Stephan B. Tanda
IngredionAbout Stephan B. Tanda
Independent Director of Ingredion Incorporated since August 2019; age 59 as of the March 24, 2025 record date. President and Chief Executive Officer of AptarGroup, Inc. since February 2017, with a 33+ year career across seven countries in leadership roles at public companies. The board has designated him an “audit committee financial expert” and determined he is independent under NYSE rules. He serves on Ingredion’s Corporate Governance and Nominating Committee and attended at least 75% of board and committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Royal DSM NV | Executive Managing Board Director (led Nutrition & Pharma, Americas) | 2007–2017 | Global operational leadership and M&A integration experience |
| Patheon NV | Director | Mar 2016–Aug 2017 (company sold to Thermo Fisher) | Board oversight during sale |
| Semperit AG Holding | Director | Apr 2016–Feb 2017 | Governance oversight at industrial manufacturer |
External Roles
| Organization | Role | Public/Private | Committees |
|---|---|---|---|
| AptarGroup, Inc. | President & CEO; Director | Public (NYSE) | No board committees disclosed for Tanda at Aptar |
| The Wharton School Executive Education Board | Member | Academic | Advisory role |
| Prior: Patheon NV | Director | Public (NYSE, until acquisition) | Board service |
| Prior: Semperit AG Holding | Director | Public (Vienna) | Board service |
Board Governance
- Committee assignments: Member, Corporate Governance and Nominating Committee (CGN); audit committee financial expert per board determination. CGN met 4 times in 2024.
- Independence: Board determined Tanda and 9 other non-employee directors are independent under NYSE standards; PCC and Audit committees meet additional independence requirements.
- Attendance and engagement: Board held 6 meetings in 2024; each director attended at least 75% of board/committee meetings; all 11 directors attended the 2024 annual meeting.
- Executive sessions: Non‑employee directors meet regularly in executive session; Chairman presides.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $105,000 | Paid quarterly; no meeting fees |
| Annual Equity Retainer (stock) | $160,000 | Issued quarterly in common stock based on trailing 20‑day average price; immediate vest; deferral to RSUs permitted |
| 2024 Fees Earned (Cash) | $105,000 | Per individual director compensation table |
| 2024 Stock Awards (Grant-date fair value) | $159,863 | Equity retainer installments; may be deferred as RSUs |
| 2024 All Other Compensation | — | No other items disclosed for Tanda |
| 2024 Total | $264,863 | Sum of cash and stock awards |
Performance Compensation
| Performance Element | Metric | Weighting | Payout Scale | 2024 Disclosure |
|---|---|---|---|---|
| None (Non‑employee director plan) | N/A | N/A | N/A | Ingredion’s non‑employee director compensation consists of fixed cash and equity retainers; no performance‑based director metrics or meeting fees are paid. |
Other Directorships & Interlocks
- Current public company board: AptarGroup, Inc. (CEO and director).
- Prior public boards: Patheon NV; Semperit AG Holding.
- Committee interlocks: PCC Committee disclosed no interlocks or insider participation in 2024.
- Related party transactions: Policy requires Audit Committee or independent directors’ approval; since Jan 1, 2024, no related‑person transactions were subject to approval under the policy.
Expertise & Qualifications
- Audit committee financial expert per Item 407(d)(5) designation.
- Extensive international operating, manufacturing, and general management experience; lived/worked in seven countries.
- Governance: service on multiple public company boards; leadership of corporate governance and strategic oversight.
Equity Ownership
| Holder | Shares of Common Stock | RSUs/Phantom Units | Percent of Class |
|---|---|---|---|
| Stephan B. Tanda | 9,074 | — | <1% (denoted “*” in proxy) |
| Shares outstanding (reference) | 64,299,712 | — | — |
- Director stock ownership guideline: minimum 5x annual cash retainer ($525,000) within five years; counts common stock plus vested/unvested restricted stock, RSUs, and phantom units. As of Dec 31, 2024, all non‑employee directors either exceeded requirements or were within the five‑year compliance window.
- Hedging/pledging: Insider trading policy prohibits hedging and generally prohibits pledging; limited, case‑by‑case exceptions to pledging may be granted if capacity to repay without recourse is demonstrated.
Insider Trades and Ownership Changes
| Date | Filing | Transaction | Quantity | Post-Transaction Note |
|---|---|---|---|---|
| Oct 28, 2024 | Form 4 | Transfer of directly owned shares to The Tanda Joint trust | 2,454 | Reported change in direct ownership to trust structure |
Governance Assessment
- Board effectiveness: Tanda brings CEO‑level operating depth and is designated as an audit committee financial expert, strengthening CGN deliberations and board financial oversight; his independence and 2024 attendance meet governance expectations.
- Alignment: Director pay is majority equity and paired with stringent ownership guidelines (5x cash retainer), promoting skin‑in‑the‑game. No meeting fees and immediate vesting of equity retainer align with market practice.
- Conflicts risk: Dual role as Aptar CEO and Ingredion director presents potential appearance of industry network overlap; mitigants include formal related‑party approval policy, no related‑person transactions reported since Jan 1, 2024, and an independence determination under NYSE rules.
- RED FLAGS: None disclosed on hedging/pledging, related‑party transactions, or low attendance. PCC interlocks absent; director reimbursement limited; no director‑specific tax gross‑ups disclosed. Continued monitoring advisable for any Aptar‑Ingredion commercial interactions given Tanda’s external CEO role.