May 15, 2024

Virtual Annual Meeting Site:

9:00 a.m., Central Daylight Time

www.virtualshareholdermeeting.com/INGR2024

5 Westbrook Corporate Center

Westchester, Illinois 60154

April 3, 2024

Dear Fellow Stockholders:

It is my pleasure to invite you to Ingredion Incorporated’s 2024 Annual Meeting of Stockholders on Wednesday,
May 15, 2024, at 9:00 a.m., Central Daylight Time. The annual meeting will be conducted exclusively via the
Internet and can be accessed by visiting www.virtualshareholdermeeting.com/INGR2024, where you will be able to
listen to the virtual annual meeting live, submit questions, and vote online.

This year’s stockholders Q&A session will include questions submitted both live at the virtual meeting and in
advance. You may submit a question in advance of the annual meeting at www.proxyvote.com after logging in with
the control number found next to the label for postal mail recipients or within the body of the e-mail sending you
the proxy statement. Shortly after the annual meeting, we will post the questions submitted in accordance with
the meeting rules of conduct and procedures and the associated answers on our Investor Relations website
(https://ir.ingredionincorporated.com/events-and-presentations). Similar questions on the same topic may be
answered as a group.

As in previous years, we will furnish proxy materials to our stockholders primarily through the Internet. On April 3,
2024, we mailed to most of our stockholders a Notice of Internet Availability of Proxy Materials. This notice
contains instructions on how to access our proxy statement and 2023 Annual Report to Stockholders and how to
submit your proxy or voting instructions online. The proxy statement contains instructions on how you can request
a paper or e-mail copy of the proxy statement and annual report, if you received only a notice by mail, and how
you can elect to receive your proxy statement and annual report by e-mail, if you received them by mail.
Stockholders who have previously elected delivery of our proxy materials electronically will receive an e-mail with
instructions on how to access these materials electronically. Stockholders who have previously elected to receive a
paper copy of our proxy materials will receive a full paper set of these materials by mail.

Your vote is important, whether or not you plan to attend the annual meeting, and we encourage you to vote
promptly. You may submit your proxy or voting instructions on the Internet or via a toll-free telephone number.
Alternatively, if you received a paper copy of the proxy card by mail, you may sign, date, and mail the proxy card in
the envelope provided. Instructions regarding all three methods of submitting your proxy or voting instructions are
contained in the accompanying proxy statement and the proxy card. If you hold your shares through a bank,
broker, or other holder of record, you may submit your voting instructions in accordance with your voting
instruction form or notice provided by the record holder.

Thank you for your support and continued interest in Ingredion.

Sincerely,

James P. Zallie

President and Chief Executive Officer

INGREDION INCORPORATED

2024 PROXY STATEMENT

Ingredion Incorporated

5 Westbrook Corporate Center

Westchester, IL 60154

•

to elect to the Board of Directors the 11 nominees who are named in the accompanying proxy statement, each to serve as directors for a term of one year;

•

to approve, by advisory vote, the compensation of the Company’s named executive officers as disclosed in the accompanying proxy statement;

•

to ratify the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024;

•

to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to limit the liability of certain officers; and

•

to transact other business, if any, that is properly brought before the meeting or any adjournment or postponement thereof.

•

If you received a notice of availability of the proxy materials in the mail, your 16-digit control number was included as part of your notice.

•

If your Ingredion shares are registered in your name and you received an e-mail with instructions containing a link to the website where those materials are available and a link to the proxy voting website, your 16-digit control number was included as part of your e-mail notification.

•

If your Ingredion shares are registered in your name and you received proxy materials by mail, your 16-digit control number was included as part of your proxy card.

•

If your Ingredion shares are held by a bank, broker, or other holder of record, your 16-digit control number was included as part of the voting instruction form provided by your bank, broker, or other holder of record. If you did not receive a voting instruction form with this control number, please contact your holder of record.

Proposal

1

Election of Directors

Our Board recommends a vote FOR each director nominee

The Board of Directors and the Corporate Governance and Nominating Committee believe that the 11 director nominees possess the necessary qualifications and experience to effectively oversee our management, business, and long-term interests of our stockholders.

See page 1 for further information

Proposal

2

Advisory Vote on Compensation of Our Named Executive Officers

Our Board recommends a vote FOR this proposal

The Company seeks a non-binding advisory vote to approve the compensation of our named executive officers as described in the Compensation Discussion and Analysis beginning on page 23 and the compensation tables and related narrative disclosures beginning on page 39.

See page 55 for further information

Proposal

3

Ratification of Appointment of KPMG LLP as Our Independent Registered Public Accounting Firm

Our Board recommends a vote FOR this proposal

The Board of Directors and the Audit Committee believe that the retention of KPMG LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 is in the best interests of the Company and its stockholders. As a matter of good corporate governance, stockholders are being asked to ratify the Audit Committee’s selection of KPMG LLP.

See page 58 for further information

Proposal

4

Approval of Amendment to the Company’s Amended and Restated Certificate of Incorporation to Limit the Liability of Certain Officers

Our Board recommends a vote FOR this proposal

The Board of Directors and the Corporate Governance and Nominating Committee believe that providing for officer exculpation as permitted under Delaware law will assist it to attract and retain qualified and experienced officers.

See page 60 for further information

INGREDION INCORPORATED

2024 PROXY STATEMENT i

Ingredion Incorporated

5 Westbrook Corporate Center

Westchester, Illinois 60154

Age

David B. Fischer | Independent Director

Former Chief Executive Officer of Greif, Inc.

61

2013

Rhonda L. Jordan | Independent Director

Former President, Global Health & Wellness, and Sustainability of Kraft Foods Inc.

66

2013

Gregory B. Kenny | Independent Director, Chair

Former President and Chief Executive Officer of General Cable Corporation

71

2005

Charles V. Magro | Independent Director

Chief Executive Officer of Corteva Agriscience

54

2022

Victoria J. Reich | Independent Director

Former Senior Vice President and Chief Financial Officer of Essendant Inc.

