John F. Ferraro
Director at IFF
Board
About John F. Ferraro
Independent director at IFF since 2015; age 69. Former Global Chief Operating Officer at Ernst & Young (2007–Jan 2015), with prior leadership roles including Global Vice Chair of Audit and senior advisory partner. Holds a B.S. in Business Administration from Marquette University and is a CPA. Currently serves as Chair of IFF’s Human Capital & Compensation Committee; the Board has affirmed his independence under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young (EY) | Global Chief Operating Officer | 2007–Jan 2015 | Oversaw global operations/services; finance, compliance, risk management and cybersecurity oversight experience |
| Ernst & Young (EY) | Global Vice Chair of Audit; Senior Advisory Partner | Not disclosed | Led audit globally; advised largest accounts |
| Aquilon Energy Services | EVP, Strategy & Sales | Feb 2019–Jul 2019 | Go-to-market leadership for energy software |
| Audit Committee Leadership Network | Founder | Not disclosed | Governance network leadership |
| Boston College High School | Former Board Chair | Not disclosed | Education governance leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Advance Auto Parts, Inc. | Director | Current | Public company board experience |
| ManpowerGroup Inc. | Director | Current | Public company board experience |
| TEI Group Holdings LP (owner of Triumvirate Environmental Inc.) | Board Member | Current | Environmental solutions oversight |
| RP Intellectual Partners LLC | Founder | Current | Technology-focused IP investment |
Board Governance
- Committee roles: Chair, Human Capital & Compensation Committee; committee remit includes CEO pay recommendation, executive pay design, peer group benchmarking, director pay, compensation risk assessment, succession planning, and human capital oversight. Independent consultant FW Cook engaged; Committee members and consultant independence affirmed.
- Independence: Board annually reviews relationships; all directors other than the CEO are independent under NYSE standards.
- Attendance: Board met 8 times; Audit 10, Human Capital & Compensation 7, Governance & Corporate Responsibility 11, Innovation 3; all incumbent directors attended ≥75% of meetings during their service. Non‑employee directors hold executive sessions alongside regular meetings.
- Board leadership: Non‑Executive Chair structure; Kevin O’Byrne expected to become Chair following the 2025 Annual Meeting. Duties include presiding at meetings and leading succession planning.
Fixed Compensation
| Component (2024 service year) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $112,500 | Paid in November; part of $270,000 total retainer |
| Annual RSU grant | $157,500 | 1,875 RSUs granted at 2024 Annual Meeting; 1‑year vest; CoC acceleration |
| Committee chair cash retainer | $20,000 | Human Capital & Compensation Chair |
| 2024 actual fees earned (cash) | $132,500 | Captures cash retainer + chair retainer actually paid |
| 2024 stock awards (fair value) | $157,481 | 1,875 RSUs (FMV $83.99) |
| 2024 all other compensation | $10,000 | Matching Gift Program |
| 2024 total director comp | $299,981 | Sum of components reported |
- 2025 program changes: Annual retainer increased to $300,000, split $100,000 cash / $200,000 RSUs; Non‑Executive Chair retainer increased to $200,000 (cash/equity mix 33%/67%); Audit Chair to $25,000; other chair retainers unchanged. Targeted to median of peer companies per FW Cook.
Performance Compensation
| Equity instrument | Grant date | Shares | Grant FMV | Vesting | Notes |
|---|---|---|---|---|---|
| RSUs (annual director grant) | May 1, 2024 | 1,875 | $83.99/sh | 1 year | Granted under 2021 A&R SAIP; CoC acceleration |
- No performance‑based equity (e.g., PSUs) is disclosed for non‑employee directors; director equity is time‑vested RSUs only.
Other Directorships & Interlocks
| Company | Overlap / Interlock | Notes |
|---|---|---|
| Advance Auto Parts; ManpowerGroup | None disclosed | No HCC interlocks; no related‑party transactions in 2024 requiring disclosure. |
| Auditor independence | EY background vs. PwC auditor | IFF’s auditor is PwC (since 1957); reduces perceived auditor conflict risk. |
Expertise & Qualifications
- Deep finance/accounting, compliance, risk management, and global operations experience from EY leadership, with added cybersecurity oversight.
- Prior professional services executive, current public board experience across consumer/industrial sectors, and CPA credential.
Equity Ownership
| Metric | Amount | Detail |
|---|---|---|
| Total beneficial ownership | 12,746 shares | All as stock units; less than 1% of shares outstanding |
| Shares owned directly | — | Not disclosed for direct share count in table row |
| Stock units (deferred/RSUs) | 12,746 | Beneficial ownership total comprises stock units |
| Unvested RSUs at 12/31/2024 | 1,875 | Director annual grant |
| Deferred stock at 12/31/2024 | 10,818 | Held in DCP; settles at separation per elections |
| Ownership guidelines | 5x cash retainer; 100% retention until compliant | Directors in compliance as of 12/31/2024 |
| Hedging/pledging | Prohibited | No derivatives, short sales, margin or pledging permitted |
| Section 16 compliance | Timely filings | Company reports all required Section 16 filings timely in 2024 |
Governance Assessment
- Board effectiveness: As HCC Chair, Ferraro oversees CEO pay, executive incentives, succession planning, and compensation risk reviews; the Committee conducted compensation risk assessments and reported no excessive risk taking for 2024.
- Independence and engagement: Independence affirmed; Board/committee meeting cadence robust; all directors met attendance threshold (≥75%).
- Pay alignment and equity mix: Director pay balanced between cash and time‑vested RSUs; program increased in 2025 to align with peer median; ongoing share ownership/retention policy enforces alignment.
- Conflicts/related‑party exposure: No related‑party transactions in 2024; auditor is PwC (Ferraro’s prior firm was EY), mitigating any audit conflict optics.
- Shareholder signals: 2024 Say‑on‑Pay approval for executive compensation was 94%, supporting compensation governance credibility.
RED FLAGS
- None disclosed: No related‑party transactions, hedging/pledging prohibited, Section 16 compliance timely, and compensation risk assessed as not likely to cause material adverse effect. Monitor external board workload and ongoing HCC decisions, but no flagged issues reported.