James P. Zallie
IngredionAbout James P. Zallie
James P. Zallie, 63, has served as President & Chief Executive Officer of Ingredion since January 1, 2018 and as a director since September 2017 . Under his leadership, 2024 was a record earnings year: diluted EPS rose to $9.71 from $9.60 with adjusted diluted EPS of $10.65, despite net sales declining 9% to $7.4B on lower corn pass-through and the sale of the South Korea business; gross margin expanded ~270 bps on operational excellence initiatives . The company reported top-quartile TSR versus its Performance Peer Group in both 2023 and 2024, and 2022–2024 PSUs paid at 200% driven by Adjusted ROIC of 13.0% and rTSR at the 95th percentile . Governance structure separates the CEO and Chair roles; G.B. Kenny is non-executive Chairman, with independent directors presiding over executive sessions at each regular board meeting .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ingredion | President & CEO | 2018–present | Led record EPS in 2024 and top-quartile TSR versus peers; executed resegmentation and operational improvements expanding gross margins . |
| Ingredion | EVP, Global Specialties & President, Americas | 2016–2017 | Drove growth in specialty ingredients in Americas region . |
| Ingredion | EVP, Global Specialties & President, North America & EMEA | 2014–2015 | Led regional operations and specialty portfolio development . |
| Ingredion | EVP, Global Specialties & President, EMEA & Asia-Pacific | 2012–2014 | Managed global specialties across international markets . |
| Ingredion | EVP & President, Global Ingredient Solutions | 2010–2012 | Integrated National Starch and expanded solutions portfolio . |
| National Starch LLC | President & CEO | 2007–2010 | Led business later acquired by Ingredion (Oct 2010) . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Sylvamo Corporation (NYSE: SLVM) | Director | Current | Public company directorship . |
| Northwestern Medicine North Region | Director | Current | Not-for-profit board . |
| Innophos Holdings, Inc. (formerly public) | Director | 2014–2018 | Prior public company board service . |
Fixed Compensation
- Base salary: $1,245,600 in 2024 (+3.8% vs 2023) .
- Limited perquisites in 2024: car allowance/lease, financial planning/tax prep, executive physical; CEO perquisites totaled $13,171 .
- No employment agreements; base and incentives reviewed annually by the People, Culture & Compensation Committee (PCCC) with Meridian as independent consultant (no conflicts) .
Multi-year compensation (CEO):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 1,143,526 | 1,195,600 | 1,241,800 |
| Stock Awards ($) | 4,756,723 | 5,182,466 | 5,663,846 |
| Option Awards ($) | 1,562,393 | 1,599,741 | 1,699,996 |
| AIP (Non-Equity Incentive) ($) | 1,792,396 | 2,363,400 | 2,704,247 |
| Pension/Deferred Comp Change ($) | 29,572 | 557,470 | 365,233 |
| All Other Comp ($) | 192,256 | 203,315 | 228,559 |
| Total ($) | 9,476,866 | 11,101,992 | 11,903,681 |
Performance Compensation
Annual Incentive Plan (AIP) design and 2024 outcome:
- CEO target: 150% of base salary (target $1,868,400) .
- 2024 metrics and weights: Adjusted EBITDA 70%; Working Capital as % of Net Sales 15%; Cost/Productivity 15%; Personal Objectives 20% .
| Measure | Weight | Threshold | Target | Maximum | 2024 Actual | Payout vs Scale |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 70% | 1,014.9 | 1,194.0 | 1,313.4 | 1,228.3 | 128.7% |
| Working Capital % of Net Sales | 15% | 26.2% | 22.8% | 19.4% | 20.1% | 180.5% |
| Cost/Productivity ($mm) | 15% | 15.3 | 18.0 | 24.0 | 23.5 | 191.7% |
2024 AIP payout (CEO): Financial component 145.9%; Personal Objectives 140%; Aggregate 144.7% ($2,704,247) .
Long-Term Incentives (granted Feb 13, 2024):
- Mix: PSUs 50%, RSUs 25%, Stock Options 25% .
- CEO grant-date target values: PSUs $3,400,000; RSUs $1,700,000; Options $1,700,000; Total $6,800,000 .
- PSU metrics (2024–2026 cycle): 50% Adjusted ROIC (threshold <8%, target 10%, max ≥12%); 50% rTSR vs a 20-company Performance Peer Group (threshold <25th pct, target 50th, max ≥75th); payout 0–200% .
- Recent PSU result: 2022–2024 cycle paid 200% (Adjusted ROIC 13.0%; rTSR 95th percentile) .
| LTI Element | Structure | Vesting/Term | 2024 CEO Grant |
|---|---|---|---|
| PSUs | 3-yr performance; 0–200% payout | Settle in stock post-cycle | $3,400,000 |
| RSUs | Time-based | 3-year cliff | $1,700,000 |
| Stock Options | Appreciation-only | 3-yr ratable; 10-yr term | $1,700,000 |
Clawback and risk controls: Dodd-Frank/NYSE-compliant clawback with 3-year lookback for any restatement; discretionary recoupment for misconduct; annual risk review found no excessive risk-taking features .
