DEF 14A of International Flavors & Fragrances Inc, Mar 18, 2026

DEF 14A of International Flavors & Fragrances Inc

Filed Mar 18, 2026 · FY20250001140361-26-009960

Open on EDGAR

  1. Director Nominees

    Director Nominees

  2. Director Nominees

    | | | | | | Committee Membership* | | | | | Name and Primary Occupation | | Joined | Age | Audit | Human Capital & Compensation | Governance & Corporate Responsibility | Innovation | Independent | | Virginia C. Drosos Former Chief Executive Officer and Director Signet Jewelers Ltd. | | 2025 | 63 | | Chair | | • | • | | Paul J. Fribourg Chairman and Chief Executive Officer Continental Grain Company | | 2025 | 72 | • | | | | • | | J. Erik Fyrwald Chief Executive Officer IFF | | 2024 | 66 | | | | | | | Brett Icahn Investor and Portfolio Manager Icahn Capital | | 2025 | 46 | • | | | | • | | Cynthia T. Jamison Former Chief Financial Officer AquaSpy Inc. | | 2025 | 66 | Chair | | • | | • | | Mehmood Khan Chief Executive Officer Hevolution Foundation | | 2025 | 67 | | | • | Chair | • | | Jesus B. Mantas Retired Senior Executive IBM | | 2025 | 57 | • | • | | • | • | | Richard Mulligan Mallinckrodt Professor of Genetics, Emeritus Harvard Medical School | | 2025 | 71 | | | | • | • | | Kevin O’Byrne Former Chief Financial Officer and Director J Sainsbury plc | | 2023 | 61 | | | • | | • | | Dawn C. Willoughby Former Executive Vice President and Chief Operating Officer The Clorox Company | | 2023 | 56 | | • | Chair | | • | | = Financial Expert * The Committee Memberships are expected following the 2026 Annual Meeting. For more details of the “Nominees for Director” please see page 5. | | | | | | | | |

  3. Director Nominees

    | ii | IFF | 2026 PROXY STATEMENT |

  4. 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 2026 Annual Meeting, each for a one-year term that expires at the 2027 Annual Meeting:

  5. Our Board

    | Kevin O’Byrne (Chair) | | | Virginia C. Drosos | Mehmood Khan | | Paul J. Fribourg | Jesus B. Mantas | | J. Erik Fyrwald | Richard Mulligan | | Brett Icahn | Dawn C. Willoughby | | Cynthia T. Jamison | |

  6. 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 2026 Annual Meeting, our Board may decrease the number of directors to be elected or designate a substitute nominee for that vacancy.

  7. Director Nominees - Skills, Experience and Tenure

    Director Nominees - Skills, Experience and Tenure We believe that each of our nominees has the experience, skills and qualities to fully perform his or her duties as a director and to contribute to our success. Each of our nominees is being nominated because he or she adheres to the highest standards of personal integrity and possesses excellent interpersonal and communication skills, is highly accomplished in his or her field, has an understanding of the interests and issues that are important to our shareholders and is able to dedicate sufficient time to fulfilling his or her obligations as a director. Our nominees as a group complement each other and each other’s respective experiences, skills and qualities.

  8. Director Nominees - Skills, Experience and Tenure

    | | DIRECTOR NOMINEE SKILLS & EXPERIENCE MATRIX | | | | | | | | | | | | DIRECTOR | | | | | | | | | | | | Virginia C. Drosos | Paul J. Fribourg | J. Erik Fyrwald | Brett Icahn | Cynthia T. Jamison | Mehmood Khan | Jesus B. Mantas | Richard Mulligan | Kevin O’Byrne | Dawn C. Willoughby | | DEMOGRAPHIC BACKGROUND | | | | | | | | | | | | Age (As of 3/3/2026) | 63 | 72 | 66 | 46 | 66 | 67 | 57 | 71 | 61 | 56 | | Gender | F | M | M | M | F | M | M | M | M | F | | YEAR JOINED BOARD | 2025 | 2025 | 2024 | 2025 | 2025 | 2025 | 2025 | 2025 | 2023 | 2023 | | KNOWLEDGE, SKILLS & EXPERTISE | | | | | | | | | | | | Current or Prior CEO | • | • | • | | | • | | | • | | | Operations / Manufacturing | • | • | • | | | | | | | • | | Consumer Products | • | | • | | • | • | | | • | • | | Innovation / R&D | • | | • | | | • | • | • | | • | | Biotech | | • | • | | | • | • | • | | | | Mergers & Acquisitions / Integrations | • | • | • | • | • | • | • | • | • | • | | Human Capital | • | • | • | | • | • | • | • | | • | | Sustainability / Environmental | | • | • | • | • | • | | | • | • | | Finance / Accounting | • | • | • | • | • | | • | | • | | | ERM / Risk Management | • | • | • | • | • | | • | | • | • | | International / Emerging Markets | • | • | • | | | • | • | | • | • | | Technology / IT | • | • | • | | • | | • | | • | | | Information Security / Cybersecurity | | | | | • | | • | | | | | Artificial Intelligence / Big Data / Analytics | | | | | • | | • | | | | | Other Public Board Experience | • | • | • | • | • | • | • | • | • | • |

  9. Director Nominees - Skills, Experience and Tenure

    | 2 | IFF | 2026 PROXY STATEMENT |

  10. Nominees for Director

    Nominees for Director

  11. Nominees for Director

    | Virginia C. Drosos Age: 63 Director Since: 2025 | Business Experience Ms. Drosos served as the Chief Executive Officer of Signet Jewelers Ltd. (“Signet”), the world’s largest retailer of diamond jewelry, from August 2017 to November 2024. During her tenure, she led Signet through a significant transformation, expanding its digital capabilities and enhancing the customer experience to deliver total shareholder returns more than five times the retail industry average. Prior to her role at Signet, Ms. Drosos was Chief Executive Officer of Assurex Health, Inc. (“Assurex”), where she delivered significant revenue growth and executed the strategic sale of the company. Prior to Assurex, she spent 25 years at The Procter & Gamble Company, including as Group President Global Beauty, where she established herself as a transformative leader who led game changing innovation, built multibillion-dollar brands, and reinvented global categories. Ms. Drosos served as a director of Foot Locker, Inc. from 2022 to 2025, Signet Jewelers Ltd. from 2012 to 2024, and American Financial Group, Inc. from 2013 to 2021. Education Ms. Drosos holds a Bachelor of Business Administration from the Terry School, University of Georgia, and a Master of Business Administration from the Wharton School, University of Pennsylvania. Qualifications Ms. Drosos brings extensive relevant experience, deep consumer insights and a proven ability to drive innovation and lead with purpose, which aligns with our long-term strategy to deliver sustainable growth and value creation for all stakeholders. She also has significant public company board experience. |

