Tanya Jaeger de Foras
Senior Vice President, Chief Legal Officer, Corporate Secretary and Chief Compliance Officer at 
Ingredion
IngredionExecutive
About Tanya Jaeger de Foras
Senior Vice President, Chief Legal Officer, Corporate Secretary, and Chief Compliance Officer at Ingredion. She serves as Corporate Secretary of the Board and signs company filings in that capacity, indicating tenure in the role since at least 2023 . Company performance context during her latest reported year: 2024 net sales were $7.4B (down 9% YoY) with gross margin up ~270 bps, diluted EPS rose to $9.71 and adjusted diluted EPS to $10.65; TSR ranked top quartile vs the Performance Peer Group for 2024 .
Past Roles
No executive biography or prior roles for Ms. Jaeger de Foras are disclosed in the proxy statements; NEO biographies are not included in Ingredion’s DEF 14A filings .
External Roles
No external board or public company roles for Ms. Jaeger de Foras are disclosed in the proxy statements .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $495,000 | $520,245 |
| Target Bonus (% of Salary) | 70% | 70% |
| Target AIP Amount ($) | N/A | $364,172 |
| Actual AIP Paid ($) | N/A | $516,163 |
| AIP Payout (% of Target) | N/A | 141.7% |
Notes:
- NEO AIP targets use base salary as of Dec 31 × target %; Ms. Jaeger de Foras’s target % is 70% .
- 2024 AIP payout reflects 80% financial metrics and 20% personal objectives; her personal objectives paid at 125% of target .
Performance Compensation
Annual Incentive Plan Design and Results (2024)
| Component | Weight | Threshold | Target | Maximum | 2024 Achievement | 2024 Payout |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | 70% of financial (80% total) | $1,014.9mm | $1,194.0mm | $1,313.4mm | $1,228.3mm | 128.7% |
| Working Capital as % of Net Sales | 15% of financial | 26.2% | 22.8% | 19.4% | 20.1% | 180.5% |
| Cost/Productivity (in $mm) | 15% of financial | $15.3 | $18.0 | $24.0 | $23.5 | 191.7% |
| Personal Objectives | 20% total | — | — | — | 125% (Ms. Jaeger de Foras) | 125.0% |
2024 Long-Term Incentive Grants (approved February 13, 2024)
| Vehicle | Grant Date | Units | Exercise Price | Grant Value ($) |
|---|---|---|---|---|
| PSUs (2024–2026 cycle) | 02/13/2024 | 4,115 target | — | $450,000 |
| RSUs (3-year cliff) | 02/13/2024 | 2,058 | — | $225,000 |
| Stock Options (3-year ratable vest; 10-year term) | 02/13/2024 | 8,545 | $108.38 | $225,000 |
PSU performance metrics for 2024–2026 awards: 50% Adjusted ROIC (<8% threshold; 10% target; ≥12% max) and 50% rTSR (<25th percentile threshold; 50th percentile target; ≥75th percentile max) . The prior 2022–2024 PSU cycle vested at 200% (Adjusted ROIC 13.0%; rTSR 95th percentile) with distribution in Q1 2025 .
Vesting Schedule (key outstanding awards)
| Grant Date | Grant Type | Vesting |
|---|---|---|
| 02/16/2022 | PSUs | 100% vest upon PCC certification; distributed 02/18/2025 |
| 02/16/2022 | RSUs | 100% vested 02/16/2025 |
| 02/16/2022 | Options | 33% 02/16/2023; 33% 02/16/2024; 34% 02/16/2025 |
| 02/15/2023 | PSUs | 100% vest upon PCC certification; distribute by 03/15/2026 |
| 02/15/2023 | RSUs | 100% vest 02/15/2026 |
| 02/15/2023 | Options | 33% 02/15/2024; 33% 02/15/2025; 34% 02/15/2026 |
| 02/13/2024 | PSUs | 100% vest upon PCC certification; distribute by 03/15/2027 |
| 02/13/2024 | RSUs | 100% vest 02/13/2027 |
| 02/13/2024 | Options | 33% 02/13/2025; 33% 02/13/2026; 34% 02/13/2027 |
Equity Ownership & Alignment
| Ownership Detail (as of record date) | Amount |
|---|---|
| Common Shares Owned (direct/indirect) | 25,513 |
| Shares Underlying Phantom Units and RSUs | 5,967 |
| Options Exercisable or Vesting within 60 days | 19,079 |
| Percent of Class | <1% (shown as “*”) |
Outstanding awards at FY2024:
| Award | Count | Market/Payout Value ($) |
|---|---|---|
| RSUs (2022 grant) | 1,926 | $264,932 |
| RSUs (2023 grant) | 2,013 | $276,858 |
| RSUs (2024 grant) | 2,098 | $288,624 |
| PSUs (unearned at target) | 4,115 | $566,059 |
| Options (02/16/2022) | 7,203 ex.; 3,602 unex. | — |
| Options (02/15/2023) | 2,713 ex.; 5,426 unex. | — |
| Options (02/13/2024) | 0 ex.; 8,545 unex. | — |
Ownership Policies:
- Stock ownership guideline: 3× salary for NEOs; compliance monitored, and as of 12/31/2024 all NEOs met or were within the 5-year window .