Equity Ownership & Alignment
- Beneficial ownership (record date March 24, 2025): 702,202 shares; plus 47,710 deferred/RSU units; 1.2% of outstanding; includes 626,831 shares acquirable via options within 60 days .
- Stock ownership guideline: CEO 6x base salary; compliance monitored; all NEOs exceeded or are within 5-year window as of 12/31/2024 .
- Hedging/pledging: Executive officers prohibited from hedging; pledging generally prohibited (case-by-case exception possible with demonstrated capacity) .
- CEO receives no additional compensation for serving as a director .
Ownership detail (as of 3/24/2025):
| Category | Amount |
|---|---|
| Beneficially owned common shares (#) | 702,202 |
| Shares underlying phantom stock units/RSUs (#) | 47,710 |
| Percent of class (%) | 1.2% |
| Options exercisable within 60 days (#) | 626,831 |
Deferred compensation: 2024 contributions $216,084 (exec) and $195,598 (company); aggregate balance $4,533,859 .
Vesting/retirement/death-disability treatment:
- RSUs: 3-yr cliff; pro-rata or continued vesting in specified separation scenarios; 2024 awards pro-rata on death/disability; 6-month notice required to receive retirement treatment for equity from 2024 onward .
- Options: 3-yr ratable; continued vesting allowances per scenario; 2024 options continue to vest upon death/disability; post-event exercise windows apply .
- PSUs: Pro-rata at target on death/disability; actual performance for retirement treatment; target vesting upon qualified CIC double-trigger .
Employment Terms
- No employment agreement (company does not maintain executive employment contracts) .
- Severance (non-CIC): May receive severance (typically one times base salary for executives via Executive Severance Pay Plan) with confidentiality, non-compete, and non-solicit agreements; COBRA and outplacement provided per plan terms .
- Change-in-control (double-trigger):
- CEO (and CFO): 3x (highest base salary in prior 36 months) + 3x target annual bonus, paid lump sum; continued health/welfare for 36 months; outplacement and limited perquisite continuation .
- Equity upon CIC: Options and other awards vest; performance periods lapse; PSUs treated at target for executive officers upon qualifying termination within two years post-CIC .
- Restrictive covenants: CEO/CFO three-year non-compete and non-solicit; certain other executives two-year .
Estimated payments (CEO) as of 12/31/2024 (illustrative):
| Scenario | Cash Severance | AIP | Options | RSUs | PSUs | Benefits/Retirement/Other | Total |
|---|---|---|---|---|---|---|---|
| Involuntary Termination (No CIC) | 1,245,600 | 2,704,247 | 5,319,217 | 5,439,820 | 4,330,710 | — | 19,039,594 |
| Change in Control (Double-Trigger) | 9,342,000 | 1,868,400 | 5,319,217 | 7,014,444 | 8,634,641 | 1,195,449 (benefits/retirement/perqs/outplacement) | 33,374,151 |
Board Governance (including Zallie’s board service and implications)
- Board service: Director since 2017; currently serves solely as a management director (President & CEO) and not on standing committees .
- Independence/Chair structure: Ten of 11 directors are independent; non-executive Chairman (G.B. Kenny) since 2018; CEO and Chair roles separated, mitigating CEO/Chair concentration risks .
- Committee independence: All members of Audit and PCCC are independent; PCCC oversees executive pay with Meridian as independent consultant .
- Meetings/attendance: Board held six meetings in 2024; each director attended at least 75% of board and committee meetings; executive sessions of non-employee directors occur at each regular meeting .
- Director pay: CEO receives no additional director compensation .
Performance & Track Record
- 2024 performance: net sales $7.4B (-9% YoY) on lower price mix and divestiture; gross margin +~270 bps; diluted EPS $9.71; adjusted diluted EPS $10.65 .
- Capital allocation: Returned $426M to shareholders in 2024 via dividend (10th consecutive annual increase) and repurchase of 1.65M shares .
- AIP outcome reflects strong execution: CEO AIP paid 144.7% of target in 2024; PCCC assessed robust results across EBITDA, working capital efficiency, and cost/productivity .
- Long-term alignment: Two consecutive PSU cycles (2021–2023; 2022–2024) paid at 200% based on above-maximum Adjusted ROIC and top-decile rTSR .
Compensation Structure Analysis
- Mix and leverage: Approximately 87% of CEO’s 2024 target total direct compensation was performance-based; LTI split among PSUs/RSUs/options to balance performance and retention .
- AIP metrics evolution: In 2023, AIP included Specialty Net Revenue Growth; in 2024 the design emphasized Adjusted EBITDA, working capital efficiency, and cost/productivity—tightening near-term cash and operational discipline .
