Dawn C. Willoughby
INTERNATIONAL FLAVORS & FRAGRANCESAbout Dawn C. Willoughby
Dawn C. Willoughby is an independent director of International Flavors & Fragrances (IFF) since 2023 and is 55 years old. She served as EVP & Chief Operating Officer at The Clorox Company (2014–2019) following earlier general manager roles, and previously spent nine years in sales management at Procter & Gamble. She holds a B.S. in Sports Management from the University of Minnesota and an MBA from UCLA Anderson. She currently sits on IFF’s Human Capital & Compensation and Governance & Corporate Responsibility Committees and is expected to become Chair of the Governance & Corporate Responsibility Committee after the 2025 Annual Meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Clorox Company | EVP & Chief Operating Officer | 2014–2019 | Senior operating leadership across consumer products divisions |
| The Clorox Company | SVP & GM, Cleaning; VP & GM, Home Care; VP & GM, Glad Products; other roles | 2001–2014 | P&L leadership for key consumer categories |
| Procter & Gamble | Sales management roles | ~9 years (prior to Clorox) | Commercial leadership in sales |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| J.M. Smucker Company | Director | Not disclosed | Public company board |
| TE Connectivity | Director | Not disclosed | Public company board |
Board Governance
- Independence: The Board determined all non-CEO directors, including Ms. Willoughby, are independent under NYSE standards.
- Committee assignments (current/expected): Human Capital & Compensation (member); Governance & Corporate Responsibility (member; expected Chair post-2025 AGM); expected to join Innovation Committee post-2025 AGM.
- Attendance: Board met 8x in 2024; HCCC 7x; Governance & Corporate Responsibility 11x; Innovation 3x; all incumbent directors attended at least 75% of total Board and committee meetings during their service.
- Leadership structure: Separate Chair and CEO since 2022; Non-Executive Chair duties formalized; Kevin O’Byrne expected to become Non-Executive Chair after the 2025 AGM.
- Related-party oversight: Governance & Corporate Responsibility Committee reviews and approves related-person transactions; none reported for 2024.
Fixed Compensation (Director)
| Component | Amount | Timing/Notes |
|---|---|---|
| Annual director retainer (2024–2025 service year) | $270,000 total ($112,500 cash; $157,500 in RSUs) | RSUs granted at 2024 AGM; vest in 1 year |
| Committee Chair retainers (2024–2025) | Audit Chair $20,000; HCCC Chair $20,000; Governance & Corporate Responsibility Chair $15,000; Innovation Chair $15,000 | Cash, annual |
| Non-Executive Chair (2024–2025) | $150,000 ($60,000 cash; $90,000 RSUs) | Additional to director retainer |
| Program change for 2025–2026 | Annual retainer to $300,000 ($100,000 cash; $200,000 RSUs); Non-Exec Chair to $200,000 ($66,667 cash; $133,333 RSUs); Audit Chair to $25,000 | Effective at 2025 AGM |
2024 individual director compensation for Ms. Willoughby:
- Cash fees: $112,500; Stock awards (grant date fair value): $157,481; All other compensation (matching gifts): $10,000; Total: $279,981.
Performance Compensation (Director Equity)
| Item | Detail |
|---|---|
| Annual RSU grant (2024) | 1,875 RSUs granted May 1, 2024 at FMV $83.99; vest after one year; subject to accelerated vesting upon change in control. |
| Unvested RSUs at 12/31/2024 | 1,875 units. |
| Deferred stock units at 12/31/2024 | 1,685 units in DCP (settled upon board separation or as elected). |
Note: Directors do not receive options or performance-vested equity as part of standard board pay; annual equity is time-vested RSUs (no performance metrics).
Other Directorships & Interlocks
| Company | Sector Link to IFF | Interlocks/Conflicts Disclosed |
|---|---|---|
| J.M. Smucker Company | Branded food & beverage; potential downstream customer category | No related-person transactions reported; independence affirmed. |
| TE Connectivity | Industrial sensors/connectivity; no direct overlap disclosed | No related-person transactions reported; independence affirmed. |
Human Capital & Compensation Committee interlocks/insider participation: None in 2024; no reciprocal executive cross-directorships with IFF executives.
Expertise & Qualifications
- Consumer products, operations/manufacturing, human capital, sustainability, international markets; board experience across public companies.
- Education: B.S. University of Minnesota; MBA UCLA Anderson.
- Recognition: Named among most influential women in Bay Area (San Francisco Business Times, May 2013).
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 4,002 shares | <1% of outstanding shares. |
| Directly owned | 434 shares | As of March 7, 2025. |
| Stock units (deferred/equivalents) | 3,568 units | Included in beneficial ownership per proxy methodology. |
| Unvested RSUs | 1,875 | As of Dec 31, 2024 (separate from beneficial ownership count table). |
| Director ownership guideline | 5x annual cash retainer; retention 100% until met | All directors in compliance as of Dec 31, 2024. |
| Hedging/pledging | Prohibited for directors | No short sales, hedging, or pledging permitted. |
Governance Assessment
- Committee leadership and oversight: Expected elevation to Chair of Governance & Corporate Responsibility strengthens board oversight of director nominations, CEO evaluation, succession planning, sustainability, and related-party transactions. This suggests deeper engagement in governance architecture.
- Compensation governance signal: Serves on Human Capital & Compensation Committee overseeing CEO/NEO pay, risk assessments, peer benchmarking, and independent consultant (FW Cook) usage—factors supportive of pay-for-performance alignment.
- Independence and conflicts: Board confirmed independence; 2024 had no related-person transactions—reduces conflict risk.
- Attendance and engagement: Board and committees were active in 2024; all incumbents ≥75% attendance—meets baseline engagement expectations.
- Director pay structure: Balanced cash/equity; increased 2025 retainer and higher equity weighting align director incentives with shareholders; no options or performance equity minimizes risk-taking bias at board level.
- Shareholder alignment: Strong director stock ownership policy (5x retainer) with mandatory retention until compliance; hedging/pledging bans support alignment.
- Say-on-Pay context: 94% approval on 2024 Say-on-Pay indicates broad shareholder support for compensation approach overseen by the HCCC on which she serves.
RED FLAGS
- None disclosed for 2024 regarding related-party transactions, hedging/pledging, or attendance shortfalls. Continued monitoring warranted given customer/supplier adjacency of outside boards, but no impairments disclosed and independence affirmed.