DEF 14A of International Flavors & Fragrances Inc, Mar 18, 2025

DEF 14A of International Flavors & Fragrances Inc

Filed Mar 18, 2025 · FY20240001140361-25-009165

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 | 66 | | | | | | | Mark J. Costa Chairman and Chief Executive Officer Eastman Chemical Company | | 2023 | 59 | | | | | | | John F. Ferraro Former Global Chief Operations Officer Ernst & Young | | 2015 | 69 | | | | | | | J. Erik Fyrwald Chief Executive Officer IFF | | 2024 | 65 | | | | | | | Vincent J. Intrieri Founder and Chief Executive Officer VDA Capital Management LLC | | 2025 | 68 | | | | | | | Cynthia T. Jamison Former Chief Financial Officer AquaSpy, Inc. | | 2025 | 65 | | | | | | | Mehmood Khan Chief Executive Officer Hevolution Foundation | | 2025 | 66 | | | | | | | Kevin O’Byrne Former Chief Financial Officer and Director J Sainsbury plc | | 2023 | 60 | | | | | | | Margarita Paláu-Hernández Founder and Chief Executive Officer Hernández Ventures | | 2024 | 68 | | | | | | | Dawn C. Willoughby Former Executive Vice President and Chief Operating Officer The Clorox Company | | 2023 | 55 | | | | | |

  3. Director Nominees

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

  4. Director Nominees

    | * The Committee Memberships are expected following the 2025 Annual Meeting. For more details, please see page 6 “Nominees for Director.” |

  5. Director Nominees

    | IFF | 2025 PROXY STATEMENT | iii |

  6. 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 2025 Annual Meeting, each for a one-year term that expires at the 2026 Annual Meeting:

  7. Our Board

    | Kevin O’Byrne (Chair)* | | | Kathryn J. Boor | Cynthia T. Jamison | | Mark J. Costa | Mehmood Khan | | John F. Ferraro | Margarita Paláu-Hernández | | J. Erik Fyrwald | Dawn C. Willoughby | | Vincent J. Intrieri | |

  8. Our Board

    | * Term as Chair to begin upon reelection at 2025 Annual Meeting. |

  9. 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 2025 Annual Meeting, our Board may decrease the number of directors to be elected or designate a substitute nominee for that vacancy.

  10. Director Nominee Experience, Qualifications, Diversity

    Director Nominee Experience, Qualifications, Diversity

  11. Nominees for Director*

    Nominees for Director*

  12. Kathryn J. Boor

    Kathryn J. Boor

  13. Kathryn J. Boor

    | Director Since: 2021 Committees: • Innovation (Chair)** • Governance & Corporate Responsibility Age: 66 | Business Experience Ms. Boor is the Dean of the Graduate School and Vice Provost for Graduate Education at Cornell University. Serving in this role since 2020, Ms. Boor is the chief academic and administrative officer for Cornell’s Graduate School, where she is responsible for oversight of more than eighty graduate fields populated by more than 5,000 research Masters, Ph.D., and professional degree students. From 2010 until 2020, she served as the Ronald P. Lynch Dean of the College of Agriculture and Life Sciences at Cornell University; Cornell’s second largest college with an annual operating budget of ~$500 million. Ms. Boor also served as Chair of the Food Science Department from 2007 until 2010, and as a Food Science professor, leading active research laboratories from 1994 until 2020, garnering millions of dollars in competitive funding from the National Institutes of Health, the USDA, and the US Sea Grant program, among others. 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 • Board Member, US-Israel Binational Agricultural Research and Development Fund • USAID Feed the Future, Chair, Food Safety Innovation Lab Advisory Committee • Fellow, American Association for the Advancement of Science • Fellow, Institute of Food Technologists • Fellow, American Academy of Microbiology • Fellow, International Academy of Food Science and Technology |

  14. Kathryn J. Boor

    | * Committee appointments as of March 18, 2025. Committee appointments are expected to remain the same following the 2025 Annual Meeting, unless otherwise indicated. |

  15. Kathryn J. Boor

    | ** Ms. Boor is expected to no longer serve as the Chair for the Innovation Committee following the 2025 Annual Meeting. She will remain as a member of the Innovation Committee. |

  16. Kathryn J. Boor

    | 6 | IFF | 2025 PROXY STATEMENT |

  17. Kathryn J. Boor

    | Director Since: 2023 Committees: • Audit • Human Capital & Compensation Age: 59 | 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 • Board Member of Business Roundtable (2025) • Member of Society of Chemical Industry |

  18. Kathryn J. Boor

    | IFF | 2025 PROXY STATEMENT | 7 |

  19. John F. Ferraro

    John F. Ferraro

  20. John F. Ferraro

    | Director Since: 2015 Committees: • Human Capital & Compensation (Chair) Age: 69 | Business Experience Mr. Ferraro was the Global Chief Operating Officer of Ernst & Young (EY), a global professional services organization, from 2007 to January 2015. In that role, he was responsible for the overall operations and services of EY worldwide. Prior to the Global Chief Operating Officer role, Mr. Ferraro served in several leadership positions, including Global Vice Chair of Audit and as the senior advisory partner on some of the firm’s largest accounts. He began his career with EY Milwaukee in 1976 and has served a variety of global companies. 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 significant depth in both finance and global operations management through his experience with large and global corporations while working at EY. He has an extensive background as a manager and executive in the professional services industry. We benefit from Mr. Ferraro’s significant experience in accounting, financial oversight, compliance and risk management, which enables him to assist the Board in identifying trends and developments that affect public companies. 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 • Board Member of TEI Group Holdings LP, which purchased Triumvirate Environmental Inc. at the end of 2024, a provider of waste management and environmental solutions • Founder of RP Intellectual Partners LLC (a successor to a part of Alpha Alpha Intellectual Properties, LLC), a firm investing in intellectual properties focused on technology • Former Member of the Global Executive Board of Ernst & Young from 2001 until 2002 and 2004 until 2014 • Trustee Emeritus of Marquette University • Former Chair of the Board of Trustees of Boston College High School • Founder of the Audit Committee Leadership Network • Practiced as a CPA and is a member of the American Institute of Certified Public Accountants |

  21. John F. Ferraro

    | 8 | IFF | 2025 PROXY STATEMENT |

  22. J. Erik Fyrwald

    J. Erik Fyrwald

  23. J. Erik Fyrwald

    | Director Since: 2024 Committees: • Innovation Age: 65 | 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 and Company, a pharmaceutical company that develops, manufactures and sells prescription drugs and other healthcare products Additional Accomplishments and Memberships • Former 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 |

  24. J. Erik Fyrwald

    | IFF | 2025 PROXY STATEMENT | 9 |

  25. Vincent J. Intrieri

    Vincent J. Intrieri

  26. Vincent J. Intrieri

    | Director Since: 2025 Committees: • Audit Age: 68 | Business Experience Mr. Intrieri is the Founder and CEO of VDA Capital Management LLC, a private investment fund established in 2017. He previously worked for Carl Icahn-related entities in various investment roles from 1998 to 2016, including serving as senior managing director of Icahn Capital LP from 2008 to 2016. In addition, from 2004 to 2016, Mr. Intrieri was a Senior Managing Director of Icahn Onshore LP, the general partner of Icahn Partners LP, and Icahn Offshore LP, the general partner of Icahn Partners Master Fund LP. Mr. Intrieri previously was a partner at Arthur Andersen and a portfolio manager for Distressed Investment at Elliott Associates. Education Mr. Intrieri holds a bachelor’s degree in Accounting, with Distinction, from The Pennsylvania State University and was a certified public accountant. Qualifications Mr. Intrieri brings a number of valuable characteristics to our Board, including his significant public company board experience, investor engagement, financial expertise and his experience as a Chief Executive Officer. | Public Board Memberships • Hertz Global Holdings Inc., a car rental company • Transocean LTD, an American drilling company • SandRidge Energy Inc., an independent oil and gas company engaged in the development and acquisition of oil and gas properties Additional Accomplishments and Memberships • Member of the Advisory Board for the Black School of Business at Penn State - Behrend • Former Director of Navistar International Corporation from 2012 to 2021 • Former Director of Chesapeake Energy Corporation from 2012 to 2016 • Former Director of Federal-Mogul Holdings Corporation from 2007 to 2013 • Former Director at 10 or more Public companies over the prior 15-year period |

