INTERNATIONAL FLAVORS & FRAGRANCES INC
For the period ended May 1, 2024. Filed Mar 21, 2024.
View on SEC.govAbout this filing
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
Director Compensation Program
Annual Director Cash and Equity Compensation
Under our non-employee director compensation program, for the service year from the 2023 Annual Meeting of Shareholders (the “2023 Annual Meeting”) to the 2024 Annual Meeting, each non-employee director received an annual retainer of $270,000, of which $112,500 was paid in cash in November and $157,500 was paid in RSUs issued under our 2021 Stock Award and Incentive Plan (“2021 SAIP”) on the date of the 2023 Annual Meeting. These RSUs vest one year from the grant date and are subject to accelerated vesting upon a change in control. The 1,671 RSUs granted to each director on the date of the 2023 Annual Meeting were calculated using the closing market price of our common stock on the grant date. Any director who is an employee of our Company does not receive any additional compensation for his or her service as a director.
Compensation for our Non-Executive Chair and Committee Chairs
For the service year from the 2023 Annual Meeting to the 2024 Annual Meeting, the Non-Executive Chair received an additional retainer of $150,000, of which $60,000 (40%) was paid in cash and $90,000 (60%) was paid in RSUs, the Chair of the Audit Committee received an additional annual cash retainer of $20,000, the Chair of the Human Capital & Compensation Committee received an additional annual cash retainer of $20,000, the Chair of the Governance & Corporate Responsibility Committee received an additional annual cash retainer of $15,000 and the Chair of the Innovation Committee received an additional cash retainer of $15,000.
Participation in our Deferred Compensation Plan
Non-employee directors are eligible to participate in our Deferred Compensation Plan (“DCP”). A non-employee director may defer all or a portion of his or her cash compensation as well as any RSUs granted to him or her, subject to tax law requirements. Additional details regarding our DCP may be found in this proxy statement under the heading “Executive Compensation — Non-Qualified Deferred Compensation.”
Additional Benefits
We reimburse our non-employee directors for travel and lodging expenses incurred in connection with their attendance at Board and Committee meetings, our shareholder meetings and other Company-related activities. In addition, our directors are eligible to participate in our Matching Gift Program. Under this program, we match, on a dollar-for-dollar basis, contributions made by directors to qualifying charitable organizations up to a maximum of $10,000 per person per year.
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Directors’ Compensation
The following table details the compensation paid to or earned by our non-employee directors for the year ended December 31, 2023.
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