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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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(b) and (c)
Appointment of New Chief Financial
Officer
On October 11, 2016, International Flavors & Fragrances Inc. (the “Company”) issued a press release announcing the
appointment of Richard A. O’Leary as Executive Vice President and Chief Financial Officer, effective immediately, and that Alison A. Cornell, the former Executive Vice President and Chief Financial Officer, has left the Company to pursue other
opportunities.
Mr. O’Leary, 56, joined the Company in 2007 and most recently served as the Company’s Senior Vice President, Controller and
Chief Accounting Officer since July 2015. Previously, Mr. O’Leary served as the Company’s Interim Chief Financial Officer from November 2014 to July 2015; Vice President and Corporate Controller from May 2009 to November 2014; Interim
Chief Financial Officer from July 2008 to May 2009; and Vice President, Corporate Development from July 2007 to May 2009. Prior to joining the Company, Mr. O’Leary held several international and U.S. finance management positions with
increasing responsibility during his more than 20 years with International Paper Company. Prior to International Paper, Mr. O’Leary was with Arthur Young & Co.
In connection with his appointment, Mr. O’Leary will receive an annual base salary of $500,000 and a special retention restricted stock unit grant
with a value of $1 million that will vest on the fourth anniversary of the date of grant. Mr. O’Leary will continue to be eligible for an annual incentive plan (“AIP”) bonus in 2016, with a prorated increase in target to 80% of
his base salary effective as of his appointment date, and will remain eligible to participate in the Company’s long-term incentive program (“LTIP”), with a target annual LTIP value of $500,000 beginning with the 2017 LTIP cycle. In
addition, Mr. O’Leary will continue to be eligible to participate in the Company’s Equity Choice Plan with a target award of $500,000 for 2017.
There is no arrangement or understanding between Mr. O’Leary and any other person pursuant to which Mr. O’Leary has been appointed as
Executive Vice President and Chief Financial Officer. There are no family relationships between Mr. O’Leary and any of the Company’s directors or executive officers, and Mr. O’Leary is not a party to any transaction, or any
proposed transaction, required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Separation Agreement with Former Chief Financial
Officer
In connection with her separation from the Company, the Company and Ms. Cornell entered into a Separation Agreement and General Release
(the “Separation Agreement”) that specifies the terms of her departure from the Company and the benefits she is eligible to receive under the Company’s Amended and Restated Executive Severance Policy. Subject to her compliance with
the post-separation covenants set forth in the Separation Agreement, Ms. Cornell will receive (i) a severance payment of $1,364,160, less applicable withholdings, payable in regular installments over 18 months following her separation,
(ii) a prorated portion of her AIP award for 2016, calculated and paid in accordance with the AIP and based on the achievement of the pre-established performance goals applicable to the 2016 AIP, (iii) a prorated portion of her LTIP awards
for the LTIP award cycles in progress, payable when such amounts otherwise become payable, (iv) a prorated portion of her 2015 and 2016 Equity Choice Plan awards, payable on the vesting date of such awards, and (v) continuation of medical,
dental, disability and life insurance coverage for 18 months following her separation or until she obtains new employment providing similar benefits. In addition, under the Separation Agreement, Ms. Cornell provided a general waiver and release
of claims against the Company and is subject to certain restrictive covenants, including confidentiality, non-competition, non-solicitation and non-disparagement.