Board of Directors
Luis Aranguren-Trellez has been executive president and a director of Arancia, S.A. de C.V., since 2011 and served as executive president and a director of Arancia Industrial, S.A. de C.V. since 2000. Both are holding companies with interests in the food and enzyme industries, rental of special textiles to the hospital sector and food service and logistics, as well as energy efficiency and smart meters businesses. Arancia and Arancia Industrial are Mexican companies owned by Mr. Aranguren-Trellez and his brothers. Arancia Industrial was the former joint venture partner with the company in corn wet milling and refining operations in Mexico.
Previously, Mr. Aranguren-Trellez served as Operations Director of CPIngredientes, S.A. de C.V., Ingredion’s Mexican subsidiary, from 1996 until 2000, and served in various management positions with that company and its predecessors since 1989. Mr. Aranguren-Trellez is Chairman of PFS de Mexico, S.A. de C.V., a private Mexican company in the food service and logistics area previously controlled by Arancia and now a joint venture with Sysco Corporation.
Mr. Aranguren-Trellez is also a member of the Regional Consulting Board of Telefonos de Mexico, S.A. de C.V., as well as of Banco Nacional de Mexico, S.A., the Citicorp Mexican bank subsidiary. He holds a Master of Business Administration degree from Harvard Business School and a bachelor’s degree in chemical engineering from the University of Notre Dame.
David Fischer served as chief executive officer and a director of Greif, Inc., a manufacturer and provider of industrial packaging products and services, from 2011 to 2015 and as president from 2007 to 2015. From 2007 to 2011, Mr. Fischer also served as chief operating officer of Greif, Inc. Mr. Fischer served in various executive positions at Greif including senior vice president and divisional president, Industrial Packaging & Services-Americas and Africa, and assumed additional responsibility for Australia and Asia.
Mr. Fischer is a director of Balchem Corporation, a 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. Until recently, he served as a director of two not-for-profit organizations, Habitat for Humanity International and The Ohio State University Wexner Medical Center.
Mr. Fischer holds a bachelor’s degree in chemistry from Purdue University.
Paul Hanrahan has served as chief executive officer of Globeleq Advisors Limited, a leading independent power producer operating and developing power projects in Africa, since 2017. He will step down as CEO at the end of 2019 and take a Board position as the non-executive director. Previously, Mr. Hanrahan served as the chief executive officer of American Capital Energy & Infrastructure Management, LLC, (ACEI) an investment company formed to raise, invest and manage funds in the energy and infrastructure industries. Mr. Hanrahan left ACEI when it was acquired by Ares Capital Corporation of American Capital, Ltd., a sponsor investor in ACEI.
Mr. Hanrahan served as president and chief executive officer of The AES Corporation, one of the world’s leading independent power producers, from 2002 to 2011. He was executive vice president and chief operating officer of The AES Corporation and president and chief executive officer of AES China Generating Co., Ltd., from 1993 to 2002. Mr. Hanrahan served as a director of The AES Corporation from 2002 to 2011. He previously served on the boards of other major publicly listed utilities in Brazil, Chile and Venezuela.
In 2009 Mr. Hanrahan was appointed by the White House to serve on the U.S.-India CEO Forum. He is a director of AquaVenture Holdings Limited, a global provider of water services and BMR Energy, LLC, a developer and owner of renewable energy businesses in Latin America and the Caribbean. He served as a director of Arch Coal, Inc., a global coal producer and marketer, as a director of Azura Power Holdings, Ltd, an electric power generation company in Nigeria and GreatPoint Energy, Inc., a producer of clean, low-cost natural gas from coal, petroleum coke and biomass.
Mr. Hanrahan holds a Master of Business Administration degree from Harvard Business School and a Bachelor of Science degree in mechanical engineering from the U.S. Naval Academy.
Rhonda Jordan served 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 publicly traded consumer packaged food and beverage companies worldwide, from 2009 to 2012. In that role she led the development of Kraft’s health and wellness and sustainability strategies including marketing, product development, technology, alliances and acquisitions. Ms. Jordan was president of the Cheese and Dairy business unit of Kraft from 2008 to 2009, president of the Grocery business unit of Kraft from 2006 to 2008 and from 2004 to 2005 she was the senior vice president, Global Marketing of Kraft Cheese and Dairy.
