Richard Mulligan
Director at IFF
Board
About Richard Mulligan
Richard Mulligan, Ph.D., is an independent director at IFF appointed October 20, 2025; he is 71 years old and a renowned geneticist with deep biotech operating and investing experience, including as Mallinckrodt Professor of Genetics (emeritus) at Harvard Medical School and former Visiting Scientist at MIT’s Koch Institute . He holds a Ph.D. in Biochemistry from Stanford University School of Medicine and a B.S. from MIT, and his honors include the MacArthur Foundation “Genius” Prize, AACR’s Rhodes Memorial Award, the ASMB-Amgen Award, and the Nagai Foundation International Prize . He was named to IFF’s Innovation Committee upon appointment, and the Board determined he is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harvard Medical School | Mallinckrodt Professor of Genetics; Director, Harvard Gene Therapy Initiative; now Professor (Emeritus) | 1996–2013 (Prof/Director); Emeritus current | Led academic gene therapy initiative; globally recognized scientific leadership . |
| MIT – Koch Institute | Visiting Scientist | Mar 2017–Feb 2021 | Continued translational research engagement . |
| MIT / Whitehead Institute | Professor of Molecular Biology; Member, Whitehead Institute | Prior to 1996 | Early academic leadership in molecular biology . |
| Sarissa Capital Management LP | Founding Partner & Senior Managing Director | May 2013–Dec 2016 | Healthcare-focused activist investing/board engagement . |
| Icahn Capital LP | Portfolio Manager | Mar 2017–Oct 2018 | Public equities portfolio management; activist context . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sana Biotechnology, Inc. | Director; Vice Chairman since Apr 2022 | Nov 2018–present | Public biotech; board leadership role . |
| Bausch Health Companies Inc. | Director | 2022–present | Public pharmaceutical company . |
| Biogen Inc. | Director (former) | Jun 2009–Jun 2023 | Public biotech; long tenure through strategic cycles . |
Board Governance
- Committee assignments: Innovation Committee (appointed upon joining the Board) .
- Independence: Board determined he qualifies as an independent director under NYSE rules; no related party transactions >$120,000 since the beginning of the last fiscal year; appointment pursuant to the Icahn Cooperation Agreement as the mutually agreed independent director replacing Margarita Paláu‑Hernández .
- Board attendance policy and prior-year attendance: IFF’s Board held 11 meetings in 2023; all incumbent directors attended at least 75% of Board and committee meetings for periods in which they served; non‑employee directors meet in executive session in conjunction with regular meetings .
- Governance signals: Board composition continues to reflect an active Cooperation Agreement framework with the Icahn Group (replacement mechanics and committee participation constraints disclosed) .
Fixed Compensation
| Component | 2024–2025 Program | 2025–2026 Program | Notes |
|---|---|---|---|
| Annual director retainer (non‑employee) | $270,000 total: $112,500 cash (Nov); $157,500 in RSUs at 2024 AGM | $300,000 total: $100,000 cash (Nov 2025); $200,000 in RSUs at 2025 AGM | RSUs issued under 2021 A&R SAIP; vest one year from grant; CoC accelerated vesting . |
| Non‑Executive Chair retainer | $150,000 ($60,000 cash; $90,000 RSUs) | $200,000 ($66,667 cash; $133,333 RSUs) | — |
| Committee Chair retainers | Audit: $20,000; HCC: $20,000; G&CR: $15,000; Innovation: $15,000 | Audit: $25,000; others unchanged | — |
| Deferred Compensation Plan (DCP) | Eligible to defer cash and RSUs, subject to tax rules | Eligible | Several 2024 directors deferred amounts under DCP . |
| Matching Gift Program | Up to $10,000 annual match for eligible charities | Up to $10,000 | — |
Compensation mix signal: equity weighting increased from ~58% (157.5/270) to ~67% (200/300), enhancing pay‑for‑alignment for directors .
Performance Compensation
| Instrument | Grant mechanics | Vesting | 2024 Examples |
|---|---|---|---|
| RSUs (annual director grant) | Granted at AGM under 2021 A&R SAIP; retainer value converted to RSUs at closing price on grant date | 1‑year vest; accelerated on change in control | 1,875 RSUs per director on May 1, 2024 (FMV $83.99); pro‑rated 1,543 RSUs for director appointed June 2024 (FMV $93.14) . |
Note: IFF does not use performance‑conditioned equity for non‑employee directors; director equity is time‑vested RSUs, not PSU/option awards .
Other Directorships & Interlocks
| Company | Relationship to IFF | Potential Interlock/Conflict Commentary |
|---|---|---|
| Sana Biotechnology, Bausch Health | Different industries than IFF’s flavors/fragrances/ingredients core | 8‑K affirms no transactions >$120,000 involving Mulligan since beginning of last fiscal year; Board determined independence . |
| Biogen (former) | Former directorship | Historical role; no current related‑party exposure disclosed . |
Expertise & Qualifications
- Scientific and innovation depth: decades in genetics and gene therapy; MacArthur Fellow; multiple scientific awards .
- Public board leadership: biotech and pharma board experience; Vice Chair at Sana .
- Activist/strategic investing experience: Sarissa (founding partner) and Icahn Capital (portfolio manager), bringing investor perspective to board deliberations .
Equity Ownership
| Item | Detail |
|---|---|
| Initial beneficial ownership | Form 3 filed Oct 29, 2025 indicates “No securities are beneficially owned.” (at appointment) . |
| Stock ownership guidelines | Directors must hold stock equal to 5x the cash retainer; if not met, 100% of net shares from equity must be retained until compliance . |
| Program cash retainer baseline | Cash portion equals $112,500 (2024–2025) and $100,000 (2025–2026), implying guideline thresholds of ~$562,500 and ~$500,000 respectively . |
| Hedging/pledging | Prohibited: no derivatives/short sales/hedging; no margin or pledging IFF stock . |
| Deferred compensation | Eligible to defer cash and RSUs into DCP; settlement generally upon separation . |
Insider filings and trades
| Date | Form | Key disclosure |
|---|---|---|
| Oct 29, 2025 | Form 3 | Initial statement; zero beneficial ownership . |
Governance Assessment
-
Positives
- Independence affirmed; no related‑party transactions disclosed; placed on Innovation Committee, leveraging world‑class scientific expertise .
- Strong alignment mechanisms: increased equity weighting in director pay; strict anti‑hedging/pledging; robust 5x cash retainer ownership guideline with 100% retention until met .
- Broad public board experience and life‑sciences domain knowledge likely to enhance oversight of IFF’s Health & Biosciences innovation agenda .
-
Watch items / RED FLAGS
- Board composition influenced by ongoing Cooperation Agreement with the Icahn Group; Mulligan appointed as the mutually agreed independent director replacing a prior independent under the agreement—continue monitoring potential activist dynamics and committee assignments over time .
- Zero share ownership at appointment (common for new directors) increases reliance on guideline enforcement; track progress toward the 5x cash retainer ownership threshold .
-
Engagement and attendance
- While individual attendance figures for Mulligan are not yet disclosed, IFF emphasizes high attendance, executive sessions for independent directors, and active shareholder engagement in governance oversight .