Gregory B. Kenny
IngredionAbout Gregory B. Kenny
Independent director and non-executive Chairman of the Board at Ingredion (INGR), age 72, serving since March 2005. He chairs the Corporate Governance and Nominating Committee and has been designated by the Board as an audit committee financial expert. Education: B.S. in Business Administration (Georgetown), MBA (George Washington University), and MPA (Harvard); IndustryWeek Manufacturing Hall of Fame (2013) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Cable Corporation | President & CEO; previously President & COO; EVP & COO; EVP Sales & Marketing; President, Consumer Products Group | CEO Aug 2001–Jun 2015; multiple roles 1992–2001 | Led a global wire/cable manufacturer through multi-decade leadership roles; board director 1997–2015 |
| U.S. Department of State | Foreign Service Officer (international economics and trade) | Began 1975 | Diplomatic service with tours in Washington, D.C. and South America |
| Penn Central Corp. | Operating and business development roles | From 1982 | Corporate strategy roles prior to General Cable |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Cardinal Health, Inc. (CAH) | Independent Chairman of the Board (Chairman since Nov 2018; Lead Director 2014–2018) | Director since 2007; current | Promoted strong independent board leadership; prior chair of Governance and Compensation committees |
| AK Steel Holding Corporation | Director (past) | 2016–2020 | Former director of an integrated steel producer |
| Federal Reserve Bank of Cleveland, Cincinnati Branch | Director (past) | N/A | Regional governance experience |
| IDEX Corporation; Xtek Inc. | Director (past) | N/A | Prior board service at industrial companies |
Board Governance
- Roles at INGR: Non-executive Chairman of the Board since Aug 1, 2018; Chair, Corporate Governance & Nominating Committee (CGNC). Board committees: Audit Committee (Reich – Chair), People, Culture & Compensation (Jordan – Chair), Corporate Governance & Nominating (Kenny – Chair) .
- Independence: Board determined Kenny and nine other non-employee directors are independent under NYSE standards; PCC and Audit Committee members meet heightened independence requirements .
- Attendance and engagement: Board held six meetings in 2024; each director attended at least 75% of board and applicable committee meetings; all 11 directors attended the 2024 annual meeting. Non-employee directors hold executive sessions at each regular meeting, presided over by the Chairman (Kenny) .
- Term and retirement: One-year terms; non-employee directors retire at the annual meeting following their 75th birthday .
- Oversight scope: CGNC oversees director nominations, governance policies, conflicts, compliance (product safety/quality), stockholder engagement, sustainability (environmental, people/food safety, compliance), and business conduct/anti-corruption; board conducts annual risk review; Audit oversees ERM including cybersecurity; PCC oversees pay and human capital .
Fixed Compensation
| Compensation Element | Amount (USD) | Detail |
|---|---|---|
| Annual Cash Retainer | $105,000 | Paid quarterly; can defer to RSUs under director plan |
| Annual Equity Retainer | $160,000 | Issued quarterly, immediately vested and delivered as common stock; deferral to RSUs allowed |
| Additional Retainers: Chairman of the Board | $160,000 | Paid 100% in cash |
| Additional Retainers: CGNC Chair | $15,000 | Paid 100% in cash |
| Director Stock Ownership Requirement | 5x annual cash retainer ($525,000) | Must meet within five years; counts common stock, vested/unvested RSUs, phantom stock units |
| Anti-hedging/pledging policy | Prohibits hedging and generally prohibits pledging/margin accounts; limited exceptions for non-margin loans with demonstrated capacity | Applies to directors and executive officers |
2024 individual compensation (INGR):
| Name | Cash Fees | Stock Awards | Total |
|---|---|---|---|
| Gregory B. Kenny | $280,000 | $159,863 | $439,863 |
Notes:
- Kenny’s higher cash fees reflect added Chair roles (Board and CGNC) .
- Directors are reimbursed for meeting expenses; no meeting fees; may defer retainers to RSUs; indemnification provided per charter/bylaws .
Performance Compensation
- Not applicable for non-employee directors at INGR. Annual equity retainers are time-based and immediately vested (or deferred), with no performance metrics reported for director awards .
Other Directorships & Interlocks
| Company | Role | Committee Roles |
|---|---|---|
| Cardinal Health, Inc. | Independent Chairman of the Board | Prior chair of Governance & Sustainability and Compensation; leads independent director process |
| AK Steel Holding Corporation | Director (former) | N/A |
| Federal Reserve Bank of Cleveland, Cincinnati Branch | Director (former) | N/A |
| IDEX Corporation; Xtek Inc. | Director (former) | N/A |
- Related-party transactions: INGR policy requires Audit Committee or independent directors to pre-approve/ratify related-person transactions >$120,000; none reported since Jan 1, 2024 .
Expertise & Qualifications
- CEO experience at a public company (General Cable); deep operating/manufacturing, accounting/financial, sales/marketing, and international management experience (lived/worked outside the U.S.) .
- Audit committee financial expert designation by INGR Board .
- Governance leadership (non-executive Chair at INGR and CAH; prior lead director roles) .
- Recognitions: IndustryWeek Manufacturing Hall of Fame (2013) .
- Academic credentials: Georgetown (BS), George Washington University (MBA), Harvard University (MPA) .
Equity Ownership
| Holder | Common Shares | Phantom/RSUs | % of Class |
|---|---|---|---|
| Gregory B. Kenny | 0 | 63,338 | <1% |
Additional details:
- As of 12/31/2024, Kenny had 62,969 RSUs accumulated via deferrals and dividend equivalents; RSUs settle post-service (deferred compensation plan) .
- INGR requires non-employee directors to own at least 5x cash retainer within five years; as of 12/31/2024, all non-employee directors either exceeded the requirement or were within the compliance window .
- Anti-hedging and pledging policies apply to directors; pledging exceptions require demonstrated capacity and are not margin loans .
Governance Assessment
- Board effectiveness: Kenny’s dual roles (non-executive Chairman and CGNC Chair) position him to lead executive sessions, oversee governance, director selection, sustainability, and compliance—supported by clear committee charters and annual board risk reviews .
- Independence and attendance: Independent under NYSE standards; board-level attendance threshold met; full director participation at annual meeting—supports engagement and investor confidence .
- Alignment and incentives: Director compensation mix emphasizes equity ($160k equity retainer) with robust ownership guideline (5x cash retainer) and anti-hedging/pledging safeguards; Kenny’s 2024 total compensation was $439,863, reflecting leadership retainers and standard equity grant .
- Conflicts/related parties: No related-party transactions disclosed for 2024; policy in place for pre-approval and monitoring of related-person transactions .
- External commitments: Concurrent role as Independent Chairman at Cardinal Health is disclosed; offers governance experience and healthcare industry perspective. No disclosed interlocks or transactions with INGR that would indicate conflicts .
- Shareholder signals: 2024 Say-on-Pay received 93.1% support (for NEO pay program), indicating broad investor alignment with compensation governance at INGR; PCC Committee independence and use of an independent consultant (Meridian) further strengthen pay governance .
RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging violations, attendance shortfalls, or director-specific compensation anomalies in 2024 .