Kevin O’Byrne
Non-Executive Chair of the Board at IFF
Board
About Kevin O’Byrne
Kevin O’Byrne (age 60) joined IFF’s board in 2023 and is expected to become Non-Executive Chair following the 2025 Annual Meeting. He is currently independent, with a finance-heavy operating background (former CFO and director of J Sainsbury plc; former CEO of Poundland; senior roles at Kingfisher, Dixons Retail, Quaker Oats). Education: BA in Business Studies, Trinity College Dublin; Fellow of the Institute of Chartered Accountants in England & Wales since 1990 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| J Sainsbury plc | Chief Financial Officer and Director | 2017–Mar 2023 | Applied finance, internal audit, IR, property, procurement, strategy; drove performance; served as LGBT+ inclusion Operating Board Sponsor |
| Poundland Group plc | Chief Executive Officer | Until Dec 2016 | CEO leadership of UK value retailer |
| Kingfisher plc | Divisional CEO/Chair (UK, China, Turkey); CEO B&Q UK & Ireland; Group Finance Director | 2008–2015 | Multi-country operations leadership and finance oversight |
| Dixons Retail plc | Group Finance Director | Prior to 2008 | Group-level finance leadership |
| Quaker Oats | European Finance Director | Prior to 2008 | Regional finance leadership |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Centrica plc | Chair | Current |
| J Sainsbury plc | Director | 2017–2023 |
| Kingfisher plc | Director | 2008–2015 |
| Land Securities Group plc | Director | 2008–2017 |
Board Governance
- Current committee memberships: Audit; Innovation; Governance & Corporate Responsibility (Chair). He is expected to be appointed Non-Executive Chair after the 2025 Annual Meeting; he will step down from Innovation and will no longer chair Governance & Corporate Responsibility but remain a member .
- Independence: Board determined all directors other than the CEO are independent under NYSE standards; O’Byrne is independent .
- Attendance and engagement: In 2024, Board held 8 meetings; Audit 10; Human Capital & Compensation 7; Governance & Corporate Responsibility 11; Innovation 3. All incumbent directors attended at least 75% of their Board and committee meetings, and director nominees present at last year’s meeting attended .
- Non-Executive Chair role scope (applicable upon appointment): preside at Board/shareholder meetings and executive sessions; set agendas with the CEO; act as liaison among directors and management; ensure timely information flow; coordinate strategic plan reviews and succession planning; lead evaluation of Board performance and ethics tone .
Fixed Compensation
| Component | 2024 Program | Amount/Detail |
|---|---|---|
| Annual Director Retainer | Cash + RSUs | $270,000 total: $112,500 cash (paid in Nov), $157,500 RSUs granted at the 2024 Annual Meeting (1,875 RSUs at $83.99 FMV; vest in one year; accelerated on change in control) |
| Committee/Chair Fees | Cash | Governance & Corporate Responsibility Chair: +$15,000 cash; Audit Chair: +$20,000; Human Capital & Compensation Chair: +$20,000; Innovation Chair: +$15,000 |
| Non-Executive Chair Retainer | Cash + RSUs | +$150,000: $60,000 cash; $90,000 RSUs for 2024–2025 service year |
| 2025 Changes (effective at 2025 Annual Meeting) | Cash + RSUs | Director retainer increased to $300,000 ($100,000 cash; $200,000 RSUs); Non-Executive Chair retainer to $200,000 ($66,667 cash; $133,333 RSUs); Audit Chair to $25,000 (others unchanged). Rationale: median positioning vs FW Cook peer set . |
2024 director compensation (individual):
| Name | Cash Fees ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| Kevin O’Byrne | 127,500 | 157,481 | 5,000 | 289,981 |
Additional benefits for directors: reimbursement of travel/lodging; Matching Gift Program up to $10,000 annually; O’Byrne used $5,000 in 2024 .
Performance Compensation
- Directors receive time-based RSUs (annual retainer equity) that vest in one year; no performance-linked director equity; no options granted to directors in 2024 .
- RSU vesting: one-year; accelerated upon change in control .
Other Directorships & Interlocks
| Company | Sector Link to IFF | Potential Conflict Notes |
|---|---|---|
| Centrica plc (Chair) | Energy & services | No disclosed related-party transactions; sector unrelated to IFF’s core flavors/fragrances. IFF policy requires Governance & Corporate Responsibility Committee pre-approval of related party matters; none in 2024 . |
| Former boards (Sainsbury, Kingfisher, Land Securities) | Retail/property | No disclosed related-party transactions with IFF in 2024 . |
Icahn cooperation agreement context: While not tied to O’Byrne specifically, IFF continues standstill/cooperation with the Icahn Group, nominating Intrieri and Paláu‑Hernández and requiring certain major decisions to occur at full Board or committees including those directors, shaping governance dynamics the incoming Chair will oversee .
Expertise & Qualifications
- Deep finance and international operating expertise; prior CFO and CEO roles across large UK retailers; applied knowledge to finance, internal audit, IR, procurement, and strategy at Sainsbury’s .
- Board leadership experience; expected Non-Executive Chair role aligns with governance best practices separating Chair/CEO .
Equity Ownership
| Holder | Total Beneficial Ownership | Direct Shares | Stock Units | % of Class |
|---|---|---|---|---|
| Kevin O’Byrne | 10,090 | 8,215 | 1,875 | <1% |
Holdings detail (as of 12/31/2024): 1,875 unvested RSUs; no deferred stock units .
Ownership policy: Directors must hold 5x annual cash retainer; 100% retention of net shares until guideline met. As of the determination date, all directors were compliant (noting one NEO exception unrelated to O’Byrne) .
Hedging/pledging: Prohibited for directors and employees; no margin accounts or pledges allowed .
Governance Assessment
- Board effectiveness: O’Byrne chaired Governance & Corporate Responsibility in 2024, leading director selection criteria, succession planning, CEO evaluation, and related-party oversight; expected transition to Non-Executive Chair should strengthen independent oversight and continuity of governance processes .
- Independence and attendance: Independent director with at least 75% attendance in a year of high committee activity; Audit membership adds financial oversight depth .
- Compensation alignment: Director pay mix is balanced cash/equity with clear ownership requirements; increases in 2025 are framed to median peer levels per FW Cook advice, mitigating pay inflation concerns .
- Conflicts: No related-person transactions in 2024; stringent pre-approval and conduct policies reduce exposure. Hedging/pledging bans and share retention strengthen alignment .
- Shareholder signals: Say‑on‑pay (executives) received 94% support in 2024, indicating broad investor confidence in compensation governance; as incoming Chair, O’Byrne will steward this alignment .
RED FLAGS
- Activist cooperation considerations: The Icahn Group agreement requires certain major decisions at full Board or committees including their designees, which may constrain committee autonomy; Chair oversight will be pivotal to balance stakeholder interests .
Notes
- Director RSUs are not performance-based; no director options or performance equity disclosed for O’Byrne in 2024 .
- Section 16 compliance: All required reports timely filed in 2024; specific Form 4 transaction detail is not disclosed in the proxy .