66

2013

Catherine A. Suever | Independent Director

Former Executive Vice President – Finance and Administration and Chief Financial Officer of

Parker-Hannifin Corporation

65

2021

Stephan B. Tanda | Independent Director

President and Chief Executive Officer of AptarGroup, Inc.

58

2019

Jorge A. Uribe | Independent Director

Former Global Productivity and Organization Transformation Officer of The Procter & Gamble

Company

67

2015

Patricia Verduin | Independent Director

Former Chief Technology Officer, Global Technology for Colgate-Palmolive Company

64

2023

Dwayne A. Wilson | Independent Director

Former Senior Vice President of Fluor Corporation

65

2010

James P. Zallie

President and Chief Executive Officer of the Company

62

2017

INGREDION INCORPORATED

2024 PROXY STATEMENT 1

David B.

Fischer

Age: 61

Director since: May 2013

Committees: People, Culture, and Compensation

Former Chief Executive Officer of Greif, Inc.

Rhonda L.

Jordan

Age: 66

Director since: November 2013

Committees: People, Culture, and Compensation, Chair

Former President, Global Health & Wellness, and Sustainability of Kraft Foods Inc.

Mr. Fischer served as Chief Executive Officer and a director of Greif, Inc. from November 2011 to October 2015, and as President of Greif, Inc. from October 2007 to October 2015. Greif, Inc. is a manufacturer and provider of industrial packaging and services for a wide range of industries. Mr. Fischer serves as a director of Balchem Corporation, a publicly traded 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.

Mr. Fischer is also chairman of the board and co-founder of 10x Engineered Materials LLC, a privately held materials science-based company that manufactures high tech industrial abrasives. He also is the chairman of the board of Flexible Products and Services, a joint venture between Greif, Inc. and National Scientific Company Limited. Mr. Fischer also serves as a board member of Partners for Care, a U.S.-based not-for- profit organization focused on water, health, and nutrition in developing countries.

Ms. Jordan served from September 2009 to March 2012 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 worldwide among publicly traded consumer packaged food and beverage companies. Prior to being named President, Health & Wellness, she held positions as President of Kraft’s Cheese and Dairy business unit and its Grocery business unit. Ms. Jordan serves as a director of ESAB Corporation, a NYSE-listed global manufacturing and engineering company that provides fabrication technology products and services. Ms. Jordan is also lead director of Bush Brothers & Company, a privately held branded vegetable processor, and I and Love and You, a privately held branded manufacturer of grain-free food and healthy chews and treats for pets.

Qualifications

The qualifications and experiences the board considered in determining that Mr. Fischer should serve as a director of the Company include his service as the Chief Executive Officer of a public company, his operating and manufacturing, sales and marketing and general management experience, including responsibility for international operations while based in the U.S. and in Switzerland, his service on the board of a public company in addition to Ingredion, including his service as a member of its compensation committee, and his current and prior service on the boards of privately held companies and not-for-profit organizations.

Qualifications

The qualifications and experiences the board considered in determining that Ms. Jordan should serve as a director of the Company include her 25 years of operating, general management and marketing experience within a large, publicly held, global corporation, her service as a director, chair of the compensation committee and a member of the nominating and corporate governance committee of another public company, and her current and prior service on the boards of privately held companies. In addition, our board has determined that Ms. Jordan qualifies as an audit committee financial expert as defined in Item 407(d)(5) of Regulation S-K.

2 INGREDION INCORPORATED

2024 PROXY STATEMENT

Gregory B.

Kenny

Age: 71

Director since: March 2005

Committees: Corporate Governance and Nominating, Chair

Former President and Chief Executive Officer of General Cable Corporation

Charles V.

Magro

Age: 54

Director since: May 2022

Committees: People, Culture, and Compensation

Chief Executive Officer of Corteva Agriscience

Mr. Kenny served as President and Chief Executive Officer of General Cable Corporation from August 2001 to June 2015. General Cable Corporation, now part of Prysmian Cables & Systems, is a manufacturer of aluminum, copper and fiber-optic wire and cable products. Mr. Kenny is the non-executive Chairman of Cardinal Health, Inc., a NYSE-listed, Fortune 15 company that improves the cost-effectiveness of healthcare. Previously, Mr. Kenny served as a director of AK Steel Holding Corporation, a formerly NYSE-listed integrated producer of flat-rolled carbon, stainless and electrical steels and tubular products through its wholly owned subsidiary, AK Steel Corporation, and as a director of the Cincinnati Branch of the Federal Reserve Bank of Cleveland, IDEX Corporation, Xtek Inc. (an employee-owned company) and numerous professional and not-for-profit organizations.

Mr. Magro currently serves as the Chief Executive Officer and a director of Corteva Agriscience, a NYSE-listed global agriculture company that provides farmers around the world with a balanced and diverse mix of seed, crop protection and digital solutions focused on maximizing productivity to enhance yield and profitability. He has served in this position since November 2021. Prior to assuming his current role, Mr. Magro served as a self-employed consultant from April 2021 to November 2021. From January 2018 to April 2021, he served as the President and Chief Executive Officer of Nutrien Ltd., a Canadian-based supplier of fertilizer and other crop inputs, services, and solutions that had approximately $20 billion in revenue. Mr. Magro previously served as a director of Canada Pension Plan Investment Board, a Canadian state-owned pension plan sponsor that oversees and invests the funds contributed to and held by the Canada Pension Plan, and Canpotex Ltd., one of the world’s largest marketers and exporters of potash.

Qualifications

The qualifications and experiences the board considered in determining that Mr. Kenny should serve as a director of the Company include his service as the Chief Executive Officer of a public company, his accounting and financial, operating and manufacturing, sales and marketing and general management experience, including responsibility for international operations while living and working outside the U.S., his service as Ingredion’s Chairman of the Board and previously as its lead director, his service as a director on the boards of public companies other than Ingredion, including service as the Chairman and previously as the lead director of a Fortune 15 company, and his service on the boards of not-for-profit organizations. In addition, our board has determined that Mr. Kenny qualifies as an audit committee financial expert as defined in Item 407(d)(5) of Regulation S-K.