Ms. Jordan is a director of Colfax Corporation, a diversified global industrial manufacturing and engineering company that provides air- and gas-handling and fabrication technology products and services to commercial and governmental customers internationally under the Howden and ESAB brand names. She is also a director of Bush Brothers & Company, a privately held branded vegetable processor, G&L Holdings one of the largest privately held food ingredient suppliers in the U.S., comprised of two operating companies, Grain Craft and Southeastern Mills, and I and Love and You, a privately held branded manufacturer of grain-free food and healthy chews and treats for pets. She serves as a director of IES Abroad, a not-for-profit company providing study abroad programs for a consortium of U.S. colleges and universities.
Ms. Jordan holds a Master of Business Administration degree from the Kellogg School of Management at Northwestern University and a Bachelor of Arts degree in arts management from Northwestern University.
Greg Kenny served as president and chief executive officer of General Cable Corporation, a manufacturer of aluminum, copper and fiber-optic wire and cable products, from 2001 to 2015 and as a director from 1997 to 2015. From 1999 to 2001 Mr. Kenny served as president and COO of General Cable Corporation after having served in various positions with increasing responsibility within the company since 1992.
Mr. Kenny is the non-executive Chairman of Cardinal Health, Inc., a Fortune 16 company that improves the cost-effectiveness of health care, and a director of AK Steel Holding Corporation, an integrated producer of flat-rolled carbon, stainless and electrical steels and tubular products through its wholly owned subsidiary, AK Steel Corporation.
Previously, Mr. Kenny served as a director of the Cincinnati Branch of the Federal Reserve Bank of Cleveland, IDEX Corporation and numerous professional and not-for-profit organizations including an ESOP, Xtek. Mr. Kenny is a member of Industry Week’s manufacturing hall of fame, class of 2013.
Mr. Kenny holds a Master of Business Administration degree from George Washington University, a Master of Public Administration degree from Harvard University and a Bachelor of Science degree in business administration from Georgetown University.
Barbara Klein was senior vice president and CFO of CDW Corporation, a direct marketer of multi-brand information technology products, from 2002 until her retirement in 2008. CDW was acquired by an entity controlled by investment funds affiliated with Madison Dearborn Partners, LLC and Providence Equity Partners in 2007.
Previously, Ms. Klein was vice president and CFO of Dean Foods Company, a food and beverage company, from 2000 to 2002 and was vice president and corporate controller of Ameritech Corporation, a telecommunications company, from 1996 to 2000.
Ms. Klein is a director of Cabot Microelectronics Corporation, the leading supplier of sophisticated polishing compounds and a provider of polishing pads used in the manufacture of advanced semiconductors and rigid disks, and is a director of the not-for-profit National Council on Compensation Insurance, Inc., the most experienced source of workers compensation insurance information, tools and services in the U.S. She is a member of The Chicago Network.
Ms. Klein holds a Master of Business Administration degree from Loyola University and a Bachelor of Science degree in accounting and finance from Marquette University.
Victoria Reich served as senior vice president and chief financial officer of Essendant Inc., formerly United Stationers Inc., a wholesale distributor of business products, from 2007 to 2011. Previously Ms. Reich spent 10 years with Brunswick Corporation, a manufacturer of recreation products, where she most recently served as president of Brunswick European Group from 2003 to 2006. Her previous roles at Brunswick included senior vice president and chief financial officer and vice president and controller. Before joining Brunswick, Ms. Reich spent 17 years at General Electric Company, a diversified technology, media and financial services company, where she held various financial management positions.
Ms. Reich is a director of several companies including H&R Block, Inc., a provider of tax preparation and related services, Ecolab Inc., a provider of water and hygiene services and technologies for the food, hospitality, industrial and energy markets, and North Valley Hospital and North Valley Hospital Foundation, not-for-profit organizations.
