J. Erik Fyrwald
About J. Erik Fyrwald
J. Erik Fyrwald, 65, has served as IFF’s Chief Executive Officer and a Director since February 6, 2024. He holds a B.S. in Chemical Engineering from the University of Delaware (1981) and completed Harvard Business School’s Advanced Management Program (1998) . Under his first year of leadership, IFF reported 2024 net sales of $11.5B, adjusted operating EBITDA of $2.2B, and adjusted EPS ex amortization of $4.31, with AIP payouts reflecting strong corporate performance (181.8%) following a 16% improvement in comparable EBITDA growth; however, the prior 2022–2024 cycle’s relative TSR result was at the 9th percentile, underscoring the need for sustained execution .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Syngenta | Chief Executive Officer | 2016–2023 | Led global ag/chem platform; prior board memberships at Syngenta entities . |
| Univar Solutions | Chief Executive Officer | 2012–2016 | Ran global chemicals distributor; prior to joining Syngenta . |
| Nalco | Chairman & Chief Executive Officer | 2008–2011 | Led through combination with Ecolab; subsequently President at Ecolab post-merger . |
| Ecolab | President (post-merger) | 2011–2012 | Integration leadership following Nalco merger . |
| DuPont | Various roles incl. Group VP, Ag & Nutrition; VP/GM Nutrition & Health | 1981–2008 | 27-year career across agriculture, nutrition, and specialty chemicals businesses . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Eli Lilly and Company | Director | Current | Public board seat; current external directorship . |
| (Prior) Bunge; Syngenta Group; Syngenta Foundation; Crop Life International (Chair); Swiss-American Chamber; UN WFP Farm to Market Alliance | Director/Chair/Member | Prior | Prior governance roles in agriculture, industry bodies, and NGOs . |
Fixed Compensation
| Component | FY2024 Terms / Amount | Notes |
|---|---|---|
| Base Salary | $1,000,000 initial CEO base per letter (annualized) | Reported 2024 salary paid: $905,769 (partial year) . |
| Target Annual Incentive (AIP) | 200% of base salary ($2,000,000 target) | CEO evaluated 100% on corporate metrics . |
| Perquisites | $20,000 annual perquisite allowance; $25,000 annual car allowance | Executive death benefit plan coverage; standard health/welfare . |
Performance Compensation
Annual Incentive Plan (AIP) – FY2024
| Metric | Weighting | Target (qualitative) | Actual/Payout | CEO Payout |
|---|---|---|---|---|
| Currency Neutral Sales Growth | Not disclosed in %; part of core financial metrics | Targets set vs budget/guidance ranges | Corporate performance 181.8% of target | $3,636,000 based on 181.8% of $2,000,000 target . |
| EBITDA | Not disclosed in %; part of core financial metrics | Targets set vs budget/guidance ranges | Corporate performance 181.8% of target | Included in above payout . |
| Strategic Objectives (modifier) | Modifier (not weighted metric) | ESG/safety/ethics inclusion targets | Achieved at target; no modification | N/A. |
Notes: CEO and corporate officers measured 100% on corporate performance; business-unit weights apply to segment heads .
Long-Term Incentives (PSUs/RSUs) – 2024 Grants
| Award | Grant Date | Target/Value | Core Metrics and Weighting | Vesting/Measurement |
|---|---|---|---|---|
| 2024 PSU (annual LTI) | 5/1/2024 | $6,000,000 target | Stock Price Appreciation 40%; Productivity 40%; Employee Engagement 20%; 3-year relative TSR vs S&P 500 as +/-20% modifier; payout capped at 200% . | 3-year performance cycle; share-denominated . |
| 2024 RSU (annual LTI) | 5/1/2024 | $4,000,000; 47,625 RSUs | Time-based retention | Vests one-third per year over 3 years . |
| Inducement PSU | 3/1/2024 | $4,914,250 grant-date value | Dividend-adjusted ending stock price schedule determines 0–250% of 68,750 target shares (see table below) | 3-year performance; payout per threshold table . |
| Inducement RSU | 3/1/2024 | $4,268,250; 56,250 RSUs | Time-based retention | 3-year cliff vesting . |
Inducement PSU funding schedule (dividend-adjusted ending stock price):
| Ending Stock Price | % of Target PSUs | Target PSUs |
|---|---|---|
| <$106.48 | 0% | 0 |
| $106.48 | 50% | 34,375 |
| $113.91 | 100% | 68,750 |
| $121.67 | 150% | 103,125 |
| $138.25 | 200% | 137,500 |
| ≥$156.25 | 250% | 171,875 |
Pay-for-performance context:
- 2024 corporate AIP payout at 181.8% reflected CN sales/EBITDA strength and strategic objectives at target .
