Mark J. Costa
INTERNATIONAL FLAVORS & FRAGRANCESAbout Mark J. Costa
Mark J. Costa (age 59) has served as an independent director of International Flavors & Fragrances (IFF) since 2023. He is Chairman and Chief Executive Officer of Eastman Chemical Company (since 2014), with prior senior roles at Eastman and as a senior partner at Monitor Group. He holds a B.S. in Economics from UC Berkeley and an MBA from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eastman Chemical Company | Chairman & CEO | 2014–present | Led corporate strategy, global integrated supply chain, innovation and sustainability; prior roles include CMO, EVP (Specialty Plastics, Performance Polymers) and President |
| Monitor Group | Senior Partner | Pre-2006 | Developed corporate transformation and portfolio management techniques, business/marketing capability programs |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Eastman Chemical Company | Director | Current | Public company board (also CEO/Chair) |
| American Chemistry Council | Executive Committee Member | Current | Industry leadership |
| Business Roundtable | Board Member | Current | Corporate policy engagement |
| FOSSI | Advisory Board | Current | Workforce/DEI in STEM |
| Society of Chemical Industry | Member | Current | Professional society |
Board Governance
- Committee assignments: Audit Committee; Human Capital & Compensation Committee (HCCC) .
- Independence: Board determined all directors other than the CEO are independent under NYSE standards; includes Mr. Costa .
- Attendance: In 2024, the Board met 8 times; Audit (10), HCCC (7), Governance (11), Innovation (3). All incumbent directors attended ≥75% of meetings of the Board and committees on which they served .
- Committee responsibilities: Audit oversees financial reporting, internal controls, cyber/data security, auditor independence; HCCC oversees CEO/executive pay, incentive design, peer group, succession, human capital, clawback policy administration .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual Cash Retainer (2024–2025 service year) | $112,500 | Paid November; standard non-employee director portion |
| RSU Grant (May 1, 2024) | 1,875 RSUs (FMV $83.99) | Part of $157,481 grant-date fair value; one-year vesting; accelerated on change in control |
| Total 2024 Director Compensation | $269,981 | Cash $112,500; Stock awards $157,481; No “all other” compensation |
Notes:
- Program structure: 2024 non-employee director retainer was $270,000, split $112,500 cash and $157,500 in RSUs; effective 2025, increased to $300,000 ($100,000 cash; $200,000 RSUs). Chair and committee chair additional retainers do not apply to Mr. Costa .
Performance Compensation
- Directors do not receive performance-based cash bonuses or options; equity is time-based RSUs under the 2021 A&R SAIP with annual grants and standard vesting; no stock options were awarded to directors in 2024 .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Other public company boards | Eastman Chemical Company (CEO/Chair; director) |
| Compensation peer group interlock | Eastman Chemical Company is included in IFF’s compensation benchmarking peer group used by the HCCC . Mr. Costa served on IFF’s HCCC in 2024, which reviews peer groups and executive/director compensation . |
| Committee interlocks | HCCC Interlocks: Proxy states no officer interlocks or related transactions among 2024 HCCC members; none of IFF’s executives served on boards whose executives sat on IFF’s HCCC . |
RED FLAG: Peer-group interlock. As CEO/Chair of Eastman (a named peer), Mr. Costa’s HCCC membership may create perceived benchmarking and compensation-setting conflicts, even with independence determinations and no reportable related-party transactions .
Expertise & Qualifications
- Skills matrix highlights: Current/prior CEO; operations/manufacturing; consumer products; innovation/R&D; M&A/integration; human capital; sustainability/environmental; ERM/risk; international/emerging markets; other public board experience .
- Education: B.S. Economics (UC Berkeley); MBA (Harvard) .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 4,014 shares | Includes directly owned and stock units |
| Directly owned shares | 2,139 | As of March 7, 2025 |
| Unvested RSUs | 1,875 | As of Dec 31, 2024; no deferred stock units |
| Percent of shares outstanding | <1% | Based on 255,735,006 shares outstanding |
| Hedging/pledging | Prohibited | Directors barred from hedging, short sales, and pledging under insider trading policy |
| Ownership guidelines | 5x cash retainer; 100% retention if below guideline | All directors in compliance as of the determination date; exceptions disclosed for an executive, not directors |
Governance Assessment
- Independence and attendance: Positive signals—independence affirmed; attendance thresholds met across Board and committees .
- Compensation alignment: Director pay mix balanced (~42% cash, ~58% equity for 2024); RSUs vest over one year; no options; program moved to median of peers starting 2025 .
- Risk controls: Robust clawback policies, prohibition on hedging/pledging, strong committee charters and annual assessments; HCCC uses an independent consultant (FW Cook) .
- Conflicts/related-party: No related-party transactions in 2024; however, the Eastman peer-group interlock while serving on HCCC warrants monitoring for perceived conflicts in pay benchmarking decisions .
- Shareholder signaling: 94% Say-on-Pay approval in 2024 indicates broad investor support for compensation governance framework .