  27. Vincent J. Intrieri

    | 10 | IFF | 2025 PROXY STATEMENT |

  28. Cynthia T. Jamison

    Cynthia T. Jamison

  29. Cynthia T. Jamison

    | Director Since: 2025 Committees: • Audit • Governance & Corporate Responsibility* Ms. Jamison is expected to be appointed the Chair of the Audit Committee following the 2025 Annual Meeting. Age: 65 | Business Experience Ms. Jamison served as the Chief Financial Officer of AquaSpy, lnc., an Australian environmentally responsible irrigation company, from 2009 until 2013. Previously, Ms. Jamison served as a partner with Tatum, LLP from June 1999 through May 2009. She has been the Chief Financial Officer or Chief Operating Officer of several publicly and privately held companies including eMac, lnc, a joint venture between McDonald’s Corporation and KKR & Co. L.P., Cosi, lnc., the casual dining chain, SurePayroll, a payroll processing firm, and Illinois Superconductor, a radio frequency cellular technology company. From 2006 on, Ms. Jamison was in a Managing Partner role within Tatum, LLP, and served in several additional capacities, including as Managing Partner of the CFO Services practice where she led 300+ CFO partners and sat on the firm’s Operating Committee. Prior to her CFO roles, Ms. Jamison held Executive/Financial leadership roles at Arthur Andersen, Kraft General Foods, Hewitt Associates, Allied Domecq (Dunkin’ Donuts/Baskin Robbins) and Chart House Enterprises. Education Ms. Jamison earned a B.A. in Political Science and Economics from Duke University and an MBA from the University of Chicago in Finance. Ms. Jamison is also a certified public accountant. Qualifications Ms. Jamison is a skilled Chief Financial Officer with extensive board and finance experience gained during previous executive positions. | Public Board Memberships • The ODP Corporation, a leading provider of office products • Darden Restaurants, a hospitality company • Tractor Supply Company, a retail company, from 2002 to 2023 • B&G Foods, an American branded foods company, from 2004 to 2015 Additional Accomplishments and Memberships • Board Member of Save the Children • Former Board Member of Big Lots, Inc. • Former Board Member of Cellu Tissue Holdings, Inc. • Former Board Member of Horizon Organic Holding Corporation • Completed a four-year term as a member of FASAC, the advisory board to the Financial Accounting Standards Board (FASB) • NACD Board Leadership Fellow and awarded the “Top 100 Director” honor in 2017 • Frequent keynote speaker on topics related to CFO and board governance • Quoted as a financial/economic expert in Forbes, The Wall Street Journal, Newsweek, CFO Magazine, Agenda, Board Member and The Economist |

  30. Cynthia T. Jamison

    | * Ms. Jamison is expected to join the Governance & Corporate Responsibility Committee following the 2025 Annual Meeting. |

  31. Cynthia T. Jamison

    | IFF | 2025 PROXY STATEMENT | 11 |

  32. Mehmood Khan

    Mehmood Khan

  33. Mehmood Khan

    | Director Since: 2025 Committees: • Innovation • Governance & Corporate Responsibility* Mr. Khan is expected to be appointed the Chair of the Innovation Committee following the 2025 Annual Meeting. Age: 66 | Business Experience Mr. Khan is the CEO of Hevolution Foundation, a first-of-its-kind global non-profit organization with a mission to extend healthy lifespan for people everywhere. He was the Executive Chair of Life Biosciences after serving as the CEO from 2019 until 2024. Prior to this role, Mr. Khan served as PepsiCo’s Vice Chairman and Chief Scientific Officer of Global Research and Development. Prior to joining PepsiCo, he was President of Takeda Global Research & Development Center, overseeing Takeda Pharmaceuticals Company’s worldwide R&D efforts. Mr. Khan was also a faculty member at the Mayo Clinic and Mayo Medical School, serving as Director of the Diabetes, Endocrine and Nutritional Trials Unit in the endocrinology division. He also spent nine years leading programs in diabetes, endocrinology, metabolism and nutrition for the Hennepin County Medical Center. Education Mr. Khan has a medical degree from the University of Liverpool, is a Fellow of the Royal College of Physicians, London and of the American College of Endocrinology, an Elected Fellow in the Department of Pharmacology at University of Oxford and holds two Honorary Ph.D.s in Humanities and International Law. Qualifications Mr. Khan is a highly skilled medical practitioner and researcher with extensive experience in both developing and developed markets. He has a deep knowledge of creating sustainable initiatives and track record of leading research and development efforts to create breakthrough innovations. | Public Board Memberships • Reckitt Benckiser, a multinational company that manufactures and markets products for the home, health and personal care • CorMedix Inc., a biopharmaceutical company developing and commercializing therapeutic products for the prevention and treatment of infectious and inflammatory diseases Additional Accomplishments and Memberships • Member of the Board, Research Development & Innovation Authority (RDIA) • Member of the Saudi National Biotechnology Strategy Steering Committee • Fellow of the Royal College of Physicians in London • Fellow of the American College of Endocrinology • Elected Fellow in the Department of Pharmacology at University of Oxford • Past Chair, Visiting Committee Advanced Technology, US National Institute Standards and Technology (NIST) |

  34. Mehmood Khan

    | * Mr. Khan is expected to join the Governance & Corporate Responsibility Committee following the 2025 Annual Meeting. |

  35. Mehmood Khan

    | 12 | IFF | 2025 PROXY STATEMENT |

  36. Kevin O’Byrne

    Kevin O’Byrne

  37. Kevin O’Byrne

    | Director Since: 2023 Committees: • Audit • Innovation* • Governance & Corporate Responsibility** Mr. O’Byrne is expected to be appointed Non-Executive Chair of the Board following the 2025 Annual Meeting. Age: 60 | 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 plc 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 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 • Chair of Centrica plc, an energy and services company • J Sainsbury plc, the second largest retailer in the United Kingdom, from 2017 to 2023 • Kingfisher plc, an international home improvement company, from 2008 to 2015 • Land Securities Group plc, a commercial property development and investment company in the United Kingdom, from 2008 to 2017 Additional Accomplishments and Memberships • Campaign Council member Integrated Education Fund |

  38. Kevin O’Byrne

    | * Mr. O’Byrne is expected to no longer serve on the Innovation Committee following the 2025 Annual Meeting. |

  39. Kevin O’Byrne

    | ** Mr. O’Byrne is expected to no longer serve as the Chair for the Governance & Corporate Responsibility Committee following the 2025 Annual Meeting. He will remain as a member of the Governance & Corporate Responsibility Committee. |

  40. Kevin O’Byrne

    | IFF | 2025 PROXY STATEMENT | 13 |

  41. Kevin O’Byrne

    | Director Since: 2024 Committees: • Audit • Human Capital & Compensation Age: 68 | Business Experience Ms. Paláu-Hernández is the Founder and Chief Executive Officer of Hernández Ventures since November 1988, a privately held enterprise involved in Spanish media, business and real estate ventures. In September of 2018, she was nominated to serve as a Representative of the United States of America to the Seventy-third Session of the General Assembly of the United Nations, with the personal Rank of Ambassador. Prior to founding Hernández Ventures, from 1985 to 1988, Ms. Paláu-Hernández was an attorney with the law firm of McCutcheon, Black, Verleger & Shea where she focused on domestic and international business and real estate transactions. Education Ms. Paláu-Hernández holds a bachelor’s degree, Magna Cum Laude, from the University of San Diego and a Juris Doctor degree from UCLA School of Law. Qualifications Ms. Paláu-Hernández’s legal expertise, consumer insights, 30 plus years of global and emerging market experience, together with her public company director background are invaluable to our Company. | Public Board Memberships • Conduent Incorporated, a global technology-led business processing company providing digital platforms for companies and governments Additional Accomplishments and Memberships • Board member of National Museum of the American Latino at the Smithsonian • Board Member of Ronald Reagan UCLA Medical Center Board of Advisors • Chair of Yale School of Management Council of Global Advisors • Ex Officio Board Member of Yale School of Management Board of Advisors • Emeritus Board Member of UCLA Law Women L.E.A.D. • Trustee Emeritus of UCLA School of Law Board of Advisors • Trustee Emeritus of University of San Diego Board of Trustees |

  42. Kevin O’Byrne

    | 14 | IFF | 2025 PROXY STATEMENT |

  43. Dawn C. Willoughby

    Dawn C. Willoughby

  44. Dawn C. Willoughby

    | Director Since: 2023 Committees: • Human Capital & Compensation • Governance & Corporate Responsibility • Innovation* Ms. Willoughby is expected to be appointed the Chair of the Governance & Corporate Responsibility Committee following the 2025 Annual Meeting. Age: 55 | 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 is 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) |

  45. Dawn C. Willoughby

    | * Ms. Willoughby is expected to join the Innovation Committee following the 2025 Annual Meeting. |

  46. Dawn C. Willoughby

    | IFF | 2025 PROXY STATEMENT | 15 |

  47. Dawn C. Willoughby

    | Corporate Governance |

  48. Director Compensation Program

    Director Compensation Program

  49. 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 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”) to the 2025 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 Amended and Restated Stock Award and Incentive Plan (“2021 A&R SAIP”) on the date of the 2024 Annual Meeting. These RSUs vest one year from the grant date and are subject to accelerated vesting upon a change in control. The 1,875 RSUs granted to each director on the date of the 2024 Annual Meeting were calculated using the closing market price of our common stock on the grant date. Ms. Margarita Paláu-Hernández was appointed as a director effective June 3, 2024, and therefore received a pro-rated grant of 1,543 RSUs on July 1, 2024, which was 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.

  50. 2025 Annual Director Compensation

    2025 Annual Director Compensation In October 2024, the Board of Directors approved changes to the director compensation program as of the service year starting at the 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”). Each non-employee director will receive an annual retainer of $300,000 (previously $270,000), of which $100,000 will be paid in cash in November 2025 and $200,000 will be paid in RSUs issued under our 2021 A&R SAIP on the date of the 2025 Annual Meeting. Also, the Non-Executive Chair will receive an additional retainer of $200,000 (previously $150,000), of which $66,667 (33%) will be paid in cash and $133,333 (67%) will be paid in RSUs, and the Chair of the Audit Committee will receive an additional annual cash retainer of $25,000 (previously $20,000). The additional cash retainers for other committee chairs will remain as described above. The above changes position director compensation within the median range of pay levels among IFF’s executive compensation peer companies based on information and recommendations provided by FW Cook.

