DEF: IFF Board to Elect New Directors, Review Executive Pay at 2025 Annual Meeting

International Flavors & Fragrances Inc. (IFF) is set to hold its 2025 Annual Meeting of Shareholders on May 1, 2025, to elect directors, ratify the selection of its accounting firm, and conduct an advisory vote on executive compensation.

Summary

• International Flavors & Fragrances Inc. (IFF) will hold its 2025 Annual Meeting of Shareholders virtually on May 1, 2025.
• Shareholders will vote to elect 10 members of the Board of Directors for a one-year term.
• The board recommends voting for all director nominees.
• Shareholders will also ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the 2025 fiscal year.
• An advisory vote will be held to approve the compensation of named executive officers in 2024, with the board recommending a vote for approval.
• The board believes the current corporate governance policies reflect best practices, including having an independent board, a strong pay-for-performance practice, and a diverse board.
• IFF's 2024 financial results included net sales of $11.5 billion, operating profit of $766 million, adjusted operating EBITDA of $2.2 billion, diluted EPS of $0.95, adjusted diluted EPS of $2.53, and adjusted diluted EPS ex Amortization of $4.31.
• The company emphasizes sustainable value creation for shareholders and highlights its commitment to sustainability through the 'Do More Good Plan'.

Sentiment

Score: 8

Explanation: The document conveys a positive outlook, highlighting strong financial results, strategic progress, and a commitment to shareholder value and sustainability. The tone is optimistic and forward-looking.

Positives

• The company delivered strong financial results in a dynamic macroeconomic and geopolitical environment.
• IFF made solid progress advancing strategic and operational initiatives.
• The new business-led operating model and IFF operating system drive greater accountability and customer centricity.
• The company improved its capital structure through the sale of the Cosmetic Ingredients business and the announced sale of the Pharma Solutions business.
• IFF is on track to achieve its net debt to credit-adjusted EBITDA goal of less than 3.0x following the divestiture of IFF Pharma Solutions.
• The company added experienced executives to the Board of Directors.
• IFF is dedicated to creating sustainable value for its shareholders.

Risks

• The letter includes forward-looking statements that are qualified by cautionary statements and risk factor disclosures contained in the company's SEC filings.
• Important factors may 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.
• 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.

Future Outlook

The company remains steadfast in its dedication to creating sustainable value for its shareholders and is excited about the future, confident that the foundation built in 2024 will propel it to even greater heights in increasing total shareholder return and delivering long-term value.

Management Comments

• '2024 was a year of significant progress for IFF,' stated Roger W. Ferguson, Jr., Chair of the Board of Directors.
• Ferguson added that the business delivered strong financial results and made solid progress advancing strategic and operational initiatives.
• J. Erik Fyrwald, CEO, emphasized the importance of shares being represented at the 2025 Annual Meeting.

Industry Context

The announcement reflects a focus on shareholder value, sustainability, and corporate governance, aligning with current trends in the broader industry.

Comparison to Industry Standards

• The document mentions benchmarking compensation against a peer group including Archer-Daniels Midland Company, Ball Corporation, Bausch Health Companies Inc., Catalent, Inc., Celanese Corporation, Church & Dwight Co., Inc., The Clorox Company, Colgate-Palmolive Company, Constellation Brands, Inc., Corteva, Inc., Eastman Chemical Company, Ecolab Inc., The Estee Lauder Companies Inc., General Mills, Inc., The Hershey Company, Ingredion Incorporated, Keurig Dr Pepper Inc., Kimberly-Clark Corporation, McCormick & Company, Inc., Viatris Inc., and Zoetis Inc..
• The company aims to position target total cash compensation and target total direct compensation within the median range of relevant market benchmarks.
• IFF's commitment to sustainability is highlighted by its inclusion in the Dow Jones Sustainability Indices, North America, and its EcoVadis Platinum sustainability rating, placing it among the top 1% of companies assessed.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders are encouraged to participate in the voting process to influence the direction of the company.
• Employees are impacted by changes in leadership, compensation policies, and the company's commitment to sustainability and ethical conduct.
• Customers benefit from the company's focus on innovation and operational excellence.
• The company's commitment to sustainability impacts suppliers and communities through responsible sourcing and environmental stewardship.

Next Steps

• Shareholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will proceed with the 2025 Annual Meeting of Shareholders on May 1, 2025.
• IFF will continue to execute its strategic and operational initiatives.

Key Dates