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
September 30, 2021 that Mr. Andreas Fibig, who is currently Chief Executive
Officer ("CEO") of the Company and a director and Chair of the Company's Board
of Directors (the "Board"), planned to resign as CEO and a director and Chair of
the Board following the appointment of a successor CEO. Effective February 14,
2022, Mr. Fibig will resign as CEO and a director and Chair of the Board.
Mr. Fibig is expected to remain with the Company in a transition role for a
short period of time.
Mr. Dale F. Morrison will be appointed to serve as the non-executive Chair of
the Board, effective February 14, 2022. Mr. Edward D. Breen will remain on the
Board and will no longer serve as lead director following the appointment of
Mr. Morrison as non-executive Chair of the Board. The Board will no longer have
a lead independent director role.
(c)
On January 20, 2022, the Company announced that Mr. Franklin K. Clyburn, Jr. has
been appointed CEO of the Company, effective February 14, 2022, and has been
elected by the Board to serve as a director, effective February 14, 2022.
Mr. Clyburn, 57, has served in various positions at Merck & Co., Inc. since
2008. Most recently, Mr. Clyburn served as the Executive Vice President and
President, Human Health at Merck and a member of Merck's Executive Committee,
where he was responsible for all operations and profits and loss across the
human health commercial portfolio globally. Prior to joining Merck in 2008,
Mr. Clyburn served as Vice President of various business units at Sanofi-Aventis
S. A. (now Sanofi). Mr. Clyburn received his master of business administration
degree from Arizona State University and his bachelor of arts degree from
Franklin & Marshall College. From June 2019 until January 20, 2022 he has served
on the board of directors of DuPont de Nemours, Inc. ("DuPont").
In connection with Mr. Clyburn's appointment as CEO, the Company entered into a
letter agreement with Mr. Clyburn on January 18, 2022 (the "Agreement"), a copy
of which is attached hereto as Exhibit 10.1 and the terms and conditions of
which are incorporated by reference herein.
Pursuant to the Agreement, Mr. Clyburn will be entitled to the following
compensation: (1) annual base salary of $1,300,000; (2) a target bonus
opportunity of 150% of Mr. Clyburn's annual base salary; (3) participation in
the Company's Long-Term Incentive Plan (the "LTIP") and the Company's Equity
Choice Plan (the "ECP," and together with the LTIP, the "LTI Plans") with a
target award opportunity for 2022 of $6,750,000 (60% in LTIP and 40% in ECP)
(the "Target LTI"); and (4) sign-on awards to replace amounts forfeited from
Mr. Clyburn's current employer consisting of (i) stock-settled appreciation
rights with a grant date value equal to $1,100,000; (ii) performance share units
with a grant date value equal to $5,250,000; (iii) restricted stock units with a
grant date fair value equal to $3,000,000; and (iv) restricted deferred stock
units with a grant date value equal to $850,000 (collectively, the "Sign-On
Awards").
In the event Mr. Clyburn's employment is terminated by the Company without Cause
or by Mr. Clyburn for Good Reason, Mr. Clyburn will receive those benefits set
forth in the Company's Executive Severance Policy, as amended, and his Sign-On
Awards will continue to vest in full (with respect to the performance stock
units, based on actual performance) on their existing vesting schedule, subject
to compliance with restrictive covenants in the Security Agreement, a copy of
which is attached as Exhibit B to his Agreement and the terms and conditions of
which are incorporated by reference herein.
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Under the Security Agreement, Mr. Clyburn is subject to non-competition
covenants while employed by the Company and for one year following a termination
of employment, non-solicitation covenants while employed by the Company and for
two years following a termination of employment, and ongoing confidentiality,
cooperation and non-disparagement covenants.
If Mr. Clyburn fails to comply with the restrictive covenants, then the Company
will have no obligation to provide Mr. Clyburn the payments and benefits under
the Agreement. Mr. Clyburn will also be subject to the Company's clawback
policies as in effect from time to time.
Mr. Clyburn will not receive any additional compensation for his service on the
Board.
There are no family relationships between Mr. Clyburn and any of the Company's
directors, and Mr. Clyburn is not a party to any transaction, or any proposed
transaction, required to be disclosed pursuant to Item 404(a) of Regulation S-K.
(e)
On January 18, 2022, the Board approved a $2,000,000 retention award for Nicolas
Mirzayantz, Divisional Chief Executive Officer, Nourish, in the form of
performance share units (the "Award"). The Award will be granted on or about
February 1, 2022 and will be earned based on IFF's relative total shareholder
return versus the S&P 500, measured over a 2 year performance period ending on
December 31, 2023. The performance schedule for the Award is consistent with
IFF's Long-Term Incentive Plan ("LTIP") awards with 25% of target payout at 35th
percentile performance, 100% of target payout at 55th percentile performance and
200% of target payout at 75th percentile performance. Payout is capped at 100%
of target if IFF's absolute TSR for the 2 year performance period is negative.
In addition, the information set forth above with respect to Mr. Clyburn is
incorporated by reference into this Item.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Number Description
10.1 Letter Agreement between International Flavors & Fragrances Inc. and
Franklin K. Clyburn, Jr., effective January 18, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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INTERNATIONAL FLAVORS & FRAGRANCES INC. 
