Marc Birenkrant
About Marc Birenkrant
Marc Birenkrant is International Flavors & Fragrances’ Controller & Chief Accounting Officer (principal accounting officer), appointed effective August 10, 2025, and he signed IFF’s Q3 2025 Form 10‑Q in that capacity on November 4, 2025 . He joined IFF in 2008 and previously held VP, Assistant Controller and Finance Director roles; earlier he was Director of Accounting at The Wendy’s Company (1996–2008) and an auditor at Ernst & Young (1994–1996). He holds a B.S. in Accounting from Penn State and is a CPA in New York . IFF’s 2024 performance context for executive incentives: Net Sales $11.5B, Adjusted Operating EBITDA $2.2B, Diluted EPS $0.95, and Adjusted Diluted EPS $2.53, with 2024 AIP (annual incentive) paying above target on corporate metrics (see below) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| International Flavors & Fragrances (IFF) | Controller & Chief Accounting Officer | 2025–present | Principal Accounting Officer; oversees accounting and controls; signed Q3 2025 10‑Q |
| International Flavors & Fragrances (IFF) | VP, Assistant Controller; Finance Director; various leadership roles | 2008–2025 | Leadership roles across finance and accounting since 2008 |
| The Wendy’s Company | Director of Accounting | 1996–2008 | Led accounting operations and financial reporting |
| Ernst & Young LLP | Auditor | 1994–1996 | External audit experience |
Fixed Compensation
- IFF states it has no employment agreements with executive officers; executive pay is governed by the Annual Incentive Plan and equity plans, with strong clawback and share retention policies .
- Specific base salary and target bonus for Mr. Birenkrant were not disclosed in the August 7, 2025 appointment 8‑K (which focused on role and background) .
Performance Compensation
2024 Corporate AIP (Annual Incentive Plan) context (company-wide design and outcome):
- Metrics used: Currency Neutral Sales Growth, EBITDA, and a Strategic Objectives modifier (Safety, Inclusion, Ethics & Compliance, GHG reduction) .
- Corporate AIP payout for 2024 performance: 181.8% of target (for roles evaluated on corporate metrics) .
2024–2026 PSU (Performance Stock Units) design (company-wide):
| Metric | Weight | Notes |
|---|---|---|
| Stock Price Appreciation | 40% | 3‑year stock price goal (20‑day average high) |
| Productivity | 40% | Annual segments tied to cost/optimization goals |
| Employee Engagement | 20% | Annual engagement survey results |
| Relative TSR vs S&P 500 (modifier) | +/-20% | 55th percentile = 1.0x; 25th = 0.8x; 75th+ = 1.2x (cap 200%) |
2025 plan changes (company-wide):
- AIP streamlined to EBITDA and Currency Neutral Sales Growth; PSU tied to 3‑year EBITDA margin (average), relative TSR vs S&P 500 Chemicals, and employee engagement .
Equity Ownership & Alignment
Form 3 (initial beneficial ownership as of event 08/10/2025; filed 08/19/2025):
| Category | Amount | Ownership form |
|---|---|---|
| Common Stock (direct) | 3,643.15 | Direct (D) |
| Common Stock (by 401(k)) | 2,266.543 | Indirect (I) via 401(k) |
| Common Stock (by Deferred Compensation Plan) | 3,431.7 | Indirect (I) via Deferred Compensation Plan |
Derivative equity (RSUs) reported on Form 3:
| Instrument | Date Exercisable (vest) | Shares |
|---|---|---|
| Restricted Stock Units | 05/03/2024 | 389 |
| Restricted Stock Units | 05/01/2025 | 794 |
| Restricted Stock Units | 04/01/2026 | 1,421 |
- Shares outstanding reference for context: 255,735,006 as of March 7, 2025 (company proxy) . Approximate ownership as percentage of outstanding based on Form 3 positions: ≈0.0037% (= 3,643.15 + 2,266.543 + 3,431.7 divided by 255,735,006). Calculation shown for context; numerator from Form 3 ; denominator from proxy .
Alignment policies (company-wide; apply to covered executives):
- Share retention/ownership guidelines: Directors 5x cash retainer; CEO 6x salary; Levels 13–12: 3x; Levels 11–10: 2x; Level 9: 1x; with mandatory retention of 25–50% of net shares until guideline met .
- Hedging and pledging prohibited; no short sales, derivatives, or margin pledges by employees/officers/directors .
- Robust clawback covering cash and all equity (beyond NYSE minimums), plus Dodd‑Frank compliant policy adopted October 2023 .
Employment Terms
Executive Severance Policy (ESP) (company-wide framework; tiers vary by level/role):
- No single‑trigger vesting upon change in control; no tax gross‑ups (uses modified cut‑back) .
- For Tier I (NEOs), non‑CIC termination without cause/for good reason: cash severance = 1.5x salary+target bonus (2x for CEO), pro‑rated AIP based on actual performance, medical/dental/life continuation (18 months; 24 months CEO); equity generally pro‑rated and continues on schedule per award terms .
- For Tier I (NEOs), CIC + qualifying termination (double trigger): cash severance = 2x salary+target bonus (3x CEO), pro‑rated AIP based on actual performance; equity treatment per plan (with specific rules for awards outstanding before April 1, 2024); benefits continuation as above .
- Non‑compete (12 months) and non‑solicitation (24 months) covenants are conditions to severance; release required; severance subject to clawback if obligations breached .
- Company discloses no employment agreements with executive officers, consistent with governance practices .
Note: Mr. Birenkrant’s specific ESP tier and individualized terms were not disclosed; the above summarizes the governing framework for executives per the proxy .
Performance & Track Record
Company performance context relevant for pay‑for‑performance and control environment under CAO purview:
- 2024 results: Net Sales $11.5B; Operating Profit $766M; Adjusted Operating EBITDA $2.2B; Diluted EPS $0.95; Adjusted Diluted EPS $2.53 .
- 2024 corporate AIP outcome: 181.8% of target (reflecting above‑target CN sales/EBITDA; strategic objectives at target) .
- Long‑term incentive outcomes: 2022–2024 LTIP cycle paid at 13.1% (ROIC improvement just above threshold; relative TSR below threshold), underscoring emphasis on multi‑metric discipline and shareholder alignment .
Compensation Governance (company-wide context)
- Independent compensation consultant (FW Cook) engaged by the Human Capital & Compensation Committee; annual risk assessment found programs do not encourage excessive risk .
- Strong say‑on‑pay support: 94% approval of the 2024 advisory vote .
- Peer group used for benchmarking includes large-cap packaged food, chemicals and consumer companies (e.g., ADM, Eastman, Ecolab, Hershey, Kimberly‑Clark, McCormick, Zoetis, etc.) .
Risk Indicators & Red Flags
- Hedging/pledging banned (reduces misalignment/financing risk) .
- No single‑trigger CIC vesting; no option repricing; no severance tax gross‑ups .
- Related‑party transactions: none in 2024 requiring disclosure, per policy oversight .
Investment Implications
- Near‑term vesting events: RSUs listed on Form 3 vesting 05/01/2025 (794 sh) and 04/01/2026 (1,421 sh) could create modest, date‑driven insider activity; overall scale is small relative to float .
- Alignment/retention: Prohibition on hedging/pledging, rigorous clawbacks, and ownership guidelines support alignment; absence of employment agreements but presence of ESP indicates market‑standard retention economics with discipline on triggers .
- Execution risk: CAO appointment in 2025, with deep internal tenure since 2008 and prior external accounting leadership, supports continuity in controls and reporting during IFF’s ongoing portfolio/operational changes highlighted in 2024–2025 disclosures .