  51. 2024 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 | 157,481 | — | 284,981 | | Mark J. Costa | 112,500 | 157,481 | — | 269,981 | | Carol Anthony (John) Davidson | 132,500 | 157,481 | — | 289,981 | | Roger W. Ferguson, Jr. | 172,500 | 247,519 | — | 420,019 | | John F. Ferraro | 132,500 | 157,481 | 10,000 | 299,981 | | Christina Gold | 112,500 | 157,481 | | 269,981 | | Gary Hu | 112,500 | 157,481 | — | 269,981 | | Kevin O’Byrne | 127,500 | 157,481 | 5,000 | 289,981 | | Margarita Paláu-Hernández | 102,637 | 143,715 | — | 246,352 | | Dawn C. Willoughby | 112,500 | 157,481 | 10,000 | 279,981 |

  52. 2024 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, 2024, 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 6 to our audited financial statements for the year ended December 31, 2024 included in our Annual Report on Form 10-K filed with the SEC on February 28, 2025. |

  53. 2024 Directors’ Compensation

    | (3) Each director received a grant on May 1, 2024 of 1,875 RSUs (FMV of $83.99) under our 2021 A&R SAIP. None of our directors forfeited any RSUs or shares of deferred stock during 2024. Ms. Paláu-Hernández who joined the Board in June 2024, received a pro-rata grant on July 1, 2024 of 1,543 RSUs (FMV $93.14) for her 2024-2025 retainer. |

  54. Directors’ Compensation

    | (4) As of December 31, 2024, the following directors held the number of unvested RSUs and shares of deferred common stock indicated in the table below. |

  55. Directors’ Compensation

    | Director | RSUs | Deferred Stock | | Kathryn J. Boor | 1,875 | 4,163 | | Mark J. Costa | 1,875 | — | | Carol Anthony (John) Davidson | 1,875 | 2,478 | | Roger W. Ferguson, Jr. | 2,947 | 18,857 | | John F. Ferraro | 1,875 | 10,818 | | Christina Gold | 1,875 | 1,596 | | Gary Hu | 1,875 | — | | Kevin O’Byrne | 1,875 | — | | Margarita Paláu-Hernández | 1,543 | — | | Dawn C. Willoughby | 1,875 | 1,685 |

  56. 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 7, 2025, 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.

  57. Directors and Executive Officers

    | Name of Director (Current and Former) / Officer | Total Shares of Common Stock Beneficially Owned | Shares Owned Directly(1) | Options(2) | Stock Units(3) | Percent of Class** | | Yuvraj Arora | 24,119 | 3,238 | — | 20,881 | * | | Kathryn J. Boor | 6,313 | 255 | — | 6,058 | * | | Frank K. Clyburn, Jr. | 58,864 | 1,429 | — | 57,435 | * | | Mark J. Costa | 4,014 | 2,139 | — | 1,875 | * | | Carol Anthony (John) Davidson | 6,291 | 1,926 | — | 4,365 | * | | Roger W. Ferguson, Jr. | 24,521 | 2,625 | — | 21,896 | * | | John F. Ferraro | 12,746 | — | — | 12,746 | * | | J. Erik Fyrwald | 56,505 | 40,630 | — | 15,875 | * | | Christina Gold | 14,319 | 10,840 | — | 3,479 | * | | Simon Herriott | 39,053 | 10,755 | 19,083 | 9,215 | * | | Gary Hu | 3,980 | 2,105 | — | 1,875 | * | | Vincent J. Intrieri | 604 | — | — | 604 | * | | Cynthia T. Jamison | 604 | — | — | 604 | * | | Jennifer Johnson | 31,451 | 7,280 | 15,586 | 8,585 | * | | Mehmood Khan | 604 | — | — | 604 | * | | Kevin O’Byrne | 10,090(4) | 8,215 | — | 1,875 | * | | Margarita Paláu-Hernández | 1,543 | — | — | 1,543 | * | | Glenn Richter | 35,550 | 27,339 | — | 8,211 | * | | Dawn C. Willoughby | 4,002 | 434 | — | 3,568 | * | | All Directors and Executive Officers as a Group (27 persons) | 428,470(5) | 179,327 | 34,669 | 214,474 | * |

  58. Directors and Executive Officers

    | * Less than 1%. |

  59. Directors and Executive Officers

    | ** Based on 255,735,006 shares of common stock outstanding as of March 7, 2025. |

  60. Directors and Executive Officers

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

  61. Directors and Executive Officers

    | (2) The Company no longer grants options, and there are no unvested option grants outstanding. The options shown above are all fully vested and exercisable. |

  62. Directors and Executive Officers

    | 36 | IFF | 2025 PROXY STATEMENT |

  63. Reference Guide to our CD&A

    | Section | Page | | Restricted Stock Units | 58 | | Indirect Compensation | 59 | | Deferred Compensation Plan | 59 | | Severance Arrangements | 60 | | Additional Benefits | 60 | | Compensation Setting Process | 62 | | Peer Group and Benchmarking | 63 | | Clawback Policy | 65 | | Tax Deductibility | 66 | | Non-GAAP Reconciliation | 66 |

  64. 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, EBITDA, and Strategic Objectives modifier goals. | | Performance Stock Units (“PSU”) Award/Long-Term Incentive Plan (“LTIP”) | Variable Long-Term Equity and Cash | • To motivate and reward efficient capital allocation, improved profitability, deleveraging the Company and long-term shareholder value creation. ○ The 2024 PSU Award is measured by the cumulative stock price appreciation; annual productivity and employee engagement and the cumulative relative TSR compared to S&P 500 companies as a modifier. ○ Both the 2023 PSU Award and the 2022 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. • To align executives’ interests with those of shareholders, for the 2024 PSU Award, along with the 2023 PSU Award, each of our NEOs receive 100% of the earned award in shares of our common stock. Awards granted pursuant to the 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. | | Restricted Stock Unit (“RSU”) Awards | Variable Long-Term Equity | • To align executives’ interests with the interests of shareholders through equity-based compensation; • To function as an important retention tool; and • To recognize individual contributions. |

  65. New Hire Awards

    New Hire Awards IFF continued to execute on its leadership transition plans during 2024 and, in connection with his hire as CEO in February 2024, Mr. Fyrwald received a new hire inducement award in the form of restricted stock units and performance share units with a combined grant date fair value equal to $9,182,500. The PSU inducement award, which comprised 55% of the target total shares granted, will be earned based on increases in IFF’s dividend-adjusted stock price at the end of the three-year performance period. The restricted stock unit award is subject to a three-year cliff-vesting schedule.

  66. 2024 Compensation Actions

    2024 Compensation Actions In March 2024, for each NEO, the Committee retained the Currency Neutral (CN) Sales Growth and EBITDA metrics; added Strategic Objectives as a modifier and eliminated the Cash Conversion Cycle metric from the AIP to enhance focus on our top priority of profitable growth. In April, the Committee, in consultation with its independent compensation consultant, FW Cook, and management evaluated the PSU Award (formerly referred to as the LTIP) design for 2024. Pursuant to this evaluation, the Committee replaced the ROIC Improvement metric with metrics aligned to the Company’s most critical areas of focus aligned to the reset five-year strategic plan. The financial metrics for 2024-2026 PSUs were: (1) Stock Price Appreciation, (2) Productivity and (3) Employee Engagement metrics. The Committee maintained the relative TSR compared to the S&P 500 metric.

  67. 2025 Compensation Actions

    2025 Compensation Actions In March 2025, the Committee, in consultation with management and its independent compensation consultant, evaluated the AIP and PSU design and approved changes that simplify the design and further enhance emphasis on profitable growth. The 2025 AIP will be based on two financial performance metrics, EBITDA and Currency Neutral Sales Growth. The 2025 PSU will be earned based on a three-year average of cumulative performance relative to EBITDA margin, relative TSR versus the companies comprising the S&P 500 Chemicals index companies and employee engagement goals.

  68. Annual Incentive Plan

    Annual Incentive Plan During 2024, 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 & Biosciences. The performance metrics for the 2024 AIP and their assigned weightings were as follows:

  69. Annual Incentive Program

    Annual Incentive Program

  70. Annual Incentive Program

    | 50 | IFF | 2025 PROXY STATEMENT |

  71. Annual Incentive Program

    Each year the Committee sets an AIP target (stated as a percentage of base salary) for each NEO.

  72. Annual Incentive Program

    | | 2024 Salary(1) | Target AIP as % Base Salary | AIP Target(2) | | J. Erik Fyrwald | $1,000,000 | 200% | $2,000,000 | | Glenn Richter | $802,500 | 90% | $722,250 | | Yuvraj Arora | $700,400 | 90% | $630,360 | | Simon Herriott | $679,800 | 90% | $611,820 | | Jennifer Johnson | $651,475 | 80% | $521,180 | | Frank K. Clyburn, Jr. | $1,300,000 | 150% | $1,950,000 |

  73. Annual Incentive Program

    | (1) The amounts in this column reflect 2024 annualized salaries, not actual payment amounts. |

  74. Annual Incentive Program

    | (2) As a result of his departure from the Company on March 31, 2024, Mr. Clyburn was ineligible for an AIP payout. |

  75. 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.

