Virginia Drosos
Director at IFF
Board
About Virginia Drosos
Virginia “Gina” Drosos, age 62, was appointed to IFF’s Board of Directors effective June 16, 2025, and is classified by the Board as an independent director under NYSE rules . She is the former CEO and director of Signet Jewelers (2017–Nov 2024), previously CEO of Assurex Health, and spent 25 years at Procter & Gamble culminating as Group President, Global Beauty, Skin, Cosmetics & Personal Care, bringing deep consumer, retail, innovation and transformation experience to IFF .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Signet Jewelers Ltd. (NYSE: SIG) | Chief Executive Officer; Director | Aug 2017 – Nov 2024 | Led transformation, expanded digital capabilities, enhanced customer experience |
| Assurex Health, Inc. | Chief Executive Officer | Prior to Signet (dates not specified) | Delivered significant revenue growth; executed strategic sale to Myriad Genetics |
| Procter & Gamble (NYSE: PG) | Group President, Global Beauty, Skin, Cosmetics & Personal Care; prior senior roles | 25 years | Drove innovation; built multi‑billion‑dollar brands; reinvented global categories |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Foot Locker, Inc. | Director | Current | — |
| United States Golf Association | Director | Current | — |
| American Financial Group, Inc. | Director | Prior | Served on Audit and Governance committees |
| Akron Children’s Hospital | Board member | Prior | — |
Board Governance
- Committee assignments: Audit Committee, Human Capital & Compensation Committee, and Innovation Committee (effective June 16, 2025) .
- Independence: Board determined Drosos is independent under NYSE rules and IFF’s independence requirements .
- Executive sessions: IFF’s non‑employee directors meet in executive session alongside regular Board/Committee meetings; Board held 8 meetings in 2024, with all incumbent directors meeting the 75% attendance guideline (Drosos joined in 2025) .
- Board leadership: Non‑Executive Chair structure; duties include presiding over Board and shareholder meetings, coordinating agendas, succession planning oversight, and executive session leadership .
- Related‑party oversight: Governance & Corporate Responsibility Committee reviews/approves related‑party transactions; none were identified for Drosos upon appointment; no transactions >$120,000 involving her since the beginning of IFF’s last fiscal year .
Fixed Compensation
| Component | Amount | Form | Notes |
|---|---|---|---|
| Annual Director Retainer (from 2025 Annual Meeting) | $300,000 | $100,000 cash; $200,000 RSUs | Approved Oct 2024 for service year starting at 2025 Annual Meeting; RSUs granted at annual meeting date pursuant to SAIP; directors eligible for off‑cycle grants for appointments . |
| Committee Chair Fees | $25,000 (Audit); $20,000 (HCCC); $15,000 (Governance); $15,000 (Innovation) | Cash | Chair fees only; no per‑meeting fees disclosed . |
| Deferred Compensation Plan | Elective deferral of cash and RSUs | Deferred share units | Directors may defer into DCP; settlement in stock per elections . |
| Matching Gift Program | Up to $10,000 matched | Cash | Annual cap per director . |
- Equity grant policy: Annual grants at shareholder meeting date; off‑cycle grants permitted at director appointments; RSUs generally vest one year and accelerate upon change in control .
- Hedging/pledging policy: Prohibits derivatives, short sales, hedging and pledging of IFF stock for directors and employees .
- Stock ownership guidelines: Directors must hold stock equal to 5x cash retainer; if below target, 100% of net shares from equity awards must be retained until guidelines are met .
Performance Compensation
- Directors do not receive performance‑conditioned equity; annual director RSUs are time‑based with one‑year vesting, and there are no option grants to directors disclosed in 2024–2025 .
- Ownership alignment metrics:
- Stock ownership guideline: 5x retainer; retention requirement 100% until compliant .
- Hedging/pledging prohibited, reinforcing alignment with long‑term shareholder outcomes .
Other Directorships & Interlocks
| Company/Institution | Potential Interlock/Industry Overlap | Notes |
|---|---|---|
| Foot Locker, Inc. | Consumer retail; limited direct overlap with IFF’s flavors/fragrances/ingredients | No related‑party transactions involving Drosos at appointment; Board affirmed independence . |
| USGA | Non‑profit sports governing body | Governance experience; no commercial overlap with IFF . |
| American Financial Group | Insurance/financial services | Prior audit/governance committee experience . |
Expertise & Qualifications
- Consumer/retail and brand building: Led Signet’s transformation; senior P&G leadership across global beauty categories .