Ms. Reich holds a Bachelor of Science degree in applied mathematics and economics from Brown University.
Since 2017, Mr. Tanda has served as president and chief executive officer of AptarGroup, Inc., an NYSE-listed global leader in consumer dispensing, active packaging and drug delivery solutions. Prior to joining Aptar, Mr. Tanda served as an executive managing board director at Royal DSM NV, a leading global supplier of ingredients and material solutions for the food, dietary supplement, personal care, medical device, automotive, paint, electronic and bio-material markets, and oversaw the global nutrition business as well as its pharma joint ventures and business interests in the Americas.
Mr. Tanda’s career spans more than 25 years and includes living in seven countries while working in leadership roles for DuPont, Freudenberg Nonwovens Group and DSM. Over his career, Mr. Tanda has focused on developing local and global talent, building organizations and businesses while successfully delivering increased sales and profits, both via organic growth and via acquisitions.
Mr. Tanda serves as a director of Aptar, since he joined the company in 2017. He previously served as a director of Patheon NV, formerly a NYSE-listed company that provided pharmaceutical development and manufacturing services, from 2016 until the company was sold to Thermo Fisher Scientific in 2017.
Mr. Tanda holds an MBA from The Wharton School of the University of Pennsylvania and holds a degree in plastics engineering from the University of Leoben, Austria.
Jorge Uribe served as global productivity and organization transformation officer of The Procter & Gamble Company, the world’s largest maker of consumer packaged goods, from 2012 to 2015. Mr. Uribe spent 33 years with Procter & Gamble, where he held roles as group president, Latin America from 2004 to 2012, marketing and sales vice president for Latin America for three years and vice president for Venezuela and the Andean Region for two and one-half years. He held a number of positions of increasing responsibility in Switzerland, Central America and the Caribbean, Cyprus, Malaysia, United Arab Emirates and Gulf Countries, Saudi Arabia and Colombia.
Mr. Uribe serves as a director of General Mills, Inc., a leading global food company, Grupo Argos, a multi-national holding company with interests in cement, electricity, road and airport concessions and real estate, and Carvajal S.A., a Colombian multi-national manufacturer of packaging, paper products and education material and provider of technology and services. Mr. Uribe also served as a director of United Way Worldwide, a not-for-profit, charitable organization.
He holds a Master of Business Administration degree from Xavier University and a bachelor degree in management engineering from Universidad Nacional de Colombia: Sede Medellin.
Dwayne Wilson was senior vice president of Fluor Corporation, one of the world’s largest publicly owned engineering, procurement, construction, maintenance and project management companies, reporting to the Chairman and CEO on key initiatives of strategic importance to the corporation, from 2014 to 2016. 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 2011 to 2014. Fluor is one of the owners of Savannah River Nuclear Solutions.
Mr. Wilson previously served as group president, Industrial of Fluor Corporation from 2007 to 2011, president of Fluor Mining & Minerals from 2003 to 2007, president, Fluor Commercial and Industrial Institutional from 2002 to 2003, vice president and executive director, offices of the Chairman and chief operating officer from 2001 to 2002 and in a variety of positions of increasing responsibility from 1980 to 2001.
Mr. Wilson is a director of AK Steel Holding Corporation, an integrated producer of flat-rolled carbon, stainless and electrical steels and tubular products through its wholly-owned subsidiary, AK Steel Corporation. He is also a director of South Carolina Hospital Company, a not-for-profit organization. Mr. Wilson is a former trustee of the Fluor Foundation and a former director of the Urban League of Upstate South Carolina. He served as chairman of the Engineering and Construction Contracting Association from 2002 to 2006. Mr. Wilson is also a National Association of Corporate Directors Fellow.
Mr. Wilson holds a Bachelor of Science degree in civil engineering from Loyola Marymount University.
James P. (Jim) Zallie was appointed president and CEO of Ingredion in January 2018 and elected to the Board of Directors in September 2017. He previously served as executive vice president, global specialties and president of the Americas.
