Form 4: IFF Director Fribourg Acquires Restricted Stock Units

International Flavors & Fragrances Inc. Director Paul J. Fribourg reported the acquisition of 2,281 Restricted Stock Units.

Summary

• Paul J. Fribourg, a Director of International Flavors & Fragrances Inc. (IFF), reported changes in his beneficial ownership.
• Acquired 2,281 Restricted Stock Units (RSUs) on September 2, 2025.
• The RSUs convert to Common Stock on a one-for-one basis and will vest on May 1, 2026.
• Following the transaction, Mr. Fribourg directly owns 15,450 shares of Common Stock and 2,281 Restricted Stock Units.
• He indirectly owns 2,280,730 shares of Common Stock through Continental Grain Company (CGC), with beneficial ownership disclaimed except to the extent of his pecuniary interest.

Sentiment

Score: 6

Explanation: Slightly positive, as the RSU grant indicates continued director alignment with shareholder interests and is a routine compensation event, without any negative implications.

Positives

• The acquisition of 2,281 Restricted Stock Units aligns the director's interests with those of shareholders, as the value of these units is tied to the company's stock performance.
• The grant of RSUs is a common component of executive and director compensation, indicating ongoing commitment and incentivization.

Risks

• The value of the Restricted Stock Units is subject to market fluctuations of IFF's common stock until they vest and convert, potentially impacting the ultimate value realized by the director.

Future Outlook

The 2,281 Restricted Stock Units granted to Director Paul J. Fribourg are scheduled to vest on May 1, 2026, at which point they will convert into an equal number of common stock shares.

Management Comments

• Beneficial ownership of shares owned by Continental Grain Company is expressly disclaimed by Paul Fribourg, except to the extent of his pecuniary interest.

Industry Context

The grant of Restricted Stock Units to directors is a standard practice across many industries, including the flavors and fragrances sector, to incentivize long-term performance and align leadership interests with shareholder value.

Comparison to Industry Standards

• The grant of RSUs as part of director compensation is a common practice, comparable to compensation structures seen in other large public companies within the consumer staples and specialty chemicals sectors, such as Givaudan SA or Symrise AG, which also utilize equity-based incentives to retain and motivate key personnel.

Related Party Transactions

• Paul J. Fribourg's indirect ownership of 2,280,730 shares through Continental Grain Company (CGC) is noted, with a disclaimer of beneficial ownership except for his pecuniary interest, indicating a related party relationship.

Stakeholder Impact

• Shareholders: The RSU grant aligns the director's financial interests with the company's stock performance, potentially encouraging decisions that enhance shareholder value.

Next Steps

• The 2,281 Restricted Stock Units will vest on May 1, 2026, converting into common stock shares.

Key Dates

Keywords

International Flavors & Fragrances, IFF, Paul J. Fribourg, Restricted Stock Units, RSUs, Insider Trading, Beneficial Ownership, Director Compensation, SEC Form 4