David B. Fischer
IngredionAbout David B. Fischer
Independent director at Ingredion since May 2013; age 62. Former Chief Executive Officer and director of Greif, Inc. (CEO Nov 2011–Oct 2015; President Oct 2007–Oct 2015), bringing operating/manufacturing, sales/marketing, general management, and international leadership experience. Current service on Balchem Corporation’s board (including its compensation committee), plus multiple private-company boards underscores compensation oversight expertise and industry adjacency. The Board has affirmatively determined he is independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Greif, Inc. | Chief Executive Officer and director | CEO Nov 2011–Oct 2015; President Oct 2007–Oct 2015 | Led an industrial packaging manufacturer with global operations; broad operating and international experience cited by Ingredion as director qualification. |
External Roles
| Organization | Role | Status/Notes |
|---|---|---|
| Balchem Corporation | Director; member of its compensation committee | Publicly traded performance ingredients company serving food/nutrition/feed/pharma; service on compensation committee noted in qualifications. |
| DoMedia Inc. | Director | Privately held technology company operating a marketplace for out‑of‑home advertising. |
| 10x Engineered Materials LLC | Chairman of the Board; Co‑founder | Privately held, materials science-based industrial abrasives. |
| Flexible Products and Services (subsidiary of National Scientific Co. Ltd.) | Chairman of the Board | Wholly owned subsidiary—chair role. |
| Partners for Care | Board member | U.S.-based not‑for‑profit focused on water, health, and nutrition. |
Board Governance
- Committee assignments: People, Culture, and Compensation Committee (PCC) member. PCC composition in 2024: Rhonda L. Jordan (Chair), David B. Fischer, Charles V. Magro; 7 meetings held.
- Independence: The Board determined Fischer is independent under NYSE rules; PCC and Audit Committee members meet heightened independence standards.
- Attendance and engagement: Board held six meetings in 2024; each director attended at least 75% of board/committee meetings; all 11 directors attended the 2024 annual meeting.
- Executive sessions: Non‑employee directors meet in executive session at each regularly scheduled board meeting; Chair of the Board presides.
- Board leadership: Positions of Chair and CEO separated; Gregory B. Kenny serves as independent non‑executive Chair.
- Tenure/retirement: No term limits; non‑employee directors retire no later than the annual meeting following their 75th birthday.
Fixed Compensation
| Element | Amount ($) | Notes |
|---|---|---|
| Annual Cash Retainer | 105,000 | Paid quarterly; no meeting fees; reimbursed expenses only. |
| Annual Equity Retainer | 160,000 | Delivered as common stock quarterly using trailing 20‑day average closing price; immediately vested; optional RSU deferral. |
| Chair retainers (if applicable) | PCC Chair: 20,000; Audit Chair: 25,000; CGN Chair: 15,000; Chairman of the Board: 160,000 | Paid 100% in cash; Fischer is not a chair. |
2024 Non‑employee director compensation (David B. Fischer):
| Item | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 105,000 |
| Stock Awards (grant‑date fair value) | 159,863 |
| All Other Compensation | — |
| Total | 264,863 |
Ownership guidelines (non‑employee directors):
- Required holding: ≥5x annual board cash retainer (currently $525,000). As of Dec 31, 2024, all non‑employee directors either exceeded requirements or were within the five‑year compliance window.
Performance Compensation
Non‑employee directors do not receive performance‑based pay; equity retainers are immediately vested (with optional deferral), and no meeting fees are paid. As a PCC member, Fischer oversees executive pay programs and performance metrics.
2024 AIP (executive annual incentive) metrics overseen by PCC:
| Performance Measure | Weight | Threshold | Target | Maximum | 2024 Achievement |
|---|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 70% of AIP (80% of AIP is financial metrics) | 1,014.9 | 1,194.0 | 1,313.4 | 1,228.3; payout 128.7% |
| Working Capital as % of Net Sales | 15% | 26.2% | 22.8% | 19.4% | 20.1%; payout 180.5% |
| Cost/Productivity ($mm) | 15% | 15.3 | 18.0 | 24.0 | 23.5; payout 191.7% |
PSU (long‑term) design overseen by PCC (2024 grant cycle):
| Metric | Weight | Threshold | Target | Maximum |
|---|---|---|---|---|
| Adjusted ROIC (%) | 50% | <8% | 10.0% | ≥12% |
| Relative TSR (percentile) | 50% | <25th | 50th | ≥75th |
Clawback policy (revised Oct 2023 to align with SEC/NYSE): Recovers excess incentive‑based compensation over a three‑year lookback following restatements, with discretionary recovery for misconduct/fiduciary breaches.
Other Directorships & Interlocks
| Company/Entity | Market status | Potential adjacency to INGR |
|---|---|---|
| Balchem Corporation | Public | Manufactures performance ingredients for food/nutrition and other sectors (industry adjacency requires ongoing monitoring via related‑party policy; no related‑person transactions disclosed). |
| DoMedia Inc. | Private | Advertising technology; not an ingredient competitor/customer. |
| 10x Engineered Materials LLC | Private | Materials/industrial abrasives; non‑core to INGR. |
| Flexible Products and Services | Private subsidiary | Chair role; unrelated to INGR’s ingredients core. |
| Partners for Care | Non‑profit | Humanitarian focus; no commercial conflict. |
Compensation committee interlocks: None—no insider participation or interlocks in 2024.
Expertise & Qualifications
- Former public‑company CEO with manufacturing, operations, sales/marketing, general management, and international responsibility (U.S. and Switzerland).
- Public board experience (Balchem), including compensation committee service; additional private and non‑profit board roles.
- Qualifications cited by INGR include CEO experience, multi‑functional operating background, international scope, and compensation governance expertise.
Equity Ownership
| Item | Amount |
|---|---|
| Shares of common stock owned directly | 1,935 |
| Shares underlying phantom stock units and RSUs (deferred) | 15,482 |
| % of class | <1% (denominator: 64,299,712 shares outstanding) |
| RSUs accumulated in director deferral account (aggregate) | 15,391 units (incl. dividend equivalents) |
| Hedging/pledging | Hedging prohibited; pledging generally prohibited with narrow, case‑by‑case exceptions requiring financial capacity review. |
Stock ownership requirements (≥5x annual cash retainer) and compliance: All non‑employee directors either met or were within the five‑year window as of Dec 31, 2024.
Insider reporting status:
| 2024 Section 16(a) delinquencies named? | Status |
|---|---|
| David B. Fischer | Not listed among late filers; delinquencies section names other individuals. |
Governance Assessment
- Strengths: Independent status; active PCC membership; robust governance architecture with non‑executive Chair; executive sessions; clear nomination criteria; and comprehensive risk oversight across Board/Audit/PCC/CGN.
- Pay oversight: PCC uses independent consultant (Meridian) with no conflicts; pay-for-performance structure uses diversified, quantifiable metrics; 2024 say‑on‑pay support was ~93%, indicating shareholder alignment.
- Alignment: Director equity retainer larger than cash retainer; stringent director stock ownership guidelines (≥5x cash retainer).
- Controls: Updated Dodd‑Frank/NYSE‑aligned clawback; insider trading policy prohibits hedging and generally pledging; related‑party transaction policy with Audit Committee oversight; no related‑person transactions since Jan 1, 2024.
- Watch items: Long tenure without term limits warrants continued self‑evaluation (Board policy offsets via annual assessments); monitor industry adjacency due to Balchem directorship, though Board independence and related‑party procedures mitigate risk; pledging exception pathway exists but requires demonstrated financial capacity and case‑by‑case approval.