Form 4: Ingredion Director Charles Magro Reports Acquisition of Restricted Stock Units

Ingredion Inc. Director Charles V. Magro reported the acquisition of 481.888 restricted stock units as part of his annual retainer, increasing his total beneficial ownership to 7,781.465 shares.

Summary

• Charles V. Magro, a Director of Ingredion Inc. (INGR), acquired 481.888 shares of common stock in the form of restricted stock units (RSUs).
• The transaction occurred on June 30, 2025, at a price of $137.48 per share.
• Following this acquisition, Mr. Magro's direct beneficial ownership in Ingredion Inc. increased to 7,781.465 shares.
• These RSUs are part of the Company's annual retainer for outside directors and are payable in stock no earlier than six months after resignation or retirement and no later than ten years thereafter.
• The reported beneficial ownership also includes RSUs acquired through deemed dividend reinvestment, which vest concurrently with the original RSUs.

Sentiment

Score: 7

Explanation: The acquisition of restricted stock units by a director is a positive sign of alignment between management and shareholder interests, and it represents a standard, expected compensation event.

Positives

• The acquisition of restricted stock units by a director aligns management's interests with those of shareholders, as the value of the compensation is tied to the company's stock performance.
• The grant of RSUs as part of an annual retainer is a standard compensation practice, indicating stable corporate governance and compensation policies.

Future Outlook

The 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, indicating a long-term retention mechanism.

Industry Context

The grant of restricted stock units to directors is a common practice across various industries, including the food ingredient and industrial solutions sector where Ingredion operates, serving to align the interests of board members with long-term shareholder value.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) as part of director compensation is a widely accepted practice in corporate governance, aligning with compensation structures seen in comparable companies within the food processing and ingredient industry, such as Archer-Daniels-Midland (ADM) or Tate & Lyle (TATYY), which also utilize equity-based incentives to retain and motivate their board members. The specific amount and vesting schedule are typical for non-executive director retainers.

Related Party Transactions

• The acquisition of restricted stock units by Charles V. Magro, a director, constitutes a related party transaction, as it involves compensation from the company to a member of its board. This is a standard, disclosed transaction.

Stakeholder Impact

• Shareholders: The RSU grant aligns the director's interests with shareholders, potentially encouraging decisions that enhance long-term stock value.
• Employees: No direct impact on employees is indicated.
• Customers/Suppliers/Creditors: No direct impact on these stakeholders is indicated.

Next Steps

• The restricted stock units will be payable in stock no earlier than six months after Charles V. Magro's resignation or retirement as a director and no later than ten years thereafter.

Key Dates

Keywords

Ingredion Inc., INGR, Form 4, SEC filing, Insider transaction, Restricted Stock Units, RSU, Director compensation, Equity compensation, Beneficial ownership, Charles V. Magro