Charles V. Magro
IngredionAbout Charles V. Magro
Independent director of Ingredion since May 2022 (age 55), currently serving on the People, Culture, and Compensation Committee (PCCC) and designated by the board as an “audit committee financial expert.” He is also the Chief Executive Officer and a director of Corteva Agriscience. The board has affirmatively determined he is independent under NYSE standards; in 2024 the board met six times and each director attended at least 75% of board and committee meetings, and all 11 directors attended the 2024 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nutrien Ltd. | President & Chief Executive Officer | Jan 2018 – Apr 2021 | Led a global supplier of crop inputs (approx. $20B revenue at the time) |
| Self-employed | Consultant | Apr 2021 – Nov 2021 | Interim period prior to joining Corteva |
| Canada Pension Plan Investment Board (CPPIB) | Director | Prior service (dates not disclosed) | Oversight at a large institutional investor |
| Canpotex Ltd. | Director | Prior service (dates not disclosed) | Board member at a major potash marketer/exporter |
External Roles
| Company | Role | Public Company? | Tenure |
|---|---|---|---|
| Corteva Agriscience | Chief Executive Officer and Director | Yes (NYSE: CTVA) | Since Nov 2021 |
Board Governance
- Committee assignments: Member, People, Culture, and Compensation Committee (7 meetings in 2024; committee fully independent; uses independent consultant Meridian with no conflicts). No chair roles disclosed.
- Independence: Board determined Magro is independent under NYSE rules; PCCC and Audit committees meet heightened independence standards.
- Attendance and engagement: Board held 6 meetings in 2024; each director attended at least 75% of board/committee meetings; all 11 directors attended the 2024 annual meeting; non-employee directors meet in executive session with each regularly scheduled meeting.
- Board leadership: Independent non-executive Chairman (G.B. Kenny) since Aug 1, 2018; board separates Chair/CEO roles.
Fixed Compensation (Director)
| Element | 2024 Amount/Structure | Notes |
|---|---|---|
| Annual cash retainer | $105,000 | Paid quarterly; no meeting fees; ability to defer cash into RSUs under director plan |
| Additional fees | None for Magro (chair fees not applicable) | Chair retainers exist for Board ($160k), Audit ($25k), PCCC ($20k), CGN ($15k) but Magro is not a chair |
| Cash actually received/Deferred | $105,000 deferred into RSUs (elected deferral) | Footnote confirms Magro deferred cash retainer into RSUs |
| Total 2024 director compensation | $264,863 (cash $105,000; stock awards $159,863; other $0) | No “all other comp” for Magro |
Performance Compensation (Director)
| Element | 2024 Amount/Structure | Vesting/Settlement |
|---|---|---|
| Annual equity retainer | $160,000 value of common stock issued quarterly (trailing 20-day avg price) | Equity retainers are immediately vested and delivered as common stock; if deferred, received as RSUs with settlement ≥6 months after board service ends |
Note: Director equity is not performance-conditioned; there are no performance metrics tied to non-employee director compensation.
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Overlap |
|---|---|---|
| Corteva Agriscience | CEO and Director | Agriculture inputs provider; board has determined Magro is independent and disclosed no material relationship with Ingredion under NYSE rules. |
Expertise & Qualifications
- CEO experience of public companies (Corteva; prior Nutrien), extensive operating, financial, international, M&A, and sales/marketing leadership, with time living and working outside the U.S.
- Board has determined Magro qualifies as an “audit committee financial expert” under Item 407(d)(5), enhancing financial oversight capabilities.
Equity Ownership
| Measure | Amount | Date/Note |
|---|---|---|
| Common stock owned | 0 shares (—) | As of record date Mar 24, 2025 |
| Deferred/phantom and RSU units (aggregate) | 6,759 units | As of Mar 24, 2025 (deferred units do not convey voting/investment power) |
| Deferred RSUs accumulated (historical) | 6,719 units | As of Dec 31, 2024 (director deferral account, incl. dividend equivalents) |
| Ownership guidelines (directors) | 5x annual board cash retainer = $525,000; 5-year window; counts RSUs/phantom | As of Dec 31, 2024 all non-employee directors either exceeded or were within compliance window |
| Hedging/Pledging policy | Hedging prohibited; pledging generally prohibited for directors, with limited exception requiring demonstrated capacity to repay without recourse | Applies to directors and executives |
Insider Trading & Section 16 Compliance
| Item | Status |
|---|---|
| Late Section 16(a) filings for Magro in 2024 | None noted for Magro; the company disclosed late filings for certain other insiders/director, not including Magro. |
| Form 4 transaction details | Not itemized in proxy; ownership and deferral balances disclosed above. |
Governance Assessment
- Positive signals
- Independence confirmed; serves on a key committee (PCCC) that oversees executive/director pay and human capital, bolstered by an independent compensation consultant (Meridian) with no conflicts.
- Financial expertise designation enhances board oversight capacity; deep CEO/operator background in adjacent industries brings strategic and M&A acumen.
- Strong director alignment structures: majority of director pay in equity, quarterly grants, robust 5x retainer ownership guideline; deferral of cash retainer into RSUs further aligns incentives.
- Board process and engagement: regular executive sessions; attendance thresholds met; separated Chair/CEO structure with independent Chair.
- Broader shareholder confidence context: 93% Say‑on‑Pay approval in 2024 signals overall support for compensation governance (contextual to PCCC oversight).
- Watchpoints
- Dual role as CEO and director of Corteva (ag inputs) while serving on Ingredion’s compensation committee could raise perceived interlock/industry adjacency questions; however, the board has determined no material relationship and independence under NYSE rules. Continued monitoring for any related‑party transactions is prudent (none disclosed in the proxy).