Rhonda L. Jordan
IngredionAbout Rhonda L. Jordan
Rhonda L. Jordan is an independent director of Ingredion, age 67, serving on the board since November 2013, and currently chairs the People, Culture, and Compensation Committee; she previously held senior leadership roles at Kraft Foods including President, Global Health & Wellness and Sustainability (Sep 2009–Mar 2012), and earlier led Kraft’s Cheese & Dairy and Grocery business units . The board has determined she qualifies as an audit committee financial expert under SEC Item 407(d)(5) based on her experience and credentials . She serves as a director of ESAB Corporation and holds roles with privately held Bush Brothers & Company (lead director) and I and Love and You (director), expanding her governance perspective across manufacturing, food, and consumer sectors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kraft Foods Inc. | President, Global Health & Wellness, and Sustainability | Sep 2009–Mar 2012 | Led global health, wellness, and sustainability strategy; senior operating and marketing leadership |
| Kraft Foods Inc. | President, Cheese & Dairy business unit | Not disclosed | Operating and general management experience in branded foods |
| Kraft Foods Inc. | President, Grocery business unit | Not disclosed | Operating and general management experience in branded foods |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ESAB Corporation (NYSE) | Director | Not disclosed | Board notes service as compensation committee chair and nominating & corporate governance committee member at a public company |
| Bush Brothers & Company (Private) | Lead Director | Not disclosed | Governance leadership for a branded vegetable processor |
| I and Love and You (Private) | Director | Not disclosed | Board role at a pet food/treats company |
Board Governance
- Independence: The board affirmed Jordan’s independence under NYSE rules; all PCC Committee members and Audit Committee members meet enhanced independence requirements .
- Committee assignments: Chair, People, Culture, and Compensation Committee (PCC); not a member of Audit or Corporate Governance & Nominating (CGN) Committees .
- Attendance: The board held six meetings in 2024; each director attended at least 75% of the board and applicable committee meetings, and all 11 directors attended the 2024 annual meeting .
- Executive sessions: Non‑employee directors meet in executive session at each regularly scheduled board meeting; the Chairman presides .
- Board leadership: Roles of Chairman and CEO are separated; an independent non‑executive chairman leads the board (G. B. Kenny) .
| 2024 Meeting Counts | Number |
|---|---|
| Board | 6 |
| Audit Committee | 10 |
| PCC Committee | 7 |
| CGN Committee | 4 |
Fixed Compensation
| Component (2024) | Amount (USD) |
|---|---|
| Annual Cash Retainer | $105,000 |
| PCC Committee Chair Retainer | $20,000 |
| Cash Fees Earned (Jordan) | $125,000 |
| All Other Compensation (Charitable match) | $8,500 |
- Program design: No meeting fees; directors reimbursed for meeting expenses; liability insurance and indemnification provided; chair retainers paid 100% in cash .
- Benchmarking: PCC reviews non‑employee director pay every other year using the Compensation Peer Group; pay generally positioned near median and majority paid in equity; Meridian acts as independent consultant and does not provide other services to the Company .
Performance Compensation
| Component (2024) | Amount/Structure |
|---|---|
| Annual Equity Retainer (policy) | $160,000 (issued quarterly; calculated by 20‑day average closing price) |
| Stock Awards Reported (Jordan) | $159,863 (grant-date fair value under ASC 718) |
| Vesting | Equity retainers are immediately vested and delivered as common stock; if deferred, delivered as RSUs with settlement ≥6 months post‑board service |
| RSU Deferral Balance (as of 12/31/2024) | 24,441 units accumulated in deferral account (incl. dividend equivalents) |
- Deferral mechanics: Directors may defer cash retainer into RSUs under the Stock Incentive Plan; settlement deferred until ≥6 months after board service ends .
- Clawback oversight: PCC oversees compliance with the Company’s incentive compensation recoupment policy for covered officers; director equity is not performance‑metric based .
Other Directorships & Interlocks
| Company | Type | Role/Interlock | Notes |
|---|---|---|---|
| ESAB Corporation | Public | Director | Board notes her comp committee chair and nom/gov member experience at a public company |
| Bush Brothers & Company | Private | Lead Director | No related‑party transactions disclosed for PCC members |
| I and Love and You | Private | Director | No related‑party transactions disclosed for PCC members |
- Interlocks: The proxy discloses no compensation committee interlocks or relationships requiring related‑party disclosure for PCC members in 2024 .
Expertise & Qualifications
- 25 years of operating, general management, and marketing experience in a large, publicly held global corporation (Kraft) .
- Audit committee financial expert designation by the board; financially literate with oversight experience .
- Public and private board service with compensation and governance committee leadership .
Equity Ownership
| As of March 24, 2025 | Shares of Common Stock | Shares Underlying Phantom Stock Units and RSUs | Percent of Class |
|---|---|---|---|
| Rhonda L. Jordan | — | 24,584 | <1% |
| Ownership Guidelines | Provision |
|---|---|
| Requirement | Minimum of five times the annual board cash retainer (currently $525,000) |
| Time to comply | Within five years of election to the board |
| Counted toward ownership | Common stock; vested/unvested restricted stock/RSUs; phantom stock units |
| Compliance status (board-wide) | As of 12/31/2024 all non‑employee directors either exceeded requirements or were within the five‑year window |
- Hedging/pledging controls: Directors and executive officers are prohibited from hedging and generally from pledging Company securities; exceptions to pledging may be granted only with demonstrated capacity to repay without recourse to pledged shares .
Governance Assessment
- Strengths: Independent director with deep CPG operating experience; PCC Chair overseeing executive and director pay, human capital, and culture; designated audit committee financial expert; consistent attendance; board structure separates Chair/CEO; robust insider‑trading, anti‑hedging/pledging, and related‑party review policies .
- Alignment: Equity‑weighted director pay and stringent ownership guidelines (5× retainer) support alignment; Jordan’s RSU/phantom unit holdings reflect long‑term exposure to INGR equity .
- Consultant independence: Meridian engaged directly by PCC; assessed no conflicts of interest; reinforces pay governance quality .
- Shareholder signals: 2024 say‑on‑pay support at ~93.1% indicates broad investor approval of pay practices and governance .
- Conflicts/Red flags: No related‑party transactions or compensation committee interlocks disclosed for PCC members; hedging/pledging restrictions reduce misalignment risk; no pledging by Jordan disclosed .