People

The People Running IFF

Governance grade: B. A credible outsider CEO with a real turnaround mandate, an overwhelmingly independent and newly-refreshed board, and $19M of real open-market insider buying in the last 12 months — held back by a 239:1 CEO pay ratio, $1.9M severance to a departed General Counsel, and a standing cooperation agreement with the Icahn Group that hardwires one activist seat to the board.

Governance Grade

Independent Directors (of 10)

Net Insider Buying ($M, LTM)

$19.1

CEO : Median Pay

239

1. The People Running This Company

Erik Fyrwald took over as CEO in February 2024 after Frank Clyburn's abrupt exit. He inherited a company still digesting the $26B DuPont Nutrition & Biosciences reverse-Morris-Trust and carrying $9B+ of net debt. The rest of the C-suite is almost entirely new: CFO Michael DeVeau was promoted internally in early 2024; three of the four operating-segment presidents joined in 2024–2025; the General Counsel was replaced mid-2025. This is a ~2-year-old leadership team executing a turnaround, not a seasoned team with a long IFF track record.

No Results

**The read on Fyrwald.** He has run four CEO seats before IFF — Nalco (2008–2011, sold to Ecolab), Univar (2012–2015, took public), Syngenta (2016–2023, sold to ChemChina). He is a legitimate large-cap industrial operator, not a placeholder. His Syngenta tenure is mixed — he publicly championed the ChemChina deal and defended glyphosate — but he has never been accused of personal misconduct. For a company that needs to divest, deleverage, and stabilize, he is a defensible pick.

**Succession risk is real.** Fyrwald is 66. IFF has had three CEOs in four years (Fibig, Clyburn, Fyrwald). The proxy does not disclose a named successor. The 2024 sign-on package included roughly $19M in stock awards to make Fyrwald whole on what he walked away from — if he leaves early, that's an expensive re-do.

2. What They Get Paid

CEO Fyrwald earned $15.0M in 2025 — a normalization year after the $24.2M package in 2024 that was inflated by his one-time sign-on awards. DeVeau (CFO) earned $3.7M. The overall shape is standard for a $10.9B-revenue US industrial: heavily stock-weighted, with ~70% of CEO pay in performance-linked equity. The concerns are two specific line items, not the aggregate.

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CEO 2025 Total Comp

$15,003,000

CEO : Median Worker

239

BigValue

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**Pay versus performance is broadly working.** "Compensation Actually Paid" to the CEO dropped from $25.1M (2024) to $7.5M (2025) as the stock-price tailwind faded — CAP fell more than 70% while reported pay dropped 38%. The equity in prior grants is marking-to-market, so bad years hurt the CEO in real time. That is how the plan should behave.

**The severance line is ugly.** Former General Counsel Jennifer Johnson took home **$1.87M in severance** plus full 2025 equity vesting on a $4.0M total package — for seven months of work in 2025. There is no public "for-cause" finding, but paying out a full severance package when the CFO (also new) and three segment heads are all fresh hires suggests the legal leadership change was negotiated, not forced.

3. Are They Aligned?

This is the strongest section of the IFF governance story. Whatever else you think of the board, the people in the room are buying the stock with their own money — and one director (Paul Fribourg) holds nearly 1% of the company through Continental Grain.

Ownership — insiders vs institutions

**Control profile.** This is an index-heavy, no-promoter US large-cap. The top four holders (Dodge & Cox, Vanguard, Winder, BlackRock) own ~43%. Insiders own about 1.1% — small in percent terms but $190M+ in dollar terms given the $18B market cap. **Fribourg's Continental Grain stake (2.28M shares, ~$165M)** is the single biggest aligned holding on the board, and it is economic money, not grants.

Insider buying vs selling — 12 months

Over the trailing 12 months, SEC Form 4 data shows $20.2M of open-market insider purchases against $1.1M of open-market sales — net $19.1M bought. That is a meaningful vote of confidence from the people who actually see the numbers first.

Bar Chart

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**Directors are leading the buying.** Fribourg bought ~$12.0M on the open market between August 2025 and March 2026 at prices between $63 and $75. Fyrwald bought ~$5.8M across six transactions from March 2025 through March 2026 (price range $65–$80). General Counsel Landsman bought $1.1M at $63–$78. That is buying into weakness, not a token gesture, and it aligns closely with the stock's lows in late 2025.