Qualifications

The qualifications and experiences the board considered in determining that Mr. Magro should serve as a director of the Company include his current and prior service as Chief Executive Officer of public companies, his accounting and financial, operating and manufacturing, sales and marketing and general management experience, including extensive experience with mergers and acquisitions and responsibility for international operations while living and working outside the U.S., and his prior service on the boards of privately held companies. In addition, our board has determined that Mr. Magro qualifies as an audit committee financial expert as defined in Item 407(d)(5) of Regulation S-K.

INGREDION INCORPORATED

2024 PROXY STATEMENT 3

Victoria J.

Reich

Age: 66

Director since: November 2013

Committees: Audit, Chair

Former Senior Vice President and Chief Financial Officer of Essendant Inc.

Catherine A.

Suever

Age: 65

Director since: August 2021

Committees: Audit

Former Executive Vice President – Finance and Administration and Chief Financial Officer of Parker-Hannifin Corporation

Ms. Reich served as Senior Vice President and Chief Financial Officer of Essendant Inc., formerly United Stationers Inc., a wholesale distributor of business products, from June 2007 to July 2011. Ms. Reich is a director of NYSE-listed H&R Block, Inc., a provider of tax preparation and related services, and a director of NYSE-listed Ecolab Inc., a provider of water and hygiene services and technologies for the food, hospitality, industrial and energy markets. She serves as the chair of the audit committee for H&R Block and as a member of the audit committee, and former chair, for Ecolab. Ms. Reich also serves as a director of Logan Health Whitefish Hospital and Logan Health Whitefish Hospital Foundation, which are not-for-profit organizations.

Ms. Suever served as Executive Vice President – Finance and Administration and Chief Financial Officer of Parker-Hannifin Corporation, a NYSE-listed global leader in motion and control technologies, from April 2017 until her retirement in December 2020. Prior to that service, Ms. Suever held roles of increasing responsibility with Parker-Hannifin within the finance department in addition to serving as the Business Unit Manager for two of the company’s business units. Ms. Suever currently serves as a director and member of the audit committee of Hexcel Corporation, a NYSE-listed global leader in advanced composites technology that sells its products in commercial, military, and recreational markets for use in commercial and military aircraft, space launch vehicles and satellites, wind turbine blades, sports equipment, and automotive products. In addition, she is a member of the American Institute of Certified Public Accountants (AICPA).

Qualifications

The qualifications and experiences the board considered in determining that Ms. Reich should serve as a director of the Company include her more than 30 years of service in corporate financial and accounting roles, her service as the Chief Financial Officer of public companies and as a controller, her operating and general management experience, including responsibility for international operations while living and working outside the U.S., her service as a member of the finance committee of a public company, as chair of the audit committee for two other public companies and as a member of the governance committee of another public company. In addition, our board has determined that Ms. Reich qualifies as an audit committee financial expert as defined in Item 407(d)(5) of Regulation S-K.

Qualifications

The qualifications and experiences the board considered in determining that Ms. Suever should serve as a director of the Company include her extensive background in finance and accounting, including her service as the Chief Financial Officer of a public company, her significant experience in compliance, risk management, systems solutions, and investor relations, and her service as a member of the audit committee of another public company. In addition, our board has determined that Ms. Suever qualifies as an audit committee financial expert as defined in Item 407(d)(5) of Regulation S-K.

4 INGREDION INCORPORATED

2024 PROXY STATEMENT

Stephan B.

Tanda

Age: 58

Director since: August 2019

Committees: Corporate Governance and Nominating

President and Chief Executive Officer of AptarGroup, Inc.

Jorge A.

Uribe

Age: 67

Director since: July 2015

Committees: Corporate Governance and Nominating

Former Global Productivity and Organization Transformation Officer of The Procter & Gamble Company

Mr. Tanda has served as President and Chief Executive Officer and as a director of AptarGroup, Inc., a NYSE-listed global leader in consumer dispensing, active packaging, and drug delivery solutions, since February 2017. Mr. Tanda’s business career spans over 30 years and includes living in seven countries while working in leadership roles for various public companies. Mr. Tanda is a member of the Executive Education Board of The Wharton School of the University of Pennsylvania. He previously served as a director of Patheon NV, formerly a NYSE-listed company that provided pharmaceutical development and manufacturing services, from March 2016 until the company was sold to Thermo Fisher Scientific in August 2017, and Semperit AG Holding, a Vienna Stock Exchange-listed manufacturer of industrial rubber and plastic products, from April 2016 to February 2017.

Mr. Uribe served as the Global Productivity and Organization Transformation Officer of The Procter & Gamble Company, the world’s largest maker of consumer packaged goods, from December 2012 to July 2015. Prior to that service, Mr. Uribe spent more than 33 years with Procter & Gamble, where his various roles included responsibility over operations in Latin America, Switzerland, Central America and the Caribbean, Cyprus, Malaysia, the United Arab Emirates and the Gulf countries, Saudi Arabia, and Colombia. Mr. Uribe is a director of General Mills, Inc., a NYSE-listed leading global food company, where Mr. Uribe serves on its compensation and its public responsibility committees; Grupo Argos, S.A, a Colombian multi-national holding company holding interests in cement, electricity, road and airport concessions, and real estate; and Carvajal S.A., a privately held Colombian multi-national manufacturer of packaging, paper products, and education material and provider of technology and services.

Qualifications

The qualifications and experiences the board considered in determining that Mr. Tanda should serve as a director of the Company include his current service as the President and Chief Executive Officer of a public company, his operating, manufacturing, and general management experience, including while living and working outside the U.S., and his service on the boards of other public companies. In addition, our board has determined that Mr. Tanda qualifies as an audit committee financial expert as defined in Item 407(d)(5) of Regulation S-K.

Qualifications

The qualifications and experiences the board considered in determining that Mr. Uribe should serve as a director of the Company include his more than 30 years of operating and general management experience and sales and marketing experience, including multi- regional and multi-country responsibility for international operations while living and working outside the U.S. within a larger, publicly held, global corporation, and his service on the boards of public companies in addition to Ingredion, including the compensation committee of another public company, and on the boards of a privately held company, and a not-for-profit organization.