- Clawback/hedging: Enhanced clawback policy (NYSE/SEC compliant) and hedging/pledging prohibitions align pay with long-term outcomes and risk management .
- Shareholder support: Say-on-pay approval ~93% in 2024 and 96% in 2023, indicating strong investor alignment .
Compensation & Incentives – Detailed Tables
2024 AIP Payout (CEO):
| Target ($) | Financial Payout (%) | Financial Payout ($) | Personal Objectives (%) | Personal Objectives ($) | Aggregate Payout (%) | Aggregate Payout ($) |
|---|---|---|---|---|---|---|
| 1,868,400 | 145.9% | 2,181,095 | 140.00% | 523,152 | 144.7% | 2,704,247 |
2024 CEO Annual Equity Grants:
| PSUs ($) | RSUs ($) | Stock Options ($) | Total ($) |
|---|---|---|---|
| 3,400,000 | 1,700,000 | 1,700,000 | 6,800,000 |
PSU Plan Metrics:
| Cycle | Metric | Weight | Threshold | Target | Maximum | Actual/Payout |
|---|---|---|---|---|---|---|
| 2024–2026 | Adjusted ROIC | 50% | <8% | 10.0% | ≥12% | TBD |
| 2024–2026 | rTSR (vs 20 peers) | 50% | <25th pct | 50th pct | ≥75th pct | TBD |
| 2022–2024 | Adjusted ROIC | 50% | — | — | — | 13.0% / 200% |
| 2022–2024 | rTSR | 50% | — | — | — | 95th pct / 200% |
Equity Ownership & Financial Performance
Beneficial Ownership (CEO) – as of 3/24/2025:
| Shares Owned (#) | Phantom/RSUs (#) | % of Class | Exercisable Options within 60 days (#) |
|---|---|---|---|
| 702,202 | 47,710 | 1.2% | 626,831 |
Company Financials (FY, USD):
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Revenues ($) | 5,987,000,000 | 6,894,000,000 | 7,946,000,000 | 8,160,000,000 | 7,430,000,000 |
| EBITDA ($) | 893,000,000* | 901,000,000* | 979,000,000* | 1,180,000,000* | 1,220,000,000* |
| EBITDA Margin (%) | 14.92%* | 13.07%* | 12.32%* | 14.46%* | 16.42%* |
| Values retrieved from S&P Global.* |
Compensation Peer Group and Say-on-Pay
- Compensation Peer Group (examples): Campbell Soup, Clorox, Conagra, Constellation Brands, Darling Ingredients, Eastman Chemical, Flowers Foods, Hershey, Hormel, J.M. Smucker, Kellanova, Keurig Dr Pepper, Lamb Weston, McCormick, Molson Coors, Post Holdings, TreeHouse Foods . Target positioning around median; used for design and pay benchmarking .
- Performance Peer Group (examples): ADM, Kerry Group, Tate & Lyle, Sensient, Ecolab, Tyson, Unilever, etc.; used for rTSR benchmarking in PSUs .
- Say-on-Pay approval: ~93% (2024); ~96% (2023) .
Employment & Contracts
- Severance/CIC summarized above; double-trigger required; equity vests at target for PSUs upon qualifying CIC termination; benefits continuation and outplacement included .
- Non-compete/non-solicit: CEO subject to three-year restrictions upon qualifying CIC termination; release and restrictive covenants are required for severance benefits .
Risk Indicators & Red Flags (as disclosed)
- No hedging; pledging generally prohibited per policy; exceptions require demonstrated repayment capacity (no exceptions disclosed in proxy) .
- No tax gross-ups on perquisites; no option repricing; annual risk review concluded pay programs do not encourage excessive risk-taking .
- Section 16 compliance: company reported certain late Form 4s for other insiders; none cited for the CEO .
Investment Implications
- Strong pay-for-performance linkage: Above-target AIP payout (144.7%) and consecutive 200% PSU cycles reflect robust operational execution and top-decile rTSR, aligning realized pay with shareholder outcomes .
- Retention and continuity: Significant unvested equity, robust ownership requirement (6x salary), and double-trigger CIC protection with three-year post-CIC non-compete support leadership stability through strategic cycles .
- Potential supply overhang considerations: Large number of exercisable options (626,831 within 60 days) could contribute to incremental selling upon exercise, though hedging/pledging restrictions mitigate alignment concerns .
- Governance quality: Independent chair, fully independent key committees, and strong shareholder support on pay (~93%–96%) reduce governance risk and signal broad investor alignment .
Notes: All figures and disclosures sourced from Ingredion’s 2025 and 2024 DEF 14A and related filings as cited. EBITDA and EBITDA margin values marked with an asterisk are retrieved from S&P Global and not directly from the company’s filings.*