Victoria J. Reich
IngredionAbout Victoria J. Reich
Independent director of Ingredion since November 2013; age 67. She is Chair of the Audit Committee and has been designated an “audit committee financial expert” under SEC rules. Former Senior Vice President and Chief Financial Officer of Essendant Inc. (formerly United Stationers Inc.). Current outside public company directorships include H&R Block, Inc. (Audit Committee Chair; Finance Committee member) and Ecolab Inc. (director; currently on Audit and Governance Committees; former Audit Chair). Also serves as a director of Logan Health Whitefish Hospital (non‑profit). The Board has determined she is independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Essendant Inc. (f/k/a United Stationers Inc.) | Senior Vice President & Chief Financial Officer | Jun 2007 – Jul 2011 | Corporate finance leadership; CFO of a public company |
| Various (career overview) | Corporate financial and accounting roles; controller; operating/general management incl. international | 30+ years | Experience cited by INGR Board as basis for service; qualifies as audit committee financial expert |
External Roles
| Organization | Role | Committee Assignments | Notes / Interlocks |
|---|---|---|---|
| H&R Block, Inc. (NYSE: HRB) | Director | Audit Committee Chair; Finance Committee member | Current public directorship |
| Ecolab Inc. (NYSE: ECL) | Director | Audit and Governance Committees (former Audit Chair) | Ecolab is also in INGR’s Performance Peer Group for PSU rTSR benchmarking (potential interlock consideration) |
| Logan Health Whitefish Hospital | Director | — | Non‑profit board service |
Board Governance
- Independence and attendance
- Determined independent under NYSE rules; serves as an Audit Committee member and Chair meeting heightened independence requirements. The Board held 6 meetings in 2024, and each director attended at least 75% of Board and relevant committee meetings; all 11 directors attended the 2024 annual meeting.
- Committee assignments and activity levels
- Audit Committee: Chair (members: Reich (Chair), Suever, Wilson). The committee met 10 times in 2024. Responsibilities include oversight of financial reporting, internal controls, enterprise risk management (including cybersecurity), capital structure/liquidity, and related‑party transaction review/approval. Reich is designated an audit committee financial expert.
- Related‑party transactions oversight
- Policy requires Audit Committee or independent directors to approve/ratify related‑person transactions >$120,000; since Jan 1, 2024, none required approval (no related‑person transactions disclosed).
- Executive sessions and leadership
- Non‑employee directors hold executive sessions at each regular Board meeting; the independent Chairman presides.
Fixed Compensation (Non‑Employee Director)
| Element | Amount/Term | Notes |
|---|---|---|
| Annual Cash Retainer | $105,000 (paid quarterly) | Standard director cash retainer |
| Audit Committee Chair Retainer | $25,000 (cash) | Additional for Audit Chair responsibilities |
| Annual Equity Retainer | $160,000 (paid quarterly in stock; immediately vested; RSU deferral available) | Shares calculated using trailing 20‑day average price; RSUs if deferred until ≥6 months post‑service |
| Meeting Fees | None | Expenses reimbursed; no per‑meeting fees |
2024 actual compensation for Ms. Reich:
| Name | Fees Earned (Cash) | Stock Awards (Grant‑date FV) | All Other Compensation | Total |
|---|---|---|---|---|
| Victoria J. Reich | $130,000 | $159,863 | $7,000 | $296,863 |
| Notes: “All Other Compensation” reflects charitable match under company program. |
Performance Compensation
- Non‑employee directors do not receive performance‑based incentives; equity retainers are time‑based and immediately vested (or deferred).