INGREDION INCORPORATED

2024 PROXY STATEMENT 5

Patricia

Verduin

Age: 64

Director since: May 2023

Committees: Corporate Governance and Nominating

Former Chief Technology Officer, Global Technology for Colgate-Palmolive Company

Dwayne A.

Wilson

Age: 65

Director since: May 2010

Committees: Audit

Former Senior Vice President of Fluor Corporation

Dr. Verduin served as Chief Technology Officer, Global Technology, for Colgate-Palmolive Company, a NYSE-listed multinational consumer products company that specializes in the production, distribution, and provision of household, health care, personal care, and veterinary products, from February 2009 to January 2023. Dr. Verduin currently serves as a director of Avient Corporation, a NYSE-listed global manufacturer of specialized polymer materials. In addition, she currently serves as a director of FMC Corporation, a NYSE-listed global agricultural science company specializing in crop protection. Dr. Verduin was a director of the Monsanto Company, a NYSE-listed agrochemical and agricultural biotechnology corporation, prior to its acquisition by Bayer AG.

Mr. Wilson served as Senior Vice President of Fluor Corporation, reporting to the Chairman and CEO on key initiatives of strategic importance, from June 2014 to June 2016. Fluor is one of the world’s largest publicly owned engineering, procurement, construction, maintenance, and project management companies. 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 October 2011 to June 2014. Mr. Wilson is a director and member of the audit committee of NYSE- listed Crown Holdings, Inc., a leading global supplier of rigid packaging products to consumer marketing companies; a director and chair of the compensation committee of NYSE-listed DT Midstream, Inc., an owner, operator and developer of natural gas midstream interstate and intrastate pipelines, storage, and gathering systems, and compression, treatment and surface facilities; and a director of publicly traded Sterling Construction Company, Inc., a leading infrastructure services provider of e-infrastructure solutions, building solutions, and transportation solutions. Mr. Wilson is a National Association of Corporate Directors Fellow.

Qualifications

The qualifications and experiences the board considered in determining that Dr. Verduin should serve as a director of the Company include her four decades of leadership in the consumer- packaged goods industry and significant contributions in innovation, operations, scientific policy, and communications, including her service as Chief Technology Officer, Global Technology, of a public company, her extensive experience with leading new product launches (encompassing both regulatory and product quality aspects), her leadership of a public company’s sustainability programs, and her service as a director of other public companies.

Qualifications

The qualifications and experiences the board considered in determining that Mr. Wilson should serve as a director of the Company include his more than 35 years of project management, operating and manufacturing, sales and marketing and general management experience, including responsibility for international operations while based in the U.S., within a large publicly held corporation, his service as President and Chief Executive Officer of the managing and operating contractor of a significant U.S. Department of Energy site, including a National Laboratory, and his current and past service on the board of multiple public companies in addition to Ingredion and on the board of a not-for-profit organization.

6 INGREDION INCORPORATED

2024 PROXY STATEMENT

James P.

Zallie

Age: 62

Director since: September 2017

President and Chief Executive Officer of the Company

Mr. Zallie has been President and Chief Executive Officer of the Company since January 1, 2018. Before assuming his current position, he served at Ingredion as Executive Vice President, Global Specialties and President, Americas from January 2016 to December 2017. Mr. Zallie previously served as Executive Vice President, Global Specialties and President, North America and EMEA from January 2014 to December 2015. Prior to that service, Mr. Zallie served as Executive Vice President, Global Specialties and President, EMEA and Asia-Pacific from February 2012 to January 2014. Mr. Zallie previously served as Executive Vice President and President, Global Ingredient Solutions from October 2010 to January 2012 and as President and Chief Executive Officer of the National Starch LLC business from January 2007 to September 2010. National Starch was acquired by Ingredion in October 2010. Mr. Zallie serves as a director of Sylvamo Corporation, a NYSE-listed global producer of uncoated papers, and as a director of Northwestern Medicine North Region, a not-for-profit organization. Mr. Zallie served as a director of Innophos Holdings, Inc., a formerly publicly traded international producer of food and beverage ingredients, from September 2014 to April 2018.

Qualifications

The qualifications and experiences the board considered in determining that Mr. Zallie should serve as a director of the Company include his current service as the President and Chief Executive Officer of Ingredion, his prior service as the Chief Executive Officer of a large business unit of a public company, his operating and manufacturing, sales and marketing and general management experience, including while living and working outside the U.S., and his current service on the board of a public company in addition to Ingredion, his prior service on the board of another public company, and on the board of a not-for-profit organization.

INGREDION INCORPORATED

2024 PROXY STATEMENT 7

8 INGREDION INCORPORATED

2024 PROXY STATEMENT

INGREDION INCORPORATED

2024 PROXY STATEMENT 9

10 INGREDION INCORPORATED

2024 PROXY STATEMENT

Report: Page 57

V. J. Reich (Chair)

P. Hanrahan (until his retirement from the board effective October 28, 2023)

C. A. Suever

D. A. Wilson

•

assist the board in fulfilling its oversight responsibilities related to the integrity of the financial reporting process, the effectiveness of the systems of financial control, and the Company’s compliance with legal and regulatory requirements,

•

act as a separately designated standing audit committee established in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and NYSE rules,

•

select the Company’s independent auditors, who are accountable to and meet privately with this committee on a regular basis, and exercise direct responsibility for the retention, evaluation, termination, compensation, and oversight of the independent auditors,

•

review the scope of the audit to be conducted by the independent auditors and the results of their audit,

•

oversee the Company’s financial reporting activities and adherence to accounting standards and principles,

•

oversee the Company’s enterprise risk management program,

•

review policies and procedures with respect to risk assessment and risk management, including risk with respect to cybersecurity, commodity prices and hedging strategies, foreign exchange rates, interest rates, and foreign exchange derivatives,

•

discuss with management the Company’s risk relating to the Company’s financial statements, financial reporting processes, and the guidelines, policies, and processes for monitoring and mitigating such risks,

•

approve audit and non-audit services provided to the Company by the independent auditors,

•

review the organization, scope, and independence of the Company’s internal audit function and the Company’s disclosure controls and internal control over financial reporting, and

•

conduct ongoing reviews of potential related-party transactions, including the review and approval of transactions with “related persons,” as defined under SEC rules.