  12. Nominees for Director

    | Paul J. Fribourg Age: 72 Director Since: 2025 | Business Experience Mr. Fribourg brings more than four decades of global leadership experience in the agribusiness, food, and investment sectors, and currently serves as Chairman and Chief Executive Officer of Continental Grain Company (“Conti”), a position he has held since 1997. He has overseen Conti’s transformation into a diversified global investment firm with a focus on food, agriculture, and adjacent industries. Under Mr. Fribourg’s leadership, Conti has expanded its portfolio and strategic partnerships across continents, reinforcing its legacy of innovation and resilience. He currently serves on the boards of Loews Corp., a diversified company, with businesses in the insurance, energy, hospitality and packaging industries, since 1997, and Estée Lauder Companies Inc., a global leader in prestige beauty, since 2006. Mr. Fribourg is also the board chair of Continental Grain Company, an agribusiness investment company, since 1976; a board member of Syngenta Group Co. Ltd., a global agricultural technology and innovation company, since 2018; and a board member of Wayne-Sanderson Farms LLC, a poultry producer, since 2011. Education Mr. Fribourg earned a Bachelor of Arts degree, magna cum laude, from Amherst College and completed the Advanced Management Program at Harvard Business School. Qualifications Mr. Fribourg brings a strong combination of global market insight and operational excellence. His experience, leadership and vision will help guide the Company through its next phase of growth as it continues to deliver breakthrough solutions for customers and create long-term value for its stakeholders. |

  13. Nominees for Director

    | IFF | 2026 PROXY STATEMENT | 5 |

  14. Nominees for Director

    | J. Erik Fyrwald Age: 66 Director Since: 2024 | 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 Group, 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 Company 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 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. He serves as a director of Eli Lilly and Company, a pharmaceutical company that develops, manufactures, and sells prescription drugs and other healthcare products, since 2005. 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. |

  15. Nominees for Director

    | Brett Icahn Age: 46 Director Since: 2025 | Business Experience Mr. Icahn is an investor and portfolio manager at Icahn Capital, a subsidiary of Icahn Enterprises. Icahn Enterprises is a diversified holding company engaged in a wide range of sectors, including investment, automotive, energy, food packaging, real estate, and home fashion. Since October 2020, Mr. Icahn has played a leading role in managing the investment strategy for Icahn Capital. He is currently serving on the boards of SandRidge Energy, Inc., an independent oil and natural gas company focused on the acquisition, development, and production of oil and gas properties, since 2020, and CVR Energy, a diversified holding company that operates in the petroleum refining and marketing, renewable fuels, and nitrogen fertilizer businesses, since 2025. Mr. Icahn was a director of Icahn Enterprises LP, a diversified holding company that owns a variety of subsidiaries operating in different sectors, from 2020 to 2025; Bausch Health Companies Inc., a global diversified pharmaceutical company, from 2021 to 2025; Bausch + Lomb Corporation, an eye health company, from 2022 to 2025; and Dana Inc., an automotive supplier company, from 2022 to 2023 and January 2025 to June 2025. Education Mr. Icahn holds a Bachelor of Arts from Princeton University. Qualifications Mr. Icahn brings a sharp investment acumen and deep understanding of corporate strategy. His experience is very valuable as we enter a new phase of growth and advance strategic priorities. |

  16. Nominees for Director

    | 6 | IFF | 2026 PROXY STATEMENT |

  17. Nominees for Director

    | Cynthia T. Jamison Age: 66 Director Since: 2025 | Business Experience Ms. Jamison had an Executive career as a turnaround Chief Financial Officer (“CFO”), she has been the CFO or Chief Operating Officer of several publicly and privately held companies including AquaSpy Inc., a soil diagnostic company, 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. She also served as a partner with Tatum, LLP from June 1999 to May 2009. 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. Ms. Jamison had previously held Executive/Financial leadership roles at Arthur Andersen, Kraft General Foods, Hewitt Associates, Allied Domecq (Dunkin’ Donuts/Baskin Robbins) and Chart House Enterprises. She currently serves as Chair of the Board of Darden Restaurants, a hospitality company, and is a Trustee and Chair of the Nominations & Governance committee at Save the Children, a leading charity/non-profit organization. Ms. Jamison is a former board Chair of Tractor Supply Company, a retail company, from 2002 to 2023; and a former Board member of ODP Corp from 2013 to 2025 and B&G Foods, an American branded foods company, from 2004 to 2015, as well as several others. 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. She served a four-year term on the Financial Accounting Standards Advisory Council from 2018 to 2022. She also holds the following certificates: United States Secret Service Cybersecurity Board Academy, May 2025, and the Oxford Artificial Intelligence Program, January 2026. |

  18. Nominees for Director

    | Mehmood Khan Age: 67 Director Since: 2025 | Business Experience Dr. 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, Dr. 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. Dr. 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. Dr. Khan was a director of Reckitt Benckiser, a multinational company that manufactures and markets products for the home, health and personal care, from 2018 to 2025, and CorMedix Inc., a biopharmaceutical company developing and commercializing therapeutic products for the prevention and treatment of infectious and inflammatory diseases, from 2017 to 2020. Education Dr. 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 PhDs in Humanities and International Law. Qualifications Dr. 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 a track record of leading research and development efforts to create breakthrough innovations. |

  19. Nominees for Director

    | IFF | 2026 PROXY STATEMENT | 7 |

  20. Nominees for Director

    | Jesus B. Mantas Age: 57 Director Since: 2025 | Business Experience Mr. Mantas is a senior technology and management consulting executive with broad corporate governance experience. He led the $10B Business Transformation Services unit of IBM Consulting; he also led Strategy, Innovation, M&A and other IBM divisions including IBM Global Business Outsourcing, IBM Consulting in Latin America and North America enterprise market during his IBM tenure. Before IBM, he was a Partner in the High Technology practice of PricewaterhouseCoopers Consulting. Prior to his move to the USA, he worked for Procter & Gamble and served as an officer in the Air Force of Spain. Mr. Mantas currently serves on the boards of Biogen Inc., a leading biotechnology company; and the National Association of Corporate Directors (NACD). He also serves in the advisory council of NASDAQ Center for Board Excellence and is a trustee of the J. Patrick McGovern Foundation, the world’s foremost philanthropy committed to fund public-purpose, ethical use of Artificial Intelligence. Education Mr. Mantas holds degrees in Telecommunications and Business Administration by Universidad Politécnica de Madrid. He served as an adjunct professor at the University of California Irvine, and has completed Harvard Business School Corporate Governance. Qualifications Mr. Mantas brings a strong combination of digital innovation, global market insight and operational excellence. His experience, leadership and vision will help guide the Company through its next phase of growth as it continues to deliver breakthrough solutions for customers and create long-term value for its stakeholders. |

