Catherine A. Suever
IngredionAbout Catherine A. Suever
Catherine A. Suever, age 66, is an independent director of Ingredion (INGR) and serves on the Audit Committee. She joined the board in August 2021 after retiring as EVP – Finance & Administration and Chief Financial Officer of Parker-Hannifin; the board has designated her an “audit committee financial expert,” reflecting deep finance, compliance, risk, systems, and investor relations experience; she is also a member of the AICPA .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Parker-Hannifin Corporation | EVP – Finance & Administration and Chief Financial Officer | Apr 2017 – Dec 2020 | Led finance; prior roles of increasing responsibility and Business Unit Manager roles |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Hexcel Corporation | Director | Current | Audit Committee member |
Board Governance
- Independence: The board determined Ms. Suever is independent under NYSE standards; Audit and PCC members meet heightened independence rules .
- Committee assignments: Audit Committee member; Audit Chair is Victoria J. Reich. The Audit Committee met 10 times in 2024; all members are financially literate and both Reich and Suever are audit committee financial experts .
- Attendance: The board met 6 times in 2024; each director attended at least 75% of board and applicable committee meetings; all 11 directors attended the 2024 annual meeting .
- Executive sessions: Non‑employee directors hold executive sessions at each regularly scheduled board meeting .
- Board leadership: Independent, non‑executive Chairman is Gregory B. Kenny; the roles of Chair and CEO are separated .
Fixed Compensation
| 2024 Director Pay Program | Amount (USD) |
|---|---|
| Annual cash retainer | $105,000 |
| Annual equity retainer (issued in common stock) | $160,000 |
| Committee chair retainers: Audit/PCC/CGN | $25,000 / $20,000 / $15,000 |
| Chairman of the Board retainer | $160,000 |
Mechanics: Cash and equity paid quarterly (Q4 on PCC meeting date); equity calculated using trailing 20‑day average closing price; directors may defer cash into RSUs; equity retainers are immediately vested and delivered as common stock (deferred as RSUs if elected) .
| Catherine A. Suever – 2024 Actual | Amount (USD) |
|---|---|
| Fees earned or paid in cash | $105,000 |
| Stock awards (equity retainer) | $159,863 |
| All other compensation (charitable match) | $2,000 |
| Total | $266,863 |
Charitable match program: $2 per $1 on first $1,000; $1 per $1 on next $6,500 .
Performance Compensation
- Not applicable for non-employee directors: INGR’s non-employee director equity retainer is delivered as immediately vested common stock (or deferred RSUs if elected) and is not tied to performance metrics .
Other Directorships & Interlocks
| Company | Role | Interlock/Notes |
|---|---|---|
| Hexcel Corporation | Director; Audit Committee member | No INGR-disclosed compensation committee interlocks in 2024; Ms. Suever is not a PCC member |
Expertise & Qualifications
- Former public-company CFO; extensive finance and accounting background; experience in compliance, risk management, systems, and investor relations .
- Audit committee financial expert (SEC Item 407(d)(5)) .
- AICPA member .
Equity Ownership
| Holder | Common Shares Owned (#) | Deferred/Phantom RSUs (#) | Percent of Class |
|---|---|---|---|
| Catherine A. Suever | 2,728 | 2,440 | ~0.004% (calc: 2,728 / 64,299,712) |
- Shares outstanding as of record date (Mar 24, 2025): 64,299,712 .
- Director stock ownership guideline: Minimum 5x annual board cash retainer (currently $525,000); must be met within 5 years of election; counts common stock and vested/unvested restricted/phantom units .
- Compliance status: As of Dec 31, 2024, all non-employee directors either exceeded the requirement or were within the five‑year compliance window .
- Hedging/pledging: Company policy prohibits hedging and generally prohibits pledging by directors/executive officers, with narrow case-by-case exceptions for non‑margin loans; policy applies to directors and Section 16 insiders .
- Section 16 filings: No delinquent Section 16(a) reports disclosed for Ms. Suever in 2024 (delinquencies listed for other individuals) .
Related-Party Transactions and Conflicts
- Policy requires Audit Committee (or disinterested independent directors) approval for any related‑person transactions >$120,000; factors include fairness, competitive terms, and potential conflict appearance .
- Since January 1, 2024, the company reported no related‑person transactions subject to the policy—no conflicts disclosed for Ms. Suever .
Governance Assessment
- Strengths: Independent status; Audit Committee membership and “financial expert” designation; strong board structure with independent chair; regular executive sessions; robust related‑party review policy; hedging/pledging prohibitions; clear ownership guidelines .
- Alignment: Director pay is equity‑weighted (majority delivered in stock), paid quarterly, with optional deferral—promoting alignment; Ms. Suever’s 2024 mix (~60% equity) is consistent with policy .
- Engagement: Audit Committee met 10 times in 2024; board-level disclosure indicates directors met attendance thresholds (≥75%); overall attendance and committee cadence signal active oversight .
- Red flags: None disclosed—no related‑party transactions involving her; no Section 16 filing delinquencies; not a compensation committee interlock .
- Shareholder sentiment: Say‑on‑pay received 93.1% support at the 2024 annual meeting, indicating broad investor support for INGR’s compensation governance framework (contextual governance signal) .