INGREDION INCORPORATED

2024 PROXY STATEMENT 11

Report: Page 54

R. L. Jordan (Chair)

D. B. Fischer

C. V. Magro

•

review CEO compensation and make a recommendation to the board on the annual compensation for the CEO (including base salary, annual incentive plan target, and long-term incentive grant),

•

meet with the CEO annually to review the performance of the Company’s executive officers and the Company’s succession plan,

•

together with the CEO, determine the total compensation for the Company’s executive officers,

•

administer our executive compensation programs and assure that compensation programs are implemented according to our compensation philosophy, as established by the PCC Committee, and that compensation actions are aligned with the business strategy, expected financial results, interests of stockholders, and market practice,

•

annually review the design of the Company’s compensation plans,

•

recommend to the board the compensation arrangements for non-employee directors and deferred compensation plans for non-employee directors,

•

review and discuss with management the Compensation Discussion and Analysis to be included in our annual proxy statement or Annual Report on Form 10-K filed with the SEC,

•

prepare the PCC Committee Report, as required by the rules of the SEC,

•

review the results of the annual advisory vote on named executive officer compensation, determine what, if any, actions or policy recommendations are warranted based on the advisory vote and other feedback from stockholders, and make recommendations on how frequently we should provide our stockholders with such an advisory vote,

•

review, oversee, and administer compliance with the Ingredion Policy on Recoupment of Incentive Compensation, including recovery or “clawback” of excess incentive-based compensation (including stock options) paid to the CEO or any other covered officer,

•

provide oversight of the Company’s workforce and human capital management processes, including strategies for attraction and retention, career development and progression, workplace environment and culture, and organizational engagement and effectiveness, and

•

review, assess and provide updates to the board regarding the Company’s culture of inclusion and belonging, talent, development and succession programs, and initiatives that function to identify and develop talent from diverse sources.

12 INGREDION INCORPORATED

2024 PROXY STATEMENT

•

act independently of management and at the direction of the PCC Committee,

•

understand that the PCC Committee will determine the firm’s ongoing engagement,

•

keep the PCC Committee informed of trends and regulatory developments, and

•

provide detailed compensation data based on information from comparable businesses of a similar size to Ingredion to allow the PCC Committee to review compensation arrangements for non-employee directors and review recommendations for executive officer compensation.

G. B. Kenny (Chair)

S. B. Tanda

J. A. Uribe

P. Verduin

•

identify, recruit, and recommend candidates to be nominated for election as directors at the Company’s annual meeting, consistent with criteria approved by the board,

•

develop and periodically review corporate governance principles and related policies for approval by the board,

•

take a leadership role in shaping the corporate governance of the Company,

•

oversee stockholder engagement with respect to corporate governance-related matters,

•

assess the size and composition of the board and committees, including through developing and reviewing director qualifications for approval by the board,

•

recommend assignments of directors to committees to ensure that committee membership complies with applicable laws and stock exchange corporate governance standards,

•

conduct a preliminary review of director independence and financial literacy and expertise of Audit Committee members and oversee director orientation and continuing education,

•

review proposed changes to the Company’s certificate of incorporation, bylaws, and board committee charters, and assess and make recommendations regarding stockholder protections, as appropriate,

•

conduct ongoing reviews of potential conflicts of interest and review and approve any executive officers standing for election to not-for-profit boards of directors,

•

review stockholder proposals in conjunction with the Chairman of the Board and recommend board responses,

•

oversee the self-evaluation of the board and its committees and management,

•

review requests for indemnification under the Company’s bylaws,

INGREDION INCORPORATED

2024 PROXY STATEMENT 13

•

review internal and external information to evaluate the operation and effectiveness of the Company’s compliance programs related to product safety and quality, including self-audits and internal compliance assessments, results of product, environmental, and other tests, lawsuits, customer complaints, and product recalls,

•

oversee procedures for the receipt, retention, and treatment of complaints received by the Company regarding product safety or quality,

•

oversee environmental, social, and governance matters and the Company’s sustainability and social responsibility programs, and

•

oversee the Company’s business conduct and anti-corruption compliance programs and meet with the Company’s corporate compliance officer in executive session as often as the committee deems appropriate.

•

Our 13th consecutive annual sustainability report, covering 2023, is expected to be released in May 2024 and will be available at https://www.ingredion.com/na/en-us/company/meet-ingredion/sustainability.html.

•

Our 2030 emissions reduction targets have been approved by the Science Based Targets initiative (“SBTi”) and are consistent with levels required to meet the goals set by the Paris Agreement. The targets, covering greenhouse gas emissions from the Company’s operations (Scopes 1 and 2), are consistent with reductions required to keep warming to well below 2°C. Additionally, the Company’s target for the emissions from its value chain (Scope 3) meets the SBTi’s criteria for ambitious value chain goals.

•

In 2023, we received an “A-” rating by the Carbon Disclosure Project for both our climate change and water security efforts. The climate change rating increased from a “B” rating in 2022.

•

Approximately 66% of our corn, tapioca, potato, stevia, and pulses were sustainably sourced using Sustainable Agriculture Initiative (“SAI”) Platform protocols, up from approximately 47% in 2022.

•

Ingredion continues to advance its work in regenerative agriculture. Since the inception of our program in 2021, with our support and the support of farmers, our customers, and certain non-governmental organizations, regenerative agricultural practices have been started on over 70,000 acres. Further, we are a founding member of SAI Platform’s regenerative agriculture program, which is working to establish a standard for the food and beverage industry.

•

We recognize the human right of all people to clean water and sanitation, and we have enacted and continue to evaluate initiatives that attempt to minimize our impact on climate, biodiversity, and water resources. Our use of science-based goals provides a clearly defined pathway for the Company to reduce greenhouse gas emissions.

•

As a company committed to reducing our environmental impact, based upon a self-audit, in 2023, 14 of our manufacturing facilities met their goal of having more that 99.5% of their waste avoid landfills. These sites have found innovative solutions to reducing the need for landfills that can be shared throughout our global network.