  21. Nominees for Director

    | Richard Mulligan Age: 71 Director Since: 2025 | Business Experience Dr. Mulligan is currently the Mallinckrodt Professor of Genetics, Emeritus, at Harvard Medical School, and served as Visiting Scientist at the Koch Institute for Integrative Cancer Research at the Massachusetts Institute of Technology (MIT) from March 2017 to February 2021. From March 2017 to October 2018, Dr. Mulligan served as Portfolio Manager at Icahn Capital, an investment management firm, and from May 2013 to December 2016, he served as Founding Partner and Senior Managing Director of Sarissa Capital Management LP, a registered investment advisor. From 1996 to 2013, Dr. Mulligan served as the Mallinckrodt Professor of Genetics at Harvard and Director of the Harvard Gene Therapy Initiative. Prior to that, he served as Professor of Molecular Biology at MIT and a member of the Whitehead Institute for Biomedical Research. He is currently serving on the boards of Sana Biotechnology, Inc., a public biotechnology company, since 2018, and Bausch Health Companies Inc., a public pharmaceutical company, since 2022. He was a director of Biogen Inc., a public biotechnology company, from 2009 to 2023; Enzon Pharmaceuticals, a pharmaceutical company, from 2011 to 2013; and Cellectis SA, is a clinical-stage biotechnology company, from 2007 to 2013. Education Dr. Mulligan received his PhD in Biochemistry from the Stanford University School of Medicine and his B.S. in Biology from MIT. Qualifications Dr. Mulligan offers world-class scientific expertise and a track record of innovation that will be valuable to our Company as we accelerate our transformation and deliver sustainable, long-term value for our customers, shareholders and employees. |

  22. Nominees for Director

    | 8 | IFF | 2026 PROXY STATEMENT |

  23. Nominees for Director

    | Kevin O’Byrne Age: 61 Director Since: 2023 | Business Experience Mr. O’Byrne served, until March 2023, as Chief Financial Officer and Director of J Sainsbury plc, the second largest retailer in the United Kingdom. He was previously Chief Executive Officer of Poundland Group Plc and held executive roles at Kingfisher Plc, including Divisional CEO UK, China and Turkey, Chief Executive Officer of B&Q UK & Ireland and Group Finance Director. Prior to this, he was Group Finance Director of Dixons Retail plc and European Finance Director of Quaker Oats. Mr. O’Byrne joined the IFF Board in March 2023 and was elected Chair of the Board in May 2025. Mr. O’Byrne is also Chair of the Board of Centrica plc, a FTSE-100 listed energy and services company, where he previously was Senior Independent Director and Chair of the Audit and Risk Committee. He has over 35 years of experience on public company boards in the UK, Germany and US, as an executive and non-executive. He was previously Senior Independent Director and Chair of the Audit Committee of Land Securities Group plc. Education Mr. O’Byrne holds a Bachelor of Arts degree in Business Studies from Trinity College, Dublin and he has been a Fellow of the Institute of Chartered Accountants in England & Wales since 1990. Qualifications Mr. O’Byrne is a skilled Chief Financial Officer, and public company board director with extensive international business and finance experience. 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. |

  24. Nominees for Director

    | Dawn C. Willoughby Age: 56 Director Since: 2023 | 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. She serves as a director of J.M. Smucker Company, a manufacturer and marketer of branded food and beverage products, since 2017, and TE Connectivity, an engineering, design and manufacturer of sensors and electrical connectivity solutions, since March 2020. 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 highly valuable to our Board and management team. |

  25. Nominees for Director

    | IFF | 2026 PROXY STATEMENT | 9 |

  26. Nominees for Director

    | Corporate Governance |

  27. Responsibilities

    | • | reviewing and approving the peer group companies for the purpose of benchmarking compensation and performance; |

  28. Responsibilities

    | • | recommending to the Board any changes to the compensation of non-employee directors; |

  29. Responsibilities

    | • | reviewing and approving annually the discretionary equity pool that may be issued by the CEO for off cycle equity grants issued for new hires, promotions and retention; |

  30. Role of Compensation Consultant

    Role of Compensation Consultant The Human Capital & Compensation Committee has the authority to retain compensation consultants or advisors to assist it in fulfilling its responsibilities, including evaluating CEO, executive and non-employee director compensation, and in fulfilling its other responsibilities. In 2025, the Human Capital & Compensation Committee directly engaged Frederic W. Cook & Co., Inc. (“FW Cook”) as its compensation consultant and affirmatively reviewed and determined that FW Cook qualified as independent. FW Cook’s work with the Human Capital & Compensation Committee included analyses, advice, guidance and recommendations on executive and non-employee director compensation levels versus peers, market trends, incentive plan designs and pay and performance alignment and other executive compensation practices and policies such as severance arrangements. See also the discussion in our CD&A.

  31. Responsibilities

    | • | overseeing the annual CEO evaluation process and recommending to the Board the annual performance goals for the CEO; |

  32. Board and Committee Roles in Overseeing Risk

    | | BOARD OF DIRECTORS | | | | Oversees and reviews our significant risks | | | Audit Committee | | Human Capital & Compensation Committee | | Oversees financial risks and the policies and practices established to manage such risks and also oversees and reviews procedures for monitoring compliance with laws and our Code of Conduct | | Oversees risks associated with compensation policies and practices, our compensation plans (including equity compensation plans), severance, change in control, talent and other employment-related matters | | Governance & Corporate Responsibility Committee | | Innovation Committee | | Oversees governance risk, risks related to sustainability and corporate responsibility, and risk related to CEO succession | | Oversees risks related to R&D and innovation programs, emerging science and technology issues and related business opportunities | | | MANAGEMENT | | | Manages our day-to-day business risks and risk management process | | |

  33. Share Retention Policy

    If an executive or director does not meet the targeted ownership level, the executive or director may not sell or transfer any IFF shares held in an equity, a deferred compensation or a retirement plan account provided by the Company, and the executive or director must retain such shares in such accounts until the targeted ownership level is met, except as approved by the Human Capital & Compensation Committee. For executives, if their targeted ownership level is not met, the executive is required to retain a portion of any shares of common stock acquired as a result of the vesting of restricted stock or a Restricted Stock Unit (“RSU”) (after payment of any taxes). Unexercised Stock-Settled Appreciation Rights (“SSARs”), unvested performance-based RSU awards do not count towards meeting the ownership guidelines. As of the Share Retention Policy’s determination date, all of our named executive officers and directors were in compliance with our Share Retention Policy. Additional detail regarding ownership of our common stock by our executive officers and directors is included in this proxy statement under the heading “Securities Ownership of Management, Directors and Certain Other Persons.”