- Hedging/pledging: Executive officers are prohibited from hedging and generally prohibited from pledging or margining company stock (limited case-by-case exceptions for non-margin loans) .
Deferred Compensation (SERP) at FY2024:
| Item | Amount ($) |
|---|---|
| Executive Contributions (2024) | 56,804 |
| Company Contributions (2024) | 54,186 |
| Aggregate Earnings (2024) | 11,897 |
| Aggregate Balance (12/31/2024) | 198,742 |
Employment Terms
- Change-in-Control (CIC) Economics: Under the Executive CIC Severance Pay Plan, Ms. Jaeger de Foras is eligible for 2× annual base salary plus 2× target annual bonus, payable in a lump sum; full COBRA cost coverage for up to 18 months; and 12 months of outplacement services upon termination without “Cause” or for “Good Reason” within two years of a CIC (double trigger) .
- Equity and AIP Treatment upon CIC Termination: Pro-rata target AIP for the year of termination; all options become fully exercisable; time-based and performance awards vest at target; and awards convert to rights in successor securities in a merger, subject to double-trigger termination .
- Clawbacks: Dodd-Frank/NYSE-compliant incentive compensation recoupment for excess incentive pay for current/former Section 16 officers over a 3-year lookback in case of restatements; PCC may recoup for misconduct even without a restatement .
- Perquisites 2024: $25,170 (auto/lease, financial planning/tax prep, executive physical), with no tax gross-ups on perquisites .
Compliance note: One Form 4 report for Ms. Jaeger de Foras was filed late (three transactions related to 401(k) contributions in the Ingredion Stock Fund) in FY2024 .
Investment Implications
- Alignment: High at-risk pay mix with PSUs (ROIC and rTSR) and options, plus a strict 3× salary ownership requirement and anti-hedging/pledging policy, indicate strong shareholder alignment and reduced agency risk .
- Near-term selling pressure: The 2022–2024 PSU cycle paid at 200% in Q1 2025, and multiple RSUs/option tranches vest across 2025–2027; these events can create availability of shares for sale around vesting dates (watch 02/15/2026 and 02/13/2027 for cliff RSU vests) .
- Retention/CIC risk: Double-trigger CIC protection (2× salary+bonus, accelerated vesting) limits retention risk in contested scenarios but could incentivize neutrality on strategic transactions; no tax gross-ups and standard COBRA terms reduce shareholder-unfriendly features .
- Performance signal: 2024 top-quartile TSR and earnings strength (EPS up; margin expansion) supported above-target cash bonus outcomes for NEOs; continued focus on Adjusted EBITDA, working capital, and cost/productivity ties incentives to cash generation and efficiency .
- Governance: Strong clawback regime and ownership rules; minor late Section 16 filings noted (administrative), not indicative of material control weaknesses .
Compensation Peer Groups (Benchmarking Context)
- Compensation Peer Group (2025): 18 companies (e.g., Campbell Soup, Clorox, Conagra, Hershey, Kellanova, Keurig Dr Pepper, McCormick, Molson Coors, TreeHouse, Post), with target pay positioned around median and design aligned to market practice .
- Performance Peer Group (2025): 20 companies across ingredients, additives, and midstream manufacturing (e.g., ADM, General Mills, Unilever, Tate & Lyle, McCormick), used for rTSR benchmarking in PSUs .
- Say-on-pay: 93% approval in 2024, supporting pay-for-performance framework .