Form 4: Ingredion Executive Michael Leonard Reports Phantom Stock Allocation

Ingredion Inc.'s SVP, CIO & Head of Protective Fortification, Michael J. Leonard, reported the acquisition of 24.567 phantom stock units, bringing his total beneficial ownership to 261.297 units.

Summary

• Michael J. Leonard, SVP, CIO & Head of Protective Fortification at Ingredion Inc. (INGR), acquired 24.567 phantom stock units.
• The allocation was made under the Supplemental Executive Retirement Plan (SERP).
• Each phantom stock unit represents the right to receive one share of common stock.
• The value of each unit was based on the closing price of Ingredion's Common Stock on July 15, 2025, at $134.34 per share.
• Following this transaction, Mr. Leonard's total beneficial ownership of phantom stock units is 261.297.

Sentiment

Score: 6

Explanation: The document reports a routine executive compensation allocation, which is generally a neutral to slightly positive event as it aligns executive incentives with company performance. The future date for valuation is unusual but doesn't inherently change the sentiment of the transaction itself.

Positives

• Allocation of phantom stock units to a senior executive aligns executive incentives with shareholder value.
• The SERP program indicates a structured approach to executive compensation and retention.

Negatives

• No specific negatives are indicated by this routine compensation disclosure.

Risks

• The value of phantom stock units is tied to the underlying common stock, meaning their value can fluctuate with market conditions.

Future Outlook

The document details a phantom stock allocation valued based on a future date (July 15, 2025), indicating a forward-looking component to the executive's compensation structure, where the value is tied to future stock performance.

Management Comments

• Represents the aggregate number of shares of phantom stock allocated to the reporting person under the SERP as of the date hereof based on the closing price of a share of the issuer's Common Stock on July 15, 2025.
• Each phantom stock unit represents the right to receive one share of common stock.

Industry Context

This Form 4 filing is a routine disclosure of executive compensation in the form of phantom stock, common in many industries, including the food ingredient and materials sector where Ingredion operates. Such compensation structures are designed to align executive interests with long-term company performance and shareholder value.

Comparison to Industry Standards

• Phantom stock plans are a common form of executive long-term incentive compensation across various industries, including those comparable to Ingredion such as Archer-Daniels-Midland (ADM) or Tate & Lyle (TATYY), which also utilize equity-linked compensation to retain and incentivize key personnel.
• The allocation of 24.567 units, while specific to this executive, is part of a broader trend where companies use non-qualified deferred compensation plans like SERPs to provide additional retirement benefits and retention incentives beyond qualified plans.

Stakeholder Impact

• Shareholders: The allocation of phantom stock aligns executive interests with shareholder value, potentially leading to better long-term performance.
• Management: The executive receives additional compensation and incentives, which can aid in retention.

Key Dates

Keywords

Ingredion Inc, INGR, SEC Form 4, Insider Trading, Phantom Stock, Executive Compensation, Michael J. Leonard, SERP, Beneficial Ownership