Jorge A. Uribe
IngredionAbout Jorge A. Uribe
Independent director of Ingredion Incorporated; age 68; director since July 2015. Former Global Productivity and Organization Transformation Officer at Procter & Gamble (December 2012–July 2015) with 33+ years of multi-regional leadership experience across Latin America, Europe, Middle East, and Asia, emphasizing operating excellence and organization transformation. Currently serves on Ingredion’s Corporate Governance and Nominating Committee, with board-determined independence under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Procter & Gamble Company | Global Productivity and Organization Transformation Officer | Dec 2012 – Jul 2015 | Led global productivity and organization transformation; multi-country operating responsibility across LATAM, Switzerland, Central America & Caribbean, Cyprus, Malaysia, UAE & Gulf, Saudi Arabia, Colombia. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Mills, Inc. | Director | Current (as of Mar 24, 2025 record date context) | Compensation Committee; Public Responsibility Committee. |
| Grupo Argos, S.A. | Director | Current | Director at Colombian multi-national holding (cement, electricity, concessions, real estate). |
| Carvajal S.A. (private) | Director | Current | Director at privately held manufacturer of packaging, paper, education materials, technology/services. |
Board Governance
- Committee assignments: Corporate Governance and Nominating Committee (member; not chair). CGN met 4 times in 2024; committee oversees director nominations, independence, conflicts of interest, governance policies, sustainability and compliance programs.
- Independence: Board determined Mr. Uribe is independent; PCC and Audit committees also fully independent.
- Attendance and engagement: Board held 6 meetings in 2024; each director attended at least 75% of board and committee meetings; all 11 directors attended the 2024 annual meeting; non-employee directors hold executive sessions at each regular board meeting.
- Board leadership: Independent non-executive Chairman (Gregory B. Kenny); lead director appointed if CEO/Chair roles combined in future.
Fixed Compensation
| Component | 2024 Policy/Amount | Mr. Uribe 2024 Actual |
|---|---|---|
| Annual Cash Retainer | $105,000 (paid quarterly) | $105,000 fees earned/paid in cash. |
| Annual Equity Retainer | $160,000 in common stock, issued quarterly at trailing 20-day average price; immediately vested; deferral to RSUs permitted. | $159,863 stock awards granted (quarterly issuance mechanics). |
| Committee Chair Fees | Audit Chair $25,000; PCC Chair $20,000; CGN Chair $15,000 (cash). | Not applicable (member, not chair). |
| Meeting Fees | None; expenses reimbursed. | None. |
| Director Ownership Guideline | 5x annual board cash retainer ($525,000) within 5 years; counts common stock + vested/unvested RSUs/phantom units; all directors compliant or within window as of Dec 31, 2024. | Compliant or within 5-year window as of Dec 31, 2024 (board-wide disclosure). |
Performance Compensation
| Component | Performance Condition | Vesting/Settlement | Notes |
|---|---|---|---|
| Equity Retainer (Common Stock) | None (time-based grant as immediately vested shares) | Delivered quarterly, immediately vested. | Directors may defer cash retainer into RSUs; equity retainer can be deferred to RSUs; RSUs settle ≥6 months post-board service. |
| RSU Deferrals | No performance metrics; dividend equivalents accrue. | Settlement deferred until ≥6 months after end of service. | Mr. Uribe had 12,513 RSUs accumulated in deferral account as of Dec 31, 2024 (including dividend equivalents). |
No pay-for-performance metrics are tied to non-employee director compensation at Ingredion; director equity grants are not subject to performance hurdles, aligning independence and oversight objectives.
Other Directorships & Interlocks
- Interlocks and potential conflicts: Mr. Uribe serves on General Mills’ board and its compensation and public responsibility committees. General Mills is included in Ingredion’s 2024 Performance Peer Group used for rTSR benchmarking, signaling industry proximity; no related-party transactions with General Mills disclosed.
- Consultant independence: Meridian Compensation Partners serves as PCC’s independent consultant; assessed no conflicts; does not provide other services to the Company.
Expertise & Qualifications
- Operating and general management; sales and marketing; extensive international leadership with multi-country operational responsibility.
- Service on public company boards and compensation committee at another public company (General Mills).
- Board considers his experience relevant to governance and international operations; qualifications emphasize oversight and strategic guidance.
Equity Ownership
| Item | Amount | Detail/Calculation |
|---|---|---|
| Common Shares Owned | 5,150 shares. | |
| Deferred/Phantom/RSUs | 12,586 shares represented by deferred phantom stock units and RSUs (not vested within 60 days). | |
| Ownership % of Outstanding | ~0.008% (5,150 ÷ 64,299,712 outstanding shares as of Mar 24, 2025). | |
| Pledging/Hedging | Company policy prohibits hedging; pledging generally prohibited with limited exceptions requiring capacity to repay without recourse to pledged securities; no pledging disclosed for Mr. Uribe. |
Insider Trades and Section 16 Compliance
| Year | Item | Detail |
|---|---|---|
| 2024 | Late Section 16 filings | Two Form 4 reports were filed late for Jorge Uribe related to transfer of shares to a trust. |
Governance Assessment
- Strengths:
- Independence and committee role on CGN (oversight of director nominations, independence, conflicts, sustainability, and compliance).
- Solid engagement indicators: board-wide ≥75% attendance; executive sessions at each meeting; participation in 2024 annual meeting.
- Ownership alignment: board-wide compliance or within window for 5x cash retainer guideline; Mr. Uribe holds common shares and deferred RSUs.
- Director pay structure majority equity, no meeting fees; equity immediately vested but optional deferral enhances long-term alignment.
- Watch items / potential red flags:
- Late Form 4 filings (two, related to trust transfers) — a minor compliance lapse but noted; monitor future timeliness.
- External board at General Mills (industry peer in Ingredion’s performance peer set) could create informational interlocks; no related-party transactions disclosed, but continued oversight warranted for conflicts.
- Overall implication: Mr. Uribe’s long international operating background and service on governance-focused committees support board effectiveness; compensation and ownership policies indicate alignment; limited compliance lapse noted without evidence of material governance risk.