- The 2022–2024 LTIP cycle (for prior plan design) paid 13.1% based on ROIC improvement with relative TSR at the 9th percentile, highlighting TSR underperformance pre-dating Fyrwald’s tenure .
Equity Ownership & Alignment
Beneficial Ownership (as of March 7, 2025)
| Holder | Total Beneficial Ownership | Owned Directly | Stock Units | % of Class |
|---|---|---|---|---|
| J. Erik Fyrwald | 56,505 | 40,630 | 15,875 | <1% |
- Stock ownership guidelines: CEO must hold 6x base salary; retain 50% of net shares until compliant. Executives/directors in compliance as of Dec 31, 2024 (exception disclosed for another NEO due to relocation) .
- Hedging and pledging: Prohibited; no margin accounts or pledging permitted, reducing downside hedging/pledging risk .
Outstanding Awards at FY2024 Year-End (partial listing – CEO)
| Award | Unvested Units/Shares | Reported Market/Payout Value |
|---|---|---|
| Inducement RSU (3/1/2024) | 56,250 | $4,755,938 |
| 2024 RSU (5/1/2024) | 47,625 | $4,026,694 |
| 2024 PSU (target shares) | 37,328 | $3,156,082 |
| Inducement PSU (target shares) | 34,375 | $2,906,406 |
Implications for selling pressure:
- RSUs vest over time (one-third annually; inducement RSU cliff at 3 years). Share retention rules require 50% net shares retained until 6x is met, and hedging/pledging are barred, which moderates immediate selling pressure even as vesting events occur .
Employment Terms
| Term | Detail |
|---|---|
| Employment | At-will (letter agreement dated Jan 11, 2024) . |
| Base/AIP/LTI | Base $1,000,000; AIP target 200% of salary; 2024 LTI target $10,000,000 (60% PSUs/40% RSUs) . |
| Inducement Equity | One-time grant $9,182,500 (PSU $4,914,250; RSU $4,268,250) on 3/1/2024 . |
| Covenants | Non-compete, non-solicit, non-disclosure, cooperation covenants . |
| ESP Protection | Any ESP amendment materially adverse to CEO disregarded if effective before 3rd anniversary of start date . |
| Inducement Treatment on Termination | Without cause/for good reason/disability/death: RSU continues to vest on schedule; PSU pro-rates based on actual performance through termination . |
| Clawbacks | Robust recovery policy beyond NYSE minima (misstatements, misconduct, policy breaches, restrictive covenant violations) plus SEC/NYSE-compliant no-fault restatement clawback adopted Oct 2, 2023 . |
| Change in Control Economics (ESP) | Double-trigger severance; upon qualifying termination within 2 years of a CIC: CEO receives 3x (salary + higher of 3-yr average AIP or target AIP) lump sum; pro-rata/earned incentives; equity vesting per plan; benefits continuation (24 months) . |
| Non-CIC Termination (ESP) | CEO: 2x (salary + prorated target AIP) over 24 months; pro-rated AIP and LTIP; pro-rated equity vesting; benefits continuation (24 months) . |
| Tax Gross-Ups | None on severance/CIC payments (policy) . |
Board Governance
- Board service: Director since 2024; member, Innovation Committee .
- Independence: Not independent (as CEO); all other directors are independent per NYSE and company standards .
- Leadership structure: Non-Executive Chair separate from CEO since 2022; Kevin O’Byrne expected to be appointed Non-Executive Chair following the 2025 Annual Meeting .
