IFF Unveils Allocation of Employment Inducement Grants

IFF (NYSE: IFF) has announced the approval of employment inducement awards for J. Erik Fyrwald, the Chief Executive Officer, and Board of Directors member. The decision was made by the Company’s Board of Directors on January 9, 2024, with a grant date set for March 1, 2024. These awards serve as a significant inducement for Mr. Fyrwald to accept the employment offer, utilizing the employment inducement award exception to New York Stock Exchange Listing Rule 303A.08, which mandates shareholder approval for equity-based compensation plans and requires the public announcement of such awards.

The employment inducement awards include a target of 68,750 performance share units (with a maximum award of 171,875) and 56,250 restricted stock units. The performance share units are contingent upon meeting specific performance targets outlined in the award agreement, including dividend-adjusted ending stock price, three-year absolute total shareholder return, and relative total shareholder return. The vesting of the restricted stock units is set for the three-year anniversary of the grant date, with a combined maximum potential payout of 228,125 shares. Performance metrics for the performance share units will be calculated based on the average closing price for the 20 consecutive trading days preceding each of the grant date and the end of the three-year performance period (March 1, 2027).

The awards are subject to continued or accelerated vesting under certain termination of employment events and specific Company transactions, as detailed in the equity award agreements filed with the SEC on February 29, 2024, as exhibits to the Company’s Registration Statement on Form S-8 registering the common stock subject to the Inducement Awards.

These awards are granted outside of the Company’s shareholder-approved equity compensation plans but generally adhere to the same terms and conditions as awards granted under the Company’s 2021 Stock Award and Incentive Plan.

The press release includes a cautionary statement under the Private Securities Litigation Reform Act of 1995, emphasizing the forward-looking nature of statements made regarding expected future business and financial performance, conditions, and the proposed transaction. The forward-looking statements are accurate as of the release date, and the Company undertakes no obligation to update them to reflect subsequent events or circumstances.

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