Director Compensation Program
Annual Director Cash and Equity Compensation
Under our non-employee director compensation program, for the service year from the 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”) to the 2025 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 Amended and Restated Stock Award and Incentive Plan (“2021 A&R SAIP”) on the date of the 2024 Annual Meeting. These RSUs vest one year from the grant date and are subject to accelerated vesting upon a change in control. The 1,875 RSUs granted to each director on the date of the 2024 Annual Meeting were calculated using the closing market price of our common stock on the grant date. Ms. Margarita Paláu-Hernández was appointed as a director effective June 3, 2024, and therefore received a pro-rated grant of 1,543 RSUs on July 1, 2024, which was 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 2024 Annual Meeting to the 2025 Annual Meeting, the Non-Executive Chair received an additional annual 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 annual cash retainer of $15,000.
2025 Annual Director Compensation
In October 2024, the Board of Directors approved changes to the director compensation program as of the service year starting at the 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”). Each non-employee director will receive an annual retainer of $300,000 (previously $270,000), of which $100,000 will be paid in cash in November 2025 and $200,000 will be paid in RSUs issued under our 2021 A&R SAIP on the date of the 2025 Annual Meeting.
Also, the Non-Executive Chair will receive an additional retainer of $200,000 (previously $150,000), of which $66,667 (33%) will be paid in cash and $133,333 (67%) will be paid in RSUs, and the Chair of the Audit Committee will receive an additional annual cash retainer of $25,000 (previously $20,000). The additional cash retainers for other committee chairs will remain as described above.
The above changes position director compensation within the median range of pay levels among IFF’s executive compensation peer companies based on information and recommendations provided by FW Cook.
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.”