- Committee/meeting cadence: In 2024 the Board met 8x; all incumbent directors attended ≥75% of meetings and committees during their service periods; independent directors hold executive sessions .
- Director pay: Employee directors receive no additional director compensation .
- Say-on-Pay support: 94% approval in 2024, indicating strong investor backing for the compensation program .
Performance & Track Record Highlights
| Measure | 2024 Result | Notes |
|---|---|---|
| Net Sales | $11.5B | FY2024 . |
| Adjusted Operating EBITDA | $2.2B | FY2024; non-GAAP; see proxy Exhibit A for reconciliations . |
| Diluted EPS (GAAP) | $0.95 | FY2024 . |
| Adjusted EPS ex Amortization | $4.31 | FY2024; non-GAAP . |
| Corporate AIP Payout | 181.8% of target | FY2024; reflects CN sales/EBITDA results; strategy modifier at target . |
| Prior LTIP (2022–2024) | 13.1% payout | Driven by ROIC improvement; relative TSR at 9th percentile (below threshold) . |
Management commentary in 2025 emphasized profitable growth, productivity, deleveraging to 2.5x net leverage, portfolio optimization (divestitures signed/closed), and a $500M repurchase authorization; FY2025 guidance reaffirmed in Q2 and Q3 updates .
Compensation Structure Analysis
- Mix and design: Significant at-risk pay with majority of variable comp in equity; strong clawbacks; no option repricing; no employment agreements; no hedging/pledging .
- 2025 changes: AIP simplified to EBITDA and Currency Neutral Sales Growth; 2025 PSUs based on 3-year average EBITDA margin, relative TSR vs S&P 500 Chemicals, and engagement—tightening focus on profitable growth and sector-relative performance .
- Peer benchmarking: Target total cash/direct comp aimed at median of peer group (ADM, Celanese, Ecolab, Eastman, Hershey, etc.); FW Cook engaged as independent consultant .
Director Compensation (as Director)
- As a management director, Fyrwald does not receive the non-employee director retainer or RSU grant; non-employee structure is $300,000 (from 2025) with RSU vesting in one year, plus Chair/committee chair retainers as applicable .
Equity Ownership Guidelines & Compliance
- CEO requirement: 6x salary; 50% net shares retention until met; executives/directors in compliance as of Dec 31, 2024 (with one disclosed exception not involving CEO) .
- Prohibitions: No short sales, hedging, pledging, margin accounts .
Related Party Transactions
- The company reported no related person transactions in 2024 requiring disclosure under Item 404(a) of Regulation S-K .
Risk Indicators & Red Flags
- Positive: Double-trigger CIC; no tax gross-ups; strong clawbacks; no repricing; separated Chair/CEO; robust stock retention; high say-on-pay support .
- Watch items: Prior-cycle relative TSR underperformance (9th percentile); sizable inducement and annual equity create meaningful vesting events (noting retention and anti-hedging/pledging constraints) .
Investment Implications
- Alignment: The 2024 and 2025 PSU designs (stock price appreciation/EBITDA margin, productivity, engagement; relative TSR modifier) and 6x ownership guideline enhance pay-for-performance and long-horizon alignment; prohibitions on hedging/pledging and 50% net share retention temper near-term selling pressure from vesting .
- Retention and severance: ESP economics (2x non-CIC; 3x CIC; double trigger; no gross-ups) are market-standard, balancing retention with governance-friendly features; CEO’s inducement awards include continued vesting/pro-rata treatment on qualifying terminations, aiding retention during transformation .
- Execution risk vs momentum: 2024 corporate AIP at 181.8% signals operational progress (CN sales/EBITDA) under Fyrwald; however, legacy TSR underperformance and ongoing portfolio reshaping mean continued delivery against 2025 metrics (EBITDA margin, relative TSR vs S&P 500 Chemicals) is critical for sustained rerating .
- Trading cues: Key dates include annual RSU tranches (first vest one year from 5/1/2024) and the 3/1/2027 cliff for inducement RSUs; retention rules and anti-hedging/pledging policy reduce forced-selling dynamics, but investors should monitor Form 4s around vesting gates for incremental supply signals .