INTERNATIONAL FLAVORS & FRAGRANCES (IFF)
Sector: Materials
2026 Annual Meeting Analysis
INTERNATIONAL FLAVORS & FRAGRANCES · Meeting: April 29, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of 10 Director Nominees
Joined in 2025 (within 24 months), so exempt from the TSR trigger; brings relevant CEO and consumer products experience with no overboarding or other disqualifying flags.
Joined in 2025 (within 24 months), so exempt from the TSR trigger; brings deep agribusiness and food industry leadership experience, and his current public board seats (Loews, Estée Lauder) do not constitute overboarding.
Joined in 2024 (within 24 months as of the 2026 meeting), so exempt from the TSR trigger; serves as CEO with extensive relevant industry experience, and IFF's 3-year return versus its disclosed peer group is only 1.5pp below the peer median, well within the 20pp threshold that would trigger a vote against.
Joined in October 2025 (within 24 months), so exempt from the TSR trigger; current board seats (SandRidge Energy, CVR Energy, IFF) total three, which is below the four-seat overboarding threshold.
Joined in 2025 (within 24 months), so exempt from the TSR trigger; is a certified public accountant and former CFO, providing strong financial expertise appropriate for her role as Audit Committee Chair.
Joined in 2025 (within 24 months), so exempt from the TSR trigger; brings deep scientific, R&D and life sciences expertise relevant to IFF's innovation strategy.
Joined in 2025 (within 24 months), so exempt from the TSR trigger; brings technology, AI and management consulting expertise relevant to IFF's digital transformation.
Joined in October 2025 (within 24 months), so exempt from the TSR trigger; brings world-class genetics and biotech expertise directly relevant to IFF's science-led businesses.
Joined in March 2023, giving him just over three years of tenure; IFF's 3-year total return of -13.1% trails the disclosed peer group median of -11.6% by only 1.5 percentage points, well below the 20pp threshold required to trigger a vote against for a director with negative absolute TSR, so no TSR flag applies and his financial expertise as a former CFO is a strong positive.
Joined in March 2023, giving her just over three years of tenure; like O'Byrne, the 3-year peer-relative underperformance of only 1.5pp is well below the 20pp trigger threshold, and she brings deep consumer products and operational expertise.
All ten nominees receive a FOR vote. Eight of ten directors joined within the past 24 months and are exempt from the TSR performance trigger. The two longer-tenured directors (O'Byrne and Willoughby, both joined March 2023) are also supported because IFF's 3-year stock return trails the disclosed compensation peer group median by only 1.5 percentage points, far below the 20-percentage-point threshold required to trigger a vote against for a company with negative absolute 3-year returns. No director is overboarded, all attended at least 75% of meetings, and the board discloses a skills matrix with appropriate financial expertise on the audit committee.
Say on Pay
✓ FORCEO
J. Erik Fyrwald
Total Comp
$15,002,866
Prior Support
84.5%%
Prior-year shareholder support was a healthy 84.5%, well above the 70% threshold that would require a response, and no major structural concerns are evident. The CEO's total compensation of approximately $15 million is within a reasonable range for a large-cap specialty chemicals and consumer ingredients company of IFF's size and complexity, and a meaningful portion is variable and performance-linked — including performance stock awards tied to EBITDA margin, relative total shareholder return, and employee engagement over a three-year period. Importantly, the 2023-2025 performance stock award cycle paid out at 0% because IFF missed both its return-on-invested-capital and relative total shareholder return targets, demonstrating that the incentive structure actually reduced pay when the company underperformed, which is exactly what pay-for-performance alignment should look like.
Auditor Ratification
✗ AGAINSTAuditor
PricewaterhouseCoopers LLP
Tenure
69 yrs
Audit Fees
$14,500,000
Non-Audit Fees
$5,600,000
PwC has been IFF's auditor continuously since 1957 — a 69-year relationship that far exceeds the 25-year threshold in our policy at which long tenure raises concerns about whether the auditor remains sufficiently independent and willing to challenge management. The non-audit fee ratio is acceptable at approximately 39% of audit fees (non-audit fees of $5.6 million versus audit fees of $14.5 million, calculated by adding audit-related fees of $0.1 million and tax fees of $5.5 million), so the fee structure alone would not trigger a negative vote. However, the 69-year tenure is a significant governance concern, and the proxy does not provide a specific and compelling rationale for why this relationship should continue rather than be put out to competitive tender — the audit committee's rationale focuses on PwC's familiarity and performance, which are standard justifications that do not overcome a tenure of this length.
Overall Assessment
IFF's 2026 annual meeting presents three proposals: all ten director nominees receive a FOR vote because the board has been substantially refreshed (eight of ten joined within 24 months) and the two longer-tenured directors are not implicated by the TSR trigger given peer-relative underperformance of only 1.5 percentage points; the Say on Pay vote is supported given strong prior-year shareholder approval, a 0% payout on the most recent long-term incentive cycle reflecting genuine pay-for-performance alignment, and reasonable CEO compensation levels. The sole AGAINST vote is on PwC's ratification, driven by the firm's extraordinary 69-year tenure as IFF's auditor, which far exceeds the 25-year policy threshold and raises legitimate concerns about auditor independence that the proxy's boilerplate rationale does not adequately address.
Compensation Peer Group
21 companies disclosed in 2026 proxy filing