DEF 14A of International Flavors & Fragrances Inc, Mar 21, 2024

DEF 14A of International Flavors & Fragrances Inc

Filed Mar 21, 2024 · FY20230001140361-24-014498

Open on EDGAR

  1. Director Nominees

    Director Nominees

  2. Director Nominees

    | | | | | | Committee Membership | | | | | Name and Primary Occupation | | Joined | Age | Indep. | Audit | Human Capital & Comp. | Gov. & Corp. Resp. | Innovation | | Kathryn J. Boor Dean of the Graduate School and Vice Provost for Graduate Education Cornell University | | 2021 | 65 | | | | | | | Mark J. Costa Chairman and Chief Executive Officer Eastman Chemical Company | | 2023 | 58 | | | | | | | Carol Anthony (John) Davidson Former Senior Vice President, Controller & Chief Accounting Officer Tyco International | | 2021 | 68 | | | | | | | Roger W. Ferguson, Jr. Chair of the Board, IFF Former President and CEO, TIAA | | 2010 | 72 | | | | | | | John F. Ferraro Former Global Chief Operations Officer Ernst & Young | | 2015 | 68 | | | | | | | J. Erik Fyrwald Chief Executive Officer IFF | | 2024 | 64 | | | | | | | Christina Gold Former Chief Executive Officer The Western Union Company | | 2013 | 76 | | | | | | | Gary Hu Portfolio Manager Icahn Capital LP | | 2023 | 36 | | | | | | | Kevin O’Byrne Former Chief Financial Officer and Director J Sainsbury plc | | 2023 | 59 | | | | | | | Dawn C. Willoughby Former Executive Vice President and Chief Operating Officer The Clorox Company | | 2023 | 54 | | | | | |

  3. Director Nominees

    | | = | Committee Chair | | = | Financial Expert |

  4. Director Nominees

    | IFF | 2024 PROXY STATEMENT | iii |

  5. Our Board

    Our Board Upon the recommendation of the Governance & Corporate Responsibility Committee, our Board of Directors (“Board”) has nominated the ten directors, as shown below, for election at the 2024 Annual Meeting, each for a one-year term that expires at the 2025 Annual Meeting:

  6. Our Board

    | Roger W. Ferguson, Jr. (Chair) | | | Kathryn J. Boor | Christina Gold | | Mark J. Costa | Gary Hu | | Carol Anthony (John) Davidson | Kevin O’Byrne | | John F. Ferraro | Dawn C. Willoughby | | J. Erik Fyrwald | |

  7. Our Board

    Each director will serve until the next annual meeting of shareholders and until a successor is elected and qualified, or until his or her earlier resignation, removal or death. If any of our Board’s nominees for director becomes unavailable to serve before the 2024 Annual Meeting, our Board may decrease the number of directors to be elected or designate a substitute nominee for that vacancy.

  8. Director Nominee Experience, Qualifications, Diversity and Tenure

    Director Nominee Experience, Qualifications, Diversity and Tenure

  9. Nominees for Director

    Nominees for Director

  10. Kathryn J. Boor

    Kathryn J. Boor

  11. Kathryn J. Boor

    | Director Since: 2021 Committees: • Innovation (Chair) • Governance & Corporate Responsibility Age: 65 | Business Experience Ms. Boor is the Dean of the Graduate School and Vice Provost for Graduate Education at Cornell University. Prior to appointment to her current role on October 1, 2020, Ms. Boor served as the Ronald P. Lynch Dean of the College of Agriculture and Life Sciences at Cornell University since 2010. Education Ms. Boor earned a B.S. in Food Science from Cornell University, an M.S. in Food Science from the University of Wisconsin and a Ph.D. in Microbiology from the University of California, Davis. Qualifications Ms. Boor brings to the Board extensive knowledge of food and beverage science, including expertise in molecular biology, food safety and quality. Until assuming her current role in October 2020, Ms. Boor was responsible for developing and implementing the strategic direction of Cornell’s College of Agriculture and Life Science and made important contributions in food and beverage research. | Public Board Memberships • Seneca Foods Corporation, a food processing company • Sarepta Therapeutics, Inc., a biopharmaceutical company that develops drugs to treat life-threatening diseases Additional Accomplishments and Memberships • Director, US-Israel Binational Agricultural Research and Development Fund • USAID Feed the Future, Chair, Food Safety Innovation Lab Advisory Committee |

  12. Kathryn J. Boor

    | 6 | IFF | 2024 PROXY STATEMENT |

  13. Kathryn J. Boor

    | Director Since: 2023 Committees: • Audit • Human Capital & Compensation Age: 58 | Business Experience Mr. Costa has been Chief Executive Officer and Chair of the Board of Directors of Eastman Chemical Company since 2014. Since joining Eastman in 2006, he has held a number of executive positions and has been instrumental in developing the strategies, strengthening the capabilities, and building a growth and outcome-oriented culture that have led to the Company’s innovative growth. In 2006, Mr. Costa joined Eastman’s executive team as Chief Marketing Officer and leader of corporate strategy and business development. He was named Executive Vice President and assumed profit and loss responsibilities for the Specialty Plastics and Performance Polymers businesses in addition to his prior responsibilities in 2008. The following year, his role was expanded to lead the specialty products businesses. During this time, he also served as Chief Marketing Officer and had executive responsibility for global integrated supply chain and Eastman’s global innovation and sustainability initiatives. In 2013, Mr. Costa was appointed President of Eastman and served in that position until he became Chief Executive Officer. Before joining Eastman, Mr. Costa was a senior partner with Monitor Group, a global management consulting firm. He played a crucial role in developing Monitor’s techniques in corporate transformations and portfolio management and designing client business and marketing capability building programs. Education Mr. Costa earned his Bachelor of Science Degree in Economics from University of California, Berkeley and his MBA from Harvard Business School. Qualifications Through serving in a number of executive positions at Eastman and being instrumental in developing Eastman’s growth strategies for its businesses, Mr. Costa’s unique knowledge of the opportunities and challenges associated with Eastman, as well as of the chemical industry and various market participants, makes him uniquely qualified to lead and advise the Board of Directors. | Public Board Memberships • Eastman Chemical Company, a chemical company Additional Accomplishments and Memberships • Recipient of International Palladium Medal by the Société de Chimie Industrielle (2022) • Executive Committee Member of American Chemistry Council • FOSSI Advisory Board • Member of Business Council • Member of Business Roundtable • Member of Society of Chemical Industry |

  14. Kathryn J. Boor

    | IFF | 2024 PROXY STATEMENT | 7 |

  15. Carol Anthony (John) Davidson

    Carol Anthony (John) Davidson

  16. Carol Anthony (John) Davidson

    | Director Since: 2021 Committees: • Audit (Chair) Age: 68 | Business Experience Mr. Davidson served as Senior Vice President, Controller and Chief Accounting Officer of Tyco International from January 2004 to September 2012. In that role, he led financial reporting, internal controls and accounting policies and processes. Mr. Davidson was a member of Tyco’s senior leadership team that established financial integrity, operational excellence and strong ethical practices across Tyco’s global operations. Prior to Tyco, Mr. Davidson was Vice President of audit, risk and compliance for Dell Computer Corporation where he served in several executive roles, including Chief Compliance Officer, Vice President and Corporate Controller and Vice President of Internal Audit. Earlier in his career, he spent 16 years with Eastman Kodak Company where he led the internal audit function and previously served in various accounting and financial leadership roles. Mr. Davidson began his career in public accounting at Arthur Andersen & Co. Education Mr. Davidson earned his Bachelor of Science in Accounting from St. John Fisher College and his MBA in the Executive Development Program at University of Rochester. Qualifications Mr. Davidson brings to the Board years of experience overseeing financial reporting, internal controls and developing accounting policies for public companies. He is a Certified Public Accountant with extensive leadership experience across multiple industries. Mr. Davidson also earned the NACD CERT Certificate in Cybersecurity Oversight. | Public Board Memberships • TE Connectivity, an engineering, design and manufacturer of sensors and electrical connectivity solutions • FMC Corporation, an agricultural sciences company Additional Accomplishments and Memberships • Former Trustee of University of Rochester • Former Member of the Board of Governors of the Financial Industry Regulatory Authority • Former Trustee of the Financial Accounting Foundation • Inducted into the Financial Executives International Hall of Fame in 2016 |

  17. Carol Anthony (John) Davidson

    | 8 | IFF | 2024 PROXY STATEMENT |

  18. Carol Anthony (John) Davidson

    Roger W. Ferguson, Jr.

  19. Carol Anthony (John) Davidson

    | Director Since: 2010 Committees: • Governance & Corporate Responsibility Age: 72 | Business Experience Mr. Ferguson served as President and Chief Executive Officer of TIAA (formerly TIAA-CREF) between 2008 and 2021. Prior to joining TIAA, Mr. Ferguson served as Chairman of Swiss Re America Holding Corporation, a global insurance company, from 2006 to 2008. Mr. Ferguson served as Vice Chairman of the Board of Governors of the U.S. Federal Reserve System from 1999 to 2006. He represented the Federal Reserve on several international policy groups and served on key Federal Reserve System committees, including Payment System Oversight, Reserve Bank Operations and Supervision and Regulation. In addition, Mr. Ferguson led the Fed’s initial response on 9/11. From 1984 to 1997, Mr. Ferguson was an associate and partner at McKinsey & Company. Mr. Ferguson became the Steven A. Tananbaum Distinguished Fellow at the Council on Foreign Relations during 2021. Education Mr. Ferguson received his Bachelor of Arts in Economics, Magna Cum Laude. He also earned his J.D., Cum Laude and a Ph.D. in Economics all from Harvard University. Qualifications Mr. Ferguson brings to our Board his sound business judgment, extensive knowledge of the financial services industry and regulatory experience. We benefit from Mr. Ferguson’s service as Chief Executive Officer of TIAA and his experience as a member of other public company boards, which provides him an enhanced perspective on issues applicable to our company. | Public Board Memberships • Alphabet Inc., the parent holding company of Google Inc. • Corning Incorporated, a leading innovator in materials science • General Mills, a manufacturer and marketer of branded consumer foods, from 2015 to 2021 Additional Accomplishments and Memberships • Board member of a number of charitable and non-governmental organizations, including the Institute for Advanced Study, Memorial Sloan Kettering Cancer Center, Smithsonian Institution and The Aspen Institute • Member of the Economic Club of New York • Member of the Council on Foreign Relations • Member of the Group of Thirty • Fellow of the American Academy of Arts and Sciences and Co-Chair of the Academy’s Commission on the Future of Undergraduate Education • Fellow of the American Philosophical Society • Former Chairman of The Conference Board • Previous Chairman and Executive Committee Member of the Business-Higher Education Forum • Recipient of Harvard Medal by the Harvard Alumni Association for service to Harvard in 2016 • Recipient of Harvard Centennial Medal in 2019 |

  20. Carol Anthony (John) Davidson

    | IFF | 2024 PROXY STATEMENT | 9 |

  21. John F. Ferraro

    John F. Ferraro

  22. John F. Ferraro

    | Director Since: 2015 Committees: • Human Capital & Compensation (Chair) Age: 68 | Business Experience Mr. Ferraro was the Global Chief Operating Officer of Ernst & Young, a leading professional services firm, from 2007 to January 2015. In that role, he was responsible for the overall operations and services of Ernst & Young worldwide. Prior to the Global Chief Operating Officer role, Mr. Ferraro served in several leadership positions, including as Global Vice Chair of Audit and as the senior advisory partner on some of the firm’s largest accounts. Mr. Ferraro began his career with Ernst & Young Milwaukee in 1976 and has served a variety of global companies. He has worked in Europe (London and Rome), throughout the Midwest (Chicago, Cleveland and Kansas City) and New York. Mr. Ferraro was the Executive Vice President, Strategy and Sales of Aquilon Energy Services, a software company for the energy industry, from February 2019 to July 2019. Education Mr. Ferraro earned his Bachelor of Science in Business Administration from Marquette University. Qualifications Mr. Ferraro brings to our Board his extensive executive, auditing and accounting experience working with large and global corporations. We benefit from his extensive understanding of global business operations, markets and risks. He also brings his cybersecurity experience based on his past employment position where he supervised the chief information officer and was involved in the development of the company’s cyber practice. | Public Board Memberships • Advance Auto Parts, Inc., an automotive aftermarket parts provider • ManpowerGroup Inc., a global workforce solution and service provider Additional Accomplishments and Memberships • Member of the Global Executive Board of Ernst & Young from 2001-2002 and 2004-2014 • Founded the Audit Committee Leadership Network in 2003 • Former Chair of the Board of Trustees of Boston College High School • Former Chair of the Board of Trustees of Marquette University • Practiced as a CPA and is a member of the American Institute of Certified Public Accountants |

  23. John F. Ferraro

    | 10 | IFF | 2024 PROXY STATEMENT |

  24. J. Erik Fyrwald

    J. Erik Fyrwald

  25. J. Erik Fyrwald

    | Director Since: 2024 Committees: • Innovation Age: 64 | Business Experience Mr. Fyrwald has served as our Chief Executive Officer and a member of our Board of Directors since February 6, 2024. He joined us from Syngenta, where he served as Chief Executive Officer since 2016. Prior to his role at Syngenta, Mr. Fyrwald served as Chief Executive Officer of Univar Solutions from May 2012 until May 2016, Chairman and Chief Executive Officer of Nalco from 2008 until 2011, when Nalco merged with Ecolab Inc. Following the merger, he served as President of Ecolab. Mr. Fyrwald began his career at DuPont starting in 1981. During his 27-years at DuPont, Mr. Fyrwald held a number of positions, including Group Vice President of the Agriculture and Nutrition Division at E.I. du Pont de Nemours and Company and Vice President and General Manager of DuPont’s Nutrition and Health Business. Education Mr. Fyrwald attended the University of Delaware, where he received a bachelor of science in chemical engineering in 1981. He also completed the Advanced Management Program at Harvard Business School in 1998. Qualifications Mr. Fyrwald has more than four decades of executive and operational experience driving innovation and profitable, sustainable growth at leading corporations in the nutrition, agriculture and chemicals industries. | Public Board Memberships • Eli Lilly Company Additional Accomplishments and Memberships • Board Member of Syngenta Group • Former Chair for Crop Life International • Former Chair for Nalco • Former Board Member of Bunge • Former Board Member of Syngenta Foundation • Former Board Member of Swiss-American Chamber of Commerce • Former Board Member of UN World Food Program Farm to Market Alliance |