  34. Equity Grant Policy

    Equity Grant Policy The Human Capital & Compensation Committee has adopted an Equity Grant Policy with respect to the issuance of equity awards under our equity plans. Under the Equity Grant Policy, the Human Capital & Compensation Committee approves all equity awards to our executive officers (other than our CEO) and certain other members of senior management, and our Board approves all equity awards to our CEO and to our non-employee directors. The same Committee approves the performance metrics and goals for our Performance Stock Unit (PSU) Award at its regularly scheduled meeting in late February/early March, and the grant date for annual awards to all employees (RSUs and PSUs) is April 1st. The annual awards to our non-employee directors is the date of the Company’s annual meeting of shareholders. In addition to the annual grants, equity awards may be granted “off-cycle” at other times during the year to new hires, for promotions, retention purposes, director appointments or other special circumstances. The Company makes off-cycle grants to new hires on the first day of the month following the date of hire. For 2025 grants, the grant price of equity awards (both RSU and PSU) is the closing price of our common stock on the NYSE on the date of the grant. We do not schedule our equity grants in anticipation of the release of material non-public information (“MNPI”), nor do we time the release of MNPI based upon grant dates of equity nor do we time disclosure of the MNPI for the purposes of affecting the value of executive compensation.

  35. Director Compensation Program

    Director Compensation Program

  36. Annual Director Cash and Equity Compensation

    Annual Director Cash and Equity Compensation

  37. Annual Director Cash and Equity Compensation

    | Cash Retainer | | | Cash fees for 2025 were paid according to the following schedule: | | | Non-Employee Director Annual Retainer | $100,000 | | Non-Executive Chair | $66,667 | | Chair Retainer — Audit Committee | $25,000 | | Chair Retainer — Human Capital & Compensation Committee | $20,000 | | Chair Retainer — Governance & Corporate Responsibility Committee | $20,000 | | Chair Retainer — Innovation Committee | $15,000 | | Restricted Stock Awards | | | Non-Employee Director Annual Award | $200,000 | | Non-Executive Chair | $133,333 |

  38. Annual Director Cash and Equity Compensation

    Under our non-employee director compensation program, for the service year from the 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”) to the 2026 Annual Meeting, cash retainers were paid in November and the RSUs were granted under our 2021 Amended and Restated Stock Award and Incentive Plan (“2021 A&R SAIP”) on the date of the 2025 Annual Meeting.

  39. 2025 Directors’ Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3)(4) | All Other Compensation ($)(5) | Total ($) | | Kathryn J. Boor | 100,000 | 199,997 | | 299,997 | | Mark J. Costa | 100,000 | 199,997 | | 299,997 | | Virginia C. Drosos | 87,671 | 175,335 | | 263,006 | | John F. Ferraro | 120,000 | 199,997 | 10,000 | 329,997 | | Paul J. Fribourg | 75,890 | 151,801 | | 227,691 | | Brett Icahn | 53,151 | 106,281 | | 159,432 | | Vincent Intrieri | 50,000 | 199,997 | | 249,997 | | Cynthia T. Jamison | 125,000 | 199,997 | 10,000 | 334,997 | | Mehmood Khan | 115,000 | 199,997 | | 314,997 | | Jesus B. Mantas | 75,890 | 151,801 | 10,000 | 237,691 | | Richard Mulligan | 53,151 | 106,281 | | 159,432 | | Kevin O’Byrne | 166,667 | 333,354 | 7,000 | 507,021 | | Margarita Paláu-Hernández | 50,000 | 199,997 | | 249,997 | | Dawn C. Willoughby | 120,000 | 199,997 | 10,000 | 329,997 |

  40. 2025 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, 2025, and vests at the annual meeting in 2026 unless deferred, 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, 2025, included in our Annual Report on Form 10-K filed with the SEC on February 27, 2026. |

  41. 2025 Directors’ Compensation

    | (3) Each director received a grant on May 1, 2025, of 2,569 (FMV $77.85) under our A&R 2021 SAIP. None of our directors forfeited any RSUs or shares of deferred stock during 2025. Ms. Drosos, who joined the Board in June 2025, received a pro-rata grant on July 1, 2025, of 2,335 RSUs (FMV $75.09) for her 2025-2026 retainer. Messrs. Fribourg and Mantas, who joined the Board in July 2025, received a prorated grant on September 2, 2025 of 2,281 RSUs (FMV $66.55) for their 2025-2026 retainer. Messrs. Icahn and Mulligan, who joined the Board in October 2025, received a prorated grant on November 1, 2025, of 1,712 RSUs (FVM $62.08) for their 2025-2026 retainer. |

  42. 2025 Directors’ Compensation

    | IFF | 2026 PROXY STATEMENT | 25 |

  43. Directors’ Compensation

    | (4) As of December 31, 2025, the following directors held the number of unvested RSUs and shares of deferred common stock indicated in the table below. |

  44. Directors’ Compensation

    | Director | RSUs | Deferred Stock | | Kathryn J. Boor | 2,569 | 6,154 | | Mark J. Costa | 2,569 | | | Virginia C. Drosos | 2,335 | | | John F. Ferraro | 2,569 | 12,959 | | Paul J. Fribourg | 2,281 | | | Brett Icahn | 1,712 | | | Vincent Intrieri | 2,569 | | | Cynthia T. Jamison | 2,569 | | | Mehmood Khan | 2,569 | | | Jesus B. Mantas | 2,281 | | | Kevin O’Byrne | 4,282 | | | Margarita Paláu-Hernández | 2,569 | | | Richard Mulligan | 1,712 | | | Dawn C. Willoughby | 2,569 | 3,620 |

  45. 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 3, 2026, 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.

