Paul Fribourg
Director at IFF
Board
About Paul J. Fribourg
Paul J. Fribourg is an independent director of IFF, appointed July 30, 2025. He is Chairman and CEO of Continental Grain Company (Conti) and brings more than four decades of global leadership across agribusiness, food and investment sectors. He holds a B.A., magna cum laude, from Amherst College and completed the Advanced Management Program at Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Continental Grain Company | Chairman & Chief Executive Officer | 1997–present | Led transformation into a diversified global investment firm focused on food, agriculture and adjacencies . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Loews Corp. | Lead Independent Director, Director | 1997–present | Board leadership and oversight . |
| The Estée Lauder Companies Inc. | Director | 2006–present | Board oversight in prestige beauty . |
| Syngenta Group Co. Ltd. | Director | 2018–present | Board member at global ag tech company . |
| Wayne-Sanderson Farms LLC | Director | 2011–present | Board member at poultry producer . |
| Rabobank International North American Agribusiness Advisory Board | Member | — | Advisory role . |
| Council on Foreign Relations | Member | — | Member . |
| Temasek Americas Advisory Panel | Member | — | Advisory role . |
| International Business Leaders Advisory Council (Shanghai) | Member | — | Advisory role . |
Board Governance
- Status: Independent director under NYSE rules at appointment .
- Committee assignments: Appointed to a Transaction Committee (special board committee) at onboarding; IFF’s standing committees are Audit, Human Capital & Compensation, Governance & Corporate Responsibility, and Innovation .
- Attendance: Company disclosed all incumbent directors met ≥75% attendance in 2024; Fribourg joined in July 2025, so attendance data will be reported in the next proxy cycle .
- Independence framework: Board annually reviews relationships and affirmed all directors other than the CEO were independent; policy and process described in the proxy .
- Executive sessions: Independent directors meet in executive session during regular meetings .
Fixed Compensation (Director Program)
| Component | Amount | Form | Timing/Notes |
|---|---|---|---|
| Annual retainer (non‑employee directors) | $300,000 | $100,000 cash; $200,000 RSUs | Effective for service year starting at 2025 Annual Meeting; prior year $270,000 ($112.5k cash/$157.5k RSUs) . |
| Non‑Executive Chair retainer | $200,000 | $66,667 cash; $133,333 RSUs | Increased from $150,000 effective 2025 service year . |
| Committee chair fees | Audit Chair $25,000; HCCC $20,000; Governance $15,000; Innovation $15,000 | Cash | Audit Chair increased from $20,000 in 2025 service year . |
| Meeting fees | None disclosed | — | Program uses retainer + equity; travel reimbursed and $10k matching gifts eligible . |
| Vesting | Director RSUs vest in 1 year | Equity under 2021 A&R SAIP | Standard annual grant on annual meeting date; pro‑rata for mid‑year appointments . |
| Deferrals | Eligible to defer cash and RSUs | Deferred Compensation Plan | Per DCP; no above‑market earnings . |
Note: Fribourg’s pro‑rated 2025 director compensation will be disclosed in the next proxy; amounts above reflect the approved program structure .
Performance Compensation
- Not applicable for non‑employee directors (director RSUs are service‑based, not performance‑based) .
Other Directorships & Interlocks
- Public boards: Loews Corp. and Estée Lauder Companies .
- Private/other boards: Syngenta Group Co. Ltd.; Wayne‑Sanderson Farms LLC .
- Network note: IFF’s CEO, J. Erik Fyrwald, previously served as CEO of Syngenta; Fribourg serves on Syngenta Group’s board—this is a network linkage (not a related‑party transaction) .
Expertise & Qualifications
- Deep domain expertise in food, agriculture, and global investing; extensive board leadership (Loews lead independent director).
- Education: B.A. magna cum laude (Amherst); AMP (Harvard Business School) .
- IFF cited his “global market insight and operational excellence” as rationale for appointment .
Equity Ownership
- Beneficial ownership: Not yet disclosed for Fribourg (he joined July 2025; latest table as of March 7, 2025, does not include him) .
- Stock ownership guidelines: Directors must hold stock equal to 5x the cash retainer; 100% of net shares retained until guideline met .
- Hedging/pledging: Prohibited for directors (no short sales, hedging or pledging) .
- Equity grant mechanics: Annual RSUs granted on meeting date; one‑year vest; off‑cycle pro‑rata grants possible for appointments .
Fixed Compensation (Recent Director Benchmarks)
| Year | Standard Annual Retainer | Chair Retainer | Equity Vesting | Notes |
|---|---|---|---|---|
| 2024 service year | $270,000 ($112.5k cash/$157.5k RSUs) | $150,000 ($60k cash/$90k RSUs) | 1‑year | Baseline prior to 2025 increases . |
| 2025 service year | $300,000 ($100k cash/$200k RSUs) | $200,000 ($66.7k cash/$133.3k RSUs) | 1‑year | Aligns with market median per FW Cook . |
Governance Policies & Related‑Party Controls
- Related‑person transaction policy: Any transaction >$120,000 with directors, officers, ≥5% holders, or their immediate family requires prior review/approval by the Governance & Corporate Responsibility Committee; no such transactions disclosed for 2024 .
- Independence process: Board annually reviews and affirms independence per NYSE standards; all non‑CEO directors deemed independent .
- Share retention & equity grant policies: Documented and enforced; no timing grants around MNPI; RSU/PSU grant pricing conventions described .
Potential Conflicts or Red Flags (and Mitigants)
- Potential customer/supplier nexus: Fribourg’s external roles span food/beauty sectors (e.g., Estée Lauder, Wayne‑Sanderson) that could be IFF customers; IFF designated him independent at appointment and maintains a robust related‑party review policy requiring committee pre‑approval of any covered transactions .
- Multiple board seats: Holds significant external board roles; IFF’s Corporate Governance Guidelines oversee director commitments and independence .
- Hedging/pledging risk: Mitigated by policy prohibitions for directors .
No related‑person transactions were disclosed in IFF’s most recent proxies (pre‑appointment). Any 2025+ transactions involving Fribourg would be subject to the related‑party policy and disclosed in future filings .
Governance Assessment
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Strengths
- Sector‑relevant expertise (food/agriculture supply chains and portfolio governance) complements IFF’s end‑markets .
- Independence affirmed at appointment; joins during a period of portfolio reshaping and capital discipline—experience likely additive to Transaction Committee oversight .
- Strong director ownership and anti‑hedging/pledging policies support alignment .
-
Watch‑items
- External board load and potential sector overlaps warrant standard ongoing independence and related‑party monitoring (as per IFF policy) .
- Attendance and ownership compliance for Fribourg will be assessable in the next proxy (post‑appointment) .