  26. J. Erik Fyrwald

    | IFF | 2024 PROXY STATEMENT | 11 |

  27. Christina Gold

    Christina Gold

  28. Christina Gold

    | Director Since: 2013 Committees: • Governance & Corporate Responsibility (Chair) • Human Capital & Compensation Age: 76 | Business Experience From September 2006 until September 2010, Ms. Gold was Chief Executive Officer, President and a director of The Western Union Company, a leader in global money movement and payment services. She was President of Western Union Financial Services, Inc. and Senior Executive Vice President of First Data Corporation, former parent company of The Western Union Company and provider of electronic commerce and payment solutions, from May 2002 to September 2006. Prior to that, Ms. Gold served as Vice Chairman and Chief Executive Officer of Excel Communications, Inc., a former telecommunications and e-commerce services provider, from October 1999 to May 2002. From 1998 to 1999, Ms. Gold served as President and CEO of Beaconsfield Group, Inc., a direct selling advisory firm that she founded. Prior to founding Beaconsfield Group, Ms. Gold spent 28 years (from 1970 to 1998) with Avon Products, Inc., a leading global beauty company, in a variety of positions, including as Executive Vice President, Global Direct Selling Development, Senior Vice President and later President of Avon North America, and Senior Vice President & CEO of Avon Canada. Education Ms. Gold earned her Bachelor of Arts degree from Carleton University in Geography and Economics. Qualifications Ms. Gold brings a number of valuable characteristics to our Board, including her extensive international and domestic business experience, her familiarity with the Company’s customer base, her financial expertise and her prior experience as a Chief Executive Officer. | Public Board Memberships • Korn/Ferry International, a leadership and talent management organization, from 2014 to 2022 • ITT Corporation, a manufacturer of highly engineered components and technology solutions for industrial markets, from 1997 to 2020 • Exelis, Inc., a diversified, global aerospace, defense and information solutions company, from 2011 to 2013 Additional Accomplishments and Memberships • Board of New York Life Insurance, a private mutual life insurance company, from 2001 to 2020 • Board of Safe Water Network, a non-profit organization working to develop locally owned, sustainable solutions to provide safe drinking water • Board of Governors of Carleton University in Ottawa, Canada, from 2015 to 2021 |

  29. Christina Gold

    | 12 | IFF | 2024 PROXY STATEMENT |

  30. Gary Hu

    Gary Hu

  31. Gary Hu

    | Director Since: 2023 Committees: • Audit • Innovation Age: 36 | Business Experience Since October 2020, Mr. Hu has served as Portfolio Manager of Icahn Capital LP, a subsidiary of Icahn Enterprises L.P., a diversified holding company engaged in a variety of businesses including investment, energy, automotive, food packaging, real estate, home fashion and pharma. Prior to joining Icahn Capital LP, he spent eight years as an analyst at Silver Point Capital, a credit and special situations focused investments firm. Mr. Hu started his career in 2010 as an analyst at Stockbridge Investors, the public equities affiliate of Berkshire Partners. Education Mr. Hu received his Bachelor of Science Degree, Summa Cum Laude, in Finance and Accounting from Wharton School of the University of Pennsylvania and his Bachelor of Science Degree, Summa Cum Laude, in Computer Science from the University of Pennsylvania. Qualifications Mr. Hu’s qualifications include his significant public company board experience, experience in M&A, investor engagement and complex financial matters, and significant experience investing in consumer-focused industries. | Public Board Memberships • Dana Inc., a manufacturer of drive-line and electrodynamic components for automotive, commercial vehicle and off- highway applications • Bausch & Lomb Corporation, a manufacturer of vision care and consumer health products, ophthalmic pharmaceuticals and ophthalmic surgical devices and instruments Additional Accomplishments and Memberships • Former Board Member of the Newell Brands Inc. • Former Board Member of the Occidental Petroleum Corporation • Former Board Member of the Cloudera, Inc. |

  32. Gary Hu

    | IFF | 2024 PROXY STATEMENT | 13 |

  33. Kevin O’Byrne

    Kevin O’Byrne

  34. Kevin O’Byrne

    | Director Since: 2023 Committees: • Audit • Innovation Mr. O’Byrne is expected to join the Governance & Corporate Responsibility Committee (Chair) following the 2024 Annual Meeting. Age: 59 | Business Experience Mr. O’Byrne served as Chief Financial Officer and Director of J Sainsbury plc, the second largest retailer in the United Kingdom, from 2017 until March 2023. He was previously Chief Executive Officer of Poundland Group Limited until December 2016 and held executive roles at Kingfisher plc from 2008 to 2015, including Divisional CEO/Chair UK, China and Turkey, Chief Executive Officer of B&Q UK & Ireland and Group Finance Director. Prior to this, Mr. O’Byrne was Group Finance Director of Dixons Retail plc and European Finance Director of Quaker Oats. Education Mr. O’Byrne holds a Bachelor of Arts degree in Business Studies from Trinity College Dublin and he has been a Fellow of the Institute of Chartered Accountants in England & Wales since 1990. Qualifications Mr. O’Byrne is a skilled Chief Financial Officer with extensive board, international and finance experience gained during previous executive and non-executive positions. He applied this knowledge to the Finance, Internal Audit, Investor Relations, Property, Procurement and Strategy functions at Sainsbury’s, driving the performance of the business. He was the Operating Board Sponsor for the LGBT+ inclusion stream within Sainsbury’s. | Public Board Memberships • Centrica plc, an energy and services company • J Sainsbury plc, the second largest retailer in the United Kingdom from 2017 to 2023 Additional Accomplishments and Memberships • Former Non-Executive Director, Chairman of the Audit Committee and Senior Independent Director of Land Securities Group plc from 2008 to 2017 |

  35. Kevin O’Byrne

    | 14 | IFF | 2024 PROXY STATEMENT |

  36. Dawn C. Willoughby

    Dawn C. Willoughby

  37. Dawn C. Willoughby

    | Diretor Since: 2023 Committees: • Human Capital & Compensation • Governance & Corporate Responsibility Age: 54 | Business Experience Ms. Willoughby served as the Executive Vice President and Chief Operating Officer of The Clorox Company, a manufacturer and marketer of consumer and professional products, from 2014 until 2019. She also served as the company’s Senior Vice President and General Manager, Clorox Cleaning Division; Vice President and General Manager, Home Care Products; and Vice President and General Manager, Glad Products, along with several other positions since she was initially hired in 2001. Prior to her career at The Clorox Company, Ms. Willoughby spent nine years with The Procter & Gamble Company, where she held several positions in sales management. Education Ms. Willoughby holds a Bachelor’s degree in Sports Management from the University of Minnesota and a Master’s degree in Business Administration from the University of California, Los Angeles Anderson School of Business. Qualifications Through serving in a number of executive positions at the Clorox Company and her deep understanding for the unique needs and expectations of our Company’s customers and partners, Ms. Willoughby will be valuable to our Board and management team. | Public Board Memberships • J.M. Smucker Company, a manufacturer and marketer of branded food and beverage products • TE Connectivity, an engineering, design and manufacturer of sensors and electrical connectivity solutions Additional Accomplishments and Memberships • Former Chair for Alameda County Community Food Bank • Former Board Member of the American Cleaning Institute • Former Member of the Grocery Manufacturers Association’s Industry Affairs Council • Named one of the most influential women in the Bay Area by the San Francisco Business Times (May 2013) |

  38. Dawn C. Willoughby

    | IFF | 2024 PROXY STATEMENT | 15 |

  39. Dawn C. Willoughby

    | Corporate Governance |

  40. Director Compensation Program

    Director Compensation Program

  41. Annual Director Cash and Equity Compensation

    Annual Director Cash and Equity Compensation Under our non-employee director compensation program, for the service year from the 2023 Annual Meeting of Shareholders (the “2023 Annual Meeting”) to the 2024 Annual Meeting, each non-employee director received an annual retainer of $270,000, of which $112,500 was paid in cash in November and $157,500 was paid in RSUs issued under our 2021 Stock Award and Incentive Plan (“2021 SAIP”) on the date of the 2023 Annual Meeting. These RSUs vest one year from the grant date and are subject to accelerated vesting upon a change in control. The 1,671 RSUs granted to each director on the date of the 2023 Annual Meeting were calculated using the closing market price of our common stock on the grant date. Any director who is an employee of our Company does not receive any additional compensation for his or her service as a director.

  42. 2023 Directors’ Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3)(4) | All Other Compensation ($)(5) | Total ($) | | Kathryn J. Boor | 127,500 | 157,525 | — | 285,025 | | Barry A. Bruno | 112,500 | 157,525 | — | 270,025 | | Mark J. Costa | 150,411 | 210,648 | — | 361,059 | | Carol Anthony (John) Davidson | 132,500 | 157,525 | — | 290,025 | | Roger W. Ferguson, Jr. | 172,500 | 247,459 | — | 419,959 | | John F. Ferraro | 132,500 | 157,525 | 10,000 | 300,025 | | Christina Gold | 127,500 | 157,525 | 10,000 | 295,025 | | Gary Hu | 140,856 | 197,297 | — | 338,153 | | Kevin O’Byrne | 129,452 | 181,262 | 10,000 | 320,714 | | Dawn C. Willoughby | 140,856 | 197,297 | 10,000 | 348,153 |

  43. 2023 Directors’ Compensation

    | (2) The amounts in this column represent the aggregate grant date fair value of equity awards granted during the fiscal year ended December 31, 2023, computed in accordance with FASB ASC Topic 718. Details on and assumptions used in calculating the grant date fair value of RSUs may be found in Note 13 to our audited financial statements for the year ended December 31, 2023 included in our Annual Report on Form 10-K filed with the SEC on February 28, 2024. |

  44. 2023 Directors’ Compensation

    | (3) Each director received a grant on May 3, 2023 of 1,671 RSUs (FMV of $94.27) under our 2021 SAIP. None of our directors forfeited any RSUs or shares of deferred stock during 2023. Mr. Costa who joined the Board in January 2023, received a pro-rata grant on February 1, 2023 of 468 RSUs (FMV $113.51) for his 2022-2023 Board Service Year in addition to his 2023-2024 retainer. Mr. Hu and Ms. Willoughby who joined the Board in February 2023, received a pro-rata grant on March 1, 2023 of 434 RSUs (FMV $91.64) for their 2022-2023 Board Service Year in addition to their 2023-2024 retainer. Mr. O’Byrne who joined the Board in March 2023, received a pro-rata grant on April 3, 2023 of 262 RSUs (FMV $90.60) for his 2022-2023 Board Service Year in addition to his 2023-2024 retainer. |

  45. 2023 Directors’ Compensation

    | IFF | 2024 PROXY STATEMENT | 35 |

  46. Directors’ Compensation

    | (4) As of December 31, 2023, the following directors held the number of unvested RSUs and shares of deferred common stock indicated in the table below. |

  47. Directors’ Compensation

    | Director | RSUs | Deferred Stock | | Kathryn J. Boor | 1,671 | 2,423 | | Barry A. Bruno | 1,671 | — | | Mark J. Costa | 1,671 | — | | Carol Anthony (John) Davidson | 1,671 | 2,423 | | Roger W. Ferguson, Jr. | 2,625 | 18,433 | | John F. Ferraro | 1,671 | 8,928 | | Christina Gold | 1,671 | 1,560 | | Gary Hu | 1,671 | — | | Kevin O’Byrne | 1,671 | — | | Dawn C. Willoughby | 1,671 | — |

  48. Directors and Executive Officers

    Directors and Executive Officers The following table sets forth certain information regarding the beneficial ownership of our common stock as of March 6, 2024, by each current director, each director nominee, the persons named in the Summary Compensation Table in this proxy statement and all current directors and executive officers as a group. To our knowledge, except as otherwise indicated, beneficial ownership includes sole voting and dispositive power with respect to all shares.

  49. Directors and Executive Officers

    | Name of Director (Current and Former) / Officer | Shares of Common Stock Beneficially Owned (1)(2) | Percent of Class** | | Yuvraj Arora | 11,538 (3) | * | | Kathryn J. Boor | 4,373 (4) | * | | Barry A. Bruno | 3,205 (5) | * | | Mark J. Costa | 2,139 (6) | * | | Frank K. Clyburn, Jr. | 13,515 (7) | * | | Carol Anthony (John) Davidson | 4,373 (8) | * | | Roger W. Ferguson, Jr. | 21,244 (9) | * | | John F. Ferraro | 10,689 (10) | * | | Christina Gold | 12,416 (11) | * | | Simon Herriott | 30,631 (12) | * | | Gary Hu | 2,105 (13) | * | | Jennifer Johnson | 25,076 (14) | * | | Kevin O’Byrne | 1,933 (15) | * | | Glenn Richter | 21,889 (16) | * | | Dawn C. Willoughby | 2,105 (17) | * | | All Directors and Executive Officers as a Group (22 persons) | 241,107 (18) | * |

  50. Directors and Executive Officers

    | * Less than 1%. |

  51. Directors and Executive Officers

    | ** Based on 255,318,961 shares of common stock outstanding as of March 6, 2024. |

  52. Directors and Executive Officers

    | (1) This column includes shares held by our executive officers in our 401(k) Retirement Investment Fund Plan. |

  53. Directors and Executive Officers

    | (2) In determining the number and percentage of shares beneficially owned by each person, shares that may be acquired by such person within 60 days after March 6, 2024 are deemed outstanding for purposes of determining the total number of outstanding shares for such person and are not deemed outstanding for such purpose for all other shareholders. Certain stock equivalent units held in the IFF Stock Fund under our DCP are premium stock equivalent units paid to executive officers that are subject to vesting and may be forfeited if the executive officer’s employment is terminated. To our knowledge, except as otherwise indicated, beneficial ownership includes sole voting and dispositive power with respect to all shares. |

  54. Directors and Executive Officers

    | (3) Includes 11,538 restricted stock units that will vest within 60 days after March 6, 2024. |

  55. Directors and Executive Officers

    | (4) Includes 2,447 stock equivalent units held in the IFF Stock Fund under the DCP and 1,671 restricted stock units that will vest within 60 days after March 6, 2024, rounded to the nearest whole share. |

