INTERNATIONAL FLAVORS & FRAGRANCES INC
For the period ended May 1, 2024. Filed Mar 21, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 1, 2024 · Filed Mar 21, 2024
Contents
Compensation Setting Process
Roles and Responsibilities
| | Human Capital & Compensation Committee | | | The Committee is responsible for overseeing the determination, implementation and administration of executive compensation (including equity awards, benefits and perquisites). The Committee recommends CEO compensation to the independent directors of the Board for their approval and approves the compensation of all other NEOs. | |
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| | Compensation Consultant | | | FW Cook is engaged as the Committee’s independent compensation consultant. Since August 2015, FW Cook has worked with the Committee to provide it with analyses, advice, guidance and recommendations on executive compensation levels versus peers, market trends and incentive plan designs. FW Cook is engaged exclusively by the Committee on executive and non-employee director compensation matters and does not have other consulting arrangements with us. The Committee considers the independence of FW Cook on an annual basis, and in 2023 it determined FW Cook was independent and had no conflicts of interest. | |
| | Management | | | Our CEO evaluates individual performance and, with input from the Committee’s independent compensation consultant, the CEO and EVP, Chief Human Resources, Communications and DE&I Officer evaluates the competitive pay positioning for senior management members that report directly to the CEO, including our NEOs, and make recommendations to the Committee concerning each such executive’s target compensation. Our CEO follows the same process with regard to the target compensation for our EVP, Chief Human Resources, Communications and DE&I Officer, without her input, and the Committee follows the same process with regard to the target compensation for our CEO, without his input. | |
Shareholder Advisory Vote
As part of its compensation setting process, the Committee also considers the results of the prior year’s shareholder advisory vote on our executive compensation. The Committee believes these voting results provide useful insight as to whether shareholders agree that the Committee is achieving its goal of designing and administering an executive compensation program that promotes the best interests of our Company and our shareholders by providing its executives with appropriate compensation and meaningful incentives to deliver strong financial performance and increase shareholder value. As part of its 2023 compensation setting process, the Committee reviewed the results of the 2023 shareholder advisory vote, in which 88.9% of the votes cast were voted in favor of our executive compensation program.
| 64 | IFF | 2024 PROXY STATEMENT |
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