  46. 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 | 21,314 | 13,437 | — | 7,877 | * | | Kathryn J. Boor | 9,014 | 255 | — | 8,759 | * | | Mark J. Costa | 6,583 | 4,014 | — | 2,569 | * | | Carol Anthony (John) Davidson | — | — | — | — | * | | Michael DeVeau | 19,003 | 10,596 | — | 8,407 | * | | Virginia C. Drosos | 2,434 | 99 | — | 2,335 | * | | John F. Ferraro | 15,603 | — | — | 15,603 | * | | Roger W. Ferguson, Jr. | 17,457 | 26 | — | 17,431 | * | | Paul J. Fribourg | 2,298,920(4)(5) | 15,450 | — | 2,281 | * | | J. Erik Fyrwald | 123,304 | 88,660 | — | 34,644 | * | | Christina Gold | 14,336 | 14,336 | — | — | * | | Leticia Gonçalves Lourenço | 7,318 | — | — | 7,318 | * | | Brett Icahn | 1,712 | — | — | 1,712 | * | | Vincent Intrieri | 3,173 | 604 | — | 2,569 | * | | Cynthia T. Jamison | 3,173 | 604 | — | 2,569 | * | | Jennifer Johnson | 30,958 | 11,480 | 15,586 | 3,892 | * | | Mehmood Khan | 3,173 | 604 | — | 2,569 | * | | Jesus B. Mantas | 2,281 | — | — | 2,281 | * | | Richard Mulligan | 1,712 | — | — | 1,712 | * | | Andres Muller | 3,775 | 1,192 | — | 2,583 | | | Kevin O’Byrne | 27,228(6) | 22,946 | — | 4,282 | * | | Margarita Paláu-Hernández | 4,962 | 2,393 | — | 2,569 | * | | Dawn C. Willoughby | 6,644 | 434 | — | 6,210 | * | | All Directors and Executive Officers as a Group (28 persons) | 2,736,456(7) | 270,189 | 15,586 | 169,492 | * |

  47. Directors and Executive Officers

    | * Less than 1%. |

  48. Directors and Executive Officers

    | ** Based on 255,437,821 shares of common stock outstanding as of March 3, 2026. |

  49. Directors and Executive Officers

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

  50. 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. |

  51. Directors and Executive Officers

    | (3) In determining the number and percentage of shares beneficially owned by each person, shares that may be acquired by such person within 60 days after March 3, 2026, are deemed outstanding for purposes of determining the total number of outstanding shares for such person and are not deemed outstanding for such purpose for all other shareholders. Certain stock equivalent units |

  52. Directors and Executive Officers

    | IFF | 2026 PROXY STATEMENT | 27 |

  53. Reference Guide to our CD&A

    | Section | Page | | Restricted Stock Units | 43 | | Indirect Compensation | 43 | | Deferred Compensation Plan | 43 | | Severance Arrangements | 44 | | Additional Benefits | 44 | | Compensation Setting Process | 45 | | Peer Group and Benchmarking | 45 | | Clawback Policy | 47 | | Tax Deductibility | 47 | | Non-GAAP Reconciliation | 47 |

  54. Short-Term Incentives (Annual Incentive for Performance Year 2025)

    Short-Term Incentives (Annual Incentive for Performance Year 2025)

  55. Short-Term Incentives (Annual Incentive for Performance Year 2025)

    | • | Near-target payouts, reflecting growth in EBITDA and net sales against pre-established financial goals for 2025. |

  56. Long-Term Incentives (2023–2025 PSU)

    Long-Term Incentives (2023–2025 PSU)

  57. Long-Term Incentives (2023–2025 PSU)

    | • | 0% payout for the 2023–2025 performance cycle, reflecting performance on ROIC and TSR relative to S&P 500 companies that did not meet minimum threshold requirements. |

  58. What This Demonstrates

    | • | The program delivers lower payouts when performance falls below expectations, reinforcing program integrity and alignment with long-term shareholder value creation |

  59. Compensation Governance

    Compensation Governance We believe strong compensation governance is fundamental to pay-for-performance and effective risk management. To ensure continued alignment of compensation with Company performance and the creation of shareholder value on a long-term, sustainable basis, we maintain a strong compensation governance framework. The Committee oversees our executive compensation program, including reviewing and approving compensation decisions and program design, reviewing and approving the peer group used for benchmarking, engaging an independent compensation consultant, and conducting an annual risk assessment of our compensation programs. The Committee also reviews and discusses with management the Compensation Discussion and Analysis (“CD&A”) included in this proxy statement. In addition, the Committee considers shareholder feedback and the annual advisory vote on executive compensation (“Say on Pay”) vote as an important input to the design of our compensation programs. The following highlights summarize key governance practices that we believe support pay-for-performance, effective risk management and alignment with shareholder interests. Additional detail is provided throughout this CD&A, including under “Compensation Setting Process,” “Peer Group and Benchmarking,” and “Clawback Policy.”

  60. Compensation Governance Highlights

    | Pay-For-Performance | | | ✔ | A significant portion of NEO compensation is at-risk and performance-based. | | ✔ | Annual and long-term incentives use multiple metrics to promote a balanced focus. | | ✔ | Long-term incentives are delivered in equity to align with shareholders. | | Alignment | | | ✔ | Compensation design balances Company and business-unit performance with individual contributions. | | ✔ | Executives are subject to stock ownership/retention guidelines. | | Risk Management | | | ✔ | The Committee engages an independent compensation consultant. | | ✔ | The Committee conducts an annual compensation risk assessment. | | ✔ | The Committee implemented robust executive clawback policies, which go beyond the minimum requirements of the NYSE listing standards, to recoup cash incentive and all equity compensation upon certain triggering events. | | Safeguards (What We Don’t Do) | | | ✘ | No tax gross-ups for severance or change in control related payments. | | ✘ | No single-trigger vesting of cash incentive or equity-based awards upon change in control. | | ✘ | No short-sales, hedging or pledging of our stock by our employees, officers or directors. | | ✘ | No employment agreements with executive officers. | | ✘ | No stock option/SSAR repricing or exchange of underwater options or SSARs for cash without shareholder approval. | | ✘ | No guaranteed pay increases or equity awards for NEOs. | | ✘ | No spring-loading of equity awards. |

