Brett Icahn
INTERNATIONAL FLAVORS & FRAGRANCESAbout Brett Icahn
Brett Icahn (age 45) was appointed to IFF’s Board on October 20, 2025 as an independent director; he serves on the Audit Committee and the Transaction Committee . He is an investor and portfolio manager at Icahn Capital and was appointed pursuant to the Cooperation Agreement with the Icahn Group to replace Vincent Intrieri as the Icahn Designee; the Board determined he meets NYSE independence standards and disclosed no related-party transactions >$120,000 since the prior fiscal year .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Icahn Capital LP | Investor and Portfolio Manager | Since Oct 2020 | Leads investment strategy; activism experience |
| Icahn Enterprises LP | Director (prior 5 years) | Prior 5 years | Activist conglomerate experience |
| Bausch Health Companies Inc. | Director (prior 5 years) | Prior 5 years | Healthcare turnaround exposure |
| Bausch + Lomb Corporation | Director (prior 5 years) | Prior 5 years | Spin-off governance exposure |
| Dana Inc. | Director (prior 5 years) | Prior 5 years | Industrial operations oversight |
| Newell Brands Inc. | Director (prior 5 years) | Prior 5 years | Consumer products governance |
| American Railcar Industries, Cadus, Nuance Communications, Take-Two Interactive, Hain Celestial, Voltari | Director (earlier) | Previously served | Variety of sectors; capital allocation and strategy |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SandRidge Energy, Inc. | Director | Current | Energy governance |
| CVR Energy | Director | Current | Energy/refining governance |
Board Governance
- Committee assignments: Audit Committee member; Transaction Committee member .
- Independence: Board determined independence under NYSE rules; no related-party transactions disclosed for Mr. Icahn since the prior fiscal year .
- Appointment context: Icahn Group requested Mr. Icahn replace Mr. Intrieri as the Icahn Designee; both Intrieri and Paláu-Hernández stepped down without disagreements; Richard Mulligan appointed as mutually acceptable independent director under the Cooperation Agreement .
- Cooperation Agreement constraints: Extraordinary transactions (CEO/CFO appointment, material M&A/dispositions) have been governed to occur at full Board or committees including the Icahn-designated or mutually acceptable independent directors (as previously affirmed for designees) .
- Engagement expectations: IFF’s Board held eight meetings in 2024; committees held regular meetings; all incumbent directors met at least 75% attendance with expectations to attend Board/committee and the annual meeting .
Fixed Compensation
IFF’s non-employee director compensation program (and Mr. Icahn will participate per 8-K) :
| Component | Amount | Structure |
|---|---|---|
| Annual retainer (2025–2026 service year) | $300,000 | $100,000 cash (Nov) ; $200,000 RSUs granted at annual meeting (time-based vesting; change-in-control acceleration) |
| Non-Executive Chair additional retainer | $200,000 | $66,667 cash and $133,333 RSUs |
| Committee Chair fees | Audit Chair $25,000; HCC Chair $20,000; Governance Chair $15,000; Innovation Chair $15,000 | Cash |
| Deferred Compensation Plan | Eligible to defer cash and RSUs; settlement in common stock at separation per elections | |
| Matching Gift Program | Up to $10,000 matched annually |
Performance Compensation
Directors do not receive performance-based incentives at IFF; equity is time-based RSUs (no options or PSUs for directors) .
| Performance Metric | Weight | Payout Mechanics |
|---|---|---|
| None for directors | — | RSUs vest time-based; no performance metrics |
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlocks/Notes |
|---|---|---|---|
| SandRidge Energy, Inc. | Energy | Director | Current role |
| CVR Energy | Energy | Director | Current role |
| Icahn Enterprises LP | Diversified holding | Former Director (prior 5 years) | Icahn Group affiliation |
| Bausch Health; Bausch + Lomb; Dana; Newell Brands | Healthcare; Vision; Industrials; Consumer | Former Director (prior 5 years) | Broad governance exposure |
IFF’s Cooperation Agreement embeds Icahn-designated influence at the Board level for extraordinary transactions; however, the Board affirms independence and disclosed no related-party transactions for Mr. Icahn .
Expertise & Qualifications
- Investment and activism expertise from Icahn Capital; seasoned public company board experience across energy, healthcare, industrials, and consumer sectors .
- Audit oversight exposure via Audit Committee appointment at IFF .
Equity Ownership
- Stock ownership guidelines: Directors must hold stock equal to 5x cash retainer and retain 100% of net shares acquired until compliant; all directors were compliant as of the policy determination date (noting a named executive exception; directors remained compliant as of Dec 31, 2024) . Hedging, short sales, derivatives, and pledging of IFF stock are prohibited for directors .
| Guideline | Multiple/Restriction |
|---|---|
| Director stock ownership guideline | 5x annual cash retainer; 100% retention of net shares until compliant |
| Hedging/pledging policy | Prohibited for directors and employees |
Governance Assessment
- Positives: Independence affirmed; Audit Committee seat strengthens financial oversight; participation in standard director pay program positioned at median and paid largely in equity, aligning with shareholders; strong ownership and anti-hedging/pledging policies .
- Considerations: Icahn Group designee status and Transaction Committee membership signal potential activism influence; the Cooperation Agreement requires extraordinary transaction decisions at full Board or committees including the Icahn designee/mutually acceptable independent director—good transparency but heightened governance sensitivity for conflicts; company disclosed no related-party transactions and Mr. Icahn’s appointment had no arrangement other than the Cooperation Agreement .
RED FLAGS
- Affiliation risk: As the Icahn Designee, perceived influence over strategic transactions could raise conflict concerns; mitigated by independence determination, standstill provisions, and Board-level governance policies .
- Monitoring: Investors should track committee actions (Audit and Transaction), any related 8-K Item 5.02 updates, and proxy disclosures for attendance and equity holdings in the next cycle .
SAY-ON-PAY & SHAREHOLDER FEEDBACK (Company context)
- Say-on-pay approval: 94% support in 2024; 88.9% in 2023—indicates constructive shareholder alignment on pay programs .
COMPENSATION PEER GROUP (Company context)
- Director compensation changes in 2025 were positioned within median range of peer companies based on FW Cook recommendations .