**Operating-segment presidents are selling.** Three of the four segment presidents (Arora/Taste, Strzelecki/Pharma, Fauchon/Scent) plus the Controller were net sellers in the same window. These are smaller amounts ($170K–$460K) and look like diversification rather than panic, but the split — directors and CEO buying, segment heads selling — is worth noting. The people furthest from the sale / separation process are the ones selling.

Skin-in-the-game scorecard

No Results

Skin-in-the-Game Composite Score (1–10)

6.8

Dilution and buybacks

Share count is flat around 255M. IFF is not diluting shareholders to pay management — SBC of ~$95M against an $18B market cap is ~0.5% annual dilution, well below the S&P 500 median. The 2024 dividend cut (from $0.81/quarter to $0.40) was the shareholder-unfriendly capital-allocation move, not dilution.

4. Board Quality

Nine of ten directors are independent. Eight of ten joined in 2024 or 2025 — this is effectively a brand-new board, rebuilt alongside the new CEO. The two "tenured" directors (O'Byrne, Willoughby, both class of 2023) are also recent. There is no legacy board capture problem here; the question is whether this new board is actually challenging management or still in honeymoon mode.

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Expertise coverage

**Expertise gap: cybersecurity and AI/analytics each covered by only 2 of 10 directors.** For a company with 21,500 employees across 40+ countries and deep reliance on proprietary formulation IP, two-of-ten is thin. Every other skill (M&A, finance, consumer products, biotech) has credible 5+ coverage, which is correct for the company's strategic question — divest, deleverage, stabilize.

The Icahn cooperation agreement

Carl Icahn's group has a standing cooperation agreement with IFF, extended through 2026. It grants one Icahn-designated director (Brett Icahn) plus one mutually-agreed independent director (Richard Mulligan, replacing Paláu-Hernández in October 2025). The agreement imposes a process constraint: any board vote on CEO/CFO appointment, material M&A, or similar extraordinary transactions must take place at full-board level or in committees Mulligan sits on.

**How to read Icahn on this board.** Icahn has been involved since 2020 and was a loud voice for the dividend cut and the asset divestiture program. So far, his presence has driven capital discipline, not value extraction. Brett Icahn is on Audit and HCC — genuine governance roles, not figurehead seats. The risk is the cooperation agreement reduces board flexibility on a strategic bid; the benefit is an aligned activist keeping management honest.

Board committee structure

No Results

All four committees are 100% independent, each chaired by an independent director with committee-relevant expertise. Jamison (Audit) and O'Byrne (both designated financial experts) on the Audit committee is strong. The structure is textbook.

5. The Verdict

Governance Grade

What's working

Real open-market buying, not just grants. $19.1M net in 12 months, led by directors putting personal money in at the lows. This is the single most credible signal on the page.
Legitimate CEO pick. Fyrwald is a chemical-industry lifer with four prior CEO seats; he is not a consultant-placeholder.
Board that was built to fix this company. 80% of the board joined in 2024–2025. Expertise matches the job: M&A, finance, consumer products, operations. All committees fully independent.
Pay-for-performance plumbing works. CAP dropped 70% when the stock fell; CEO pay normalized from $24M (2024 sign-on) to $15M (2025 run-rate).

What's not

239:1 pay ratio is high but not extreme — in line with S&P 500 industrials. The optics are worse given multiple consecutive years of net losses.
$1.87M severance to Jennifer Johnson on an undisclosed-cause GC departure looks expensive.
Two of 10 directors have cybersecurity or AI expertise in a formulation-IP-dependent chemical company.
Icahn cooperation agreement is both a feature and a constraint — it locks in activist oversight but reduces board strategic flexibility.
CEO succession not named. Fyrwald is 66; the company has had three CEOs in four years.

The one thing that would move the grade

Upgrade to A- if (a) the Pharma Solutions divestiture closes cleanly at a price that materially deleverages the balance sheet, (b) earnings stabilize and the dividend is raised, and (c) director buying continues into 2026. That combination would validate that the new board and CEO are doing what they said they would.

Downgrade to C+ if insider buying reverses into open-market selling, or if another senior executive turnover produces another eight-figure severance payment.