01—Abstract
Summary
Summary of the 8-K filed October 22, 2025. Cited figures are marked; the original filing is the authoritative source.
International Flavors & Fragrances Inc. (IFF) reported in this Item 5.02 Current Report that two directors stepped down from its Board of Directors on October 20, 2025: Vincent Intrieri, the Icahn Designee, and Margarita Paláu-Hernández.
The filing states that neither departure resulted from any disagreement with the Company, its management or the Board. The changes were made under the Cooperation Agreement with the Icahn Group dated February 1, 2023. The Company announced on October 20, 2025 that Brett Icahn and Dr. Richard Mulligan were appointed to the Board, effective immediately.
Brett Icahn, 45, is an investor and portfolio manager at Icahn Capital and was named to the Audit Committee and Transaction Committee. Dr. Richard Mulligan, 71, replaces Ms. Paláu-Hernández as an independent director mutually acceptable to the Board and the Icahn Group, and was named to the Innovation Committee. The Board determined that both qualify as independent under New York Stock Exchange rules.
The filing states that both new directors will receive the non-employee director compensation arrangements described in the Company's 2024 Proxy Statement, filed March 18, 2025. The filing discloses no related-party transactions above $120,000a involving either director.
02—Key points
Key Highlights
- Vincent Intrieri stepped down from the Board on October 20, 2025 as the Icahn Designee; Brett Icahn was requested by Icahn Capital to replace him.
- Margarita Paláu-Hernández also stepped down from the Board on October 20, 2025, with no disagreement with the Company, management or the Board disclosed.
- Dr. Richard Mulligan was appointed as an independent director to replace Ms. Paláu-Hernández, mutually acceptable to the Board and the Icahn Group.
- Brett Icahn was appointed effective immediately and named to the Audit Committee and Transaction Committee.
- Dr. Richard Mulligan was appointed effective immediately and named to the Innovation Committee.
- Both new directors were determined by the Board to be independent under NYSE rules, and both will participate in the existing non-employee director compensation arrangements.
- The changes were made under the Cooperation Agreement with the Icahn Group dated February 1, 2023.
03—Questions
Frequently Asked Questions
Why did the Board composition change?
The changes were made under the previously disclosed Cooperation Agreement with the Icahn Group dated February 1, 2023. Icahn Capital requested that Brett Icahn replace Vincent Intrieri as the Icahn Designee, and Dr. Richard Mulligan replaced Ms. Paláu-Hernández as an independent director mutually acceptable to the Board and the Icahn Group.
Did the departing directors disagree with the Company?
No. Mr. Intrieri and Ms. Paláu-Hernández each advised the Company that their departures did not result from any disagreement with the Company, its management or the Board on any matter, including operations, policies or practices.
Who are the new directors and what committees will they serve on?
Brett Icahn, 45, is an investor and portfolio manager at Icahn Capital, a subsidiary of Icahn Enterprises, and was named to the Audit and Transaction Committees. Dr. Richard Mulligan, 71, is Mallinckrodt Professor of Genetics, Emeritus, at Harvard Medical School, and was named to the Innovation Committee.
Are the new directors considered independent, and do they have related-party interests?
The Board determined that both Mr. Icahn and Dr. Mulligan qualify as independent directors under New York Stock Exchange rules and the Company's Board independence requirements. The filing states there is no transaction above $120,000 since the start of the last fiscal year in which either director had a direct or indirect material interest.
How will the new directors be compensated?
Each will participate in the non-employee director compensation arrangements described in the Company's 2024 Proxy Statement, which was filed with the SEC on March 18, 2025.
04—Continue