  76. Annual Incentive Program

    | IFF | 2025 PROXY STATEMENT | 51 |

  77. Annual Incentive Program

    As discussed above, for 2024 AIP awards, the Committee approved the following performance metrics for the reasons noted below:

  78. Annual Incentive Program

    | 2024 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 drives the achievement of short-term financial targets and profitability. | | Strategic Objectives - Modifier | • All equally weighted goals are deemed to be critical for our stakeholders (investors, employees and customers) to drive sustainable profitable growth and deliver long-term value creation (1) Reduction of Greenhouse Emissions (2) Inclusion (3) Ethics and Compliance (4) Safety |

  79. Annual Incentive Program

    Determination of 2024 Performance Goals. In determining our 2024 AIP threshold, target and maximum performance goals, the Committee considered 2023 actual results and payouts, and internal annual targets and external guidance for 2024. We utilized a flat spot range for target for both CN sales growth and EBITDA, aligning our internal target setting with external guidance ranges that recognized the imprecision of goal setting during uncertain macroeconomic and geopolitical times. Performance metrics are established on a payout scale of 50% at Threshold to 200% at Max with linear interpolation between levels. Goals set were deemed to be reasonably achievable with a stretch to obtain greater than target payouts. The performance target levels for the financial metrics were set in line with our 2024 budget and were approved in March 2024. In addition, 2024 PSU 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.

  80. Annual Incentive Program

    | 52 | IFF | 2025 PROXY STATEMENT |

  81. Annual Incentive Program

    2024 Corporate and Business Unit AIP Performance. Our actual performance against our 2024 AIP corporate financial metrics is set forth in the tables below. Corporate Performance The table below reflects the 2024 AIP metrics, their respective targets and the percentage payout earned for each metric and overall by each of Messrs. Fyrwald 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%.

  82. Health & Biosciences Business Unit

    | | | 2024 Payout | | | Executive | 2024 AIP Target ($) | Total Performance As % of Target | Award ($) | | J. Erik Fyrwald | $2,000,000 | 181.8% | $3,636,000 | | Glenn Richter | $722,250 | 181.8% | $1,313,051 | | Yuvraj Arora | $630,360 | 183.2% | $1,154,820 | | Simon Herriott | $611,820 | 169.7% | $1,038,259 | | Jennifer Johnson | $521,180 | 181.8% | $947,505 | | Frank K. Clyburn, Jr.(1) | $1,950,000 | —% | $— |

  83. Health & Biosciences Business Unit

    | (1) As a result of his termination of employment from the Company on March 31, 2024, Mr. Clyburn was ineligible for an AIP payout. |

  84. Performance Stock Units (PSUs) (formerly referred to as the Long-Term Incentive Plan)

    Performance Stock Units (PSUs) (formerly referred to as the Long-Term Incentive Plan) We believe that PSU awards 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 PSU awards 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 awarding PSUs to our executive officers each year:

  85. Performance Stock Units (PSUs) (formerly referred to as the Long-Term Incentive Plan)

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

  86. Performance Stock Units (PSUs) (formerly referred to as the Long-Term Incentive Plan)

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

  87. Performance Stock Units (PSUs) (formerly referred to as the Long-Term Incentive Plan)

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

  88. Performance Stock Units (PSUs) (formerly referred to as the Long-Term Incentive Plan)

    The Committee also annually sets a total target award for each NEO, which reflects the total PSU award a NEO has the opportunity to receive at the end of the performance period if we meet all of our targets. Depending upon our actual performance relative to financial, stock price and TSR (relative to the S&P 500) goals, the actual payout to the NEO could be greater or less than the target award. Performance Segments. As discussed below, in 2024, the Committee decided to change the metrics for the 2024 PSU Award. The 2023 PSU Award and the 2022 LTIP Award use the same metrics, and both consist of two cumulative, three-year performance segments; however, 50% of the 2022 LTIP Award was to be paid in cash and 50% in shares of common stock.

  89. Performance Metrics

    Performance Metrics 2024 PSU Award. In early 2024, the Committee, in consultation with its independent compensation consultant and the IFF management team, evaluated potential PSU performance metrics and performance periods for the 2024 PSU Award, which will cover 2024, 2025 and 2026. For the 2024 PSU Award, the Committee changed the performance metrics to: Stock Price Appreciation, Productivity, and Employee Engagement, with three-year relative TSR (compared to the S&P 500) as a modifier. Performance metrics are established on a payout scale of 50% at Threshold to 200% at Max with linear

  90. Performance Metrics

    | IFF | 2025 PROXY STATEMENT | 55 |

  91. Performance Metrics

    interpolation between levels. The goals established are aligned with IFF’s five-year strategic plan and align the interests of management to the key business priorities of absolute value creation, cost improvement and talent retention. The financial payout may be modified up or down by up to 20% based on the Company’s total shareholder return over the three-year period as compared with the S&P 500 companies. Payout of the award is capped at 200% of target. The stock price appreciation metric measures the highest average closing price per share of common stock over the period of 20 consecutive trading days with the highest closing prices of IFF’s common stock on the NYSE for any 20 consecutive trading days during the performance cycle and aligns the management team with certain stock price goals established for the CEO in his inducement PSU award (on page 58). Productivity measures goals against organizational optimization and cost improvement using annual performance segments. The employee engagement metric measures the overall annual employee engagement survey results for IFF at the end of each annual performance segment and is a driver of long-term profitability and sustained shareholders value. Following the completed three-year cycle, the Committee will approve the total payout based on the overall performance metrics. 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. 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 companies 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. The relative TSR modifier goals are set at the beginning of the three-year cycle.

  92. Performance Metrics

    | Stock Price Appreciation | Productivity | Employee Engagement | TSR vs S&P 500 | Total | | 40.0% | 40.0% | 20.0% | Modifier (+/-20%) | 100.0% |

  93. Performance Metrics

    2023 PSU Award (formerly referred to as the 2023–2025 LTIP Cycle). The 2023 PSU Award consists of two cumulative, three-year performance segments. 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 with the performance segments being weighted as set forth in the chart below.

  94. 2023 PSU Award — Segment Weightings

    2023 PSU Award — Segment Weightings

  95. 2023 PSU Award — Segment Weightings

    | ROIC Improvement | Relative TSR | Total | | 50.0% | 50.0% | 100.0% |

  96. 2023 PSU Award — Segment Weightings

    2022 LTIP Award. The 2022 LTIP Award also consisted of two cumulative, three-year performance segments. However, the 2022 LTIP award would be payable in 50% in cash and 50% in shares of our common stock. 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.

  97. 2022 LTIP Award — Segment Weightings

    2022 LTIP Award — Segment Weightings

  98. 2022 LTIP Award — Segment Weightings

    | ROIC Improvement | Relative TSR | Total | | 50.0% | 50.0% | 100.0% |

  99. 2022 LTIP Award — Segment Weightings

    | 56 | IFF | 2025 PROXY STATEMENT |

  100. 2022 LTIP Award — Segment Weightings

    2024 PSU Target Awards In February 2024, the Committee approved the following total PSU target awards to each of our NEOs for the 2024 PSU Award:

  101. 2022 LTIP Award — Segment Weightings

    | NEO(1) | Total PSU Target Award | | J. Erik Fyrwald | $6,000,000 | | Glenn Richter | $1,000,000 | | Yuvraj Arora | $900,000 | | Simon Herriott | $750,000 | | Jennifer Johnson | $700,000 |

  102. 2022 LTIP Award — Segment Weightings

    | (1) Mr. Clyburn was not eligible for a 2024 PSU award due to his departure from the Company on March 31, 2024. |

  103. 2022 LTIP Award — Segment Weightings

    As noted above, for the 2024 PSU Award the Committee changed the performance metrics to: Stock Price Appreciation, Productivity, and Employee Engagement. The Committee retained a three-year relative TSR metric as a modifier, and set the cumulative three-year relative TSR modifier for the 2024 PSU Award which required above median (55th percentile) to result in no adjustment; 25th percentile results in a 0.8x adjustment, and 75th percentile or higher results in a 1.2x adjustment. The Committee believes that paying the PSU value in shares creates a strong 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 2024 PSU Award, it was based on $78.79 per share, the average closing price for the twenty trading days prior to January 2, 2024, the first stock trading day of the 2024 PSU Award. Mr. Fyrwald’s 2024 PSU cycle price of $80.37 is based on the average closing market price of a share of our common stock for the twenty trading days preceding his February 6, 2024 appointment. 2022 LTIP Award For the cumulative three-year performance period ending in 2024 for the 2022 LTIP Award, our relative TSR was at the 9th percentile and was below the threshold performance level. ROIC Improvement was 51 basis points, and just above the threshold performance level of 50 basis points improvement. As a result, Messrs. Richter and Herriott, and Ms. Johnson, the only NEOs with 2022 LTIP Awards earned 13.1% of the 2022 LTIP Award based on 2022 cumulative ROIC results.

  104. 2022 LTIP Award — Segment Weightings

    | Segment | Result | Weight | Overall | | Cumulative ROIC Improvement | 26.3% | 50% | 13.1% | | Cumulative (Relative TSR) | 0% | 50% | 0% | | Total | | 100% | 13.1% |

  105. 2022 LTIP Award — Segment Weightings

    | IFF | 2025 PROXY STATEMENT | 57 |

  106. Restricted Stock Unit (RSUs)

    Restricted Stock Unit (RSUs) Granting RSUs (our promise to issue unrestricted shares of our stock on stated vesting dates and which vest one-third per year), supports 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. 2024 RSU Awards The following table shows the dollar value of RSU awards approved by the Committee or Board for each NEO during 2024.