  61. 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 of currency neutral sales and EBITDA. | | Performance Stock Units (“PSU”) Award | Variable Long-Term Equity | • To motivate and reward the achievement of our long-term financial, operational, and shareholder return objectives. The 2025-2027 PSU Award is measured by EBITDA Margin, Relative TSR vs. S&P 500 Chemicals and Employee Engagement. • The earned award is paid in shares of our common stock to align executives’ interests with those of our shareholders. | | 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. |

  62. Compensation Elements and Targeted Mix

    The Committee periodically reviews the mix between variable and fixed compensation between short-term and long-term incentive compensation opportunities and between cash and equity opportunities. Committee decisions consider (1) benchmarking against a peer group and other external data provided by our independent compensation consultant, (2) recommendations from our independent compensation consultant, and (3) recommendations from our CEO and EVP, Chief People & Culture Officer. When reviewing and setting compensation for our NEOs, the Committee considers individual performance that contributes to the Company’s success in achieving its strategic initiatives. Our indirect compensation and reward elements consist of (1) our Deferred Compensation Plan (“DCP”) and our Retirement Investment Fund Plan (the “401(k)”), (2) our perquisite program, (3) our Executive Severance Policy (“ESP”) and (4) our Executive Death Benefit Plan. The Committee regularly reviews the costs and benefits of these programs.

  63. 2025 Compensation Actions

    2025 Compensation Actions In March 2025, for each NEO, the Committee retained the Currency Neutral (“CN”) Sales Growth and EBITDA metrics to maintain focus on our top priority of profitable growth. In addition, the Committee, in consultation with its independent compensation consultant, FW Cook, and management evaluated the PSU Award design for 2025. Pursuant to this evaluation, the Committee decided to replace the Stock Appreciation and Productivity metrics with metrics aligned to the Company’s reset five-year strategic plan. The financial metrics for 2025-2027 PSUs were: (1) EBITDA Margin, (2) Relative TSR vs. S&P 500 – Chemicals, and (3) Employee Engagement. All metrics are measured over a three-year period.

  64. 2026 Compensation Actions

    maintaining a balanced scorecard that supports profitable growth. The 2026-2028 PSU design will remain the same metrics as the 2025 PSU which 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.

  65. One-Time Awards and Pay-for-Performance Alignment

    One-Time Awards and Pay-for-Performance Alignment The Committee approved one-time awards in limited and specific circumstances where such awards were necessary to support the Company’s strategic priorities and long-term value creation. These awards are not intended to increase ongoing target compensation or replace the Company’s core pay-for-performance framework. Rather, they are used selectively to address discrete business needs, including the recruitment of critical external talent and the retention of key executives during periods of transformation, execution risk or heightened competition for talent. Consistent with this approach, one-time awards are structured with service-based and/or performance-based vesting conditions and are designed to align executives’ incentives with the successful execution of the Company’s strategic objectives and the interests of shareholders. The Committee believes that the limited and disciplined use of one-time awards, coupled with rigorous vesting conditions and the absence of discretionary adjustments to formulaic incentive payouts, reinforces the integrity of the Company’s pay-for-performance framework and alignment with long-term shareholder value creation.

  66. New Hire Awards

    New Hire Awards In connection with the hiring of Ms. Gonçalves Lourenço as President, Health & Biosciences, in March 2025, and Mr. Muller as President, Food Ingredients, in December 2024, the Committee approved one-time new-hire awards intended to replace long-term incentive compensation forfeited upon leaving prior employers. The Committee believes these awards were necessary to attract high-caliber leadership talent with the experience required to execute the Company’s strategic priorities, while maintaining alignment with market compensation practices. The new-hire awards consisted of restricted stock units (RSUs), performance stock units (PSUs), and cash payments and were structured to mirror the value and vesting horizons of forfeited compensation. Buyout RSUs for each executive vest in equal installments over three years from the grant date. Ms. Gonçalves Lourenço’s buyout PSU aligns with the Company’s 2025–2027 PSU program design, while Mr. Muller’s buyout PSU aligns with the 2024–2026 PSU program design, each reflecting the executive’s respective start date. More details regarding Ms. Gonçalves Lourenço and Mr. Muller’s awards are included in this proxy statement under the heading “Offer Letters or Employment Arrangements” following the Summary Compensation Table.

  67. Mr. Arora Performance-Based Retention Award

    | • | 20% tied to IFF’s Relative TSR vs. the S&P 500 – Chemicals |

  68. Annual Incentive Plan

    Annual Incentive Plan During 2025, 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 former EVP, General Counsel and Corporate Secretary and (2) at the consolidated corporate level and the business unit level for our President, Health & Biosciences; President, Taste; and President, Food Ingredients. The performance metrics for the 2025 AIP and their assigned weightings were as follows:

  69. Annual Incentive Plan

    | Currency Neutral Sales Growth | EBITDA | | 40% | 60% |

  70. Annual Incentive Plan

    | 38 | IFF | 2026 PROXY STATEMENT |

  71. Annual Incentive Program

    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

    | | 2025 Salary(1) | Target AIP as % Base Salary | AIP Target(2) | | J. Erik Fyrwald | $1,035,000 | 200% | $2,070,000 | | Michael DeVeau | $700,000 | 90% | $630,000 | | Leticia Gonçalves Lourenço | $680,000 | 90% | $612,000 | | Yuvraj Arora | $724,914 | 90% | $652,423 | | Andres Muller | $621,000 | 90% | $558,900 | | Jennifer Johnson | $674,277 | 80% | $539,422 |

  73. Annual Incentive Program

    | (1) The amounts in this column reflect 2025 annualized salaries, not actual payment amounts. |

  74. Annual Incentive Program

    | (2) As a result of her departure from the Company on July 1, 2025, Ms. Johnson received a prorated 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. As discussed above, for 2025 AIP awards, the Committee approved the following performance metrics for the reasons noted below:

  76. Annual Incentive Program

    | 2025 AIP Performance Metrics | Weighting | Reasons for Selection | | Currency Neutral Sales Growth | 40% | • Reflects both increases in market share and sales expansion, which drives increases in gross profit. By measuring achievement independent of currency fluctuations, this goal helps ensure we are rewarding actual incremental growth. | | EBITDA | 60% | • A focus on EBITDA drives the achievement of short-term financial targets and profitability. |

