Patricia Verduin

About Patricia Verduin

Patricia Verduin, age 65, has served as an independent director of Ingredion since May 2023. She is a member of the Corporate Governance and Nominating Committee (CGNC) and is the former Chief Technology Officer, Global Technology at Colgate-Palmolive (2009–2023), with four decades of leadership in innovation, operations, scientific policy, sustainability, and communications . The Board has affirmatively determined she is independent under NYSE rules; the Board met six times in 2024 and each director attended at least 75% of Board and relevant committee meetings, with all 11 directors attending the 2024 annual meeting .

Past Roles

External Roles

Board Governance

• Committee assignments: Member, Corporate Governance and Nominating Committee; CGNC held 4 meetings in 2024 and oversees director nominations, governance principles, board composition, conflicts of interest, product safety/quality, sustainability, and compliance programs .
• Independence: The Board determined Verduin and all CGNC members are independent under NYSE rules .
• Attendance and engagement: Board met 6 times in 2024; each director attended at least 75% of Board/committee meetings during their period of service; all 11 directors attended the 2024 annual meeting. Non-employee directors (all 10 independent) meet in executive session at each regularly scheduled Board meeting, chaired by the independent Board Chair .
• Board leadership: Independent non-executive Chairman (Gregory B. Kenny); committees operate under written charters published on the IR site .

Fixed Compensation

• Non-employee director compensation elements for 2024: Annual cash retainer $105,000; annual equity retainer $160,000; Committee chair retainers: Audit $25,000; PCC $20,000; CGNC $15,000; Chairman of the Board $160,000. Payments made quarterly; equity retainer delivered in common stock based on trailing 20-day average price; directors may defer cash/equity into RSUs; no meeting fees; reimbursement of expenses; indemnification and director liability insurance .
• Director stock ownership requirement: Minimum 5× annual cash retainer ($525,000) within five years; counts common stock, vested/unvested restricted stock/units, and phantom units; as of Dec 31, 2024 all non-employee directors either exceeded requirements or were within the five-year compliance window .

Performance Compensation

• Note: Ingredion’s non-employee directors are paid via cash/equity retainers and do not receive performance-based incentive awards; equity retainers are immediately vested unless deferred .
• Company pay-for-performance architecture (executives) overseen by PCC Committee:
  • Annual Incentive Plan (AIP) metrics and 2024 performance: Adjusted EBITDA (70% of AIP; weight within financial component 70%), Working Capital as % of Net Sales (15%), Cost/Productivity (15%); personal objectives (20%). 2024 results: Adjusted EBITDA achievement 128.7% vs target; WC% achievement 180.5%; Cost/Productivity achievement 191.7% .
  • Long-term PSU metrics (2024–2026 cycle): Adjusted ROIC 50% (threshold <8%, target 10%, max ≥12%); Relative TSR 50% (threshold <25th percentile, target 50th, max ≥75th) .
  • PSU results (2022–2024 cycle): Adjusted ROIC actual 13.0% (200% payout); Relative TSR 95th percentile (200% payout); final payout 200% of target .

Other Directorships & Interlocks

• Related persons policy requires Audit Committee or independent directors to approve transactions >$120,000 involving directors/officers, immediate family, or controlled entities; none occurred since Jan 1, 2024 .

Expertise & Qualifications

• Four decades in consumer-packaged goods, with significant contributions in innovation, operations, scientific policy, communications, product launch leadership (regulatory and quality), and sustainability program leadership .
• Board experience across multiple public companies (Avient, FMC; prior Monsanto), adding technology and industry expertise relevant to Ingredion’s markets .

Equity Ownership

• Director stock ownership requirement: minimum 5× annual cash retainer ($525,000) within five years of election; eligible share types counted include common stock, vested/unvested restricted stock/units, phantom stock units; as of Dec 31, 2024, all non-employee directors either exceeded requirements or were within compliance window .
• Hedging/pledging: Directors and executive officers are prohibited from hedging and generally prohibited from pledging Company stock (limited exceptions for non-margin loans with demonstrated capacity), and from holding Company securities in margin accounts .

Governance Assessment

• Committee effectiveness: Active CGNC oversight of nominations, governance, sustainability, product safety/quality, conflict reviews, and compliance; CGNC had 4 meetings in 2024; Verduin’s domain expertise in innovation and sustainability is well-aligned with CGNC remit .
• Independence and engagement: Independent status under NYSE rules; Board conducted six meetings in 2024 with directors meeting minimum attendance thresholds; regular executive sessions of independent directors enhance oversight .
• Compensation alignment: Director pay is equity-weighted, with robust ownership requirements; no meeting fees; structure reviewed biennially using peer benchmarking by Meridian (independent consultant), supporting investor alignment .
• Pay-for-performance culture: Company’s AIP and PSU designs use diversified financial metrics (Adjusted EBITDA, WC%, Cost/Productivity) and long-term Adjusted ROIC/Relative TSR; recent PSU cycle paid 200% based on superior performance, reinforcing performance orientation .
• Shareholder signals: Say-on-pay approval was ~93% at the 2024 annual meeting, indicating broad investor support for compensation programs overseen by the PCC .
• RED FLAGS: None disclosed—no related-party transactions since Jan 1, 2024; hedging/pledging generally prohibited; independence affirmed; director attendance adequate; no director-specific conflicts noted in proxy .