  107. Restricted Stock Unit (RSUs)

    | | RSU Awards | | | | 2024 RSU Value ($) | Number of RSUs Granted | | J. Erik Fyrwald(1) | $4,000,000 | 47,625 | | Glenn Richter | $1,000,000 | 11,906 | | Yuvraj Arora | $900,000 | 10,716 | | Simon Herriott | $750,000 | 8,930 | | Jennifer Johnson | $700,000 | 8,334 | | Frank K. Clyburn, Jr.(2) | $— | — |

  108. Restricted Stock Unit (RSUs)

    | (1) Mr. Fyrwald’s amount shown does not include the new hire inducement grant in connection with his service as Chief Executive Officer. |

  109. Restricted Stock Unit (RSUs)

    | (2) Mr. Clyburn was not eligible for a 2024 RSU grant due to his departure from the Company on March 31, 2024. |

  110. Restricted Stock Unit (RSUs)

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

  111. Mr. Fyrwald’s Inducement Award

    Mr. Fyrwald’s Inducement Award Pursuant to Mr. Fyrwald’s letter agreement, Mr. Fyrwald was granted a one-time award as an inducement to join the Company. Such awards were granted on March 1, 2024 and included RSUs with a grant date fair value equal to $4,268,250 with a three-year cliff vesting schedule and PSUs with a grant date value equal to $4,914,250. The number of PSUs earned is tied to IFF’s dividend-adjusted stock price with minimum funding of 50% of target if IFF’s three-year TSR ranks at or above the 67th percentile vs. S&P 500 companies and IFF’s three-year absolute TSR is positive. The dividend adjusted stock price goals are shown in the table below. More details regarding Mr. Fyrwald’s inducement award are included in this proxy statement under the heading “Offer Letters or Employment Arrangements” following the Summary Compensation Table.

  112. Terms

    | Dividend-Adjusted Ending Stock Price $ | PSU Funding % of Target | # of PSUs Earned | | <$106.48 | 0% | 0 | | $106.48 | 50% | 34,375 | | $113.91 | 100% | 68,750 | | $121.67 | 150% | 103,125 | | $138.25 | 200% | 137,500 | | ≥$156.25 | 250% | 171,875 |

  113. 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 second of which was scheduled to vest on March 1, 2024, subject to the Company’s one-year TSR compared to the S&P 500. Since IFF’s one-year TSR was at the 14th percentile relative to the S&P 500 and was below threshold performance level, Mr. Clyburn’s second tranche of sign-on PSUs was forfeited. Upon his termination, the unvested portion of Mr. Clyburn’s sign-on award remained outstanding and subject to continued vesting as though his employment had not been terminated. The performance-based restricted stock unit portion of the sign-on award shall vest subject to actual performance. As to the SSARs portion of Mr. Clyburn’s sign-on award, the award was modified to provide that the SSARs that vested as of Mr. Clyburn’s separation date will remain exercisable until the earlier of (i) the expiration of the original seven-year term of such SSARs and (ii) 30 days following the day Mr. Clyburn ceases to possess material non-public information with respect to the Company, as determined by the Company in its sole discretion. 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.

  114. 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. In March 2024, the Committee approved amendments to the ESP, effective April 1, 2024. These changes were made at the recommendation of the independent compensation consultant to better align the policy with market practice. A discussion of our ESP, including the amendments made effective April 1, 2024, and the payments that each of our NEOs would have been eligible to receive had a covered termination occurred as of December 31, 2024 the actual payments received, is set forth below under “Potential Payments upon Termination or Change in Control.” Mr. Clyburn’s Separation Arrangement In accordance with the terms of the ESP, Mr. Clyburn received severance benefits upon his termination of employment in March 2024. Mr. Clyburn also received a $1,000,000 consulting fee for advisory services in a consulting role beginning April 1, 2024 and continuing through December 31, 2024. More details on Mr. Clyburn’s separation, and the payments and benefits to which he is entitled, can be found in this proxy statement under the heading “Termination and Change in Control Arrangements—Other Separation Arrangements.”

  115. 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.”

  116. 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 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 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 the 2024 compensation decisions.

  117. Market Benchmarking

    | IFF | 2025 PROXY STATEMENT | 63 |

  118. 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 | |

  119. Market Benchmarking

    In July 2024, the Committee reviewed with its independent compensation consultant the peer group used for 2024 compensation decisions and decided to remove Mondelez International, Inc., from the peer group due to its larger size for 2025 compensation 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 2024, the Committee considered the consultant’s market reference analysis. In addition, the Committee considered a number of other important factors, including each executive’s:

  120. Market Benchmarking

    | • | individual experience and performance; |

  121. Market Benchmarking

    | • | scope of responsibilities; |

  122. Market Benchmarking

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

  123. Market Benchmarking

    | • | contribution relative to overall Company performance; |

  124. Market Benchmarking

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

  125. Market Benchmarking

    | • | long-term potential. |

  126. Market Benchmarking

    | 64 | IFF | 2025 PROXY STATEMENT |

  127. 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 2024, the Committee continued its compensation strategy pursuant to which total direct compensation for our NEOs is targeted to be within the median range of market practice, with individual variation as noted above. In determining 2024 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 2024, the CEO’s long-term incentive compensation (excluding the inducement awards) was allocated 60% to performance-based PSU stock awards and 40% to time-based RSU awards. For the other NEOs, long-term incentive compensation was allocated 50% to performance-based PSU stock awards and 50% to time-based RSU.

  128. Clawback Policies

    Clawback Policies All compensation under our 2015 Stock Award and Incentive Plan and our 2021 Amended and Restated Stock Award and Incentive Plan, including AIP, PSU, RSU and other cash and equity awards, as well as payments made under our ESP, is subject to clawback pursuant to the terms of each Stock Award and Incentive Plan. The triggers for recovery of compensation under our compensation recoupment and clawback policies include:

  129. Committee

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

  130. Summary Compensation Table

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

  131. Summary Compensation Table

    | • | our current CEO; |

  132. Summary Compensation Table

    | • | our CFO in 2024; |

  133. Summary Compensation Table

    | • | our three other most highly compensated executive officers who were serving as executive officers as of December 31, 2024; and |

  134. Summary Compensation Table

    | • | our Former CEO. |

  135. 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.”

  136. Summary Compensation Table

    | Name and Principal Position(1) | Year | Salary ($)(2) | Bonus ($)(3) | Stock Awards ($)(4) | SSARs | Non-Equity Incentive Plan Compensation ($)(5) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(6) | All Other Compensation ($)(7) | Total ($) | | J. Erik Fyrwald CEO | 2024 | 905,769 | | 19,182,546 | | 3,636,000 | 15,877 | 414,075 | 24,154,267 | | Glenn Richter EVP, Chief Financial and Business Transformation Officer | 2024 | 802,500 | | 1,999,988 | | 1,313,051 | | 72,062 | 4,187,601 | | | 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 | | Yuvraj Arora President, Nourish | 2024 | 695,300 | | 1,800,055 | | 1,154,820 | 9,016 | 132,455 | 3,791,646 | | | 2023 | 366,154 | 550,000 | 3,999,974 | | 168,919 | | 17,500 | 5,102,547 | | Simon Herriott President, Health & Biosciences | 2024 | 674,850 | | 1,500,033 | | 1,038,259 | 25,738 | 87,975 | 3,326,855 | | | 2023 | 634,500 | | 1,199,971 | | 480,146 | | 77,030 | 2,391,647 | | Jennifer Johnson EVP, General Counsel and Corporate Secretary | 2024 | 646,366 | | 1,399,943 | | 947,505 | | 81,366 | 3,075,180 | | | 2023 | 613,462 | | 1,200,056 | | 290,950 | | 67,758 | 2,172,226 | | Frank K. Clyburn, Jr. Former CEO | 2024 | 325,000 | | 102,461 | | | 5,691 | 4,647,131 | 5,080,283 | | | 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 |

  137. Summary Compensation Table

    | (1) Mr. Fyrwald joined the on Company February 6, 2024 to serve as CEO. 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. |

  138. Summary Compensation Table

    | (2) The 2024 amounts in this column include (i) the following amounts deferred under Retirement Investment Fund Plan (401(k)): Mr. Fyrwald — $30,500; Mr. Richter — $30,500; Mr. Herriott — $30,500; Ms. Johnson — $30,500; and Mr. Clyburn — $30,500. |

  139. Summary Compensation Table

    | (3) There were no sign-on bonus awards in 2024. |

  140. 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 2024, the amounts in this column include RSUs and awards granted in respect of the 2024 PSU Awards, which will be payable in our common stock if the performance conditions are |

  141. Summary Compensation Table

    | 68 | IFF | 2025 PROXY STATEMENT |

  142. Summary Compensation Table

    satisfied. Also included are Mr. Fyrwald’s inducement awards. Details on and assumptions used in calculating the grant date fair value of RSUs may be found in Note 6 to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The grant date fair value of PSU 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 6 to our audited financial statements included in our Report on Form 10-K for the fiscal year ended December 31, 2024. The grant date fair value attributable to the 2024-2026 PSU awards is based on the probable outcome of the performance conditions. The maximum level of payout for the 2024-2026 PSU is as follows: (i) Mr. Fyrwald: $11,764,135; (ii) Mr. Richter: $2,000,005; (iii) Mr. Arora: $1,800,036; (iv) Mr. Herriott: $1,500,004; and (v) Ms. Johnson: $1,399,941. The maximum level of payout for the 2024 PSU for Mr. Fyrwald’s inducement award is $12,285,625. For Mr. Clyburn, the amount in this column for 2024 represents the incremental fair market value of his sign-on SSAR awards resulting from the extension of the post-termination exercise period.