  56. Directors and Executive Officers

    | IFF | 2024 PROXY STATEMENT | 37 |

  57. Reference Guide to our CD&A

    | Section | Page | | Restricted Stock Units | 61 | | Indirect Compensation | 62 | | Deferred Compensation Plan | 62 | | Severance Arrangements | 63 | | Additional Benefits | 63 | | Compensation Setting Process | 64 | | Peer Group and Benchmarking | 65 | | Clawback Policy | 67 | | Tax Deductibility | 68 | | Non-GAAP Reconciliation | 68 |

  58. NEO Average (excluding CEO) Target Opportunity Mix(1)

    | (1) No equity awards for Mr. Arora are included in this calculation. We excluded Mr. Arora’s new hire awards granted in 2023 since these were one-time awards intended to replace amounts Mr. Arora forfeited at his prior employer and are not reflective of Mr. Arora’s ordinary course compensation. Mr. Arora did not receive any annual grants or other grants of equity in 2023 and will receive his first ordinary course annual equity grant in 2024. |

  59. Compensation Elements and Targeted Mix

    | Element | Fixed or Variable | Primary Objective | | Base Salary | Fixed Short-Term Cash | • To attract and retain executives by offering salary that is competitive with market opportunities and that recognizes each executive’s position, role, responsibilities, experience and individual contributions. | | Annual Incentive Plan (“AIP”) Award | Variable Short-Term Cash | • To motivate and reward the achievement of our annual financial performance objectives, including currency neutral sales growth, EBITDA, cash conversion cycle and ESG goals. | | Long-Term Incentive Plan (“LTIP”) Award | Variable Long-Term Equity and Cash | • To motivate and reward efficient capital allocation, improved profitability, deleveraging the Company and long-term shareholder value creation. ○ Both the 2023-2025 LTIP award and the 2022-2024 LTIP award are measured by the cumulative improvement in return on invested capital for each award’s three-year period and the relative TSR performance for each award’s three-year period. ○ The 2021-2023 LTIP award was measured by annual net debt ratio for each of 2021, 2022 and 2023, and the relative TSR performance for the award’s three-year performance period. • To align executives’ interests with those of shareholders, for the 2023-2025 LTIP, each of our NEOs receive 100% of the earned award in shares of our common stock. Awards granted pursuant to the 2021 and 2022 LTIP will pay 50% of the earned award in shares of our common stock (with the remaining 50% denominated in and settled in cash) to each of our NEOs other than Mr. Clyburn, who will receive 100% of his earned award pursuant to the 2022 LTIP in shares of our common stock. | | Restricted Stock Unit (“RSU”) Awards | Variable Long-Term Equity | • Our Equity Choice Program (“ECP”) was discontinued in 2023 and replaced with an award of RSUs, which serves to: • align executives’ interests with the interests of shareholders through equity-based compensation; • function as an important retention tool; and • recognize individual contributions. |

  60. 2023 Compensation Actions

    2023 Compensation Actions In February 2023, in order to simplify the administration of the LTI program and due to fewer elections of Purchased Restricted Stock Units (“PRSUs”) and Stock-Settled Appreciation Rights (“SSARs”) in the ECP, the Human Capital & Compensation Committee approved the following changes to the executive compensation program for the 2023 fiscal year: (1) replacing the Equity Choice Program with awards comprised 100% of RSUs and (2) switching from 3-year cliff vesting to 3-year ratable vesting on RSUs. In addition, the Committee, in consultation with its independent compensation consultant, FW Cook, and management evaluated the LTIP design for the 2023-2025 cycle. The Committee decided to (1) eliminate the cash element of the LTIP, so that, beginning with the 2023-2025 LTIP Award, payouts under the LTIP will be made in 100% common stock in order to enhance alignment with long-term shareholder interests in response to shareholder feedback and to increase performance orientation and accountability, and (2) set the relative TSR performance achievement threshold at the 25th percentile of the comparator group with a 50% of target payout percentage for achievement of threshold performance in order to better align with the market while maintaining challenging performance targets. In March 2023, for each NEO, the Committee approved the addition of Cash Conversion Cycle (“CCC”), and elimination of the Integration Excellence metric from the AIP. The CCC metric incorporates Days Inventory Outstanding plus Days Sales Outstanding, and deducts Days Payables Outstanding from that total sum for the consolidated corporate level. With respect to the Company’s Division presidents, including President, Nourish and President, Health and Biosciences and Scent, the Committee approved a broad-based corporate metric weighted at 30%, with the business unit metrics weighted at 70%.

  61. Annual Incentive Plan

    Annual Incentive Plan During 2023, our AIP compensated our executive officers based on the achievement of certain levels of Company financial performance. Financial performance metrics are measured (1) at the consolidated corporate level for our CEO, CFO and EVP, General Counsel and Corporate Secretary, and (2) at the consolidated corporate level and the business unit level for our President, Nourish and President, Health and Biosciences and Scent.

  62. Annual Incentive Plan

    | 50 | IFF | 2024 PROXY STATEMENT |

  63. Annual Incentive Plan

    The performance metrics for the 2023 AIP and their assigned weightings were as follows:

  64. Annual Incentive Program

    Annual Incentive Program Mr. Herriott took on additional responsibilities July 1, 2023 to oversee both Health and Biosciences and Scent. His AIP percentage payout was a mix of both divisions. Mr. Herriott’s bonus for the first six months of 2023 was based on Health and Biosciences metrics; and the second six months was based on the blended performance of both Health and Biosciences and Scent. Each year the Committee sets an AIP target (stated as a percentage of base salary) for each NEO. For Mr. Arora, the AIP percentage was agreed to under the terms of his letter agreement.

  65. Annual Incentive Program

    | IFF | 2024 PROXY STATEMENT | 51 |

  66. Annual Incentive Program

    | | 2023 Salary(1) | Target AIP as % Base Salary | AIP Target(2) | | Frank K. Clyburn, Jr. | $1,300,000 | 150% | $1,950,000 | | Glenn Richter | $802,500 | 90% | $722,250 | | Yuvraj Arora | $680,000 | 90% | $612,000 | | Simon Herriott | $660,000 | 80% | $528,000 | | Jennifer Johnson | $632,500 | 80% | $506,000 |

  67. Annual Incentive Program

    | (1) The amounts in this column reflect 2023 annualized salaries, not actual payment amounts. |

  68. Annual Incentive Program

    | (2) The amounts in this column reflect 2023 annualized AIP targets and do not reflect pro-rated targets applicable for a new hire (Mr. Arora) that occurred during the year. Mr. Arora’s AIP target was pro-rated based on the number of days of eligible service completed following his start date. Mr. Herriott’s AIP target is based on his salary beginning in July 2023, when it was increased due to the additional responsibilities he received as President, Scent. Mr. Herriott’s actual bonus amount was blended to reflect his salaries prior to and following his increase in responsibilities. |

  69. Annual Incentive Program

    Performance Metrics and Capped AIP Payouts: Based on a review of the annual and long-term financial goals, operational plans, strategic initiatives and the prior year’s actual results, the Committee annually sets the financial performance metrics for our Company and the respective business units that it will use to measure performance as well as the relative weighting that will be assigned to each metric. The Committee then approves threshold, target and maximum performance levels for each performance metric. Upon achievement of the pre-established performance level, an executive has the opportunity to earn threshold (25%), target (100%) and maximum (200%) amounts with performance achievements in between calculated on a linear basis. The Committee seeks to establish corporate performance goals that are challenging yet attainable.

  70. Annual Incentive Program

    | 52 | IFF | 2024 PROXY STATEMENT |

  71. Annual Incentive Program

    As discussed above, for 2023 AIP awards, the Committee approved the following performance metrics for the reasons noted below:

  72. Annual Incentive Program

    | 2023 AIP Performance Metrics | Reasons for Selection | | Currency Neutral Sales Growth | • Reflects both increases in market share and sales expansion, which drives increases in gross profit. By measuring achievement exclusive of currency fluctuations, this goal helps to ensure that we are rewarding actual incremental growth. | | EBITDA | • A focus on EBITDA helps to ensure the achievement of critical long-term financial targets such as improved profitability, debt reduction, investment, etc. | | Cash Conversion Cycle | • By tracking the Cash Conversion Cycle (“CCC”), the business can identify areas for improvement and make strategic decisions to improve cash flow and strengthen its capital structure/reduce net debt. At the consolidated corporate level, CCC is calculated by adding the Days Inventory Outstanding (“DIO”) to the Days Sales Outstanding (“DSO”), and subtracting the Days Payables Outstanding (“DPO”). • At the divisional level, CCC is equal to the DIO plus DSO. DPO is not subtracted from the total. | | ESG | • Both equally weighted goals are deemed to be critical for our stakeholders (investors, employees and customers): (1) Reduction of Greenhouse Emissions (2) Increase in Gender Representation |

  73. Annual Incentive Program

    Determination of 2023 Performance Goals: In determining our 2023 AIP performance threshold, target and maximum performance goals, the Committee considered our annual targets for 2023, 2022 actual results and payout trends over the prior three-year and five-year periods. The performance target levels for the financial metrics were set in line with our 2023 budget and were approved in March 2023. In addition, 2023 LTIP and AIP target performance levels and actual achievement against the target performance levels excluded costs or income associated with (1) regulatory changes – tax and accounting, (2) unbudgeted discontinued operations and/or restructuring charges that are consistent with the business strategy, (3) M&A transactions, (4) additional due diligence costs, and integration related costs associated with M&A transactions not included in our budget or adjusted operating results, (5) extraordinary legal settlements, (6) material asset sales, disposals and purchases, and (7) goodwill impairment. These adjustments were intended to eliminate the net impact of certain non-core expenses and non-core gains to reflect our fundamental operating results. In addition, in October 2023, while implementing new systems to streamline accounts payable, the Company discovered a backlog of invoices. Addressing this backlog decreased the Corporate DPO metric (a component of CCC) by 14.5 days. This unforeseen gap overshadowed an otherwise significant improvement in the Company’s cash conversion performance. Had there been visibility into this backlog prior to goal-setting, the Committee would have established different metrics in order to properly recognize improved performance. Therefore, in November 2023, the Committee adjusted the DPO metric in the CCC target in order to reflect the 14.5 day impact. As a result of this adjustment, the AIP payout increased from 41% to 57.5%.

  74. Annual Incentive Program

    | IFF | 2024 PROXY STATEMENT | 53 |

  75. Annual Incentive Program

    2023 Corporate and Business Unit AIP Performance: Our actual performance against our 2023 AIP corporate financial metrics is set forth in the tables below. Corporate Performance The table below reflects the 2023 AIP metrics, their respective targets and the percentage payout earned for each metric and overall by each of Messrs. Clyburn and Richter and Ms. Johnson, each of whom were evaluated 100% based on corporate performance. For Messrs. Herriott and Arora, corporate performance was weighted at 30%.

  76. Scent Business Unit

    | | | 2023 Payout | | | Executive | 2023 AIP Target ($) | Total Performance As % of Target | Award ($) | | Frank K. Clyburn, Jr. | $1,950,000 | 57.5% | $1,121,250 | | Glenn Richter | $722,250 | 57.5% | $415,294 | | Yuvraj Arora | $328,636 | 51.4% | $168,919 | | Simon Herriott | $511,338 | 93.9% | $480,146 | | Jennifer Johnson | $506,000 | 57.5% | $290,950 |

  77. Scent Business Unit

    | (1) Mr. Arora’s 2023 AIP Payout was prorated to reflect his service as President, Nourish beginning on June 19, 2023. |

  78. Scent Business Unit

    | (2) Mr. Herriott’s 2023 AIP Payout was based upon the performance of the Health and Biosciences business unit until his additional responsibilities as President, Scent on July 1, 2023, after which Mr. Herriott’s AIP Payout based on a blend of the performances of both Health and Biosciences and Scent. |

  79. Long-Term Incentive Plan

    Long-Term Incentive Plan We believe that LTIP awards, which are granted in the form of PSUs, reward our executive officers, including our NEOs, for financial results and align their interests with the interests of our shareholders. Annually, the Committee reviews the LTIP to determine (1) the metrics that should be used to encourage long-term success, (2) the weightings that should be applied to such metrics, (3) the length of the performance periods, and (4) the targets for such metrics. The Committee believes that commencing a new three-year LTIP cycle each year:

  80. Long-Term Incentive Plan

    | • | provides a regular opportunity to re-evaluate long-term metrics; |

  81. Long-Term Incentive Plan

    | • | aligns goals with the ongoing strategic planning process; and |

  82. Long-Term Incentive Plan

    | • | reflects our evolving business priorities and market factors. |

  83. Long-Term Incentive Plan

    The Committee also annually sets a total LTIP target award for each NEO, which reflects the total LTIP award an NEO has the opportunity to receive at the end of the three-year cycle if we meet all of our targets. Depending upon our actual performance relative to financial and TSR (relative to the S&P 500) goals, the actual payout to the NEO could be greater or less than the total LTIP target award.

  84. Long-Term Incentive Plan

    | 58 | IFF | 2024 PROXY STATEMENT |

  85. Long-Term Incentive Plan

    Performance Segments: As discussed below, in 2023, the Committee decided to use the same metrics for the 2023–2025 LTIP cycle as were used in the 2022-2024 cycle. Both the 2023-2025 and the 2022-2024 cycles consist of two cumulative, three-year performance segments. The 2021-2023 LTIP cycle consisted of three annual performance segments for 2021, 2022, and 2023, and one cumulative three-year performance segment for 2021–2023.

  86. Performance Metrics

    Performance Metrics Long-Term Incentive Plan (2023-2025 Cycle). In early 2023, the Committee, in consultation with its independent compensation consultant and the IFF management team, evaluated potential LTIP performance metrics and performance periods for the 2023-2025 LTIP cycle. For the 2023-2025 LTIP cycle, the Committee maintained the same metrics as the 2022-2024 LTIP cycle: Improvement in Return on Invested Capital (“ROIC”) over the three-year period, and three-year relative TSR (compared to the S&P 500), with ROIC Improvement and relative TSR weighted equally. Following the completed three-year cycles, the Committee will approve the total payout based on the cumulative performance segments. The ROIC Improvement metric compares IFF’s ROIC at the end of the 2023-2025 performance period to the ROIC at the end of 2022. ROIC is defined as the adjusted net operating profit after tax divided by the average invested capital (the beginning and ending balance of net debt and shareholder’s equity), and will include the impact of acquisitions and divestitures. The Committee believes that three-year relative TSR is a good indicator of our overall long-term performance, and directly ties our executives’ compensation opportunity to our share price appreciation and dividend payments relative to a major large-cap index of which the constituents are viewed as being competitors for investor capital. The relative TSR is calculated by measuring the change in the market price of stock plus dividends paid (assuming the dividends are reinvested) for our Company and the S&P 500 companies over the three-year performance period. The market price for purposes of calculating the relative TSR of our Company and the S&P 500 on each cycle-end date is determined based on the average closing price per share of each company’s stock over the period of 20 consecutive trading days preceding that date, as reported by S&P Capital IQ. The relative TSR goal for the cumulative performance segment is set at the beginning of the three-year cycle.

