Form 4: Ingredion Chairman Gregory Kenny Acquires Restricted Stock Units Under 10b5-1 Plan

Ingredion Inc.'s Chairman of the Board, Gregory B. Kenny, acquired 290.951 restricted stock units as part of his annual retainer, effective June 30, 2025, bringing his total beneficial ownership to 64,317.725 shares.

Summary

• Gregory B. Kenny, Chairman of the Board and Director of Ingredion Inc. (INGR), acquired 290.951 shares of Common Stock.
• The transaction was an acquisition (A) of restricted stock units (RSUs) at a price of $137.48 per share.
• Following this transaction, Gregory B. Kenny's total beneficial ownership stands at 64,317.725 shares.
• The acquired RSUs are part of the Company's annual retainer for its outside directors.
• These RSUs are payable in stock no earlier than six months after resignation or retirement as a director and no later than ten years thereafter.
• The reported amount includes additional RSUs acquired through deemed dividend reinvestment, which vest concurrently with the underlying RSUs.
• The transaction date is June 30, 2025, and the filing indicates it was made pursuant to a Rule 10b5-1(c) plan.

Sentiment

Score: 7

Explanation: The filing reports a routine acquisition of restricted stock units by a director as part of their compensation, which is a standard practice and indicates continued alignment of interests.

Positives

• Insider acquisition of shares by the Chairman of the Board indicates continued alignment of interests with shareholders.
• The acquisition is part of a structured and routine compensation plan (annual retainer for directors), which is a standard corporate governance practice.

Future Outlook

Restricted stock units are payable in stock no earlier than six months after resignation or retirement as a director and no later than ten years thereafter. RSUs acquired through deemed dividend reinvestment vest on the dates when the RSUs with respect to which they are deemed dividends vest.

Industry Context

This insider transaction reflects a common practice in corporate compensation where directors receive equity-based awards, such as Restricted Stock Units, as part of their annual retainer. This aligns their financial interests with those of the company's shareholders, a standard across various industries.

Comparison to Industry Standards

• The issuance of Restricted Stock Units (RSUs) as part of director compensation is a widely adopted practice across publicly traded companies, including those in the food ingredients and specialty chemicals sectors, to align director incentives with long-term shareholder value.
• The specific value and number of RSUs granted are typically determined by a company's compensation committee based on factors such as director responsibilities, market benchmarks for similar roles, and the company's performance, consistent with general industry standards for non-executive director remuneration.

Corporate Governance

Related Party Transactions

• Acquisition of restricted stock units by Gregory B. Kenny, Chairman of the Board and Director, as part of his annual retainer, which is a standard compensation mechanism for related parties.

Stakeholder Impact

• Shareholders: Interests are aligned with management through equity compensation, potentially fostering long-term value creation.

Next Steps

• Restricted stock units will be payable in stock no earlier than six months after resignation or retirement as a director and no later than ten years thereafter.

Key Dates

Recommendation

Keywords

Ingredion, INGR, Form 4, insider transaction, restricted stock units, RSU, director compensation, corporate governance, Gregory Kenny, 10b5-1 plan