  143. Summary Compensation Table

    | (5) The 2024 amounts in this column include amounts earned under the 2024 AIP. |

  144. Summary Compensation Table

    | (6) The amounts in this column represent the aggregate change in actuarial present value of each NEO’s accumulated benefit under our Non-Qualified Deferred Compensation plan. |

  145. Summary Compensation Table

    | (7) Details of the 2024 amounts set forth in this column are included in the All Other Compensation Table below. |

  146. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards The following table provides information regarding grants of plan-based awards to our NEOs during 2024. 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 PSU programs, respectively. For a further understanding of the performance conditions applicable to the AIP and PSU awards, please review the discussion under “Annual Incentive Plan” and “Performance Stock Units” in the Compensation Discussion and Analysis above.

  147. 2024 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 (#) | | | | J. Erik Fyrwald | AIP | 2/6/2024 | 2/6/2024 | 500,000 | 2,000,000 | 4,000,000 | | | | | | | | Inducement Award PSU(7) | 3/1/2024 | 1/11/2024 | | | | 34,375 | 68,750 | 171,875 | | 4,914,250 | | | Inducement Award RSU(8) | 3/1/2024 | 1/11/2024 | | | | | | | 56,250 | 4,268,250 | | | PSU | 5/1/2024 | 4/30/2024 | | | | 37,328 | 74,655 | 149,310 | | 6,000,022 | | | RSU | 5/1/2024 | 2/6/2024 | | | | | | | 47,625 | 4,000,024 | | Glenn Richter | AIP | 2/6/2024 | 2/6/2024 | 180,563 | 722,250 | 1,444,500 | | | | | | | | PSU | 5/1/2024 | 4/30/2024 | | | | 6,346 | 12,692 | 25,384 | | 1,000,003 | | | RSU | 5/1/2024 | 2/6/2024 | | | | | | | 11,906 | 999,985 | | Yuvraj Arora | AIP | 2/6/2024 | 2/6/2024 | 157,590 | 630,360 | 1,260,720 | | | | | | | | PSU | 5/1/2024 | 4/30/2024 | | | | 5,712 | 11,423 | 22,846 | | 900,018 | | | RSU | 5/1/2024 | 2/6/2024 | | | | | | | 10,716 | 900,037 | | Simon Herriott | AIP | 2/6/2024 | 2/6/2024 | 152,955 | 611,820 | 1,223,640 | | | | | | | | PSU | 5/1/2024 | 4/30/2024 | | | | 4,760 | 9,519 | 19,038 | | 750,002 | | | RSU | 5/1/2024 | 2/6/2024 | | | | | | | 8,930 | 750,031 | | Jennifer Johnson | AIP | 2/6/2024 | 2/6/2024 | 130,295 | 521,180 | 1,042,360 | | | | | | | | PSU | 5/1/2024 | 4/30/2024 | | | | 4,442 | 8,884 | 17,768 | | 699,970 | | | RSU | 5/1/2024 | | | | | | | | 8,334 | 699,973 | | Frank K. Clyburn, Jr. | AIP | 2/6/2024 | 2/6/2024 | — | — | — | | | | | |

  148. 2024 Grants of Plan-Based Awards

    | (1) AIP = 2024 AIP |

  149. 2024 Grants of Plan-Based Awards

    PSU = 2024 Performance Stock Unit RSU = Restricted Stock Unit Inducement Award PSU = one-time inducement award for Mr. Fyrwald in the form of PSUs Inducement Award RSU = one-time inducement award for Mr. Fyrwald in the form of RSUs

  150. 2024 Grants of Plan-Based Awards

    | (2) The AIP, 2024 PSU and RSU grants were made under our 2021 Amended & Restated SAIP and the Inducement Award PSU and Inducement Award RSU were granted pursuant to Mr. Fyrwald’s inducement award. The material terms of these awards are described in this proxy statement under the heading “Compensation Discussion and Analysis.” |

  151. 2024 Grants of Plan-Based Awards

    | (3) AIP amounts in this column are the threshold, target and maximum dollar values under our 2024 AIP. Mr. Clyburn ceased to be CEO as of February 6, 2024 and was no longer eligible for the 2024 AIP. |

  152. 2024 Grants of Plan-Based Awards

    | (4) 2024 PSU 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 |

  153. 2024 Grants of Plan-Based Awards

    | IFF | 2025 PROXY STATEMENT | 73 |

  154. 2024 Grants of Plan-Based Awards

    shares of our common stock was determined by dividing the target dollar value of the award by (i) $78.79, the average closing market price of a share of our common stock for the 20 trading days preceding January 2, 2024, the first trading day of the 2024 PSU Award for Messrs. Richter, Arora and Herriott’s and Ms. Johnson’s annual equity grants and (ii) $80.37, the average closing market price of a share of our common stock for the 20 trading days preceding February 6, 2024 for Mr. Fyrwald. 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 2024 PSU Awards. With respect to Mr. Fyrwald’s Inducement Award PSUs, the offer letter set forth the threshold, target and maximum shares payable if the performance conditions are satisfied.

  155. 2024 Grants of Plan-Based Awards

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

  156. 2024 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 2024 PSU Awards granted to our NEOs during the fiscal year ended December 31, 2024, calculated in accordance with FASB ASC Topic 718. The grant date fair value of the PSUs is based on the probable outcome of such conditions. |

  157. 2024 Outstanding Equity Awards at Fiscal Year-End

    2024 Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding outstanding equity awards held by our NEOs as of December 31, 2024.

  158. 2024 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) | | J. Erik Fyrwald | 3/1/2024 | Inducement Award PSU | | | | | | | | 34,375 (15) | 2,906,406 | | | 3/1/2024 | Inducement Award RSU | | | | | | 56,250 (16) | 4,755,938 | | | | | 5/1/2024 | 2024 PSU | | | | | | | | 37,328 (12) | 3,156,082 | | | 5/1/2024 | RSU | | | | | | 47,625 (11) | 4,026,694 | | | | Glenn Richter | 5/4/2022 | SSAR | | 43,482 | | 126.49 | 5/4/2029 | (8) | | | | | | 3/7/2023 | 2023 PSU | | | | | | | | 3,811 (3) | 322,220 | | | 5/3/2023 | RSU | | | | | | 8,486 (10) | 717,491 | | | | | 5/1/2024 | 2024 PSU | | | | | | | | 2,119 (12) | 179,161 | | | 5/1/2024 | RSU | | | | | | 11,906 (11) | 1,006,652 | | | | Yuvraj Arora | 6/19/2023 | 2023 PSU | | | | | | | | 10,661 (3) | 901,388 | | | 7/3/2023 | RSU | | | | | | 17,309 (14) | 1,463,476 | | | | | 5/1/2024 | 2024 PSU | | | | | | | | 5,712 (12) | 482,950 | | | 5/1/2024 | RSU | | | | | | 10,716 (11) | 906,038 | | | | Simon Herriott | 2/2/2017 | NQ Stock Options | 3,202 | | | 123.76 | 2/1/2027 | (9) | | | | | | 2/15/2018 | NQ Stock Options | 1,356 | | | 149.65 | 2/14/2028 | (9) | | | | | | 8/5/2019 | NQ Stock Options | 11,702 | | | 95.28 | 8/5/2029 | (9) | | | | | | 2/19/2020 | NQ Stock Options | 2,823 | | | 77.16 | 2/18/2030 | (9) | | | | | | 5/4/2022 | PRSU | | | | | | 2,988 (8) | 252,635 | | | | | 5/4/2022 | RSU | | | | | | 1,660 (8) | 140,353 | | | | | 3/7/2023 | 2023 PSU | | | | | | | | 2,143 (3) | 181,191 | | | 5/3/2023 | RSU | | | | | | 3,183 (10) | 269,123 | | | | | 7/1/2023 | 2023 PSU | | | | | | | | 954 (3) | 80,661 | | | 7/3/2023 | RSU | | | | | | 1,254 (13) | 106,026 | | | | | 5/1/2024 | 2024 PSU | | | | | | | | 4,760 (12) | 402,458 | | | 5/1/2024 | RSU | | | | | | 8,930 (11) | 755,032 | | | | Jennifer Johnson | 2/15/2018 | NQ Stock Options | 747 | | | 149.65 | 2/14/2028 | (9) | | | | | | 8/5/2019 | NQ Stock Options | 11,702 | | | 95.28 | 8/5/2029 | (9) | | | | | | 2/19/2020 | NQ Stock Options | 3,137 | | | 77.16 | 2/18/2030 | (9) | | | | | | 5/4/2022 | PRSU | | | | | | 2,544 (8) | 215,095 | | | | | 5/4/2022 | RSU | | | | | | 1,141 (8) | 96,472 | | | | | 3/7/2023 | 2023 PSU | | | | | | | | 2,857 (3) | 241,559 | | | 5/3/2023 | RSU | | | | | | 4,244(10) | 358,830 | | | | | 5/1/2024 | 2024 PSU | | | | | | | | 4,442 (12) | 375,571 | | | 5/1/2024 | RSU | | | | | | 8,334(11) | 704,640 | | |

  159. 2024 Outstanding Equity Awards at Fiscal Year-End

    | 76 | IFF | 2025 PROXY STATEMENT |

  160. 2024 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. | 3/1/2022 | DSU | | | | | | 3,972 (4) | 335,833 | | | | | 3/1/2022 | RSU | | | | | | 23,363 (5) | 1,975,342 | | | | | 3/1/2022 | SSAR | | 29,613 | | 128.41 | 3/1/2029 | (6) | | | | | | 3/1/2022 | PSU | | | | | | | | 5,111 (7) | 432,135 | | | 5/4/2022 | RSU | | | | | | 6,937 (8) | 586,523 | | | | | 5/4/2022 | SSAR | | 34,687 | | 126.49 | 5/4/2029 | (8) | | | | | | 3/7/2023 | 2023 PSU | | | | | | | | 9,807 (3) | 829,182 | | | 5/3/2023 | RSU | | | | | | 8,869 (10) | 749,874 | | |