  87. Long-Term Incentive Plan (2023–2025 Cycle) — Segment Weightings

    Long-Term Incentive Plan (2023–2025 Cycle) — Segment Weightings

  88. Long-Term Incentive Plan (2023–2025 Cycle) — Segment Weightings

    | ROIC Improvement (2023–2025) | Relative TSR (2023–2025) | Total | | 50.0% | 50.0% | 100.0% |

  89. Long-Term Incentive Plan (2023–2025 Cycle) — Segment Weightings

    Long-Term Incentive Plan (2022–2024 Cycle). The 2022-2024 LTIP cycle also consists of two cumulative, three-year performance segments. Improvement in ROIC over the three-year period, and three-year relative TSR (compared to the S&P 500), with ROIC Improvement and relative TSR with the performance segments being weighted as set forth in the chart below.

  90. Long-Term Incentive Plan (2023–2025 Cycle) — Segment Weightings

    | ROIC Improvement (2022–2024) | Relative TSR (2022–2024) | Total | | 50.0% | 50.0% | 100.0% |

  91. Long-Term Incentive Plan (2023–2025 Cycle) — Segment Weightings

    | IFF | 2024 PROXY STATEMENT | 59 |

  92. Long-Term Incentive Plan (2023–2025 Cycle) — Segment Weightings

    Long-Term Incentive Plan (2021–2023 Cycle). The 2021-2023 LTIP cycle is tied to three annual Net Debt Ratio performance segments and one cumulative, three-year relative TSR performance segment, with the performance segments being weighted as set forth in the chart below.

  93. Long-Term Incentive Plan (2021–2023 Cycle) — Segment Weightings

    Long-Term Incentive Plan (2021–2023 Cycle) — Segment Weightings

  94. Long-Term Incentive Plan (2021–2023 Cycle) — Segment Weightings

    | Net Debt Ratio (2021) | Net Debt Ratio (2022) | Net Debt Ratio (2023) | Relative TSR (2021–2023) | Total | | 16.6% | 16.7% | 16.7% | 50.0% | 100.0% |

  95. Long-Term Incentive Plan (2021–2023 Cycle) — Segment Weightings

    2023–2025 LTIP Target Awards In February 2023, the Committee approved the following total LTIP target awards to each of our NEOs for the 2023-2025 LTIP cycle, except for Mr. Arora whose LTIP target award was granted upon his June 19, 2023 appointment and Mr. Herriott who received an additional LTIP grant on July 3, 2023 in connection with his additional responsibilities as President, Scent:

  96. Long-Term Incentive Plan (2021–2023 Cycle) — Segment Weightings

    | NEO | Total LTIP Target Award | | Frank K. Clyburn, Jr. | $4,950,000 | | Glenn Richter | $1,200,000 | | Yuvraj Arora | $1,700,000 | | Simon Herriott(1) | $600,000 | | Jennifer Johnson | $600,000 |

  97. Long-Term Incentive Plan (2021–2023 Cycle) — Segment Weightings

    | (1) Mr. Herriott’s $600,000 Total LTIP Target Award includes both his annual LTIP award and the additional LTIP grant dated July 3, 2023 that was made in connection with his taking on additional responsibility as President, Scent. |

  98. Long-Term Incentive Plan (2021–2023 Cycle) — Segment Weightings

    The Committee set the 2023 ROIC improvement goal based on the Company’s internal goals of aligning the LTIP metrics with key business priorities and incorporating an operating metric that allows for three-year goal setting. The Committee set the cumulative three-year relative TSR target goal for the 2023-2025 LTIP cycle at the same level that had been set for the prior year’s LTIP cycle, which required above median (55th percentile) performance to achieve target payout, and also included an absolute TSR cap that would limit the relative TSR award to 100% of target payout if IFF’s absolute TSR was negative for the three-year performance period. The Committee further determined that 100% of the 2023-2025 LTIP cycle would be denominated and paid in shares for each of our NEOs; as opposed to prior cycles, which paid out 50% in shares of our common stock and 50% in cash for each NEO apart from Mr. Clyburn. The Committee believes that paying all or a portion of the LTIP value in shares creates a stronger alignment between executives and shareholders, and provides additional incentive for executives to achieve superior Company performance and to produce share price appreciation over the three-year performance cycle. The number of target shares of our common stock for the portion that would be paid in shares is determined based on the market price of the common stock at the beginning of the cycle. For the 2023-2025 LTIP cycle, it was based on $105.01 per share, the average closing price for the twenty trading days prior to January 2, 2023, the first stock trading day of the 2023-2025 LTIP cycle. Mr. Arora’s, as part of his new hire award, 2023-2025 LTIP cycle price of $79.73 is based on the average closing market price of a share of our common stock for the 20 trading days preceding his June 19, 2023 appointment. For Mr. Herriott’s LTIP award granted on July 3, 2023 in connection with his additional responsibilities as President, Scent, the LTIP cycle price of $78.65 is based on the average closing market price of a share of our common stock for the 20 trading days preceding his July 1, 2023 responsibility addition.

  99. Long-Term Incentive Plan (2021–2023 Cycle) — Segment Weightings

    | 60 | IFF | 2024 PROXY STATEMENT |

  100. Long-Term Incentive Plan (2021–2023 Cycle) — Segment Weightings

    2023 Segment LTIP Performance For the 2023 segment of the 2021-2023 LTIP cycle, our Net Debt Ratio of 4.40, as adjusted for 2023 non-core items, was below threshold performance level. As a result, our NEOs forfeited the 2023 segment of the 2021-2023 LTIP cycle. 2021-2023 LTIP Performance For the cumulative three-year performance period ending in 2023 of the 2021–2023 LTIP cycle, our relative TSR was at the 12th percentile and was below the threshold performance level. For the 2021 segment our Net Debt Ratio of 4.10 was above threshold; for the 2022 segment our Net Debt Ratio of 4.14 and 2023 segment our Net Debt Ratio of 4.40, were both below the threshold performance level. As a result, Messrs. Richter and Herriott, and Ms. Johnson, the only NEOs with 2021 LTIP awards earned 11.7% of the target awards for 2021-2023 LTIP cycle based on 2021 Net Debt Ratio results.

  101. Long-Term Incentive Plan (2021–2023 Cycle) — Segment Weightings

    | Segment | Result | Weight | Overall | | Net Debt Ratio Year 1 (2021) | 70% | 16.6% | 11.7% | | Net Debt Ratio Year 2 (2022) | 0% | 16.7% | 0% | | Net Debt Ratio Year 3 (2023) | 0% | 16.7% | 0% | | Cumulative (Relative TSR) | 0% | 50% | 0% | | Total | | 100% | 11.7% |

  102. RSUs

    RSUs In 2023, the Compensation Committee replaced the ECP (which allowed employees to choose from three types of equity award grants: (1) PRSUs, (2) SSARs, and (3) RSUs) with awards of RSUs, which are our promise to issue unrestricted shares of our stock on stated vesting dates and which vest one-third per year. This change aligns with the Company’s broad-based equity program and simplifies the administration of the Company’s long-term incentive compensation program by eliminating the complexity of the ECP election process. Switching to 100% RSUs maintains the primary goals of our long-term incentive compensation program by (1) providing participants with a meaningful stake in our Company, thereby aligning their interests more closely with shareholders, (2) encouraging participants to focus on long-term success, (3) helping to attract and retain top talent and (4) recognizing individual contributions.

  103. RSUs

    | IFF | 2024 PROXY STATEMENT | 61 |

  104. RSUs

    2023 RSU Awards The following tables shows the dollar value of RSU awards approved by the Committee or Board for each NEO during 2023.

  105. RSUs

    | | RSU Awards | | | | 2023 RSU Value ($) | Number of RSU Granted | | Frank K. Clyburn, Jr. | $3,300,000 | 35,006 | | Glenn Richter | $1,200,000 | 12,729 | | Yuvraj Arora | $2,300,000 | 28,847 | | Simon Herriott(1) | $600,000 | 6,655 | | Jennifer Johnson | $600,000 | 6,365 |

  106. RSUs

    | (1) Mr. Herriott’s amount shown includes both his annual grant and a grant made in connection with his taking on additional responsibility as President, Scent. |

  107. RSUs

    The RSU Awards granted to each NEO are discussed in greater detail in the Grants of Plan Based Awards Table.

  108. Mr. Clyburn’s Sign-On Award

    Mr. Clyburn’s Sign-On Award Pursuant to Mr. Clyburn’s letter agreement, Mr. Clyburn was granted one-time equity awards as a replacement for awards forfeited upon termination from his former employer. Such awards were granted on March 1, 2022. The performance stock unit portion of Mr. Clyburn’s sign-on award vests in three annual tranches, the first of which was scheduled to vest on March 1, 2023, subject to the Company’s one-year TSR compared to the S&P 500. Since IFF’s 1-year TSR was at the 11th percentile relative to the S&P 500 and was below threshold performance level, Mr. Clyburn’s first tranche of sign-on PSUs was forfeited. More details regarding Mr. Clyburn’s sign-on award are included in this proxy statement under the heading “Offer Letters or Employment Arrangements” following the Summary Compensation Table.

  109. Severance Arrangements

    Severance Arrangements Executive Severance Policy The ESP provides severance and other benefits to executives, including NEOs, whose employment is terminated by the Company without cause or in the event of a termination by the executive for good reason in certain circumstances. This policy helps us in competing with other companies in recruiting and retaining qualified executives. When recruiting an executive from another company, the executive in most cases will seek contract terms that provide compensation if his or her employment is terminated in cases in which the executive has not engaged in misconduct. The level of severance pay under the ESP is based on a tier system and each executive’s assigned tier is based on the executive’s grade level. All of our NEOs are in Tier I. We believe that the ESP provides a level of severance pay and benefits that is competitive with our peer group companies. A discussion of our ESP and the payments that each of our NEOs would have been eligible to receive had a covered termination occurred as of December 31, 2023 the actual payments received, is set forth below under “Potential Payments upon Termination or Change in Control.”

  110. Peer Group and Benchmarking

    Peer Group and Benchmarking On an annual basis, the Committee reviews and approves the compensation of our NEOs. We use a global job level structure for our NEOs, with compensation ranges for each job level. Our NEOs are placed in a particular job level based on internal factors (including scope of responsibilities and job complexity) and an external market evaluation. The external market evaluation is based on published third-party general survey information and a review of similar positions within our selected peer groups described below. This process is referred to as “market benchmarking.”

  111. Market Benchmarking

    Market Benchmarking The Committee reviews its external market benchmarking and peer group data annually. The Committee’s goals are to position (1) target total cash compensation and (2) target total direct compensation (salary, annual incentive compensation and long-term incentive compensation) to generally fall within the median range of relevant market benchmarks. This philosophy reflects the Committee’s goal to attract and retain top executive talent, and to maintain a strong pay-for-performance culture, whereby above-market performance is required to achieve above-median pay outcomes. In August 2022, the Committee reviewed the peer group with its independent compensation consultant for the purposes of the 2023 target compensation setting process. As a result of this review, the Committee approved the following changes to the peer group for purposes of the 2023 target compensation setting process: (1) Kellogg Company was removed from the peer group as it had announced its intent to split into three separate companies and (2) each of Corteva, Inc., Catalent, Inc. and Viatris Inc. were added to the peer group. These additions to the peer group are intended to increase the representation of R&D-focused companies within the peer group to further support IFF’s competitiveness in the R&D space and to reflect the evolving business model and commercial focus.

  112. Market Benchmarking

    | IFF | 2024 PROXY STATEMENT | 65 |

  113. Market Benchmarking

    | Selected Peer Group | Selection Criteria | U.S. publicly traded companies of comparable size with a focus on consumer products (generally based on revenue of 0.4x to 2.5x and market capitalization of 0.33x to 3x compared to our Company’s estimated revenue and market capitalization) Strong in-house R&D activities Global scope with significant international presence (international operations generally accounting for at least 25% of total revenues) Growth orientation, with positive revenue growth over the three years prior to the review and selection of the peer group | | | | Component Companies | Archer-Daniels Midland Company Ball Corporation Bausch Health Companies Inc. Catalent, Inc. Celanese Corporation Church & Dwight Co., Inc. The Clorox Company Colgate-Palmolive Company Constellation Brands, Inc. Corteva, Inc. Eastman Chemical Company | Ecolab Inc. The Estee Lauder Companies Inc. General Mills, Inc. The Hershey Company Ingredion Incorporated Keurig Dr Pepper Inc. Kimberly-Clark Corporation McCormick & Company, Inc. Mondelez International, Inc. Viatris Inc. Zoetis Inc. | | | Position in Group | Near median for revenue and market capitalization (based on our Company’s estimated revenue and market capitalization) | |

  114. Market Benchmarking

    In August 2023, the Committee reviewed with its independent compensation consultant the peer group used for 2023 compensation decisions and decided to use the same peer group for 2024 decisions. The Committee’s independent compensation consultant provides the 25th percentile, median and 75th percentile “market reference” data for each executive position based on the average of the two relevant compensation benchmarks, as further explained below. This data is used to analyze the external competitiveness of each NEO’s base salary, target total cash compensation and target total direct compensation. This analysis is reviewed with the Committee and, in the case of the compensation of NEOs other than the CEO, with the CEO as well. In determining target total direct compensation for each executive in 2023, the Committee considered the consultant’s market reference analysis. In addition, the Committee considered a number of other important factors, including each executive’s:

  115. Market Benchmarking

    | • | individual experience and performance; |

  116. Market Benchmarking

    | • | scope of responsibilities; |

  117. Market Benchmarking

    | • | relative responsibilities compared with other senior Company executives; |

  118. Market Benchmarking

    | • | contribution relative to overall Company performance; |

  119. Market Benchmarking

    | • | compensation relative to his or her peers within the organization; and |

  120. Market Benchmarking

    | • | long-term potential. |

  121. Market Benchmarking

    | 66 | IFF | 2024 PROXY STATEMENT |

  122. Market Benchmarking

    The Committee uses the market reference range in order to establish a starting point for the compensation levels that the Committee believes would provide our NEOs with competitive compensation. The target total direct compensation approved by the Committee may be above or below the market reference range based on the Committee’s review of market compensation levels, its desire to create internal pay equity among our executives and the individual factors set forth above. For 2023, the Committee continued its compensation strategy pursuant to which total direct compensation for our NEOs is generally targeted to be within the median range of market practice. In determining 2023 increases and target total direct compensation (comprised of salary, target annual incentive compensation and target long-term incentive compensation) levels, the Committee considered the median compensation strategy, executive performance, experience and skill, market data for comparable roles, and other factors, including internal parity and criticality to retain and motivate key executives to continue to successfully execute our annual and longer-term objectives. For 2023, the CEO’s long-term incentive compensation was allocated 60% to performance-based LTIP stock awards and 40% to time-based RSU awards. For the other NEOs, long-term incentive compensation was allocated 50% to performance-based LTIP stock awards and 50% to time-based RSU.

