Ingredion Incorporated
03/23/2026 | Press release | Distributed by Public on 03/23/2026 04:45
Management Change/Compensation (Form 8-K)
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On March 20, 2026, Gregory B. Kenny informed Ingredion Incorporated (the "Company") of his decision to retire from the Company's Board of Directors (the "Board"), effective on March 23, 2026. Mr. Kenny has served as a director of the Company since 2005. He indicated that his decision to retire was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies, or practices.
(d) On March 18, 2026, the Company's Board elected Siobhán Talbot to serve as a director of the Company, with a term beginning effective April 1, 2026.
The Board has determined that Ms. Talbot qualifies as an independent director under the corporate responsibility standards of the New York Stock Exchange ("NYSE").
Ms. Talbot, age 62, is the former Group Managing Director and Chief Executive Officer and a former director of Glanbia plc, a Euronext Dublin and London-listed multinational nutrition company. She served in roles of increasing responsibility with that company over the course of 31 years, including most recently as Group Managing Director and Chief Executive Officer from November 2013 to December 2023. She currently serves as a director of CRH plc, a NYSE-listed multinational building materials and solutions provider, and is a member of its audit committee.
Consistent with the compensation payable to all non-management directors, Ms. Talbot will receive for her Board service initially and on a quarterly basis thereafter payments of an annual cash retainer and an annual equity retainer in the form of restricted stock units issued under the Company's stock incentive plan. The non-management director compensation arrangements are described under the heading Director Compensation on pages 20 through 21 of the Company's definitive proxy statement filed on Schedule 14A with the Securities and Exchange Commission on April 9, 2025. The Company will enter into its standard form of director indemnification agreement with Ms. Talbot.
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