- As part of board oversight of pay‑for‑performance for executives, the company’s active incentive metrics in 2024 were:
Annual Incentive Plan (AIP) – 2024 metrics and results
| Metric (Weight) | Threshold | Target | Maximum | 2024 Achievement | Payout (component) |
|---|---|---|---|---|---|
| Adjusted EBITDA (70% of plan) | $1,014.9m | $1,194.0m | $1,313.4m | $1,228.3m | 128.7% |
| Working Capital % Net Sales (15%) | 26.2% | 22.8% | 19.4% | 20.1% | 180.5% |
| Cost/Productivity (15%) | $15.3m | $18.0m | $24.0m | $23.5m | 191.7% |
Long‑Term Incentive (PSUs) – 2024–2026 plan design and 2022–2024 results
| Cycle | Metric (50%/50%) | Threshold | Target | Maximum | Actual/Status | Payout |
|---|---|---|---|---|---|---|
| 2024–2026 (in flight) | Adjusted ROIC; rTSR vs 20‑company peer group | <8% / <25th pct | 10% / 50th pct | ≥12% / ≥75th pct | Ongoing | — |
| 2022–2024 (completed) | Adjusted ROIC; rTSR vs 19‑company peer group | <8% / <25th pct | 10% / Median | ≥11.5% / ≥75th pct | 13.0% ROIC; 95th pct rTSR | 200% |
Say‑on‑Pay result: 93% approval at 2024 annual meeting (indicator of shareholder alignment on pay program).
Other Directorships & Interlocks
| Company | Sector Link to INGR | Interlock/Conflict Consideration |
|---|---|---|
| Ecolab Inc. (ECL) | Included in INGR’s 2024 Performance Peer Group used for PSU rTSR benchmarking | Appearance of interlock to monitor; not a related‑party transaction and not inherently conflicted. Board retains independent consultant and policies mitigate conflicts. |
| H&R Block, Inc. (HRB) | Not in INGR peer sets | No competitive or supplier/customer linkage disclosed. |
Expertise & Qualifications
- Audit committee financial expert; former public company CFO; deep corporate finance and accounting experience; operating/general management with international responsibility.
- Board governance experience across multiple public companies (audit, finance, governance committees).
Equity Ownership
| Item | Value |
|---|---|
| Common stock owned outright (as of Mar 24, 2025) | 0 shares (beneficial ownership) |
| Shares underlying phantom stock units and RSUs (as of Mar 24, 2025) | 17,830 units (no voting/investment power) |
| RSUs accumulated via director deferral account (as of Dec 31, 2024) | 17,726 units (includes dividend equivalents) |
| Director stock ownership guideline | 5× annual cash retainer (currently $525,000); 5‑year window; counts common, vested/unvested restricted stock/RSUs/phantom |
| Compliance status (board‑wide) | All non‑employee directors either exceed guidelines or are within the 5‑year window |
| Hedging/pledging policy | Directors and executive officers prohibited from hedging; pledging generally prohibited with narrow exception requiring capacity to repay loan without the pledged securities; no exceptions disclosed for Ms. Reich |
| Section 16 compliance | No delinquencies disclosed for Ms. Reich in 2024; one director (Uribe) noted with late Forms 4 for trust transfers (unrelated to Reich) |
Governance Assessment
-
Strengths
- Deep financial expertise and public‑company CFO background; Audit Committee Chair and SEC‑designated financial expert status strengthen oversight of reporting, controls, ERM, and cybersecurity.
- Independent status; robust committee independence standards met; active committee cadence (Audit met 10x in 2024).
- No related‑party transactions disclosed since Jan 1, 2024; strong related‑person transaction approval policy.
- Director ownership policy promotes alignment; equity retainer paid in stock with deferral option; board‑wide compliance with ownership guidelines.
- Shareholder support for pay program (93% Say‑on‑Pay) signals broad investor confidence in compensation governance.
-
Watch items
- Multiple audit leadership roles (Audit Chair at H&R Block; former Audit Chair and current committee member at Ecolab) plus Audit Chair at INGR elevate time/complexity demands; monitor for workload/overboarding risk as responsibilities evolve.
- Outright common stock ownership is 0 as of record date, though substantial deferred RSU/phantom holdings are counted toward ownership guidelines; some investors prefer larger outright share holdings for optics.
-
Red flags
- None disclosed: no related‑party transactions, no Section 16 issues for Reich, and company prohibits hedging/pledging (with narrow pledging exception requiring safeguards).