INTERNATIONAL FLAVORS & FRAGRANCES INC
For the period ended May 1, 2025. Filed Mar 18, 2025.
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May 1, 2025 · Filed Mar 18, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under § 240.14a-12 |
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International Flavors & Fragrances Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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International Flavors & Fragrances Inc.
521 West 57 th Street
New York, NY 10019
March 18, 2025
DEAR FELLOW SHAREHOLDER:
I am delighted to share that 2024 was a year of significant progress for IFF. Our business has delivered strong financial results in what has continued to be a dynamic macroeconomic and geopolitical environment. At the same time, we made solid progress advancing our strategic and operational initiatives as we emphasized customer focus, drove innovation and enhanced our operational excellence.
Our new business-led operating model and IFF operating system which was implemented early this year was an important step to drive greater accountability, customer centricity, and speed of decision making across all levels of our organization. Through a combination of internal promotions and selective external appointments that balance institutional knowledge with industry expertise, we have enhanced our Executive Leadership Team, including the appointment of J. Erik Fyrwald as CEO. These leadership changes have infused our company with fresh perspectives and reinforced our capacity to achieve our strategic goals.
We made good progress to improve our capital structure through the year by completing the sale of our Cosmetic Ingredients business and announcing the sale of our Pharma Solutions business, which we expect to close in the first half of 2025. Additionally, we revised our dividend policy to support our debt reduction efforts and provide greater financial flexibility for investment in key growth areas for IFF. As such, we are on track to achieve our net debt to credit-adjusted EBITDA goal of less than 3.0x following the divestiture of IFF Pharma Solutions.
We also announced the next phase of the evolution of IFF’s Board of Directors. This phase is designed to bring in new expertise and insights to guide our company through the next stages of growth. IFF added experienced executives Cynthia Jamison, Mehmood Khan and Vincent Intrieri to the Board of Directors. With that we thank Christina Gold, John Davidson and Gary Hu for their service and leadership on the IFF board as they step down. We also announced that Kevin O’Byrne will become our new Board Chair at the 2025 Annual Shareholder Meeting. It has been my privilege to serve on the IFF board for the past 15 years, and I am confident that the diverse perspectives of these esteemed leaders will continue to strengthen our governance and strategic oversight and help guide IFF to its full potential as the true innovation leader in Fragrances, Flavors, Ingredients, Health and Biosciences.
As we look ahead, we remain steadfast in our dedication to creating sustainable value for our shareholders. We are excited about the future and confident that the solid foundation we have built in 2024 will propel us to even greater heights in increasing total shareholder return and delivering long-term value to our shareholders.
Thank you for your continued support and trust in our vision.
Sincerely,
Roger W. Ferguson, Jr.
Chair of the Board of Directors
Cautionary Statement Under The Private Securities Litigation Reform Act of 1995
This letter includes “forward-looking statements” under the Federal Private Securities Litigation Reform Act of 1995. These forward-looking statements are qualified in their entirety by cautionary statements and risk factor disclosures contained in the Company’s Securities and Exchange Commission (“SEC”) filings, including the Company’s Annual Report on Form 10-K filed with the SEC on February 28, 2025 and subsequent filings with the SEC. The Company wishes to caution readers that certain important factors may have affected and could in the future affect the Company’s actual results and could cause the Company’s actual results for subsequent periods to differ materially from those expressed in any forward-looking statements made by or on behalf of the Company. New risks emerge from time to time and it is not possible for management to predict all such risk factors or to assess the impact of such risks on the Company’s business. Accordingly, the Company undertakes no obligation to publicly revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
Notice of 2025 Annual Meeting of Shareholders
Date and Time
May 1, 2025
10:00 A.M. Eastern Time
Place
Meeting live via the Internet. Please visit:
www.virtualshareholdermeeting.com/IFF2025*
Items to be Voted On
| Management Proposals | |
|---|---|
| 1. | Elect 10 members of the Board of Directors for a one-year term expiring at the 2026 Annual Meeting of Shareholders. |
| 2. | Ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the 2025 fiscal year. |
| 3. | Approve, on an advisory basis, the compensation of our named executive officers in 2024. |
| Shareholders shall also transact such other business as may properly come before the 2025 Annual Meeting and any adjournment or postponement of the 2025 Annual Meeting. | |
Record Date
Only shareholders of record as of the close of business on March 7, 2025 may vote at the 2025 Annual Meeting.
Sincerely,
J. Erik Fyrwald
Chief Executive Officer and Director
March 18, 2025
| Virtual Meeting | |
| You can attend our virtual 2025 Annual Meeting by visiting www.virtualshareholdermeeting.com/IFF2025. Be sure to have the 16 digit Control Number we have provided to you to join the meeting. Our 2025 Annual Meeting will start at 10:00 A.M. Eastern Time. | |
| Proxy Voting | |
| It is important that your shares be represented at the 2025 Annual Meeting, regardless of the number of shares you may hold. Whether or not you plan to attend, please vote using the Internet, by phone or by mail, in each case by following the instructions in our proxy statement. | |
| Proxy Voting Methods | |
| Phone | |
| Internet | |
| Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 1, 2025: | |
| TO FACILITATE THE TIMELY RECEIPT OF YOUR PROXY, WE ENCOURAGE YOU TO VOTE BY PHONE OR INTERNET TODAY. | |
| We are making the Proxy Statement and the form of proxy first available on or about March 18, 2025. |
521 West 57 th Street
New York, NY 10019
| * | The 2025 Annual Meeting will be entirely virtual as permitted under New York State law, conducted via a live audio-only webcast, in order to provide expanded access, improved communication and cost savings for our shareholders. We believe that hosting a virtual meeting will enable greater shareholder attendance and participation from any location around the world. |
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We provide below highlights of certain information in this Proxy Statement. As it is only a summary, please refer to the complete Proxy Statement and our Annual Report for Fiscal Year ended December 31, 2024 (“2024 Annual Report”) before you vote.
