Ingredion (NYSE: INGR) elects Illinois Tool Works executive Kenneth Escoe to board
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Ingredion Incorporated reported a board change. On June 7, 2026, the Board elected Kenneth Escoe, age 51, to serve as a director with a term beginning July 1, 2026. The Board determined he qualifies as an independent director under New York Stock Exchange standards.
Escoe is Executive Vice President of Specialty Products at Illinois Tool Works Inc. and also serves on the Board of United Way of Metropolitan Chicago. He will receive the same cash and equity retainers as other non-management directors, including restricted stock units under the company’s stock incentive plan, and will sign the company’s standard director indemnification agreement.
Positive
- None.
Negative
- None.
8-K Event Classification
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
1 item
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Key Figures
Board election date: June 7, 2026
Term effective date: July 1, 2026
Director age: 51 years
3 metrics
Board election date
June 7, 2026
Date Board elected Kenneth Escoe as director
Term effective date
July 1, 2026
Effective start date of Escoe’s director term
Director age
51 years
Age of new director Kenneth Escoe
Key Terms
independent director, restricted stock units, definitive proxy statement, director indemnification agreement, +1 more
5 terms
independent director regulatory
"The Board has determined that Mr. Escoe qualifies as an independent director under the corporate responsibility standards of the New York Stock Exchange."
An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.
restricted stock units financial
"an annual equity retainer in the form of restricted stock units issued under the Company’s stock incentive plan."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
definitive proxy statement regulatory
"described under the heading Director Compensation on pages 21 through 22 of the Company’s definitive proxy statement filed on Schedule 14A"
A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.
director indemnification agreement regulatory
"The Company will enter into its standard form of director indemnification agreement with Mr. Escoe."
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 7, 2026
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
(708 ) 551-2600
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On June 7, 2026, the Company’s Board elected Kenneth Escoe to serve as a director of the Company, with a term beginning effective July 1, 2026.
The Board has determined that Mr. Escoe qualifies as an independent director under the corporate responsibility standards of the New York Stock Exchange .
Mr. Escoe, age 51, is the Executive Vice President of Specialty Products at Illinois Tool Works Inc., a Fortune 500 global industrial manufacturer, a role he has held since 2020. He has served in roles of increasing responsibility with that company since 2014. He is a member of the Board of Directors of United Way of Metropolitan Chicago.
Consistent with the compensation payable to all non-management directors, Mr. Escoe will receive for his 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 21 through 22 of the Company’s definitive proxy statement filed on Schedule 14A with the Securities and Exchange Commission on April 8, 2026. The Company will enter into its standard form of director indemnification agreement with Mr. Escoe.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: June 11, 2026 | Ingredion Incorporated | ||||||||||||||||||||||||||||
| By: | /s/ Tanya M. Jaeger de Foras | ||||||||||||||||||||||||||||
Tanya M. Jaeger de Foras Senior Vice President, Chief Legal Officer, Corporate Secretary and Chief Compliance Officer | |||||||||||||||||||||||||||||
FAQ
What board change did Ingredion (INGR) disclose in this 8-K?
Ingredion disclosed that its Board elected Kenneth Escoe as a director, with his term beginning July 1, 2026. This filing formally records the governance change and confirms his status as an independent director under New York Stock Exchange standards.
Who is Kenneth Escoe, the new Ingredion (INGR) board member?
Kenneth Escoe, age 51, is Executive Vice President of Specialty Products at Illinois Tool Works Inc., a Fortune 500 global industrial manufacturer. He has held roles of increasing responsibility there since 2014 and serves on the Board of United Way of Metropolitan Chicago.
When does Kenneth Escoe’s term on the Ingredion (INGR) board begin?
Kenneth Escoe’s term as a director of Ingredion begins effective July 1, 2026. The Board elected him on June 7, 2026, and this effective date establishes when he formally assumes board responsibilities and starts receiving non-management director compensation.
How will Ingredion (INGR) compensate new director Kenneth Escoe?
Ingredion will compensate Kenneth Escoe consistent with its non-management director program, including an annual cash retainer and an annual equity retainer granted as restricted stock units under the company’s stock incentive plan. These arrangements are described in its April 8, 2026 definitive proxy statement.
Is Kenneth Escoe considered an independent director at Ingredion (INGR)?
Yes. Ingredion’s Board determined that Kenneth Escoe qualifies as an independent director under the corporate responsibility standards of the New York Stock Exchange. This classification affects his committee eligibility and helps support the company’s overall board independence profile.
Will Ingredion (INGR) provide indemnification to Kenneth Escoe as a director?
Yes. Ingredion will enter into its standard form of director indemnification agreement with Kenneth Escoe. Such agreements typically protect directors against certain legal expenses and liabilities arising from their board service, subject to the terms and limitations set by the company.