  123. Committee

    | • | is variable and tied to multiple value-creating performance metrics; |

  124. Committee

    | Proposal 4 – Approval of the Amended and Restated 2021 Stock Award and Incentive Plan |

  125. Material Changes to the A&R SAIP

    | Shares available for grant under the 2021 SAIP (a) | 691,544(1) | | Additional shares requested for approval under the A&R SAIP (b) | 6,900,000 | | Shares subject to outstanding stock options/SARs | 315,114 | | Weighted - average exercise price of outstanding stock options/SARs | 116.26 | | Weighted - average remaining term of outstanding stock options/SARs | 4.71 | | Shares subject to outstanding full-value stock awards | 1,817,519 | | Total outstanding stock options/SARs and full-value stock awards (c) | 2,132,633 | | Shares of common stock outstanding as of the Record Date (d) | 255,318,961 | | Fully-diluted Overhang (a+b+c) divided by (a+b+c+d) | 3.69% |

  126. Material Changes to the A&R SAIP

    | (1) This amount excludes the shares available for grant under plans not approved by shareholders. Please see“Equity Compensation Plan Information” below for further information on these plans. |

  127. Material Changes to the A&R SAIP

    | | 3-Year Average | Fiscal Year 2023 | Fiscal Year 2022 | Fiscal Year 2021 | | A. SSARs & Stock Options | 45,667 | 0 | 134,000 | 3,000 | | B. RSUs & Equivalents | 581,000 | 843,000 | 556,000 | 344,000 | | C. Purchased Restricted Stock | 35,333 | 0 | 44,000 | 62,000 | | D. LTIP Shares Earned(1) | 2,495 | 5,333 | 0 | 0 | | E. Actual Total | 664,495 | 843,000 | 734,000 | 416,484 | | F. Weighted Average Common Stock Outstanding | 251,000,000 | 255,000,000 | 255,000,000 | 243,000,000 | | G. Actual Annual Share Usage | 0.26% | 0.33% | 0.29% | 0.17% |

  128. Material Changes to the A&R SAIP

    | (1) LTIP for performance year 2021-2023 – actual target share amount was 72,226 that would have been issued March 2024; LTIP for performance year 2020-2022 - actual target share amount was 41,280 that would have been issued March 2023; LTIP for performance year 2019-2021 - actual target share amount was 29,766 that would have been issued March 2022. |

  129. Key Features of the A&R SAIP

    accumulated but remain subject to vesting requirement(s) to the same extent as the applicable equity award and shall be paid at the time such vesting requirement(s) are satisfied. In no event shall dividends or dividend equivalents be paid with respect to Options or stock appreciation rights.

  130. Change in Control

    Change in Control In the event of a change in control (as defined in the A&R SAIP), unless otherwise provided in the participant’s award agreement or the International Flavors & Fragrances Inc. Executive Severance Policy (the “ESP”), if applicable, the Human Capital & Compensation Committee will determine the deemed level of achievement of the applicable performance goals with respect to any performance award as of the date of the change in control. Generally, unless otherwise provided in the participant’s award agreement, or the ESP, if applicable, (i) if the acquirer does not assume the outstanding awards under the A&R SAIP or (ii) if the acquirer assumes the outstanding awards under the A&R SAIP and a participant’s employment is involuntarily terminated without cause (or for participants in the ESP, the participant terminates employment for good reason), in either case, within the 24-month period following a change in control:

  131. Change in Control

    | • | any unvested options and SSARs will immediately vest and remain exercisable for the period of time set forth in the applicable award agreement; and |

  132. Change in Control

    | • | the restrictions, limitations and conditions on other awards will lapse and such awards will become fully vested (with respect to any performance awards, subject to the Human Capital & Compensation Committee’s determination with respect to performance as of the date of the change in control). |

  133. Change in Control

    Additionally, the Human Capital & Compensation Committee or Board may provide for awards to be cancelled in exchange for a cash payment in connection with a change in control.

  134. Types of Awards

    to performance and/or service-based conditions, (iii) be in the form of SSARs, phantom stock, restricted stock, restricted stock units, performance shares, deferred share units or share-denominated performance units and (iv) be designed to comply with applicable laws of jurisdictions other than the United States. Stock options. Options granted under the A&R SAIP may be either non-qualified stock options or incentive stock options intended to qualify under Section 422 of the IRC. Other than with respect to options assumed in connection with certain corporate transactions, the exercise price of any option may not be less than the fair market value of our shares on the date the option is granted and may be paid in cash or in any other manner as may be determined by the Human Capital & Compensation Committee. The term of any options under the A&R SAIP may not exceed 10 years from the date of grant. The Human Capital & Compensation Committee determines the terms and conditions of award of options. Performance-based awards. The Human Capital & Compensation Committee may grant cash or equity-based awards, the grant, payment or vesting of which is conditioned upon the satisfaction of certain Performance Measures. Performance Measures may include one or more of the following, singly or in combination: (i) earnings per share, net earnings per share or growth in such measures; (ii) net sales, sales, net revenues or revenues or growth in sales or revenues; (iii) earnings measures (including earnings before or after any or all of interest, taxes, depreciation, and amortization or extraordinary or special items); (iv) income, net income, net income per share of common stock (basic or diluted) or growth in income; (v) cash flow (including net cash provided by operations, cash flow in excess of cost of capital (discounted or otherwise), free cash flow, and cash flow return on capital) or growth in such measures; (vi) return measures, including return on assets (gross or net), return on investment, return on capital, return on equity, return on revenue or return on sales; (vii) economic profit or economic value created; (viii) gross profit or operating profit; (ix) gross margin, operating margin or profit margin or growth in such measures; (x) shareholder value creation measures, including price per share of common stock or total shareholder return; (xi) dividend payout levels, including as a percentage of net income; (xii) asset measures, including asset growth; (xiii) asset turnover; (xiv) sales measures; (xv) book value; (xvi) brand contribution; (xvii) market share or growth in market share; (xviii) unit volume; (xix) working capital amounts, including working capital as a percentage of customer sales; (xx) operational costs or cost controls and other expense targets, or a component thereof, or planning or forecasting accuracy; (xxi) supply chain achievements; (xxii) innovation as measured by a percentage of sales of new products; (xxiii) strategic plan development and implementation; (xxiv) strategic business criteria, consisting of one or more objectives based on meeting specified market penetration, geographic business expansion goals, cost targets, total market capitalization, agency ratings, completion of capital and borrowing transactions, business retention, new product development, customer satisfaction and retention, employee development, satisfaction and retention, market penetration, management of employment practices and employee benefits, diversity, supervision of litigation, information technology, corporate social responsibility, customer growth, customer service, improvements in capital structure, debt leverage, expense management, operating efficiency, strategic planning, process reliability, product quality, regulatory compliance, risk mitigation, sustainability and environmental impact, and goals relating to acquisitions, divestitures or strategic partnerships or transactions or (xxv) such other measures as the Human Capital & Compensation Committee may determine from time to time. The Performance Measures listed above may relate to the performance of the Company (or that of an affiliate, business group, business unit or division of the Company) and may be expressed as an amount, as an increase or decrease over a specified period, or as a relative comparison to the performance of other companies or a published or special index. The measurement of the Performance Measures may be adjusted for the impact of certain items that occur during the performance period, including, without limitation, (i) unusual, non-recurring or extraordinary items or expenses; (ii) charges for restructurings; (iii) discontinued operations; (iv) acquisitions or divestitures; (v) the cumulative effect of changes in accounting treatment; (vi) changes in tax laws, accounting standards or principles or other laws or regulatory rules affecting reporting results; (vii) any impact of impairment of tangible or intangible assets; (viii) any impact of the issuance or repurchase of

  135. Incentive Stock Options

    Incentive Stock Options An incentive stock option results in no taxable income to the optionee or a deduction to the Company at the time it is granted or exercised. However, upon exercise, the excess of the fair market value of the shares acquired over the option exercise price is an item of adjustment in computing the alternative minimum taxable income of the optionee, if applicable. If the optionee holds the stock received as a result of an exercise of an incentive stock option for the later of two years from the date of the grant or one year from the date of exercise, then the gain realized on disposition of the shares is treated as a long-term

  136. Incentive Stock Options

    | IFF | 2024 PROXY STATEMENT | 77 |

  137. Incentive Stock Options

    capital gain. If the shares are disposed of during this period, however (i.e., a “disqualifying disposition”), then the optionee will include into income, as compensation for the year of the disposition, an amount equal to the excess, if any, of the fair market value of the shares, upon exercise of the option over the option exercise price (or, if less, the excess of the amount realized upon disposition of the shares over the option exercise price). Any additional gain or loss recognized upon the disposition will be recognized as a capital gain or loss by the optionee. In the event of a disqualifying disposition, the Company will be entitled to a deduction, in the year of such a disposition, in an amount equal to the amount includible in the optionee’s income as compensation. The optionee’s tax basis in the shares acquired upon exercise of an incentive stock option is equal to the option price paid, plus any amount includible in his or her income as a result of a disqualifying disposition.

  138. Non-Qualified Stock Options

    Non-Qualified Stock Options A non-qualified stock option results in no taxable income to the optionee or deduction to the Company at the time it is granted. An optionee exercising a non-qualified stock option will, at that time, realize taxable compensation in the amount equal to the excess of the then fair market value of the shares over the option exercise price. Subject to the applicable provisions of the IRC, the Company will be entitled to a deduction for federal income tax purposes in the year of exercise in an amount equal to the taxable compensation realized by the optionee. The optionee’s tax basis in shares received upon exercise is equal to the sum of the option exercise price plus the amount includible in his or her income as compensation upon exercise. Any gain (or loss) upon subsequent disposition of the shares will be a long- or short-term capital gain to the optionee (or loss), depending upon the holding period of the shares. If a non-qualified option is exercised by tendering previously owned shares in payment of the option price, then, instead of the treatment described above, the following will apply: a number of new shares equal to the number of previously owned shares tendered will be considered to have been received in a tax-free exchange, the optionee’s basis and holding period for such number of new shares will be equal to the basis and holding period of the previously owned shares exchanged. The optionee will have compensation income equal to the fair market value on the date of exercise of the number of new shares received in excess of such number of exchanged shares; the optionee’s basis in such excess shares will be equal to the amount of such compensation income, and the holding period in such shares will begin on the date of exercise.

  139. Aggregate Awards Granted

    | Name | Number of Shares Underlying Options | Number of Shares Underlying Stock-Settled Appreciation Rights | Number of Shares Underlying Time-Based Restricted Stocks Units | Number of Shares Underlying Performance- Based Restricted Stocks Units | Number of Shares Underlying Purchased Restricted Stock Units | Number of Shares Underlying Deferred Stock Units | | Frank K. Clyburn, Jr. | | 82,977 | 69,042 | 118,152 | | 6,619 | | Glenn Richter | | 43,482 | 48,165 | 17,658 | | | | Yuvraj Arora | | | 28,847 | 21,322 | | | | Simon Herriott | | | 11,639 | 10,442 | 4,232 | | | Jennifer Johnson | | | 9,934 | 8,799 | 3,166 | | | All Current Executive Officers as Group | | 126,459 | 270,629 | 192,975 | 8,523 | 6,619 | | All Current Directors who are not Executive Officers as a Group | | | 32,466 | | | | | All Employees, Including all Current Officers who are not Executive Officers, as a Group | | 10,867 | 1,480,151 | 132,554 | 97,037 | |

  140. Aggregate Awards Granted

    | YOUR BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE AMENDED AND RESTATED INTERNATIONAL FLAVORS & FRAGRANCES INC. 2021 STOCK AWARD AND INCENTIVE PLAN |

  141. Equity Compensation Plan Information

    Equity Compensation Plan Information We currently grant equity awards under our 2021 Stock Award and Incentive Plan (the “2021 SAIP”). The following table provides information regarding our common stock that may be issued under our equity compensation plans as of December 31, 2023.

