Cynthia T. Jamison

About Cynthia T. Jamison

Independent director nominee at IFF since 2025; age 65. Former CFO with deep finance, audit, and operating experience across public and private companies; MBA in Finance (University of Chicago), BA in Political Science & Economics (Duke), and a Certified Public Accountant. Expected to serve as Audit Committee Chair following the 2025 Annual Meeting and to join the Governance & Corporate Responsibility Committee, underscoring finance/audit expertise and governance focus . The Board affirms all directors other than the CEO are independent under NYSE standards .

Past Roles

External Roles

Board Governance

• Committee assignments (expected post-2025 AGM): Audit Committee Chair; Governance & Corporate Responsibility Committee member .
• Independence: Board determined all directors other than the CEO are independent under NYSE listing standards .
• Meeting cadence and attendance (2024): Board 8 meetings; Audit 10; Human Capital & Compensation 7; Governance & Corporate Responsibility 11; Innovation 3. All incumbent directors attended at least 75% of meetings during their service periods; non-employee directors meet in executive session with regular meetings .
• Board leadership: Separate Chair/CEO roles since 2022; Non-Executive Chair leads independent oversight and executive sessions; enumerated Chair duties emphasize agenda setting, information flow, strategy oversight, and succession planning .
• Activism/refresh: Board refresh includes adding Jamison and others; continuation of cooperation agreement with Icahn Group; certain matters must occur at full Board or a committee including Icahn designee, enhancing transaction oversight .

Fixed Compensation

• 2025 non-employee director retainer: $300,000 total — $100,000 cash (paid in November) and $200,000 in RSUs granted at the 2025 Annual Meeting under the 2021 A&R SAIP .
• Additional chair retainers (2025): Non-Executive Chair $200,000 (33% cash/$66,667; 67% RSUs/$133,333); Audit Chair $25,000 cash; HCCC Chair $20,000 cash; G&CRC Chair $15,000 cash; Innovation Chair $15,000 cash .
• 2024 program (context): $270,000 total — $112,500 cash; $157,500 RSUs; Non-Executive Chair $150,000 (40% cash/$60,000; 60% RSUs/$90,000); Audit Chair $20,000 cash .
• Deferred Compensation Plan: Directors may defer cash and/or RSUs into the DCP; deferred balances settle in stock upon separation or as elected .

Performance Compensation

Directors receive time-vested RSUs (not performance-conditioned). Annual RSUs vest one year from grant and accelerate upon a change in control. In 2024, each director received 1,875 RSUs (FMV $83.99) on May 1, 2024; a pro-rata 1,543 RSUs (FMV $93.14) was granted to a mid-year appointee. For 2025, annual RSU value is $200,000 per non-employee director (share count determined by grant-date price) .

No director performance metrics disclosed; equity grants are time-based RSUs (not PSUs) .

Other Directorships & Interlocks

• Related person transactions: None in 2024 above $120,000 involving any director/officer or their immediate family members; policy requires prior review/approval by the Governance & Corporate Responsibility Committee .
• Hedging/pledging: Prohibited for directors and employees (no derivatives, short sales, margin, or pledges) .

Expertise & Qualifications

• Financial expertise as former CFO; CPA; deep board experience.
• FASAC (advisory to FASB) former member (4-year term).
• NACD Board Leadership Fellow; recognized as “Top 100 Director” (2017).
• Frequent keynote speaker on CFO and board governance topics; quoted in leading financial media .

Equity Ownership

• Outstanding shares used for calculation: 255,735,006 as of March 7, 2025 .
• Ownership guidelines: Directors must hold 5x annual cash retainer; 100% of net shares retained until compliant. As of policy determination date, directors were in compliance (Jamison joined in 2025; general policy still applies) .

Governance Assessment

Strengths

• Audit Chair designate with CFO/CPA background enhances audit oversight and financial reporting integrity .
• Robust director compensation structure with significant equity (alignment) and strict ownership/retention guidelines; hedging/pledging prohibited .
• No related-party transactions disclosed in 2024; strong related-person review policy .
• Board structure separates Chair/CEO and conducts regular executive sessions; high 2024 attendance among incumbents .
• Shareholder support for pay program: 94% “Say-on-Pay” approval in 2024 for prior year compensation, signaling investor confidence in compensation governance .

Watch items / potential red flags

• Multiple external public boards (ODP, Darden) may elevate time-commitment risk as Audit Committee Chair; monitor attendance and workload after first year. Jamison is newly appointed in 2025; IFF attendance track record not yet observable .
• Board refresh tied to activism (Icahn cooperation). While it strengthens oversight, investors should monitor stability and cohesion through strategic transitions .

Key Policies and Risk Controls

• Prohibition on short sales, hedging, derivatives, margin, and pledging by directors; rigorous clawback policy applies to executives; equity grant policy avoids MNPI timing concerns .
• Strong governance process for related-person transactions; none reported for 2024 .

Overall: Jamison’s appointment as Audit Chair designate, coupled with CPA/CFO credentials and ownership alignment requirements, is a positive signal for board effectiveness and financial oversight. Monitor initial-year attendance and cross-board time demands to confirm sustained engagement .