IFF Reports Officer/Director Changes & Comp Arrangements

TL;DR

**IFF just announced leadership changes and new pay deals, watch for strategic shifts.**

AI Summary

International Flavors & Fragrances Inc. (IFF) filed an 8-K on January 11, 2024, to report the departure of directors or certain officers, election of directors, appointment of certain officers, and compensatory arrangements for certain officers. This filing also mentions the company's 1.750% Senior Notes due 2024 and 1.800% Senior Notes due 2026. For investors, this matters because changes in leadership and executive compensation can signal shifts in company strategy, financial health, or governance, potentially impacting future stock performance.

Why It Matters

Changes in executive leadership and compensation can directly influence a company's strategic direction and operational efficiency, which are key drivers of stock value.

Risk Assessment

Risk Level: medium — Changes in leadership can introduce uncertainty regarding future company direction, but the filing itself doesn't detail specific negative events.

Analyst Insight

Investors should monitor subsequent IFF filings or press releases for specific names and details regarding the leadership changes and compensation arrangements, as these specifics will determine the actual impact on the company's strategy and financial outlook.

Key Numbers

• 1.750% — Interest Rate (on Senior Notes due 2024)
• 2024 — Maturity Year (for 1.750% Senior Notes)
• 1.800% — Interest Rate (on Senior Notes due 2026)
• 2026 — Maturity Year (for 1.800% Senior Notes)

Key Players & Entities

• INTERNATIONAL FLAVORS & FRAGRANCES INC. (company) — the registrant filing the 8-K
• January 11, 2024 (date) — date of earliest event reported and filing date
• 1.750% Senior Notes (dollar_amount) — debt instrument due 2024
• 1.800% Senior Notes (dollar_amount) — debt instrument due 2026

Forward-Looking Statements

• IFF will provide more details on specific officer/director changes and compensation in future filings or press releases. (INTERNATIONAL FLAVORS & FRAGRANCES INC.) — high confidence, target: Q1 2024
• The 1.750% Senior Notes due 2024 will be repaid or refinanced by their maturity date. (iff:A1.750SeniorNotesDue2024Member) — high confidence, target: End of 2024

FAQ

Key Financial Figures

• $1,000,000 — will receive a total consulting fee of $1,000,000, paid in equal monthly installments. In
• $10,00,000 — nity for the annual 2024 grant cycle of $10,00,000 (60% in performance share units and 40%

Filing Documents

• d712376d8k.htm (8-K) — 36KB
• d712376dex101.htm (EX-10.1) — 79KB
• d712376dex102.htm (EX-10.2) — 77KB
• 0001193125-24-006619.txt ( ) — 405KB
• iff-20240111.xsd (EX-101.SCH) — 3KB
• iff-20240111_def.xml (EX-101.DEF) — 15KB
• iff-20240111_lab.xml (EX-101.LAB) — 24KB
• iff-20240111_pre.xml (EX-101.PRE) — 15KB
• d712376d8k_htm.xml (XML) — 8KB

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (b) International Flavors & Fragrances Inc. ("IFF" or the "Company") announced on January 11, 2024 that Mr. Franklin K. Clyburn, Jr. who is currently Chief Executive Officer ("CEO") of the Company and a director of the Company's Board of Directors (the "Board"), will cease to serve as CEO and a director of the Board, effective February 6, 2024. Mr. Clyburn is expected to remain employed with the Company in a transitional role until March 31, 2024, and subsequently is expected to provide advisory services in a consulting role until December 31, 2024. Mr. Clyburn's departure is a qualifying event for purposes of IFF's Amended and Restated Executive Severance Policy (the "Executive Severance Policy"). Per the terms and conditions of the Executive Severance Policy, Mr. Clyburn is entitled to termination benefits consisting of (i) a cash separation payment equal to two times the sum of (A) Mr. Clyburn's annual base salary plus (B) Mr. Clyburn's target annual bonus opportunity for fiscal year 2024, prorated based upon the number of active days of employment (ii) 24 months of benefits continuation and (iii) pro-rata vesting of his outstanding restricted share unit, stock appreciation rights and performance share unit awards (with performance share units remaining subject to achievement of actual performance at the end of the applicable performance period). In addition, per the terms and conditions of Mr. Clyburn's letter agreement with the Company, dated January 18, 2022, the sign-on equity awards granted to Mr. Clyburn on March 1, 2022 will continue to vest in full (with performance share units remaining subject to achievement of actual performance at the end of the applicable performance period). As consideration for his consulting services from April 1, 2024 through December 31, 2024, Mr. Clyburn will receive a t

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Number Description 10.1 Separation and Transition Agreement between International Flavors & Fragrances Inc. and Franklin K. Clyburn, Jr., effective January 11, 2024 10.2 Letter Agreement between International Flavors & Fragrances Inc. and J. Erik Fyrwald, effective January 11, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. INTERNATIONAL FLAVORS & FRAGRANCES INC. By: /s/ Jennifer Johnson Name: Jennifer Johnson Title: Executive Vice President, General Counsel and Corporate Secretary Date: January 11, 2024

View Full Filing

View this 8-K filing on SEC EDGAR