  161. 2024 Outstanding Equity Awards at Fiscal Year-End

    | (1) 2023 PSU = 2023 PSU Award |

  162. 2024 Outstanding Equity Awards at Fiscal Year-End

    2024 PSU = 2024 PSU Award PRSU = Purchased Restricted Stock Unit PSU = Performance Stock Unit RSU = Restricted Stock Unit DSU = Deferred Stock Unit SSAR = Stock Settled Appreciation Right NQ Stock Options = Non-Qualified Stock Options Inducement Award RSU = one-time inducement award for Mr. Fyrwald in the form of RSUs Inducement Award PSU = one-time inducement award for Mr. Fyrwald in the form of PSUs

  163. 2024 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, 2024 ($84.55). |

  164. 2024 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 2023 PSU Award performance period. |

  165. 2024 Outstanding Equity Awards at Fiscal Year-End

    | (4) This Award vests in five (5) equal installments with each installment vesting on the first five (5) anniversaries of the Grant Date. The first 1,323 vested on March 1, 2023, the second 1,324 vested on March 1, 2024 and the third 1,324 vested on March 1, 2025. The fourth and fifth 1,324 will vest on March 1, 2026 and March 1, 2027. |

  166. 2024 Outstanding Equity Awards at Fiscal Year-End

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

  167. 2024 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 second 9,871 SSARs vested on March 1, 2024 and the third 9,871 SSARs vested on March 1, 2025. |

  168. 2024 Outstanding Equity Awards at Fiscal Year-End

    | (7) This award vested 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% and the second 25% equal to 20,442 shares total were forfeited due to not meeting performance conditions and therefore did not vest on March 1, 2023 nor March 1, 2024. |

  169. 2024 Outstanding Equity Awards at Fiscal Year-End

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

  170. 2024 Outstanding Equity Awards at Fiscal Year-End

    | (9) These stock options are fully vested and fully exercisable. |

  171. 2024 Outstanding Equity Awards at Fiscal Year-End

    | IFF | 2025 PROXY STATEMENT | 77 |

  172. 2024 Outstanding Equity Awards at Fiscal Year-End

    | (10) A pro-rata portion of this award as of Mr. Clyburn’s departure vests one-third per year. The first one-third vested on May 3, 2024. The second one-third and third one-third vest May 3, 2025 and May 3, 2026. |

  173. 2024 Outstanding Equity Awards at Fiscal Year-End

    | (11) This award vests one-third per year on May 1, 2025, May 1, 2026 and May 1, 2027. |

  174. 2024 Outstanding Equity Awards at Fiscal Year-End

    | (12) 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 2024 PSU Award. |

  175. 2024 Outstanding Equity Awards at Fiscal Year-End

    | (13) This award vests one-third per year. One-third vested on July 3, 2024. The second one-third and third one-third vests on July 3, 2025 and July 3, 2026. |

  176. 2024 Outstanding Equity Awards at Fiscal Year-End

    | (14) This award vested 40% on May 3, 2024 and will vest 60% on May 3, 2025. |

  177. 2024 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 for the PSU that would vest March 1, 2027. |

  178. 2024 Outstanding Equity Awards at Fiscal Year-End

    | (16) This award vests in full on March 1, 2027. |

  179. 2024 Outstanding Equity Awards at Fiscal Year-End

    | 78 | IFF | 2025 PROXY STATEMENT |

  180. 2024 Stock Vested

    2024 Stock Vested The following table provides information regarding stock vested during 2024 for each of our NEOs. Mr. Herriott and Ms. Johnson hold options that are fully vested and exercisable. As Mr. Fyrwald commenced service with us in 2024, he did not have an award vest during 2024. No Stock Options or SSARs were exercised by our NEOs during 2024.

  181. 2024 Stock Vested

    | | Stock Awards | | | | Name | Type of Award(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Glenn Richter | RSU(4) | 11,812 | 1,218,053 | | | RSU(3) | 4,243 | 367,614 | | | 2022 LTIP(9) | 496 | 39,576 | | Yuvraj Arora | RSU(5) | 11,538 | 999,652 | | Simon Herriott | RSU(6) | 1,244 | 103,675 | | | RSU(6) | 346 | 28,836 | | | RSU(7) | 1,489 | 128,605 | | | RSU(3) | 1,591 | 137,844 | | | RSU(8) | 627 | 59,578 | | | 2022 LTIP(9) | 237 | 18,910 | | Jennifer Johnson | RSU(3) | 2,121 | 183,763 | | | RSU(6) | 622 | 51,837 | | | RSU(6) | 346 | 28,836 | | | 2022 LTIP(9) | 186 | 14,841 | | Frank K. Clyburn, Jr. | DSU(2) | 1,324 | 100,465 | | | RSU(3) | 10,618 | 919,944 | | | 2022 LTIP(9) | 2,921 | 233,067 |

  182. 2024 Stock Vested

    | (1) RSU = Restricted Stock Unit |

  183. 2024 Stock Vested

    DSU = Restricted Deferred Stock Unit 2022 LTIP = 2022 LTIP Award

  184. 2024 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, 2024 ($75.88) multiplied by the tranche that vested in 2024. |

  185. 2024 Stock Vested

    | (3) This award was the RSU annual award granted to Messrs. Richter, Herriott and Clyburn and Ms. Johnson on May 3, 2023. The award has three equal tranches vesting on May 3, 2024, May 3, 2025 and May 3, 2026. The amount shown as the Value Realized on Vesting is based on the closing market price of our common stock on May 3, 2024 ($86.64) multiplied by the tranche that vested in 2024. |

  186. 2024 Stock Vested

    | (4) 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 1, 2024, the first business day following the vesting date ($103.12) multiplied by the tranche that vested in 2024. |

  187. 2024 Stock Vested

    | IFF | 2025 PROXY STATEMENT | 79 |

  188. 2024 Stock Vested

    | (5) This award was granted to Mr. Arora on July 3, 2023, as a result of his hire on June 19, 2023. The award has two tranches vesting 40% on May 3, 2024 and 60% on May 3, 2025. The amount shown as the Value Realized on Vesting is based on the closing market price of our common stock on May 3, 2024 ($86.64) multiplied by the tranche that vested in 2024. |

  189. 2024 Stock Vested

    | (6) This award was granted to both Mr. Herriott and Ms. Johnson on May 5, 2021. The award vested in a thirty-five month cliff vesting on April 5, 2024. The amount shown as the Value Realized on Vesting is based on the closing price of our common stock on April 5, 2024 ($83.34) multiplied by the tranche that vested in 2024. |

  190. 2024 Stock Vested

    | (7) This award was granted to Mr. Herriott on April 1, 2022. The award vested 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 1, 2024 ($86.37) multiplied by the tranche that vested in 2024. |

  191. 2024 Stock Vested

    | (8) This award was granted to Mr. Herriott on July 3, 2023. The award vested in three equal tranches vesting on July 3, 2024, July 3, 2025 and July 3, 2026. The amount shown as the Value Realized on Vesting is based on the closing market price of our common stock on July 3, 2024 ($95.02) multiplied by the tranche that vested in 2024. |

  192. 2024 Stock Vested

    | (9) This award is the equity portion of the 2022 LTIP Award. The value realized is based on the closing market price of our common stock on March 4, 2025 ($79.79). |

  193. 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:

  194. Non-Qualified Deferred Compensation

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

  195. Non-Qualified Deferred Compensation

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

  196. Non-Qualified Deferred Compensation

    | • | an interest-bearing account. |

  197. 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 2023 this interest rate was 5.12% and for 2024 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.

  198. Non-Qualified Deferred Compensation

    | 80 | IFF | 2025 PROXY STATEMENT |

  199. Non-Qualified Deferred Compensation

    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.

  200. 2024 Non-Qualified Deferred Compensation

    2024 Non-Qualified Deferred Compensation

  201. 2024 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) | | J. Erik Fyrwald | 666,667 | — | 15,877 | — | 682,544 | | Glenn Richter | — | — | — | — | — | | Yuvraj Arora | 121,187 | — | 9,016 | — | 130,203 | | Simon Herriott | 198,032 | — | 25,738 | — | 223,770 | | Jennifer Johnson | — | — | — | — | — | | Frank K. Clyburn, Jr. | 56,063 | — | 5,691 | 61,754 | — |

  202. 2024 Non-Qualified Deferred Compensation

    | (1) The amounts in this column are included in the Salary column for 2024 in the Summary Compensation Table, and represent executive contributions deferred under the DCP during 2024. |

  203. 2024 Non-Qualified Deferred Compensation

    | (2) No employer contributions were credited to participants’ accounts during 2024. |

  204. 2024 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. |

  205. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control With respect to Messrs. Fyrwald, 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, 2024. Mr. Richter, who retired effective December 31, 2024, the narrative above describes the actual payments and value of benefits provided to Mr. Richter in connection with his termination of employment. 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 $84.55, the actual closing price per share on the last trading day of 2024. 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 PSU award otherwise payable to each NEO through December 31, 2024, is included in the Summary Compensation Table. 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, 2024, two of the NEOs reported below had a DCP balance.

