James Gray

About James Gray

James D. Gray (age 58) is Executive Vice President and Chief Financial Officer of Ingredion, serving since March 2017; he joined Ingredion in 2014 and previously held VP finance roles in North America and Corporate Finance/Planning. He holds a B.S. in Business Administration from UC Berkeley and an MBA from Northwestern’s Kellogg School; prior roles include CFO of PepsiCo’s Gatorade division and VP Finance at PepsiCo Beverages North America . Under his financial leadership, Ingredion delivered 2024 record earnings with diluted EPS $9.71 and Adjusted diluted EPS $10.65, Adjusted EBITDA $1,230M, Adjusted ROIC 14.8%, gross margin expansion to 24%, and 2024 TSR in the top quartile of its performance peers .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

Annual Incentive Plan (AIP) Design and Results (2024)

Notes: AIP payouts range 0–200%; Gray’s aggregate payout was 143.5% of target ($999,029) .

Long-Term Incentive Program (LTIP) — 2024 Grants to Gray (Grant date: Feb 13, 2024)

Approved target equity mix: PSUs $825,000; RSUs $412,500; Options $412,500; total $1,650,000 .

Recent Performance Cycle Outcome (Company-wide PSUs 2022–2024)

Equity Ownership & Alignment

Note: Shares outstanding were 64,299,712 on 3/24/2025 . Gray’s ownership percentage can be derived from these figures.

Employment Terms

• Role/tenure: EVP & CFO since March 2017; at Ingredion since January 2014 (VP roles) .
• Retirement eligibility: As of 12/31/2024, Gray is retirement‑eligible; retirement treatment applies with 6‑month notice (pro‑rata AIP; PSUs pro‑rata by months active subject to actual performance; RSUs/options continue vesting per schedules if >1 year post‑grant) .
• Executive Severance (non‑CIC): Severance payments may be payable upon termination without cause; executive severance agreement provides one times base salary in exchange for restrictive covenants (one‑year term) .
• Change‑in‑Control (double‑trigger): If terminated without Cause or for Good Reason within two years of CIC:
  • Cash: 3× (base salary + target AIP) in lump sum (Gray); continued health/welfare coverage for 36 months; outplacement; limited perquisite continuity .
  • Equity: Options/SARs become exercisable; all other awards vest; performance periods deemed satisfied at target; awards convert to rights to acquire merger consideration .
  • Additional retirement credits and matching for plans (Cash Balance Make‑up/Savings Plan Make‑up) per agreement terms .
• Clawback: Dodd‑Frank/NYSE‑compliant recoupment of excess incentive compensation upon restatements; discretionary recovery for misconduct (fraud/felony/material violations) .
• Non‑compete/non‑solicit: Three‑year non‑compete/non‑solicit post‑CIC termination for Gray; Good Reason and Cause definitions explicitly governed .
• Insider trading: Prohibitions on hedging/pledging; policy applies to family/controlled entities; exception processes outlined .

Compensation Structure Diagnostics

• Pay mix and leverage: Gray’s 2024 target compensation heavily at risk (72% for NEOs; 87% CEO), with AIP focused on Adjusted EBITDA (70%), Working Capital efficiency (15%), Cost/Productivity (15%), plus personal objectives (20%) .
• Equity design balance: 50% PSUs (Adjusted ROIC and rTSR), 25% RSUs (3‑year cliff), 25% stock options (3‑year ratable) .
• Governance and risk: No tax gross‑ups on perquisites or CIC; double‑trigger equity vesting; annual pay risk assessments find programs do not encourage excessive risk .
• Benchmarking: Compensation Peer Group (18 companies across food/beverage/chemicals) targeting median positioning; independent consultant (Meridian) engaged; 2024 Say‑on‑Pay approval ~93% .

Performance & Track Record

• 2024 financials: Net sales $7.4B (−9% YoY; lower corn pass‑through and South Korea sale); gross margin 24% (vs 21%); operating income $883M (impairments); net income $647M; diluted EPS $9.71; Adjusted diluted EPS $10.65 .
• Capital/returns: Adjusted EBITDA $1,230M; Adjusted ROIC 14.8%; Net Debt/Adj. EBITDA 0.7×; $426M capital returned (dividends and repurchases) with 10th consecutive dividend increase .
• TSR: 2024 TSR top quartile vs the Performance Peer Group; 2022–2024 PSU cycle paid at 200% on both Adjusted ROIC and rTSR .

Equity Ownership & Alignment Analysis

• Skin‑in‑the‑game: Significant direct holdings (135,002 shares) and accrued deferred RSUs (17,871); active option exercises and PSU/RSU vesting in 2024 indicate meaningful realized alignment with shareholder outcomes .
• Guideline compliance: 3× salary stock ownership requirement; all NEOs compliant or within window; policies ban hedging and pledging (exceptions rare), mitigating misalignment risks .
• Option economics: Multiple outstanding option tranches with exercise prices below 12/31/2024 close ($137.56), indicating in‑the‑money optionality and continued alignment to price appreciation .

Employment Terms Summary (Severance/CIC Economics)

Investment Implications

• Pay-for-performance alignment: High weighting to Adjusted EBITDA, WC efficiency, and cost/productivity in AIP, plus ROIC and rTSR in PSUs, ties incentives to cash generation, capital efficiency, and shareholder returns; 2022–2024 PSU payout at 200% underscores execution against value‑creation metrics .
• Retention risk: Gray is retirement‑eligible, but 2024–2027 equity vesting schedules (RSUs/options) and PSU cycles create multi‑year retention hooks; double‑trigger CIC mitigates windfall risk .
• Trading signals: Significant in‑the‑money options and scheduled vesting may create periodic selling events; however, ownership guidelines and hedging/pledging prohibitions reduce misalignment concerns .
• Governance quality: Strong Say‑on‑Pay support (~93%), independent PCC oversight with Meridian, robust clawback, and no tax gross‑ups indicate shareholder‑friendly structures .
• Execution posture: 2024 margin expansion, Adjusted EBITDA strength, and top‑quartile TSR reflect disciplined cost/productivity and capital stewardship under Gray’s finance leadership .