  142. Equity Compensation Plan Information

    | Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | | | (a) | (b) | (c) | | Equity compensation plans approved by security holders(1) | 1,661,733 (2) | $116.26 (3) | 691,544 | | Equity compensation plans not approved by security holders(4)(5) | 155,786 | $116.26 (3) | 606,538 | | Total | 1,817,519 | $116.26 (3) | 1,298,082 |

  143. Equity Compensation Plan Information

    | (1) Represents the 2021 SAIP. The 2021 SAIP replaced the Company’s 2015 SAIP and the 2010 Stock Award and Incentive Plan (the “2010 SAIP”). |

  144. Equity Compensation Plan Information

    | (2) Includes options, RSUs, SSARs, the number of shares to be issued under the 2021-2023 LTIP cycle based on actual performance, and the maximum number of shares that may be issued under the 2022-2024 and 2023-2025 LTIP cycles if the performance conditions for each of those cycles are satisfied at the maximum level. The number of SSARs that may be issued upon exercise was calculated by dividing (i) the product of (a) the excess of the closing market price of our common stock on the last trading day of 2023 over the exercise price and (b) the number of SSARs outstanding by (ii) the closing market price on the last trading day of 2023. Excludes outstanding shares of purchased restricted stock under the 2010 SAIP and 2000 Stock Award and Incentive Plan. |

  145. Equity Compensation Plan Information

    | (3) Weighted average exercise price of outstanding options and SSARs. Excludes RSUs, shares credited to accounts of participants in the DCP and shares that may be issued under the LTIP. |

  146. Equity Compensation Plan Information

    | (4) We currently have two equity compensation plans that have not been approved by our shareholders: (i) the DCP, which is described on page 91 and (ii) a pool of shares that may be used for annual awards of 1,000 shares to each non-employee director. Although we are no longer granting these annual 1,000 share stock awards to directors, the pool of shares remains authorized. |

  147. Equity Compensation Plan Information

    | (5) Includes 562,788 shares remaining available for issuance under the DCP and 43,750 shares remaining available for issuance from a pool of shares that may be used for annual awards of 1,000 shares to each non-employee director. |

  148. Equity Compensation Plan Information

    | 80 | IFF | 2024 PROXY STATEMENT |

  149. Equity Compensation Plan Information

    | Executive Compensation |

  150. Summary Compensation Table

    Summary Compensation Table The following table sets forth the compensation for:

  151. Summary Compensation Table

    | • | our CEO in 2023; |

  152. Summary Compensation Table

    | • | our current CFO; and |

  153. Summary Compensation Table

    | • | our three other most highly compensated executive officers who were serving as executive officers as of December 31, 2023. |

  154. Summary Compensation Table

    We refer to the executive officers included in the Summary Compensation Table as our NEOs. A detailed description of the plans and programs under which our NEOs received the following compensation can be found in this proxy statement under the heading “Compensation Discussion and Analysis.”

  155. Summary Compensation Table

    | Name and Principal Position(1) | Year | Salary ($)(2) | Bonus ($)(3) | Stock Awards ($)(4) | SSARs | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($)(6) | Total ($) | | Frank K. Clyburn, Jr. CEO | 2023 | 1,300,000 | | 8,249,977 | | 1,121,250 | 76,426 | 10,747,653 | | | 2022 | 1,147,500 | | 13,268,951 | 3,242,154 | 1,405,950 | 207,099 | 19,271,654 | | Glenn Richter EVP, Chief Financial and Business Transformation Officer | 2023 | 789,375 | | 2,399,912 | | 415,294 | 63,704 | 3,668,285 | | | 2022 | 750,000 | | 528,066 | 1,745,367 | 486,675 | 81,022 | 3,591,130 | | | 2021 | 197,260 | | 4,961,170 | | 215,886 | 7,918 | 5,382,234 | | Yuvraj Arora President, Nourish | 2023 | 366,154 | 550,000 | 3,999,974 | | 168,919 | 17,500 | 5,102,547 | | Simon Herriott President, Health and Biosciences and Scent | 2023 | 634,500 | | 1,199,971 | | 480,146 | 77,030 | 2,391,647 | | Jennifer Johnson EVP, General Counsel and Corporate Secretary | 2023 | 613,462 | | 1,200,056 | | 290,950 | 67,758 | 2,172,226 |

  156. Summary Compensation Table

    | (1) Mr. Clyburn joined the Company on February 14, 2022 and ceased serving as our CEO and as a director on February 6, 2024. Mr. Arora joined as our President, Nourish on June 19, 2023. Mr. Herriott and Ms. Johnson show one year of compensation as they were not previously NEOs. |

  157. Summary Compensation Table

    | (2) The 2023 amounts in this column include the following amounts contributed to the Retirement Investment Fund Plan (401(k)): Mr. Clyburn — $30,000; Mr. Richter — $30,000; Mr. Herriott — $19,800; and Ms. Johnson — $22,500. |

  158. Summary Compensation Table

    | (3) The amounts in this column represent the sign-on bonus award in connection with Mr. Arora’s hire in June 2023 as discussed in the “Offer Letters or Employment Arrangements” section. |

  159. Summary Compensation Table

    | (4) The amounts in the Stock Awards column represent the aggregate grant date fair value of all equity awards granted during each respective fiscal year calculated in accordance with FASB ASC Topic 718. With respect to 2023, the amounts in this column include RSUs and awards granted in respect of the 2023-2025 LTIP Cycle in the form of PSUs, which will be payable in our common stock if the performance conditions are satisfied. Details on and assumptions used in calculating the grant date fair value of RSUs may be found in Note 13 to our audited financial statements included in our |

  160. Summary Compensation Table

    | IFF | 2024 PROXY STATEMENT | 81 |

  161. Summary Compensation Table

    Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The grant date fair value of LTIP awards is calculated based on the closing market price of a share of our common stock on the date of grant, with an adjustment to reflect the fact that such awards do not participate in dividend rights, details of which may be found in Note 13 to our audited financial statements included in our Report on Form 10-K for the fiscal year ended December 31, 2023. The grant date fair value attributable to the 2023-2025 LTIP cycle awards is based on the probable outcome of the performance conditions. The grant date fair value assuming achievement of maximum performance for the 2023-2025 LTIP is as follows: (i) Mr. Clyburn: $9,899,923; (ii) Mr. Richter: $2,399,898; (iii) Mr. Yuvraj: $3,400,006; (iv) Mr. Herriott: $1,199,908; and (v) Ms. Johnson: $1,200,054.

  162. Summary Compensation Table

    | (5) The 2023 amounts in this column include amounts earned under the 2023 AIP. |

  163. Summary Compensation Table

    | (6) Details of the 2023 amounts set forth in this column are included in the “All Other Compensation” table below. |

  164. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The following table provides information regarding grants of plan-based awards to our NEOs during 2023. The amounts reported in the table under “Estimated Future Payouts under Non-Equity Incentive Plan Awards” and “Estimated Future Payouts under Equity Incentive Plan Awards” represent the threshold, target and maximum awards under our AIP and LTIP programs, respectively. For a further understanding of the performance conditions applicable to the AIP and LTIP awards, please review the discussion under “Annual Incentive Plan” and “Long-Term Incentive Plan” in the Compensation Discussion and Analysis above.

  165. 2023 Grants of Plan-Based Awards

    | Name | Type of Award (1) | Grant Date(2) | Date of Compensation Committee / Board Approval | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(3) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(4) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(5) | Grant Date Fair Value of Stock Awards ($)(6) | | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Frank K. Clyburn, Jr. | AIP | 2/1/2023 | 2/1/2023 | 487,500 | 1,950,000 | 3,900,000 | | | | | | | | 2023 LTIP | 3/7/2023 | 3/7/2023 | | | | 11,785 | 47,138 | 94,276 | | 4,949,961 | | | RSU | 5/3/2023 | 2/1/2023 | | | | | | | 35,006 | 3,300,016 | | Glenn Richter | AIP | 2/1/2023 | 2/1/2023 | 180,563 | 722,250 | 1,444,500 | | | | | | | | 2023 LTIP | 3/7/2023 | 3/7/2023 | | | | 2,857 | 11,427 | 22,854 | | 1,199,949 | | | RSU | 5/3/2023 | 2/1/2023 | | | | | | | 12,729 | 1,199,963 | | Yuvraj Arora | AIP | 6/19/2023 | 6/2/2023 | 82,159 | 328,636 | 657,272 | | | | | | | | 2023 LTIP | 6/19/2023 | 6/2/2023 | | | | 5,331 | 21,322 | 42,644 | | 1,700,003 | | | RSU | 7/3/2023 | 6/2/2023 | | | | | | | 28,847 | 2,299,971 | | Simon Herriott | AIP | 2/1/2023 | 2/1/2023 | 127,835 | 511,338 | 1,022,676 | | | | | | | | 2023 LTIP | 3/7/2023 | 2/28/2022 | | | | 1,071 | 4,285 | 8,570 | | 449,968 | | | RSU | 5/3/2023 | 2/1/2023 | | | | | | | 4,774 | 450,045 | | | 2023 LTIP | 7/1/2023 | 6/2/2023 | | | | 477 | 1,907 | 3,814 | | 149,986 | | | RSU | 7/3/2023 | 6/2/2023 | | | | | | | 1,881 | 149,972 | | Jennifer Johnson | AIP | 2/1/2023 | 2/1/2023 | 126,500 | 506,000 | 1,012,000 | | | | | | | | 2023 LTIP | 3/7/2023 | 3/7/2023 | | | | 1,429 | 5,714 | 11,428 | | 600,027 | | | RSU | 5/3/2023 | 2/1/2023 | | | | | | | 6,365 | 600,029 |

  166. 2023 Grants of Plan-Based Awards

    | (1) AIP = 2023 AIP |

  167. 2023 Grants of Plan-Based Awards

    2023 LTIP = 2023-2025 Long-Term Incentive Plan Cycle RSU = Restricted Stock Unit

  168. 2023 Grants of Plan-Based Awards

    | (2) The AIP, 2023 LTIP and RSU grants were made under our 2021 SAIP. The material terms of these awards are described in this proxy statement in the “Compensation Discussion and Analysis.” |

  169. 2023 Grants of Plan-Based Awards

    | (3) AIP amounts in this column are the threshold, target and maximum dollar values under our 2023 AIP. |

  170. 2023 Grants of Plan-Based Awards

    | (4) 2023 LTIP amounts in this column are the threshold, target and maximum number of shares payable in shares of our common stock if the performance conditions are satisfied. The target number of shares of our common stock was determined by dividing the target dollar value of the award by (i) $105.01, the average closing market price of a share of our common stock for the 20 trading days preceding January 2, 2023, the first trading day of the 2023-2025 LTIP cycle for Messrs. Clyburn, |

  171. 2023 Grants of Plan-Based Awards

    | 86 | IFF | 2024 PROXY STATEMENT |

  172. 2023 Grants of Plan-Based Awards

    Richter and Herriott’s and Ms. Johnson’s annual equity grants, (ii) $79.73, the average closing market price of a share of our common stock for the 20 trading days preceding June 19, 2023 for Mr. Arora, and (iii) $78.65, the average closing market price of a share of our common stock for the 20 trading days preceding July 1, 2023 for Mr. Herriott’s award granted upon his taking on the additional responsibilities as President, Scent. However, the actual value to be realized may vary depending on the closing market price of a share of our common stock on the payout date of 2023 LTIP awards.

  173. 2023 Grants of Plan-Based Awards

    | (5) The amounts in this column represent the number of RSUs granted. |

  174. 2023 Grants of Plan-Based Awards

    | (6) The amounts in this column represent the aggregate grant date fair value of the RSUs and awards granted in respect of the 2023-2025 LTIP cycle in the form of PSUs granted to our NEOs during the fiscal year ended December 31, 2023, calculated in accordance with FASB ASC Topic 718. The grant date fair value 2023-2025 LTIP cycle PSUs is based on the probable outcome of the applicable performance conditions. |

  175. 2023 Grants of Plan-Based Awards

    | IFF | 2024 PROXY STATEMENT | 87 |

  176. 2023 Outstanding Equity Awards at Fiscal Year-End

    2023 Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding outstanding equity awards held by our NEOs as of December 31, 2023.

  177. 2023 Outstanding Equity Awards at Fiscal Year-End

    | | Stock-Settled Appreciation Rights (SSARs) | | | | | | | Stock Award | | | | | Name | Grant Date | Grant Type(1) | Number of Securities Underlying Unexercised NQ Stock Options or SSARs Exercisable (#) | Number of Securities Underlying Unexercised NQ Stock Options or SSARs Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned NQ Stock Options or SSARs (#) | NQ Stock Options or SSARs Exercise Price ($) | NQ Stock Options or SSARs Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units Or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Frank K. Clyburn, Jr. | 2/14/2022 | 2022 LTIP | | | | | | | | 7,532 (3) | 609,886 | | | 3/1/2022 | DSU | | | | | | 5,296 (4) | 428,817 | | | | | 3/1/2022 | RSU | | | | | | 23,363 (5) | 1,891,702 | | | | | 3/1/2022 | SSAR | | 29,613 | | 128.41 | 3/1/2029 | (6) | | | | | | 3/1/2022 | PSU | | | | | | | | 7,666 (7) | 620,716 | | | 5/4/2022 | RSU | | | | | | 10,673 (8) | 864,193 | | | | | 5/4/2022 | SSAR | | 53,364 | | 126.49 | 5/4/2029 | (8) | | | | | | 3/7/2023 | 2023 LTIP | | | | | | | | 11,785 (18) | 954,231 | | | 5/3/2023 | RSU | | | | | | 35,006 (16) | 2,834,436 | | | | Glenn Richter | 10/1/2021 | RSU | | | | | | 11,812 (10) | 956,418 | | | | | 1/1/2022 | 2022 LTIP | | | | | | | | 945 (4) | 76,517 | | | 5/4/2022 | SSAR | | 43,482 | | 126.49 | 5/4/2029 | (9) | | | | | | 3/7/2023 | 2023 LTIP | | | | | | | | 2,857 (18) | 231,331 | | | 5/3/2023 | RSU | | | | | | 12,729 (16) | 1,030,667 | | | | Yuvraj Arora | 6/19/2023 | 2023 LTIP | | | | | | | | 5,331 (18) | 431,651 | | | 7/3/2023 | RSU | | | | | | 28,847 (17) | 2,335,742 | | | | Simon Herriott | 2/2/2017 | NQ Stock Options | 3,202 | | | 123.76 | 2/1/2027 | (11) | | | — | | | 2/15/2018 | NQ Stock Options | 1,356 | | | 149.65 | 2/14/2028 | (11) | | | | | | 8/5/2019 | NQ Stock Options | 11,702 | | | 95.28 | 8/5/2029 | (11) | | | | | | 2/19/2020 | NQ Stock Options | 2,823 | | | 77.16 | 2/18/2030 | (11) | | | | | | 5/5/2021 | RSU | | | | | | 346 (9) | 28,016 | | | | | 5/5/2021 | PRSU | | | | | | 1,244 (9) | 100,727 | | | | | 1/1/2022 | 2022 LTIP | | | | | | | | 451 (3) | 36,517 | | | 4/1/2022 | RSU | | | | | | 1,489 (13) | 120,564 | | | | | 5/4/2022 | RSU | | | | | | 1,660 (8) | 134,410 | | | | | 5/4/2022 | PRSU | | | | | | 2,988 (8) | 241,938 | | | | | 3/7/2023 | 2023 LTIP | | | | | | | | 1,071 (18) | 86,719 | | | 5/3/2023 | RSU | | | | | | 4,774 (16) | 386,551 | | | | | 7/1/2023 | 2023 LTIP | | | | | | | | 477 (18) | 38,623 | | | 7/3/2023 | RSU | | | | | | 1,881 (16) | 152,305 | | | | Jennifer Johnson | 2/15/2018 | NQ Stock Options | 747 | | | 149.65 | 2/14/2028 | (11) | | | | | | 8/5/2019 | NQ Stock Options | 11,702 | | | 95.28 | 8/5/2029 | (11) | | | | | | 2/19/2020 | NQ Stock Options | 3,137 | | | 77.16 | 2/18/2030 | (11) | | | | | | 5/5/2021 | PRSU | | | | | | 622 (9) | 50,363 | | | | | 5/5/2021 | RSU | | | | | | 346 (9) | 28,016 | | | | | 1/1/2022 | 2022 LTIP | | | | | | | | 354 (3) | 28,663 | | | 5/4/2022 | PRSU | | | | | | 2,544 (8) | 205,988 | | | | | 5/4/2022 | RSU | | | | | | 1,141 (8) | 92,387 | | | | | 3/7/2023 | 2023 LTIP | | | | | | | | 1,429 (18) | 115,706 | | | 5/3/2023 | RSU | | | | | | 6,365 (16) | 515,374 | | |