•

Our employees experienced zero reported injuries (i.e., were injury-free) in 76% of our global locations. In addition, 97% of our non-manufacturing facilities were employee injury-free.

•

Our employee Total Recordable Incidence Rate (“TRIR”) was 0.19, as compared to the 2022 rate of 0.33, and our Lost-Time Incidence Rate (“LTIR”) was 0.04, as compared to the 2022 rate of 0.14. We continue to perform at low incidence rates as compared to our peers and the industry average.

•

We achieved key milestones at several manufacturing facilities, with the following number of years since a lost-time case was reported:

•

Other of our manufacturing facilities also have not experienced a lost-time case for multiple years.

14 INGREDION INCORPORATED

2024 PROXY STATEMENT

•

the highest personal and professional ethics, integrity, and values,

•

education, breadth of experience, insight, and knowledge to understand global business problems and evaluate possible solutions,

•

the ability to think strategically and make decisions with a forward-looking focus, with the ability to assimilate relevant information on a broad range of complex topics,

•

leadership skills,

•

the ability to work effectively with others,

•

respect for the views of others and an open-minded approach to problems,

•

an awareness of the responsibilities of the Company to its employees, its customers, and regulatory authorities,

•

a reasoned and balanced commitment to the social responsibilities of the Company,

•

an interest and availability of time to be engaged with the Company and its employees over a sustained period,

•

stature and experience to represent the Company before the public, stockholders, and other individuals and groups that affect the Company,

•

an ability and willingness to represent the stockholders’ financial interests,

•

the willingness to objectively appraise management performance in the interest of the stockholders,

•

an open mind on all policy issues and areas of activity affecting overall interests of the Company and its stockholders, and

•

no involvement in other activities or interests that create a conflict with the director’s responsibility to the Company and its stockholders.

•

active employment as a chief executive officer, president, chief financial officer, other senior officer, or general manager (or a comparable position of responsibility) of a publicly traded company (or a significant privately held company) with sales and complexity comparable with that of Ingredion,

•

international business experience,

•

financial responsibility during career, and financial literacy,

•

general management experience,

•

experience on publicly traded or significant privately held company boards,

•

experience with corporate governance issues and, ideally, background in the legal aspects of governance applicable to publicly traded companies,

•

expertise that is useful to the Company and complementary to the background and experience of other board members, so that an appropriate balance of skills and experience of the membership of the board can be achieved and maintained,

•

contribution to board diversity in the broadest sense (taking into account characteristics that include gender, race, ethnicity, geographic background, and personal experience), and

•

an understanding of technologies pertinent to the Company’s businesses, production, marketing, finance, regulation, and public policy.

INGREDION INCORPORATED

2024 PROXY STATEMENT 15

10 of 11

Independent

63.5 yrs

Average Age

8.2 yrs

Average Tenure

4

Women

2

Ethnic Minorities

16 INGREDION INCORPORATED

2024 PROXY STATEMENT

Key Provision

Ownership requirement

• Amount equal to a minimum of five times the value of the annual board cash retainer (i.e., currently $500,000)

Time to meet requirement

• Within five years of election to the board

Shares counted toward ownership

• Common stock, including restricted stock, restricted stock units, and phantom stock units

•

provide fair compensation commensurate with the work required to serve on the board of a company with Ingredion’s size, scope, and complexity,

•

attract high-quality and diverse talent to the board, and

•

align directors’ interests with the interests of stockholders.

INGREDION INCORPORATED

2024 PROXY STATEMENT 17

Annual Compensation Elements

Annual Cash Retainer

100,000

Annual Equity Retainer

150,000

Additional Compensation (retainer fees)

Chairman of the Board

160,000

Audit Committee Chair

25,000

PCC Committee Chair

20,000

Corporate Governance and Nominating Committee Chair

15,000

18 INGREDION INCORPORATED

2024 PROXY STATEMENT

Name

David B. Fischer

100,000

151,841

—

251,841

Paul Hanrahan^(4),(5)

82,609

125,061

—

207,670

Rhonda L. Jordan⁽⁶⁾

120,000

151,841

8,500

280,341

Gregory B. Kenny⁽⁷⁾

275,000

151,841

—

426,841

Charles V. Magro⁽⁵⁾

100,000

151,841

—

251,841

Victoria J. Reich⁽⁸⁾

125,000

151,841

2,000

278,841

Catherine A. Suever

100,000

151,841

2,000

253,841

Stephan B. Tanda

100,000

151,841

—

251,841

Jorge A. Uribe

100,000

151,841

—

251,841

Patricia Verduin⁽⁹⁾

61,813

93,280

6,500

161,594

Dwayne A. Wilson

100,000

151,841

5,000

256,841

Includes all retainer fees earned or deferred pursuant to the Ingredion Incorporated Deferred Compensation Plan for Outside Directors.

The equity retainer is granted in quarterly increments on the last business day of each calendar quarter, with the exception of the fourth quarter, which is granted on the date of the December PCC Committee meeting, in an amount determined by dividing the equity retainer value by the trailing 20-day average Closing Price of our common stock. Equity retainers are immediately vested and delivered as common stock. If a Director elects to defer their equity retainer, they receive RSUs and receipt of shares is deferred until a date not less than six months after the director no longer serves on the board. The grant date fair value of RSU grants in 2023 were calculated in accordance with Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”) of the Financial Accounting Standards Board. See note 12 to our consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2023, for a statement of the assumptions made with respect to the valuation under FASB ASC Topic 718. As of December 31, 2023, each director had the following aggregate number of RSUs accumulated in his or her deferral account for all years of service as a director, including additional share units credited as a result of the reinvestment of dividend equivalents: Mr. Fischer, 13,751 units; Ms. Jordan, 22,564 units; Mr. Kenny, 60,086 units; Mr. Magro, 4,492 units; Ms. Reich, 16,024 units; Ms. Suever, 2,362 units; Mr. Tanda, 0 units; Mr. Uribe, 12,186 units; Dr. Verduin, 0 units; and Mr. Wilson, 24,091 units.