  77. Annual Incentive Program

    Determination of 2025 Performance Goals. In establishing the 2025 AIP threshold, target and maximum performance levels, the Committee considered the Company’s operating plan, external guidance, prior-year results and the Company’s evolving portfolio. The Committee also evaluated the impact of completed and announced divestitures on year-over-year comparability of certain financial measures. Accordingly, while certain reported targets may appear lower than prior-year reported results when viewed without this context, the Committee reviewed performance on a pro forma basis to reflect portfolio changes and assessed goal rigor on a comparable, like-for-like basis. On a comparable basis that reflects portfolio changes, the 2025 target levels were in line with or above prior-year performance, reinforcing the rigor of the goals. Based on this review, the Committee believes the 2025 target levels represented appropriately rigorous goals and reflected the performance required to deliver against the Company’s strategic and financial priorities. 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 25% at Threshold to 200% at Max with linear interpolation between levels. The performance target levels for the financial metrics were set in line with our 2025 budget and were approved in March 2025. Consistent with the Company’s external reporting practices and to facilitate comparability, the Committee’s assessment of performance for AIP purposes may exclude certain items that are not reflective of underlying operating performance (such as items associated with significant portfolio actions, unbudgeted discontinued operations, and other non-core costs or gains). Any non-GAAP measures referenced in this CD&A, including adjusted operating EBITDA, are defined on a consistent basis and reconciled to the most directly comparable GAAP measures in Exhibit A.

  78. Annual Incentive Program

    | IFF | 2026 PROXY STATEMENT | 39 |

  79. Annual Incentive Program

    2025 Corporate and Business Unit AIP Performance. Our actual performance against our 2025 AIP corporate financial metrics is set forth in the tables below.

  80. Corporate Performance

    | Metric (Weighting) | Threshold (25%) | Target (100%) | Maximum (200%) | 2025 Results | 2025 Payout | | Currency Neutral Sales Growth (40%) | (0.5)% | 2.0 - 3.0% | 5.5% | 1.9% | | | EBITDA (60%) | 1,815M | 2,015 - 2,090M | 2,280M | 2,086M | | | Final Payout % | | | | | 98.9% |

  81. Business Unit Performance

    | Metric (Weighting) | Threshold (25%) | Target (100%) | Maximum (200%) | 2025 Results | 2025 Payout | | Currency Neutral Sales Growth - Food Ingredients (30%) | (3.4)% | (0.9) - 0.1% | 2.6% | (2.5)% | | | EBITDA - Food Ingredients (40%) | 372M | 413 - 429M | 468M | 423M | | | Corporate (30%) | | | | | | | Final Payout % | | | | | 82.2% |

  82. Business Unit Performance

    | Metric (Weighting) | Threshold (25%) | Target (100%) | Maximum (200%) | 2025 Results | 2025 Payout | | Currency Neutral Sales Growth - Health & Biosciences (30%) | 0.9% | 3.4 - 4.4% | 6.9% | 3.3% | | | EBITDA - Health & Biosciences (40%) | 515M | 571 - 593M | 647M | 593M | | | Corporate (30%) | | | | | | | Final Payout % | | | | | 98.1% |

  83. Business Unit Performance

    | Metric (Weighting) | Threshold (25%) | Target (100%) | Maximum (200%) | 2025 Results | 2025 Payout | | Currency Neutral Sales Growth - Taste (30%) | 0.4% | 2.9 - 3.9% | 6.4% | 4.0% | | | EBITDA - Taste (40%) | 415M | 461 - 478M | 522M | 478M | | | Corporate (30%) | | | | | | | Final Payout % | | | | | 101.3% |

  84. 2025 Individual AIP Payouts

    2025 Individual AIP Payouts The 2025 AIP payout to our NEOs based on the actual achievement of each of the performance metrics is included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table in this proxy statement for those NEOs who were active as of December 31, 2025. 2025 AIP payouts were entirely formula-driven, with no discretionary adjustments by the Committee. Based on the corporate and business unit performance outlined in the tables above, 2025 AIP payouts were as follows:

  85. 2025 Individual AIP Payouts

    | | | 2025 Payout | | | Executive | 2025 AIP Target ($) | Total Performance As % of Target | Award ($) | | J. Erik Fyrwald | $2,070,000 | 98.9% | $2,047,230 | | Michael DeVeau | $630,000 | 98.9% | $623,070 | | Leticia Gonçalves Lourenço | $612,000 | 98.1% | $600,372 | | Yuvraj Arora | $652,423 | 101.3% | $660,904 | | Andres Muller | $558,900 | 82.2% | $459,416 | | Jennifer Johnson(1) | $269,711 | 98.9% | $266,744 |

  86. 2025 Individual AIP Payouts

    | (1) As a result of her departure from the Company on July 1, 2025, Ms. Johnson received a prorated AIP payout. |

  87. Long-Term Incentives

    Long-Term Incentives Long-term incentives are delivered in a combination of stock-settled performance units (PSUs) and restricted stock units (RSUs). For 2025, the CEO’s long-term incentive compensation 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 PSUs stock awards and 50% to RSUs. In February 2025, the Committee approved the following total PSU target awards and RSU awards to each of our NEOs:

  88. Long-Term Incentives

    | NEO | PSU (Target Award) | RSUs | Total | | J. Erik Fyrwald | $6,540,000 | $4,360,000 | $10,900,000 | | Michael DeVeau | 1,100,000 | 1,100,000 | 2,200,000 | | Leticia Gonçalves Lourenço(1) | 1,000,000 | 1,000,000 | 2,000,000 | | Yuvraj Arora(2) | 1,000,000 | 1,000,000 | 2,000,000 | | Andres Muller(3) | 600,000 | 600,000 | 1,200,000 | | Jennifer Johnson(4) | 700,000 | 700,000 | 1,400,000 |

  89. Long-Term Incentives

    | (1) Ms. Gonçalves Lourenço’s amount shown does not include the new hire buyout grant. All awards were approved by the Committee before her employment commencement date. |

  90. Long-Term Incentives

    | IFF | 2026 PROXY STATEMENT | 41 |

  91. Long-Term Incentives

    | (2) Mr. Arora’s amount shown does not include the retention PSU grant. |

  92. Long-Term Incentives

    | (3) Mr. Muller’s amount shown does not include the new hire buyout grant. |

  93. Long-Term Incentives

    | (4) Amounts shown for Ms. Johnson reflect full grant values; Ms. Johnson is eligible to vest in these awards on a prorated basis in accordance with Company policy due to her departure on July 1, 2025. |

  94. Performance Stock Units (PSUs)

    Performance Stock Units (PSUs) 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 sets an annual total target award for each NEO, reflecting the maximum PSU award an NEO may receive at the end of the performance period if we meet all targets. Depending upon our actual performance relative to three year cumulative financial, Relative TSR (relative to the S&P 500 Chemical index companies) and employee engagement goals, the actual payout to the NEO could be greater or less than the target award. Performance Metrics 2025 PSU Award. Performance metrics are established on a payout scale of 50% at Threshold to 200% at Max with linear interpolation between levels. The goals established are aligned with IFF’s five-year strategic plan and value creation, margin expansion and talent retention to drive shareholder value. Payout of the award is capped at 200% of target. Following the completed three-year cycle, the Committee will approve the total payout based on overall performance.