  178. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (1) 2022 LTIP = 2022-2024 Long-Term Incentive Plan Cycle |

  179. 2023 Outstanding Equity Awards at Fiscal Year-End

    2023 LTIP = 2023-2025 Long-Term Incentive Plan Cycle PRSU = Purchased Restricted Stock Unit PSU = Performance Stock Unit

  180. 2023 Outstanding Equity Awards at Fiscal Year-End

    | 88 | IFF | 2024 PROXY STATEMENT |

  181. 2023 Outstanding Equity Awards at Fiscal Year-End

    RSU = Restricted Stock Unit DSU = Deferred Stock Unit SSAR = Stock Settled Appreciation Right NQ Stock Options = Non-Qualified Stock Options

  182. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (2) The market value was determined based on the closing price of our common stock on December 31, 2023 ($80.97). |

  183. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (3) This amount represents the threshold number of shares of stock that remain subject to the achievement of specified performance objectives over the 3 years of the 2022-2024 LTIP cycle. |

  184. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (4) This award vests on March 1, 2027. |

  185. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (5) This award vests on March 1, 2025. |

  186. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (6) This award vests in three equal tranches. The first 9,871 SSARs vested on March 1, 2023. The third and fourth 9,871 will vest March 1, 2024 and March 1, 2025. |

  187. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (7) This award vests 25% on March 1, 2023, 25% on March 1, 2024 and 50% on March 1, 2025, subject to the applicable performance conditions being met. The first 25% equal to 10,221 shares was forfeited due to not meeting performance conditions and therefore did not vest on March 1, 2023. |

  188. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (8) This award vests on April 4, 2025. |

  189. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (9) This award vests on April 5, 2024. |

  190. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (10) This award had 11,812 RSUs vest on October 1, 2023 and has one remaining tranche of 11,812 which will vest on October 1, 2024. |

  191. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (11) These stock options are fully vested and fully exercisable. |

  192. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (12) This award vests on April 4, 2025. |

  193. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (13) This award vests in two equal tranches. The first 1,489 vested on April 1, 2023 and the second 1,489 vests on April 1, 2024. |

  194. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (14) This award vest one-third per year on July 1, 2024, July 1, 2025 and July 1, 2026. |

  195. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (15) This amount represents the threshold number of shares of stock that remain subject to the achievement of specified performance objectives over the three years of the 2023-2025 LTIP cycle. |

  196. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (16) This award vests one-third per year on May 3, 2024, May 3, 2025 and May 3, 2026. |

  197. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (17) This award vests 40% on May 3, 2024 and 60% on May 3, 2025. |

  198. 2023 Outstanding Equity Awards at Fiscal Year-End

    | IFF | 2024 PROXY STATEMENT | 89 |

  199. 2023 Stock Vested

    2023 Stock Vested The following table provides information regarding stock vested during 2023 for each of our NEOs. Mr. Herriott and Ms. Johnson hold options that are fully vested and exercisable. No SSARs were exercised by our NEOs during 2023.

  200. 2023 Stock Vested

    | | Stock Awards | | | | Name | Type of Award(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Frank K. Clyburn, Jr. | DSU(2) | 1,323 | 121,240 | | Glenn Richter | RSU(3) | 11,812 | 779,238 | | | LTIP(7) | 99 | 7,512 | | Simon Herriott | RSU(4) | 1,489 | 134,903 | | | RSU(5) | 617 | 59,312 | | | LTIP(7) | 286 | 21,702 | | Jennifer Johnson | RSU(6) | 1,041 | 70,850 | | | RSU(5) | 708 | 68,060 | | | LTIP(7) | 195 | 14,797 |

  201. 2023 Stock Vested

    | (1) RSU = Restricted Stock Unit |

  202. 2023 Stock Vested

    DSU = Restricted Deferred Stock Unit LTIP = 2021-2023 Long-Term Incentive Plan Cycle

  203. 2023 Stock Vested

    | (2) This award was granted to Mr. Clyburn on March 1, 2022, as a result of his hire on February 14, 2022. The award has five equal tranches vesting on March 1, 2023, March 1, 2024, March 1, 2025, March 1, 2026, and March 1, 2027. The amount shown as the Value Realized on Vesting is based on the closing market price of our common stock on March 1, 2023 ($91.64) multiplied by the tranche that vested in 2023. |

  204. 2023 Stock Vested

    | (3) This award was granted to Mr. Richter on October 1, 2021, as a result of his hire on September 27, 2021. The award has three equal tranches vesting on October 1, 2022, October 1, 2023 and October 1, 2024. The amount shown as the Value Realized on Vesting is based on the closing market price of our common stock on October 2, 2023, the first business day following the vesting date ($65.97) multiplied by the tranche that vested in 2023. |

  205. 2023 Stock Vested

    | (4) This award was granted to Mr. Herriott on April 1, 2022. The award vests in two equal tranches vesting on April 1, 2023 and April 1, 2024. The amount shown as the Value Realized on Vesting is based on the closing market price of our common stock on April 3, 2023, the first business day following the vesting date ($90.60) multiplied by the tranche that vested in 2023. |

  206. 2023 Stock Vested

    | (5) This award was granted to Mr. Herriott and Ms. Johnson on February 19, 2020. The award vested in three equal tranches vesting on February 19, 2021, February 19, 2022 and February 19, 2023. The amount shown as the Value Realized on Vesting is based on the average of the high and low of our common stock on February 17, 2023, the first business day preceding the vesting date, ($96.13) multiplied by the tranche that vested in 2023. |

  207. 2023 Stock Vested

    | (6) This award was granted to Ms. Johnson on November 1, 2021. The award vested in two equal tranches vesting on November 1, 2022 and November 1, 2023. The amount shown as the Value Realized on Vesting is based on the closing market price of our common stock on November 1, 2023 ($68.06) multiplied by the tranche that vested in 2023. |

  208. 2023 Stock Vested

    | (7) This award is the equity portion of the 2021-2023 LTIP award. The value realized is based on the closing market price of our common stock on March 1, 2024 ($75.88). |

  209. 2023 Stock Vested

    | 90 | IFF | 2024 PROXY STATEMENT |

  210. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation We offer our executives and other senior employees based in the United States an opportunity to defer compensation under our non-qualified deferred compensation plan, or DCP. The DCP allows these employees to defer salary, annual and long-term incentive awards and receipt of stock under some equity awards. There is no limit on the amount of compensation that a participant may elect to defer. Subject to certain limitations on the number of installments and periods over which installments will be paid, participants in the DCP elect the timing and number of installments as to which the participant’s DCP account will be settled. Deferred cash compensation may be treated at the election of the participant as invested in:

  211. Non-Qualified Deferred Compensation

    | • | a variety of equity and debt mutual funds offered by Fidelity Workplace Services LLC, which administers the DCP; |

  212. Non-Qualified Deferred Compensation

    | • | a fund valued by reference to the value of our common stock with dividends reinvested (the “IFF Stock Fund”); or |

  213. Non-Qualified Deferred Compensation

    | • | an interest-bearing account. |

  214. Non-Qualified Deferred Compensation

    Except for deferrals into the IFF Stock Fund, the participant may generally change his or her choice of funds at any time. For the interest-bearing account, our Human Capital & Compensation Committee establishes an interest rate each year that we intend to be equal to 120% of the applicable federal long-term interest rate. For 2022 this interest rate was 2.26% and for 2023 this interest rate was 5.92%. We make matching contributions under the DCP to make up for tax limitations on our matching contributions under our Retirement Investment Fund Plan, a 401(k) plan. The 401(k) plan provides for matching contributions at a rate of $1.00 for each dollar of contribution up to 6% of a participant’s salary. Tax rules limit the amount of the Company match under the 401(k) plan for our executives. The DCP matching contribution reflects the amount of the matching contribution that is limited by the tax laws. The same requirements under the 401(k) plan for matching, including vesting, apply to matching contributions under the DCP. These matching contributions automatically vest once a participant completes three years of service with our Company. RSUs granted to Directors under our equity compensation plans may also be deferred upon vesting. The following table provides information for our NEOs regarding participation in our DCP.

  215. 2023 Non-Qualified Deferred Compensation

    2023 Non-Qualified Deferred Compensation

  216. 2023 Non-Qualified Deferred Compensation

    | Name | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(3) | | Frank K. Clyburn, Jr. | — | — | — | — | — | | Glenn Richter | — | — | — | — | — | | Yuvraj Arora | 34,000 | — | 2,067 | — | 36,067 | | Simon Herriott | 50,760 | — | 3,513 | — | 54,273 | | Jennifer Johnson | — | — | — | — | — |

  217. 2023 Non-Qualified Deferred Compensation

    | (1) The amounts in this column are included in the Salary column for 2023 in the Summary Compensation Table and represent executive contributions deferred under the DCP during 2023. |

  218. 2023 Non-Qualified Deferred Compensation

    | IFF | 2024 PROXY STATEMENT | 91 |

  219. 2023 Non-Qualified Deferred Compensation

    | (2) No employer contributions were credited to participants’ accounts during 2023. |

  220. 2023 Non-Qualified Deferred Compensation

    | (3) Amounts reported in this column for each named executive officer include amounts reported in IFF’s Summary Compensation Table in previous years when earned if that officer’s compensation was required to be disclosed in a previous year. Amounts reported in such years include previously earned, but deferred, salary, AIP, LTIP and matching and premium contributions. This total reflects the cumulative value of each named executive officer’s deferrals, IFF contributions and investment experience. |

  221. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control With respect to Messrs. Clyburn, Richter, Arora, and Herriott, as well as Ms. Johnson, the following table shows the estimated payments and value of benefits that we would provide to such NEOs if the triggering events described in the heading of the table had occurred on December 31, 2023. Other than as set forth in “Compensation Discussion and Analysis — Other Separation Agreements,” we do not provide any additional benefits to our NEOs upon a voluntary resignation or termination for Cause. Certain assumptions made for purposes of presenting this information and certain amounts not reflected in the table are explained below or in the footnotes to the table. With respect to the information in the following table, the per-share market price of our common stock is assumed to be $80.97, the actual closing price per share on the last trading day of 2023. In preparing the estimates in this table, we have assumed that any CiC would also constitute a “change in ownership and control” for purposes of the golden parachute excise tax rules. All amounts included in the table are stated in the aggregate, even if the payments will be made on a monthly basis. Except as noted in footnote 7 of the table below, these amounts do not include payments and benefits to the extent that they are provided on a non-discriminatory basis to salaried employees generally upon termination of employment. The salary, AIP award and LTIP award otherwise payable to each NEO through December 31, 2023, is included in the Summary Compensation Table.

  222. Potential Payments upon Termination or Change in Control

    | IFF | 2024 PROXY STATEMENT | 97 |

  223. Potential Payments upon Termination or Change in Control

    In addition to the amounts set forth in the table below, in the event of a CiC and absent a subsequent deferral election, the aggregate balance held in our DCP for each of our NEOs who participate in that plan would be automatically accelerated and settled within five business days of the CiC. As of December 31, 2023, two of the NEOs reported below had a DCP balance.

  224. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control

  225. Potential Payments upon Termination or Change in Control

    | | Involuntary Termination Not for Cause or for Good Reason Prior to or More Than 2 Years After a CiC | Termination Due to Death (1) | Separation Due to Retirement or Disability Prior to or More Than 2 Years After a CiC (2) | Involuntary Termination Not for Cause or for Good Reason Within 2 Years After a CiC | Separation Due to Retirement or Disability Within 2 Years After a CiC (2) | | Frank K. Clyburn, Jr. | | | | | | | Salary | $2,600,000 | $— | $— | 3,900,000 (3) | $— | | AIP | 3,900,000 (4) | — | — | 5,850,000 (5) | — | | LTIP (6) | — | — | — | — | — | | Equity (7) | 9,333,656 | 11,394,916 | — | 11,394,916 | 11,394,916 | | Benefits Continuation (8) | 41,186 | | — | 41,186 | — | | Executive Death Benefit (9) | — | 2,550,000 | — | — | — | | Total | $15,874,842 | $13,944,916 | $— | $21,186,102 | $11,394,916 | | Glenn Richter | | | | | | | Salary | $1,203,750 | $— | $— | $1,605,000 (3) | $— | | AIP | 1,083,375 (4) | — | — | 1,444,500 (5) | — | | LTIP (6) | 366,164 | 366,164 | 366,164 | 366,164 | 366,164 | | Equity (7) | 1,884,505 | 1,884,505 | 1,884,505 | 2,498,419 | 1,884,505 | | Benefits Continuation (8) | 30,890 | — | — | 30,890 | — | | Executive Death Benefit (9) | — | 1,555,000 | — | — | — | | Total | $4,568,684 | $3,805,669 | $2,250,669 | $5,944,973 | $2,250,669 | | Yuvraj Arora | | | | | | | Salary | $1,020,000 | $— | $— | $1,360,000 | $— | | AIP | 489,600 (4) | — | — | 1,224,000 (5) | — | | LTIP (6) | — | — | — | — | — | | Equity (7) | 2,909,646 | 2,909,646 | — | 2,909,646 | 2,909,646 | | Benefits Continuation (8) | 45,078 | | | 45,078 | | | Executive Death Benefit (9) | — | 1,310,000 | — | — | — | | Total | $4,464,324 | $4,219,646 | $— | $5,539,124 | $2,909,646 | | Simon Herriott | | | | | | | Salary | $990,000 | $— | $— | $1,320,000 | $— | | AIP | 792,000 (4) | — | — | 1,056,000 (5) | — | | LTIP (6) | 174,760 | 174,760 | — | 174,760 | 174,760 | | Equity (7) | 381,059 | 381,059 | — | 1,428,421 | 381,059 | | Benefits Continuation (8) | 31,896 | — | — | 31,896 | — | | Executive Death Benefit (9) | — | 1,270,000 | — | — | — | | Total | $2,369,715 | $1,825,819 | $— | $4,011,077 | $555,819 | | Jennifer Johnson | | | | | | | Salary | $948,750 | $— | $— | $1,265,000 | $— | | AIP | 759,000 (4) | — | — | 1,012,000 (5) | — | | LTIP (6) | 137,312 | 137,312 | — | 137,312 | 137,312 | | Equity (7) | 301,504 | 301,504 | — | 1,122,311 | 301,504 | | Benefits Continuation (8) | — | — | — | — | — | | Executive Death Benefit (9) | — | 1,215,000 | — | — | — | | Total | $2,146,566 | $1,653,816 | $— | $3,536,623 | $438,816 |