- Innovation and operating excellence: Track record of “game‑changing innovation” and category reinvention; digital expansion and customer experience leadership .
- Governance and committee experience: Audit and Governance committee service at American Financial Group; adds financial oversight and compensation governance depth to IFF .
Equity Ownership
| Metric | Value | Source |
|---|---|---|
| Common Shares Beneficially Owned | 99 | Initial Form 3 filed June 20, 2025 . |
| Percent of Shares Outstanding | ~0.00004% (99 / 255,735,006) | Shares outstanding as of Mar 7, 2025: 255,735,006 ; ownership 99 shares . |
| Derivatives/Options | None reported | Form 3 shows no derivative holdings . |
| Pledged/Hedged Shares | Prohibited by policy | Hedging/pledging banned for directors . |
Governance Assessment
-
Positive signals:
- Multi‑committee placement (Audit, HCCC, Innovation) suggests high engagement and board confidence in her oversight across financial reporting, human capital, and R&D/innovation .
- Strong consumer and transformation background aligns with IFF’s customer‑centric and innovation strategy .
- Independence affirmed; no related‑party transactions tied to her appointment .
- Ownership alignment through strict stock ownership and anti‑hedging policies .
-
Potential risks/monitoring:
- New director integration: attendance/engagement metrics will be visible in the next proxy (not yet disclosed for 2025 mid‑year appointee) .
- External commitments: current Foot Locker/USGA roles; monitor for overboarding concerns if future additions arise (IFF guideline limits only apply to active CEOs of other public companies) .
Say‑On‑Pay & Shareholder Feedback
| Item (2025 Annual Meeting) | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Advisory vote on 2024 NEO compensation | 187,853,527 | 33,680,007 | 206,512 | 9,674,110 |
- Audit firm ratification (PwC): For 212,026,858; Against 19,312,560; Abstain 74,738 .
Director Compensation Structure Trends
- 2025 program increased annual retainer to $300,000 and Audit Chair fee to $25,000, positioning director pay within median of peer companies per FW Cook recommendations .
- No meeting fees; emphasis on fixed cash plus time‑based RSUs; participation in DCP for tax‑efficient alignment .
Related‑Party Transactions & Conflicts
- At appointment, Board disclosed no arrangements or transactions >$120,000 involving Drosos; Board maintains a formal policy requiring prior review/approval of related‑party transactions, with none reported in 2024 and continued monitoring .
Committee Assignments & Compensation Governance
- Human Capital & Compensation Committee charter covers CEO/NEO pay, peer benchmarking, risk assessment, clawback oversight, and director compensation recommendations; all members meet NYSE independence standards .
- Audit Committee charter covers financial reporting integrity, auditor oversight, internal controls, and compliance; members meet SEC/NYSE independence, with financial literacy requirements .
Insider Filings
| Filing | Date | Key Details |
|---|---|---|
| Form 3 (Initial) | Filed June 20, 2025; event date June 16, 2025 | 99 common shares; Director status indicated; no derivatives . |
Board & Shareholder Engagement Practices
- Regular shareholder engagement and Board‑level oversight of governance and sustainability; directors meet in executive sessions and follow formal evaluation processes .
RED FLAGS
- None disclosed specific to Drosos: independence affirmed; no related‑party transactions; hedging/pledging prohibited . Future proxy disclosures should confirm attendance and ownership guideline compliance as her tenure progresses.
Sources
- Appointment and committees: IFF 8‑K (Item 5.02) dated June 9, 2025; IFF press release June 9, 2025 .
- Initial beneficial ownership: SEC Form 3 (filed June 20, 2025) .
- Director compensation program; governance policies; ownership guidelines; hedging/pledging policy: IFF 2025 DEF 14A (Mar 18, 2025) .
- Shares outstanding reference: IFF 2025 DEF 14A (Securities Ownership table) .
- Board meetings and executive sessions: IFF 2025 DEF 14A .
- HCCC and Audit charters, independence: IFF 2025 DEF 14A .
- Say‑on‑pay and auditor ratification vote results: IFF 8‑K (Item 5.07) dated May 7, 2025 .