Amounts shown are matching contributions by the Company made under a charitable matching gift program in which non-employee directors may participate and which provides for matching contributions by the Company, consisting of a $2 match for every $1 of the first $1,000 contributed and a $1 match for every $1 of the next $6,500 contributed.

Effective October 28, 2023, Mr. Hanrahan retired from the board.

Pursuant to the Ingredion Incorporated Deferred Compensation Plan for Outside Directors, Messrs. Hanrahan and Magro deferred their respective cash retainers, which, pursuant to the plan, converted into RSUs.

Ms. Jordan serves as Chair of the PCC Committee.

Mr. Kenny serves as Chair of the CGN Committee and as non-executive Chairman of the Board.

Ms. Reich serves as Chair of the Audit Committee.

Dr. Verduin was appointed to the board effective May 19, 2023.

INGREDION INCORPORATED

2024 PROXY STATEMENT 19

Name and Address of Beneficial Owner

The Vanguard Group⁽¹⁾

100 Vanguard Blvd.

Malvern, PA 19355

7,773,126

11.8

% 

BlackRock, Inc.⁽²⁾

50 Hudson Yards

New York, NY 10001

6,224,071

9.5

% 

The ownership information disclosed is based solely on a Schedule 13G/A report filed with the SEC on February 13, 2024. The Vanguard Group reports that, as of December 29, 2023, it had shared voting power over 24,454 shares, sole dispositive power over 7,678,319 shares, and shared dispositive power over 94,807 shares.

The ownership information disclosed is based solely on a Schedule 13G/A report filed with the SEC on January 24, 2024. BlackRock reports that, as of December 31, 2023, it had sole voting power over 5,974,781 shares and sole dispositive power over 6,224,071 shares. BlackRock also reports that it is the parent holding company of subsidiaries identified in the Schedule 13G/A that hold shares of the common stock reported in the Schedule 13G/A.

•

each director and director nominee,

•

each executive officer named in the “2023 Summary Compensation Table” under “Executive Compensation,” and

•

all executive officers and directors as a group.

20 INGREDION INCORPORATED

2024 PROXY STATEMENT

Beneficial Owner

David B. Fischer

1,935

13,849

*

Rhonda L. Jordan

— 

22,725

*

Gregory B. Kenny

— 

60,515

*

Charles V. Magro

— 

4,524

*

Victoria J. Reich

— 

16,139

*

Catherine A. Suever

1,471

2,379

*

Stephan B. Tanda

7,817

— 

*

Jorge A. Uribe

4,127

12,273

*

Patricia Verduin

903

— 

*

Dwayne A. Wilson

— 

24,263

*

James Zallie

734,555

50,016

*

James Gray

168,625

17,911

*

Eric Seip

37,895

10,481

*

Nancy Wolfe

8,546

8,007

*

Jeremy Xu

36,931

20,630

*

All Directors and executive officers as a group (21 persons)

1,203,801

288,907

*

Includes shares of common stock held individually, jointly with others, in the name of an immediate family member or under trust for the benefit of the named individual and/or one or more children of the named individual. Unless otherwise noted, the beneficial owner has sole voting and investment power. Fractional amounts have been rounded to the nearest whole share.

Includes shares of common stock that may be acquired through the exercise of stock options vested or subject to vesting as of or within 60 days after March 18, 2024, in the following amounts: Mr. Zallie, 604,604; Mr. Gray, 133,548; Mr. Seip, 20,639; Ms. Wolfe, 8,546; Mr. Xu, 21,116; and for all directors and executive officers as a group, 933,275.

Includes 6,166 shares of common stock held in the Ingredion Incorporated Stock Fund of our Retirement Savings Plans by all directors and executive officers as a group.

Includes shares of common stock represented by deferred phantom stock units and deferred RSUs of the Company credited to the deferred compensation plan accounts of the non-employee directors and certain executive officers. The directors and executive officers have no voting or investment power over the common stock by virtue of their ownership of phantom stock units or RSUs. The phantom stock units and RSUs held by directors and executive officers and included in this column are not vested or subject to vesting as of or within 60 days after March 18, 2024. Fractional amounts have been rounded to the nearest whole share.

Less than one percent. Does not include shares shown in the column headed “Shares Underlying Phantom Stock Units and Restricted Stock Units.”

INGREDION INCORPORATED

2024 PROXY STATEMENT 21

22 INGREDION INCORPORATED

2024 PROXY STATEMENT

James Zallie

President and Chief

Executive Officer

James Gray

Executive Vice President

and Chief Financial Officer

Eric Seip

Senior Vice President, Global Operations, and Chief Supply Chain Officer

Nancy Wolfe

Senior Vice President and

Chief Human Resources

Officer

Jeremy Xu

Senior Vice President, Chief

Innovation Officer and President,

Global Healthful Solutions

Executive Summary

23

2023 Business Performance

24

Core Compensation Practices

25

2023 Executive Pay Highlights

26

Consideration of the 2023 Say-on-Pay Advisory Vote

26

Our Executive Compensation Program

26

Elements of Compensation

28

Other Compensation Elements

33

How Compensation Decisions Are Made

34

Compensation Governance

37

INGREDION INCORPORATED

2024 PROXY STATEMENT 23

Adjusted diluted earnings per common share is not a financial measure calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). See Appendix A for a reconciliation of this non-GAAP financial measure to diluted earnings per common share, as calculated in accordance with GAAP.

24 INGREDION INCORPORATED

2024 PROXY STATEMENT

•

delivered strong profit growth and cash from operations;

•

net income attributable to Ingredion grew over 30% in 2023 primarily due to price and customer mix and a more favorable effective tax rate, which was partially offset by lower volumes and higher financing costs;

•

achieved a robust increase in income before income taxes and record full-year Adjusted EBITDA² driven by favorable price mix, despite facing challenges from rising costs of raw materials and inputs and lower customer demand;

•

realized robust performance across both core and specialty ingredients, with specialties representing 34% of the Company’s net sales;

•

continued to return value to stockholders through the ninth consecutive annual increase in our dividend rate and the repurchase of one million outstanding shares of common stock;

•

reached 66% sustainable sourcing of our top five priority agricultural inputs, up from 47% in 2022; and

•

achieved 2023 total shareholder return in the top quartile of our performance peers constituting our Performance Peer Group described below.