2024 Highlights
| 2024 Results | ||
|---|---|---|
| Net Sales | $11.5 | B |
| Operating Profit | $766 | MM |
| Adjusted Operating EBITDA* | $2.2 | B |
| Diluted EPS | $0.95 | |
| Adjusted Diluted EPS* | $2.53 | |
| Adjusted Diluted EPS ex Amortization* | $4.31 | |
| * | See reconciliation of GAAP to Non-GAAP financial measures in Exhibit A to this Proxy Statement. |
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Our Corporate Governance Policies Reflect Best Practices
| All Directors other than our CEO are Independent Strong Pay-for-Performance Practice Diverse Board Brings Balance of Skills, Professional Experience and Perspectives Annual Election of Directors Non-Executive Chair of the Board Leads Board’s Independent Oversight No Guaranteed Pay Increases or Equity Awards for Named Executive Officers (“NEOs”) Annual Board and Committee Assessments Formal Board and Executive Succession Planning No Shareholder Rights Plan (“Poison Pill”) | No Limitation on Shareholder Litigation Rights No Exclusive Forum or Fee-Shifting Provisions Majority Voting and Director Resignation Policy in Uncontested Elections Proxy Access By-Law Provisions Prohibition on Short Sales and Hedging of our Stock by our Employees, Officers and Directors Executives and Directors are Subject to Rigorous Stock Retention Guidelines Extensive Executive Clawback Policy Long Standing Commitment to Sustainability as a long-term value driver Shareholder Right to Call a Special Meeting |
| IFF | 2025 PROXY STATEMENT | i |
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Proposals and Board Recommendations
Proposal 1Election of 10Director Nominees
The Board recommends a vote FOR the election of all Director Nominees
Our Governance & Corporate Responsibility Committee and our Board have determined that each of the nominees possesses the skills and qualifications to collectively comprise a highly effective Board.
See “Proposal 1 — Election of Directors” beginning on page 1 of this Proxy Statement.
| ii | IFF | 2025 PROXY STATEMENT |
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Director Nominees
| Committee Membership* | ||
|---|---|---|
| Name and Primary Occupation · Joined · Age · Indep. · Audit · Human Capital & Comp. · Gov. & Corp. Resp. · Innovation | ||
| Kathryn J. Boor Dean of the Graduate School and Vice Provost for Graduate Education Cornell University | 2021 | 66 |
| Mark J. CostaChairman and Chief Executive Officer Eastman Chemical Company | 2023 | 59 |
| John F. FerraroFormer Global Chief Operations Officer Ernst & Young | 2015 | 69 |
| J. Erik FyrwaldChief Executive Officer IFF | 2024 | 65 |
| Vincent J. Intrieri Founder and Chief Executive Officer VDA Capital Management LLC | 2025 | 68 |
| Cynthia T. JamisonFormer Chief Financial Officer AquaSpy, Inc. | 2025 | 65 |
| Mehmood KhanChief Executive OfficerHevolution Foundation | 2025 | 66 |
| Kevin O’ByrneFormer Chief Financial Officer and Director J Sainsbury plc | 2023 | 60 |
| Margarita Paláu-HernándezFounder and Chief Executive OfficerHernández Ventures | 2024 | 68 |
| Dawn C. WilloughbyFormer Executive Vice President and Chief Operating OfficerThe Clorox Company | 2023 | 55 |
| = | Committee Chair | = | Financial Expert |
| * | The Committee Memberships are expected following the 2025 Annual Meeting. For more details, please see page 6 “Nominees for Director.” |
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| IFF | 2025 PROXY STATEMENT | iii |
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Skills and Qualifications
Our Board regularly evaluates desired attributes for direction in light of the Company’s strategy and needs. Key skills, qualifications and experience currently maintained on the Board include:
Proposal 2Ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the 2025 fiscal year
The Board recommends a vote FOR this proposal
Our Board recommends that shareholders vote “FOR” the ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the 2025 fiscal year.
See “Proposal 2 — Ratification of Independent Registered Public Accounting Firm” beginning on page 39 of this Proxy Statement.
The Board recommends a vote FOR this proposal
Our Board recommends a vote “FOR” the advisory vote to approve executive compensation for the 2024 performance year.
See “Proposal 3 — Advisory Vote on Executive Compensation” on page 67 of this Proxy Statement and “Compensation Discussion and Analysis” beginning on page 43 of this Proxy Statement.
| iv | IFF | 2025 PROXY STATEMENT |
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Compensation Governance
Our pay-for-performance compensation program is part of the strong compensation governance that we have adopted.
| What We Do | Significant portion of NEO compensation in the form of at-risk variable compensation | |
| Variable compensation based on multiple performance metrics to encourage balanced focus | ||
| Appropriate mix of fixed and variable compensation to reward company, business unit and individual performance | ||
| Majority of variable compensation awarded as equity-based awards | ||
| Maintain robust executive clawback policies, which go beyond the minimum requirements of the NYSE listing standards, to recoup cash incentive and all equity compensation upon certain triggering events | ||
| Executives required to meet share retention guidelines | ||
| Independent compensation consultant | ||
| Annual risk assessment of compensation programs | ||
| What We Don’t Do | No tax gross-ups on severance payments | |
| No single-trigger vesting of cash or equity-based awards upon change in control | ||
| No short-sales, hedging or pledging of our stock by our employees, officers or directors | ||
| No employment agreements with executive officers | ||
| No stock option/stock-settled appreciation right (“SSAR”) repricing or exchange of underwater options or SSARs for cash without shareholder approval |
| IFF | 2025 PROXY STATEMENT | v |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.