01—Abstract
Summary
Summary of the 8-K filed May 30, 2024. Cited figures are marked; the original filing is the authoritative source.
International Flavors & Fragrances Inc. (IFF) announced on May 30, 2024 that Ms. Margarita Paláu-Hernández will be appointed to its Board of Directors to fill a vacancy, effective June 3, 2024.
She will serve on the Audit Committee and the Human Capital & Compensation Committee. Ms. Paláu-Hernández is the Founder and Chief Executive Officer of Hernández Ventures, a privately held enterprise involved in Spanish media, business and real estate ventures, and has held that role since November 1988. She was nominated in September 2018 to serve as a Representative of the United States to the Seventy-third Session of the United Nations General Assembly, with the personal rank of Ambassador.
She currently serves as a director of Conduent Incorporated and Apartment Income REIT Corp. Her appointment replaces Barry Bruno and is made under the Cooperation Agreement dated February 1, 2023 between the Company and the Icahn Group, which provides for nomination of a replacement independent director upon an independent director's resignation. The filing states that she will participate in the non-employee director compensation arrangements described in IFF's 2023 Proxy Statement, filed March 21, 2024.
02—Key points
Key Highlights
- Margarita Paláu-Hernández will join the IFF Board effective June 3, 2024, filling a vacancy.
- She will serve on the Audit Committee and the Human Capital & Compensation Committee.
- She replaces Barry Bruno, under the February 1, 2023 Cooperation Agreement with the Icahn Group.
- The filing states she is Founder and CEO of Hernández Ventures, a privately held firm, since November 1988.
- She was nominated in September 2018 as a U.S. Representative to the 73rd UN General Assembly, with the personal rank of Ambassador.
- She currently serves as a director of Conduent Incorporated and Apartment Income REIT Corp.
- She will receive non-employee director compensation as described in IFF's 2023 Proxy Statement filed March 21, 2024.
03—Questions
Frequently Asked Questions
Who is joining the IFF Board of Directors?
Ms. Margarita Paláu-Hernández, age 67, will be appointed to the Board effective June 3, 2024, to fill a vacancy.
Why is the board seat being filled, and who is being replaced?
The appointment replaces Barry Bruno under the Cooperation Agreement dated February 1, 2023 with the Icahn Group, which provides for nomination of a replacement independent director upon an independent director's resignation. The replacement is to be mutually acceptable to the Board and the Icahn Group.
What board committees will she serve on?
She will be named to the Board's Audit Committee and Human Capital & Compensation Committee.
What is her professional background?
She has been Founder and CEO of Hernández Ventures, a privately held enterprise in Spanish media, business and real estate ventures, since November 1988. She was an attorney at McCutcheon, Black, Verleger & Shea from 1985 to 1988 and was nominated in September 2018 as a U.S. Representative to the Seventy-third UN General Assembly with the personal rank of Ambassador.
Does she have any related-party transactions or other board roles disclosed?
The filing states there is no transaction exceeding $120,000 in which the Company was or is to be a participant and in which she had or will have a direct or indirect material interest since the beginning of IFF's last fiscal year. She currently serves as a director of Conduent Incorporated and Apartment Income REIT Corp.
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