  226. Potential Payments upon Termination or Change in Control

    | 98 | IFF | 2024 PROXY STATEMENT |

  227. Potential Payments upon Termination or Change in Control

    | (1) The amounts in this column represent payments made in the event of the death of the executive either prior to, within two years or more than two years after a CiC, assuming a termination date of December 31, 2023. With respect to amounts shown in the AIP row, if the death of an executive occurred within two years of a CiC, this amount may change as it is the prorated amount of the executive’s target bonus in the year of termination. |

  228. Potential Payments upon Termination or Change in Control

    | (2) Pursuant to the terms of the ESP, an executive who elects to retire after attaining age 62 is entitled to the benefits in this column (less any disability insurance proceeds). |

  229. Potential Payments upon Termination or Change in Control

    | (3) Pursuant to the terms of our ESP, if severance payments are deemed to trigger the excise tax imposed by IRC Section 4999, the executive would receive the greater net after-tax benefit of either (i) receipt of full severance payments and executive pays the excise tax or (ii) a reduction to cash severance to the “safe harbor” level so as not to trigger the excise tax. In Mr. Richter’s case, reduction to cash severance to the “safe harbor” level results in the greater net after tax benefit. For Messrs. Clyburn and Arora, payment of the excise tax would result in the greater benefit. |

  230. Potential Payments upon Termination or Change in Control

    | (4) This amount represents (i) for Mr. Clyburn, 2.0x of the target annual incentive under the AIP for 2023 and (ii) for Messers. Richter, Herriott, Arora and Ms. Johnson, 1.5x the executive’s target annual incentive under the AIP for 2023; however, for Mr. Arora this amount is prorated for the number of active days of employment with the Company during the performance period. This amount does not take into account any actual AIP amounts paid for 2023, which are set forth in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. |

  231. Potential Payments upon Termination or Change in Control

    | (5) This amount represents (i) for Mr. Clyburn, 3.0x of the target annual incentive under the AIP for 2023 and (ii) for Messers. Richter, Herriott, Arora and Ms. Johnson, 2.0x the executive’s target annual incentive under the AIP for 2023; however, for Mr. Arora this amount is prorated for the number of active days of employment with the Company during the performance period. This amount does not take into account any actual AIP amounts paid for 2023, which are set forth in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. |

  232. Potential Payments upon Termination or Change in Control

    | (6) The amounts in this row are the LTIP amounts that would be payable as severance in cash with respect to the 2021-2023 and 2022-2024 LTIP cycles, based on prorated target LTIP for the relevant LTIP cycles in progress. Prorated amounts are based on the number of days worked in each performance period divided by the total number of days in each performance period for each relevant LTIP cycle. |

  233. Potential Payments upon Termination or Change in Control

    | (7) For termination due to involuntary termination not for Cause or by the executive for Good Reason absent a CiC, this amount represents the value of equity that would continue to vest or immediately vest according to the schedule shown below. For termination due to death or disability more than two years prior to a CiC, the amounts in this row represent the aggregate value of RSU, SSARs and PRSU awards that would immediately vest upon occurrence of the termination event. For termination events within two years after a CiC, the amounts in this row represent the aggregate in-the-money value of the SSARs, PSUs, RSUs, PRSUs and other equity awards that would become immediately vested as a direct result of the CiC before the stated vesting date specified in the applicable equity award document. The calculation of these amounts does not discount the value of awards based on the portion of the vesting period elapsed at the date of the CiC. |

  234. Potential Payments upon Termination or Change in Control

    | Grant Type | Treatment | | Mr. Clyburn sign-on award | Full continued vesting | | Mr. Richter sign-on award | Full continued vesting (only applies to a termination not for cause) | | Mr. Arora sign-on award | Full accelerated vesting | | Annual equity awards and all other sign-on awards | Pro-rata continued vesting |

  235. Potential Payments upon Termination or Change in Control

    | IFF | 2024 PROXY STATEMENT | 99 |

  236. Potential Payments upon Termination or Change in Control

    | (8) Amounts in this row are the costs to provide benefits continuation, including medical and dental. The amounts for medical and dental benefits are the COBRA costs for the covered period based on assumptions used for financial reporting purposes. Ms. Johnson did not participant in the IFF medical plans in 2023; therefore. there are no COBRA costs to report. |

  237. Potential Payments upon Termination or Change in Control

    | (9) The amounts in this row are the amounts that would be payable under our Executive Death Benefit Plan upon the death of the NEO. Our Executive Death Benefit Plan provides participants, including each of the NEOs, with a pre-retirement death benefit equal to twice the participant’s annual base salary less $50,000 (the death benefit provided by our basic group term life insurance plan). |

  238. Pay Ratio

    Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the median annual total compensation of our employees and the annual total compensation of our CEO in 2023, Mr. Clyburn. We selected December 31, 2023 as the date for identifying the median employee. On that date, our employee population consisted of approximately 21,500 individuals working at our parent company and consolidated subsidiaries. Approximately 5,200 employees were located in the U.S. and 16,300 were located outside the U.S. We identified our median employee by calculating the amount of base pay paid to all of our employees (other than the CEO). We did not include annual incentive compensation or equity-based awards for our employees. We did not make any cost of living adjustments, but did annualize the compensation of any employees hired during 2023. As permitted by the pay ratio rules, we excluded employees from India, totaling 949 employees (or approximately 4.4% of our global workforce). Based on this methodology, the median employee was a full-time, non-exempt employee in our South Brunswick, New Jersey location in the U.S. We calculated the 2023 total annual compensation of such employee in accordance with the requirements of the executive compensation rules for the Summary Compensation Table (Item 402(c)(2)(x) of Regulation S-K). Under this calculation, the median employee’s annual total compensation was $57,024. The ratio of annual total compensation of our CEO to our median employee for fiscal 2023 was 188 to 1.

  239. Pay Ratio

    | 100 | IFF | 2024 PROXY STATEMENT |

  240. Pay versus Performance (“PvP”)

    Pay versus Performance (“PvP”) As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last four completed calendar years. In determining the “compensation actually paid” (“CAP”) to our NEOs, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table (“SCT”) in previous years, as the SEC’s valuation methods for this section differ from those required in the SCT. The PvP table below summarizes compensation values both previously reported in our SCT, as well as the adjusted values required in this section for the 2020, 2021, 2022 and 2023 calendar years. Note that for our NEOs other than our Chief Executive Officer (the “CEO”), compensation is reported as an average. The Human Capital & Compensation Committee does not utilize CAP as the basis for making compensation decisions, and it evaluates performance for purposes of incentive payouts using a more comprehensive set of metrics than required by the SEC for purposes of this disclosure.

  241. Pay versus Performance (“PvP”)

    | Year | Summary Compensation Table Total for Mr. Clyburn(1)($) | Summary Compensation Table Total for Mr. Fibig(1)($) | Compensation Actually Paid to Mr. Clyburn(1)($) | Compensation Actually Paid to Mr. Fibig(1)($) | Average Summary Compensation Table Total for Non-CEO NEOs ($)(2)(3)(4)(5) | Average Compensation Actually Paid to Non-CEO NEOs ($)(2)(3)(4)(5) | Value of Initial Fixed $100 Investment Based On: | | Net Income (Loss) ($ in Millions)(7) | Currency Neutral Sales Growth (%)(8) | | | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(6) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | | 2023 | 10,747,653 | | 2,413,620 | | 3,333,676 | 2,283,835 | 71 | 127 | (2,567) | (1.4)% | | 2022 | 19,271,654 | 11,800,037 | 15,327,178 | 8,911,848 | 5,369,203 | 3,743,462 | 88 | 110 | (1,871) | 9.3% | | 2021 | | 9,767,380 | | 12,525,503 | 3,148,004 | 3,170,578 | 123 | 151 | 270 | 7.8% | | 2020 | | 7,731,147 | | 4,403,472 | 2,060,046 | 1,286,913 | 87 | 117 | 363 | —% |

  242. Pay versus Performance (“PvP”)

    | (1) Mr. Frank Clyburn joined as our CEO and as a director and Chair of the Board on February 14, 2022. Mr. Andreas Fibig ceased serving as our CEO and as a director and Chair of the Board as of February 14, 2022 and departed the company on March 14, 2022. |

  243. Pay versus Performance (“PvP”)

    | (2) Non-CEO NEOs for 2023 were: Mr. Glenn Richter, Mr. Yuvraj Arora, Mr. Simon Herriott and Ms. Jennifer Johnson. |

  244. Pay versus Performance (“PvP”)

    | (3) Non-CEO NEOs for 2022 were: Mr. Glenn Richter, Mr. Nicolas Mirzayantz (Former President, Nourish), Ms. Deborah Borg (EVP, Chief Human Resources, Communication and DE&I Officer), Mr. Ralf Finzel (EVP, Global Operations Officer) and Mr. Francisco Fortanet (Former EVP, Global Operations Officer). |

  245. Pay versus Performance (“PvP”)

    | (4) Non-CEO NEOs for 2021 were: Mr. Glenn Richter, Mr. Nicolas Mirzayantz, Mr. Francisco Fortanet, Dr. Susana Suarez Gonzalez (Former EVP, Chief Human Resources, Communication and DE&I Officer), Mr. Rustom Jilla (Former CFO), Ms. Kathy Fortmann (Former President, Nourish) and Ms. Anne Chwat (Former General Counsel). |

  246. Pay versus Performance (“PvP”)

    | (5) Non-CEO NEOs for 2020 were: Mr. Nicolas Mirzayantz, Mr. Rustom Jilla, Ms. Anne Chwat, Mr. Matthias Hanei (Former Division CEO, Taste), and Mr. Richard O’Leary (Former CFO). |

  247. Pay versus Performance (“PvP”)

    | (6) The Peer Group used for this calculation was the S&P 500 Specialty Chemicals Index which is also reported on Form 10-K in the Performance Graph. |

  248. Pay versus Performance (“PvP”)

    | (7) Net Income (Loss) reflected represents GAAP Net Income (Loss) as reported on Form 10-K in the Results of Operations Statement. The 2023 Net Loss of ($2.567 billion) reflects a $2.623 billion impairment of goodwill in the Nourish reporting unit. Excluding all one-time adjustments for 2023, the Adjusted Net Income was $56 million. |

  249. Pay versus Performance (“PvP”)

    | (8) Currency Neutral Sales Growth is the company-selected performance measure, per the requirements of Item 402(v) of Regulation S-K and is discussed and reported in “Compensation Discussion and Analysis - 2023 Direct Compensation.” |

  250. Pay versus Performance (“PvP”)

    | IFF | 2024 PROXY STATEMENT | 101 |

  251. Average Non-CEO NEO Compensation

    | (2) There is no service cost or prior service cost adjustment for pension benefits as the pension plan benefits applicable to NEOs were frozen for additional accruals as of December 31, 2007. |

  252. Relationship of Compensation Actually Paid to Performance Measures

    Relationship of Compensation Actually Paid to Performance Measures The following charts describe the relationship of Compensation Actually Paid to the performance measures listed in the PvP Tables above.

  253. Compensation Actually Paid (“CAP”) vs. IFF 4-year Cumulative TSR vs. Peer Group 4-year Cumulative TSR

    Compensation Actually Paid (“CAP”) vs. IFF 4-year Cumulative TSR vs. Peer Group 4-year Cumulative TSR

  254. Compensation Actually Paid (“CAP”) vs. IFF 4-year Cumulative TSR vs. Peer Group 4-year Cumulative TSR

    | 104 | IFF | 2024 PROXY STATEMENT |

  255. Compensation Actually Paid (“CAP”) vs. Net-Income vs. Adjusted Net-Income

    Compensation Actually Paid (“CAP”) vs. Net-Income vs. Adjusted Net-Income Adjusted Net Income is included in the chart above as supplemental information as it excludes one-time events that have low correlation to compensation actually paid. For 2023, the primary driver of the difference in adjusted net income and net (loss) of ($2.567 billion) is driven by a $2.623 billion impairment of goodwill in the Nourish reporting unit reflected in the net (loss) for 2023.

  256. Compensation Actually Paid (CAP) vs. Company Selected Measure (CSM): Currency Neutral Sales Growth

    Compensation Actually Paid (CAP) vs. Company Selected Measure (CSM): Currency Neutral Sales Growth

  257. Compensation Actually Paid (CAP) vs. Company Selected Measure (CSM): Currency Neutral Sales Growth

    | IFF | 2024 PROXY STATEMENT | 105 |

  258. What are the requirements to elect the director nominees and to approve each of the proposals in this proxy statement?

    What are the requirements to elect the director nominees and to approve each of the proposals in this proxy statement?

  259. What are the requirements to elect the director nominees and to approve each of the proposals in this proxy statement?

    | Management Proposals | | Vote Required | | 1. | Election of Directors | Majority of Votes Cast | | 2. | Ratification of Independent Registered Public Accounting Firm | Majority of Votes Cast | | 3. | Say on Pay | Majority of Votes Cast | | 4. | Amended and Restated 2021 Stock Award and Incentive Plan | Majority of Votes Cast | | Shareholder Proposal | | Vote Required | | 5. | Third-Party Assessment on the Company’s Commitment to Freedom of Association and Collective Bargaining Rights | Majority of Votes Cast |