  206. Potential Payments upon Termination or Change in Control

    | 88 | IFF | 2025 PROXY STATEMENT |

  207. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control

  208. 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) | | J. Erik Fyrwald | | | | | | | Salary | $2,000,000 | $— | $— | $3,000,000 (3) | $— | | AIP | 4,000,000 (4) | — | — | 6,000,000 (5) | — | | Equity(6) | 8,504,964 | 15,094,712 | — | 15,094,712 | 15,094,712 | | Benefits Continuation(7) | 41,838 | | — | 41,838 | — | | Executive Death Benefit(8) | — | 1,950,000 | — | — | — | | Total | $14,546,802 | $17,044,712 | $— | $24,136,550 | $15,094,712 | | Yuvraj Arora | | | | | | | Salary | $1,050,600 | $— | $— | $1,400,800 | $— | | AIP | 945,540 (4) | — | — | 1,260,720 (5) | — | | Equity(6) | 3,357,402 | 4,537,178 | — | 4,537,178 | 4,537,178 | | Benefits Continuation(7) | 47,468 | | | 47,468 | | | Executive Death Benefit(8) | — | 1,350,800 | — | — | — | | Total | $5,401,010 | $5,887,978 | $— | $7,246,166 | $4,537,178 | | Simon Herriott | | | | | | | Salary | $1,019,700 | $— | $— | $1,359,600 | $— | | AIP | 917,730 (4) | — | — | 1,223,640 (5) | — | | Equity(6) | 1,536,780 | 2,677,022 | — | 2,677,022 | 2,677,022 | | Benefits Continuation(7) | 32,432 | — | — | 32,432 | — | | Executive Death Benefit(8) | — | 1,309,600 | — | — | — | | Total | $3,506,642 | $3,986,622 | $— | $5,292,694 | $2,677,022 | | Jennifer Johnson | | | | | | | Salary | $977,212 | $— | $— | $1,302,950 | $— | | AIP | 781,770 (4) | — | — | 1,042,360 (5) | — | | Equity(6) | 1,393,170 | 2,448,258 | — | 2,448,258 | 2,448,258 | | Benefits Continuation(7) | — | — | — | — | — | | Executive Death Benefit(8) | — | 1,252,950 | — | — | — | | Total | $3,152,152 | $3,701,208 | $— | $4,793,568 | $2,448,258 |

  209. 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, 2024. 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. |

  210. 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). |

  211. 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. Herriott’s and Ms. Johnson’s cases, the reduction to cash severance to the “safe harbor” level results in the greater net after tax benefit. For Messrs. Fyrwald and Arora, payment of the excise tax would result in the greater benefit. |

  212. Potential Payments upon Termination or Change in Control

    | (4) This amount represents (i) for Mr. Fyrwald, 2.0x of the target annual incentive under the AIP for 2024 and (ii) for Messrs. Herriott and Arora and Ms. Johnson, 1.5x the executive’s target annual incentive under the AIP for 2024. This amount does not take into account any actual AIP amounts paid for 2024, which are set forth in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. |

  213. Potential Payments upon Termination or Change in Control

    | IFF | 2025 PROXY STATEMENT | 89 |

  214. Potential Payments upon Termination or Change in Control

    | (5) This amount represents (i) for Mr. Fyrwald, 3.0x of the target annual incentive under the AIP for 2024 and (ii) for Messrs. Herriott and Arora and Ms. Johnson, 2.0x the executive’s target annual incentive under the AIP for 2024. This amount does not take into account any actual AIP amounts paid for 2024, which are set forth in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. |

  215. Potential Payments upon Termination or Change in Control

    | (6) 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 on a prorated basis. 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 equity 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 equity value 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. |

  216. Potential Payments upon Termination or Change in Control

    | Grant Type | Treatment | | Mr. Fyrwald sign-on award RSUs | Full continued vesting | | Mr. Fyrwald sign-on PSUs | Pro-rata accelerated vesting based on actual performance through termination date; 0% of target is used in above table based on performance through 12/31/24. | | Mr. Arora sign-on award | Full accelerated vesting | | Annual equity awards and all other sign-on awards | Pro-rata continued vesting |

  217. Potential Payments upon Termination or Change in Control

    | (7) 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 2024; therefore, there are no COBRA costs to report. |

  218. Potential Payments upon Termination or Change in Control

    | (8) 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). |

  219. 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, Mr. Fyrwald, in 2024. We selected December 31, 2024 as the date for identifying the median employee. On that date, our employee population consisted of approximately 22,400 individuals working at our parent company and consolidated subsidiaries. Approximately 5,400 employees were located in the U.S. and 17,000 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 2024.

  220. Pay Ratio

    | 90 | IFF | 2025 PROXY STATEMENT |

  221. Pay Ratio

    As permitted by the pay ratio rules, we excluded employees from India, totaling 1,095 employees (or approximately 4.9% 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 2024 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 $63,704. Mr. Fyrwald’s 2024 annualized total compensation of $24,248,498 includes one-time sign-on awards, which he received upon his appointment in February 2024. These one-time sign-on awards are discussed in the Compensation Discussion & Analysis. The ratio of annual total compensation of our CEO to our median employee for fiscal 2024 was 381 to 1. Excluding the CEO one-time sign-on awards and benefits provided for relocation, the ratio of our CEO to median employee for fiscal year 2024 would be 231 to 1.

  222. Pay Ratio

    | IFF | 2025 PROXY STATEMENT | 91 |

  223. 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, 2023 and 2024 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.

  224. Pay versus Performance (“PvP”)

    | Year | Summary Compensation Table Total for Mr. Fyrwald(1)($) | Summary Compensation Table Total for Mr. Clyburn(1)($) | Summary Compensation Table Total for Mr. Fibig(1)($) | Compensation Actually Paid to Mr. Fyrwald(1)($) | Compensation Actually Paid to Mr. Clyburn(1)($) | Compensation Actually Paid to Mr. Fibig(1)($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | 2024 | 24,154,267 | 5,080,283 | | 25,111,718 | 339,713 | | | 2023 | | 10,747,653 | | | 2,413,620 | | | 2022 | | 19,271,654 | 11,800,037 | | 15,327,178 | 8,911,848 | | 2021 | | | 9,767,380 | | | 12,525,503 | | 2020 | | | 7,731,147 | | | 4,403,472 |

  225. Pay versus Performance (“PvP”)

    | Year | 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) | (h) | (i) | (j) | (k) | (l) | (m) | | 2024 | 3,593,925 | 3,320,758 | 75 | 126 | 243 | 1.1% | | 2023 | 3,333,676 | 2,283,835 | 71 | 127 | (2,567) | (1.4)% | | 2022 | 5,369,203 | 3,743,462 | 88 | 110 | (1,871) | 9.3% | | 2021 | 3,148,004 | 3,170,578 | 123 | 151 | 270 | 7.8% | | 2020 | 2,060,046 | 1,286,913 | 87 | 117 | 363 | —% |

  226. Pay versus Performance (“PvP”)

    | (1) Mr. Fyrwald joined as our CEO on February 6, 2024. Mr. Clyburn ceased serving as our CEO and as a director of the Board as of February 6, 2024 and departed the company on March 31, 2024. Mr. Clyburn joined as our CEO and as a director 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. |

  227. Pay versus Performance (“PvP”)

    | (2) Non-CEO NEOs for 2024 were: Mr. Glenn Richter, Mr. Yuvraj Arora, Mr. Simon Herriott and Ms. Jennifer Johnson. |

  228. Pay versus Performance (“PvP”)

    | (3) Non-CEO NEOs for 2023 were: Mr. Glenn Richter, Mr. Yuvraj Arora, Mr. Simon Herriott and Ms. Jennifer Johnson. |

  229. Pay versus Performance (“PvP”)

    | (4) Non-CEO NEOs for 2022 were: Mr. Glenn Richter, Mr. Nicolas Mirzayantz (Former President, Nourish), Ms. Deborah Borg (EVP, Chief People & Culture Officer), Mr. Ralf Finzel (EVP, Global Operations Officer) and Mr. Francisco Fortanet (Former EVP, Global Operations Officer). |

  230. Pay versus Performance (“PvP”)

    | (5) 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). |

  231. Pay versus Performance (“PvP”)

    | 92 | IFF | 2025 PROXY STATEMENT |

  232. Pay versus Performance (“PvP”)

    | (6) 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). |

  233. Pay versus Performance (“PvP”)

    | (7) 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. |

  234. Pay versus Performance (“PvP”)

    | (8) Net Income (Loss) reflected represents GAAP Net Income (Loss) as reported on Form 10-K in the Results of Operations Statement. The 2024 Net income of $243 million reflects a $64 million impairment of goodwill in the Pharma Solutions Disposal Group reporting unit. Excluding all one-time adjustments for 2024, the Adjusted Net Income was $307 million. |

  235. Pay versus Performance (“PvP”)

    | (9) 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 - 2024 Direct Compensation.” |

  236. 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. |

  237. 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.

  238. Relationship of Compensation Actually Paid to Performance Measures

    | 96 | IFF | 2025 PROXY STATEMENT |

  239. Compensation Actually Paid (“CAP”) vs. IFF 5-year Cumulative TSR vs. Peer Group 5-year Cumulative TSR

    Compensation Actually Paid (“CAP”) vs. IFF 5-year Cumulative TSR vs. Peer Group 5-year Cumulative TSR

  240. 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 2024, the primary driver of the difference in adjusted net income and net income of $243 million is driven by a $64 million impairment of goodwill in the Pharma Solutions Disposal Group reflected in the adjusted net income for 2024.

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

    | IFF | 2025 PROXY STATEMENT | 97 |

  242. 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

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

    | 98 | IFF | 2025 PROXY STATEMENT |

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

    | Information About The Meeting |

  245. 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?

  246. 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 |