Mr. Zallie joined Ingredion in 2010 when the Company acquired National Starch LLC, a $1.2 billion leader in specialty starches. During his tenure, Mr. Zallie was instrumental to the successful execution of Ingredion’s Strategic Blueprint for Growth overseeing responsibility for the global specialty portfolio, which has grown to 28 percent of the Company’s revenues.
Mr. Zallie was the architect of Ingredion Idea Labs, a global network of innovation centers that fosters customer collaboration and drives innovation, product development and growth. He also led the integration of several key acquisitions, including Penford Corporation, Kerr Concentrates and TIC Gums.
Prior to Ingredion, Mr. Zallie served as president and CEO of National Starch, where he developed and executed a comprehensive strategy focused on asset productivity, people development, innovation and emerging market growth. During his four-year tenure, compound annual sales grew by double digits.
Mr. Zallie earned a bachelor’s degree in food science from Pennsylvania State University, and both a master’s degree in food science and technology and a master’s degree in finance from Rutgers University. He currently serves on the boards of Northwestern Medicine Lake Forest Hospital, The Executives' Club of Chicago and World Business Chicago. He is also a member of The Economic Club of Chicago.
Independence of Directors
Under the rules of the NYSE, a director is not considered to be independent unless the Board of Directors has aﬃrmatively determined that the director has no material relationship with the company or any of its subsidiaries (either directly or as a partner, stockholder or oﬃcer of an organization that has a relationship with the company or any of its subsidiaries). In addition, the NYSE rules stipulate that certain relationships preclude a director from being considered to be independent. Our Board of Directors has determined that each director, except for James P. Zallie, the company's Chief Executive Oﬃcer, is independent.
In making its determination as to the independent directors, the board reviewed relationships between the company and the directors, including ordinary course relationships arising from transactions in 2015, 2016 and 2017 (all of which, other than the transactions described under the heading "Certain Relationships and Related Transactions" in this proxy statement and the proxy statements for our prior two annual meetings represented substantially less than one percent of the revenues of the entities involved) on terms and conditions substantially similar to those with unaﬃliated third parties between the company and entities where the directors or their immediate family members are directors, advisory board members, executive oﬃcers or employees or own ﬁve percent or more of the equity of the applicable entity (Messrs. Aranguren-Trellez, Fischer, Hanrahan, Kenny and Uribe and Ms. Jordan and Ms. Reich). The board also reviewed the company's contributions to charitable and not- for-proﬁt organizations in 2015, 2016 and 2017 (none of which exceeded $20,000 in any year, other than contributions to United Way charities which did not exceed $200,000 in any year) where the directors or their immediate family members serve or served as directors or trustees (Messrs. Aranguren-Trellez, Fischer and Uribe).
Any shareholder who desires to contact members of the board of directors, including non-management members as a group, may do so by writing to:
5 Westbrook Corporate Center
Westchester, Illinois 60154
The corporate secretary will collect all such communications and organize them by subject matter. Thereafter, each communication will be promptly forwarded to the appropriate board committee chairperson according to the subject matter of the communication. Communications addressed to the non-management members as a group will be forwarded to each non-management member of the board.
Contacting the Audit Committee
Any person who would like to contact the Company for the purpose of submitting a complaint regarding accounting, internal accounting controls, or auditing matters may do so by writing to:
Chairman, Audit Committee of the Board of
Directors of Ingredion Incorporated
c/o General Counsel
5 Westbrook Corporate Center
Westchester, IL 60154
Upon receipt of a complaint, the General Counsel will forward it to the Chairman of the Audit Committee on the next business day. Submission to the General Counsel is for the purpose of ensuring that the Chairman of the Audit Committee receives the complaint.
The Company has also established a toll-free hotline that can be used to contact the Audit Committee regarding the above stated matters:
This 24-hour hotline is a dedicated telephone line, provided and staffed by an independent organization that will direct inquiries to the Chairman of Ingredion Incorporated’s Audit Committee. Concerns may be reported anonymously and confidentially. If callers wish to remain anonymous, they will be given a call-back number and date in the event that further information is needed to investigate the suspected violation. If callers choose to identify themselves, their names will be used in place of the call-back number.