•

In 2023, Ingredion was recognized as one of the World’s Most Admired Companies by Fortune magazine for the 14th consecutive year.

•

In 2023, we earned a perfect score of 100 out of 100 on the Human Rights Campaign Foundation’s Corporate Equality Index (“CEI”). The CEI is the nation’s foremost benchmarking survey and report measuring corporate policies, practices, and benefits related to LGBTQ+ workplace equality. The Company joined the ranks of 545 major U.S. businesses that earned top marks this year.

•

We were named to the 2023 Bloomberg Gender-Equality Index (“GEI”) for the 6th consecutive year. The GEI tracks the performance of public companies committed to transparency in gender data reporting. The companies included in the index scored at or above a global threshold established by Bloomberg to reflect disclosure and the achievement or adoption of best-in-class statistics and policies.

•

In 2024, we were named as one of the 2024 World’s Most Ethical Companies by Ethisphere. Ingredion has earned this distinction ten times in the past eleven years.

 Maintain significant stock ownership requirements

 Offer limited perquisites

 Hold an annual Say-on-Pay vote

 Manage a clawback policy applicable to our executive  officers

 Vest equity only upon a “double trigger” in the event of a  change in control (“CIC”)

 Provide a majority of compensation based on objective,  quantifiable, pre-established performance goals

 Engage an independent compensation consultant  reporting directly to the PCC Committee

 Use a balance of short- and long-term incentive awards  and establish diverse performance metrics for both

X What We Don’t Do

 No automatic or guaranteed annual base salary increases

 No guaranteed annual or long-term incentive awards

 No employment agreements for any executive officers

 No re-pricing of underwater stock options

 No hedging of Company stock by independent directors  and executive officers

 No payment of dividends or dividend equivalents to NEOs  on unearned performance share awards

 No tax gross ups for perquisites or in the event of a CIC

Adjusted EBITDA, which is a non-GAAP financial measure, is defined by the Company as income before income taxes, as calculated in accordance with GAAP, adjusted for the following items: depreciation and amortization; financing costs; other non-operating expense (income); restructuring/impairment charges; acquisition/integration costs; and other matters primarily consisting of charges related to a U.S.-based work stoppage. See Appendix A for a reconciliation of this non-GAAP financial measure to income before income taxes, as calculated in accordance with GAAP.

INGREDION INCORPORATED

2024 PROXY STATEMENT 25

•

In light of the business environment, and competitive positioning relative to peer market data, the PCC Committee (and, with respect to the CEO, the Board of Directors) approved base salary increases for our NEOs that averaged 5.4%.

•

A substantial majority of 2023 total target compensation (consisting of base salary plus target short- and long-term incentive compensation) for the NEOs was in the form of annual and long-term incentives, providing, as in prior years, a strong incentive to drive Company results and increase shareholder value. Approximately 87% of the CEO’s and 70% of the other NEOs’ target 2023 total direct compensation was performance-based.

•

Annual Incentive Plan (“AIP”) awards were based on targets ranging from 70% to 150% of 2023 base salary for the NEOs and were determined based on achievement of financial goals and personal objectives. See “Annual Incentive Plan” beginning on page 28 for additional information.

•

Actual payouts to the NEOs under the 2023 AIP varied from a payout of 121% to 131% of target. See “2023 AIP Payouts” on page 31 for details on the AIP payout for each NEO.

•

Target grant date value of long-term incentive awards represented 42% to 68% of the 2023 total target compensation for the NEOs. These awards were in the form of performance shares, nonqualified stock options, and restricted stock units granted pursuant to our Stock Incentive Plan.

•

Performance shares for the 2021 – 2023 performance period paid out at 200% of target as a result of the Company’s relative total shareholder return (“rTSR”) and adjusted return on invested capital (“Adjusted ROIC”) results. See “2021 – 2023 Performance Share Plan Results” on page 32 for details on performance against these metrics.

•

attract, retain, and motivate executives to drive business results,

•

support business strategies that promote long-term shareholder value, and

•

align pay and performance by making a significant portion of executive compensation dependent on achieving financial and other critical strategic and individual goals.

•

Align with our business: Incentive designs are aligned with the Company’s strategy and support long-term shareholder value creation while avoiding excessive risk-taking. We provide an appropriate balance of fixed and at-risk pay with both short- and long-term performance horizons, using a variety of metrics tied to key drivers of sustainable value creation.

•

Link pay and performance: The percentage of at-risk performance-based pay increases with level of responsibility and pay outcomes are dependent on the achievement of financial and other strategic goals over both the short and long term, with the objective of driving shareholder value.

•

Remain competitive: We structure our compensation programs competitively both in the amount and type of compensation we offer in order to attract, retain, and motivate talent. We regularly benchmark pay and program design to ensure we are competitive while also

26 INGREDION INCORPORATED

2024 PROXY STATEMENT

•

Drive an owner’s mindset: We think and act like owners and make decisions that we believe are in the best interests of the Company. To facilitate the owner’s mindset, we grant equity-based incentives as an effective method of facilitating stock ownership and further aligning the interests of executives with those of our stockholders. A significant portion of total target compensation for our NEOs consists of equity-based incentives. Additionally, we have robust stock ownership requirements to strengthen the link between the interests of NEOs and stockholders.

INGREDION INCORPORATED

2024 PROXY STATEMENT 27

•

elements we consider essential to be competitive in the marketplace,

•

a pay mix designed to support both the short- and long-term components of our business strategy, and

•

performance measures that are drivers of and directly linked to shareholder value.

Name

2022

Base
Salary

($)

2023

Base
Salary

($)

James Zallie

1,147,203

1,200,000

4.6%

James Gray

670,000

698,000

4.2%

Eric Seip

504,500

525,750

4.1%

Nancy Wolfe

460,000

485,000

5.4%

Jeremy Xu

550,000

605,000

10.0%