Kathryn J. Boor
Director at IFF
Board
About Kathryn J. Boor
Independent director of IFF since 2021, age 66. Boor is Dean of the Graduate School and Vice Provost for Graduate Education at Cornell University and a former long-tenured dean and professor in food science with expertise in molecular biology, food safety and quality. She serves on IFF’s Innovation Committee (Chair through the 2025 Annual Meeting, then member) and Governance & Corporate Responsibility Committee; the Board affirms she is independent. Degrees: B.S. Food Science (Cornell), M.S. Food Science (University of Wisconsin), Ph.D. Microbiology (UC Davis).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cornell University | Dean, Graduate School; Vice Provost for Graduate Education | 2020–Present | Chief academic/administrative officer for 80+ graduate fields and 5,000+ students |
| Cornell University | Ronald P. Lynch Dean, College of Agriculture & Life Sciences | 2010–2020 | Led ~$500mm budget; strategy and execution in food and beverage research |
| Cornell University | Chair, Food Science Department | 2007–2010 | Departmental leadership |
| Cornell University | Professor, Food Science | 1994–2020 | Led research labs; multi-agency funded research in food safety/quality |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Seneca Foods Corporation | Director (public company) | Current | Food processing company |
| Sarepta Therapeutics, Inc. | Director (public company) | Current | Biopharma focused on life‑threatening diseases |
| US‑Israel BARD Fund | Board Member | Current | Binational agricultural R&D funding |
| USAID Feed the Future | Chair, Food Safety Innovation Lab Advisory Committee | Current | Advisory leadership in food safety |
| AAAS; Institute of Food Technologists; American Academy of Microbiology; International Academy of Food Science & Technology | Fellow | Current | Professional recognition |
Board Governance
- Committee assignments (current/expected): Innovation Committee Chair (through 2025 Annual Meeting; remains member thereafter) and Governance & Corporate Responsibility Committee member. Mehmood Khan expected to assume Innovation Chair after the 2025 Annual Meeting.
- Independence: The Board determined all directors other than the CEO are independent under NYSE standards; independence reassessed annually considering any relationships.
- Board activity and attendance: 2024—Board met 8x; Audit 10x; Human Capital & Compensation 7x; Governance & Corporate Responsibility 11x; Innovation 3x. All incumbent directors attended at least 75% of the meetings of the Board and committees on which they served. Non‑employee directors meet in regular executive sessions.
- Board leadership: Non‑Executive Chair separated from CEO; Kevin O’Byrne expected to become Chair after the 2025 Annual Meeting.
- Shareholder engagement and say‑on‑pay: Engagement with largest active holders representing > two‑thirds of outstanding shares in 2024; 94% say‑on‑pay support in 2024.
- Activism/cooperation context: Ongoing cooperation agreement with Icahn Group; certain major decisions occur at full Board or committees including the Icahn‑affiliated independent director.
Fixed Compensation
| Component | Detail | Amount/Terms |
|---|---|---|
| Annual director retainer (2024–2025 service year) | Cash portion | $112,500 paid Nov 2024 |
| Annual director retainer (2024–2025 service year) | RSUs | 1,875 RSUs granted May 1, 2024 (FMV $83.99) = $157,500; 1‑year vest; change‑in‑control acceleration |
| Committee chair fee (Innovation) | Additional cash retainer | $15,000 (Chair) |
| 2024 total director comp (Boor) | Fees earned in cash | $127,500 (includes chair fee; Boor deferred $127,500 into DCP) |
| 2024 total director comp (Boor) | Stock awards (RSUs) | $157,481 (aggregate grant‑date fair value) |
| 2024 total director comp (Boor) | Total | $284,981 |
| 2025 program change | Base retainer | $300,000 total: $100,000 cash + $200,000 RSUs; positions pay near peer median |
| 2025 program change | Chair premia | Non‑Exec Chair: +$200,000 (33% cash/67% RSUs); Audit Chair: +$25,000; HCCC Chair: +$20,000; Gov & CR Chair: +$15,000; Innovation Chair: +$15,000 |
Performance Compensation
- Non‑employee directors receive no performance‑based cash or equity; annual equity is time‑based RSUs that vest after one year; no stock options granted to directors in 2024.
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| Seneca Foods Corporation | Director | No related‑party transactions disclosed by IFF in 2024; Board affirms independence. |
| Sarepta Therapeutics, Inc. | Director | No related‑party transactions disclosed by IFF in 2024; Board affirms independence. |
Expertise & Qualifications
- Food and beverage science; molecular biology; food safety and quality; innovation/R&D; human capital; sustainability/environmental; international/emerging markets; prior public board experience.
- Academic leadership managing large budgets and complex research portfolios.
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership | 6,313 shares (includes stock units as defined) |
| Shares owned directly | 255 |
| Stock units (incl. deferred) | 6,058 |
| Unvested RSUs at 12/31/2024 | 1,875 |
| Deferred stock units at 12/31/2024 | 4,163 |
| Ownership guidelines | 5x annual cash retainer; 100% net shares retention until met; all directors in compliance as of 12/31/2024 |
| Hedging/pledging | Prohibited for directors (no short sales, derivatives, pledging, or margin accounts) |
Governance Assessment
- Board effectiveness and independence: Boor is affirmed independent, with strong attendance across the Board and committee calendars; her Innovation Committee leadership directly oversees R&D quality, pipeline competitiveness, and scientific talent—strategic areas for IFF’s value creation. These are positive indicators for board oversight quality.
- Alignment and incentives: Director pay is a cash/RSU mix with an increased equity weighting in 2025, plus rigorous director ownership guidelines with full retention until met; hedging/pledging is prohibited—supporting alignment with shareholders. Boor elected to defer her 2024 cash fees, indicating additional long‑term alignment.
- Conflicts/related‑party exposure: IFF disclosed no related person transactions >$120,000 in 2024; the Board’s annual independence review found no impairments. This reduces conflict risk.
- Shareholder confidence signals: Robust shareholder engagement and strong (94%) say‑on‑pay support in 2024 reflect constructive investor relations; continued cooperation agreement with Icahn Group embeds independent director participation in major decisions, enhancing process credibility.
- Committee rotation: Transitioning the Innovation Committee chair to Mehmood Khan after the 2025 Annual Meeting signals ongoing refreshment while retaining Boor’s subject‑matter expertise on the committee.
RED FLAGS
- None disclosed: no related‑party transactions; hedging/pledging prohibited; attendance threshold met; no director‑level performance pay anomalies.