Mehmood Khan

About Mehmood Khan

Independent director at IFF since 2025; age 66. CEO of Hevolution Foundation; previously Executive Chair and earlier CEO of Life Biosciences (2019–2024), and earlier Vice Chairman & Chief Scientific Officer of Global R&D at PepsiCo, President of Takeda Global R&D, and faculty at Mayo Clinic (Director, Diabetes/Endocrine/Nutrition Trials). Medical degree (University of Liverpool); Fellow of the Royal College of Physicians (London), Fellow of the American College of Endocrinology, elected Fellow in Pharmacology at University of Oxford. Expected to chair IFF’s Innovation Committee following the 2025 Annual Meeting; also slated to join the Governance & Corporate Responsibility (G&CR) Committee. IFF’s Board has determined all non-CEO directors are independent under NYSE standards.

Past Roles

External Roles

Board Governance

• Committee assignments at IFF (expected after 2025 AGM): Chair, Innovation Committee; member, Governance & Corporate Responsibility Committee. Independence affirmed at the board level (all non-CEO directors).
• Meeting cadence and engagement context (2024): Board met 8x; Audit 10x; Human Capital & Compensation (HCC) 7x; G&CR 11x; Innovation 3x. Incumbent directors met at least 75% attendance; independent directors hold executive sessions alongside regular meetings. Note: Dr. Khan joined in 2025; attendance data for him is not yet disclosed.
• Leadership structure: Non-Executive Chair separate from CEO; Kevin O’Byrne expected to become Non-Executive Chair at the 2025 Annual Meeting.
• Related-party controls: G&CR Committee pre-approves related-person transactions; none reportable for 2024. Board’s annual independence review found any ordinary-course dealings do not impair independence.

Fixed Compensation

Director compensation framework (non-employee):

• 2025 service year (effective at/after 2025 AGM): $300,000 annual retainer ($100,000 cash in November 2025; $200,000 RSUs granted at AGM); additional Chair retainers: Audit $25,000; HCC $20,000; G&CR $15,000; Innovation $15,000. Positioning moved to median vs peer group.
• 2024 service year (for reference): $270,000 total ($112,500 cash; $157,500 in 1,875 RSUs at AGM; 1-year vest; change-in-control acceleration).
• Equity grant mechanics: Director annual RSUs granted on AGM date; vest one year; directors may defer cash or RSUs via the Deferred Compensation Plan (DCP).
• Benefits: Reimbursement of travel/lodging; Matching Gift Program up to $10,000 annually.

Expected IFF compensation for Dr. Khan (from 2025 AGM cycle; subject to election and program terms):

• Annual retainer $300,000; Innovation Committee Chair retainer $15,000 (cash). Total $315,000 (plus standard director RSUs/time-based vesting and DCP eligibility).

Year-over-year program mix signal:

• Shift toward equity: 2024 equity $157.5k → 2025 equity $200k; cash $112.5k → $100k, indicating stronger alignment with shareholders while modestly increasing total retainer to $300k.

Performance Compensation

• Directors do not receive performance-based equity or options; director equity is time-based RSUs with one-year vesting; no meeting fees disclosed.

Other Directorships & Interlocks

The Board conducts annual independence and related-party reviews; any ordinary-course dealings with entities affiliated with directors were determined not to impair independence. No Item 404 related-party transactions in 2024.

Expertise & Qualifications

• Deep R&D/innovation leadership across CPG, pharma, and biotech; current/previous CEO roles; strong international exposure; sustainability and human capital focus.
• Board skills context: The nominee matrix emphasizes innovation/R&D, consumer products, M&A/integration, human capital, sustainability, international markets, and prior CEO/public board experience across the slate.

Equity Ownership

Ownership alignment policies:

• Stock ownership guidelines: Directors must hold 5x annual cash retainer; 100% retention of net shares until guideline met. As of determination date, all named executives and directors (then-serving) were in compliance; separate note that one NEO received a temporary exception.
• Hedging/pledging prohibited; no short sales, derivatives, margin, or pledging of IFF stock by directors.

Governance Assessment

Strengths and positive signals:

• Independent director with domain expertise in science-driven innovation; expected chair of Innovation Committee aligns oversight with IFF’s R&D-centric strategy.
• Director pay mix shifts further toward equity in 2025, enhancing alignment; chair retainer structure is modest relative to peers.
• Strong structural safeguards: separate Chair/CEO; robust related-party review; prohibition on hedging/pledging; director ownership guideline at 5x retainer.
• Compensation governance: independent consultant (FW Cook); annual risk assessment; majority variable for executives; prior say-on-pay approval 94%—indicative of shareholder confidence in pay governance.

Watch items / potential risks:

• External commitments (Hevolution Foundation CEO; multiple national-level science bodies; two public boards) elevate time-commitment considerations—monitor attendance/engagement disclosures in future proxies.
• Ecosystem interlocks: Reckitt as an end-market participant could create perceived adjacency; however, IFF disclosed no related-party transactions and affirmed director independence. Continue to monitor for any disclosed commercial relationships.

Notes on undisclosed items:

• IFF has not yet disclosed Dr. Khan’s individual 2025 director grant detail, attendance record, or any Form 4 transactions as of the 2025 proxy; these should be monitored in subsequent filings.