  95. Performance Stock Units (PSUs)

    | 2025 PSU Performance Metrics | Weighting | Reasons for Selection | | EBITDA Margin | 40% | • Expanding margins signal healthy business growth and will serve other key financial metrics. | | Relative TSR vs. S&P 500 - Chemicals | 40% | • Maintaining Relative TSR as measure of shareholder experience. Measured as a percentile ranking relative to the companies comprising the S&P 500 Chemicals Index over the three-year performance period. For this component, the payout scale provides for a threshold payout level at the 25th percentile, a target payout level at the 55th percentile, and a maximum payout level at the 75th percentile. | | Employee Engagement | 20% | • Emphasizing the importance of engagement to retention, attraction and productivity. |

  96. Performance Stock Units (PSUs)

    2024 PSU Award. The performance metrics, segments and weightings are set forth in the chart below for the 3-year performance period (2024-2026):

  97. Performance Stock Units (PSUs)

    | 2024 PSU Performance Metrics | Weighting | Performance Periods | | Stock Price Appreciation | 40% | • Cumulative 3-Year Performance Segment | | Productivity | 40% | • 2024 1-Year Performance Segment • 2025-2026 Cumulative Performance Segment | | Employee Engagement | 20% | • 2024, 2025 and 2026 1-Year Performance Segments | | TSR vs S&P 500 | 20% | • Cumulative 3-Year Performance Segment (+/- 20%) |

  98. Performance Stock Units (PSUs)

    2023 PSU Award. The performance metrics, segments and weightings are set forth in the chart below for the 3-year performance period (2023-2025):

  99. Performance Stock Units (PSUs)

    | 2023 PSU Performance Metrics | Weighting | Performance Periods | | ROIC Improvement | 50% | • Cumulative 3-Year Performance Segment | | Relative TSR vs. S&P 500 | 50% | • Cumulative 3-Year Performance Segment |

  100. Performance Stock Units (PSUs)

    | 42 | IFF | 2026 PROXY STATEMENT |

  101. 2023 PSU Award

    2023 PSU Award For the cumulative three-year performance period ending in 2025 related to the 2023 PSU Award, the performance results were as follows:

  102. 2023 PSU Award

    | • | ROIC Improvement was 2 basis points (below the threshold performance level of 25 basis points improvement) |

  103. 2023 PSU Award

    | • | Relative TSR vs. S&P 500 was at the 7th percentile (below the 25th percentile threshold performance level) |

  104. 2023 PSU Award

    The Committee did not apply discretion to increase the formulaic outcome for the 2023 PSU Award and believes the resulting payout appropriately reflects performance over the three-year period and the experience of shareholders over the same time horizon. As a result, Messrs. DeVeau and Arora and Ms. Johnson, the only NEOs with 2023 PSU Awards, earned 0% of the 2023 PSU Award.

  105. 2023 PSU Award

    | 2023 PSU Performance Metrics | Result | Weight | Overall | | ROIC Improvement | 0% | 50% | 0% | | Relative TSR | 0% | 50% | 0% | | Total | | | 0.0% |

  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:

  107. Restricted Stock Unit (RSUs)

    | (1) providing participants with a meaningful stake in our Company, thereby aligning their interests more closely with shareholders, |

  108. Restricted Stock Unit (RSUs)

    | (2) encouraging participants to focus on long-term success, |

  109. Restricted Stock Unit (RSUs)

    | (3) helping to attract and retain top talent, and |

  110. Restricted Stock Unit (RSUs)

    | (4) recognizing individual contributions. |

  111. 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 to compete with other companies in recruiting and retaining qualified executives. When recruiting an executive from another company, the executive in most cases will seek contract terms that provide compensation if his or her employment is terminated in cases in which the executive has not engaged in misconduct. The level of severance pay under the ESP is based on a tier system and each executive’s assigned tier is based on the executive’s grade level. All of our NEOs are in Tier I. We believe that the ESP provides a level of severance pay and benefits that is competitive with our peer group companies. A discussion of our ESP, and the payments that each of our NEOs would have been eligible to receive had a covered termination occurred as of December 31, 2025, the actual payments received, is set forth below under “Potential Payments upon Termination or Change in Control.” Ms. Johnson’s Separation Arrangement In accordance with the terms of the ESP, Ms. Johnson received severance benefits upon her termination of employment in July 2025. More details on Ms. Johnson’s separation, and the payments and benefits to which she is entitled, can be found in this proxy statement under the heading “Termination and Change in Control Arrangements—Other Separation Arrangements.”

  112. 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.”

  113. Market Benchmarking

    Market Benchmarking The Committee reviews its external market benchmarking data annually to assess the competitiveness of the Company’s executive compensation program. The Committee’s compensation philosophy is to generally position (1) target total cash compensation and (2) target total direct compensation (salary, annual incentive compensation and long-term incentive compensation) within the median range of relevant market benchmarks, while requiring above-market performance to achieve above-median pay outcomes. This approach is intended to support the attraction and retention of high caliber executive talent while reinforcing a strong pay-for-performance culture.

  114. Market Benchmarking

    | IFF | 2026 PROXY STATEMENT | 45 |

  115. Market Benchmarking

    The Committee reviews the peer group annually, in consultation with its independent compensation consultant, considering factors such as industry context, relative size, complexity, global scope, and the competitive market for executive talent. The Committee believes that maintaining a relevant and balanced peer group is critical to ensuring meaningful compensation and performance comparisons.

  116. Annual Peer Group Review and Updates

    Annual Peer Group Review and Updates 2025 Peer Group. Based on its July 2024 review, the Committee removed Mondelez International, Inc. from the peer group due to its larger size. Following this change, IFF’s revenue was positioned near the median of the peer group, which continues to reflect a balanced mix of packaged goods and chemicals/pharmaceutical companies. The 2025 peer group, used for 2025 compensation decisions, is listed below:

  117. Annual Peer Group Review and Updates

    | • 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 • Ecolab Inc. • The Estée Lauder Companies Inc. • General Mills, Inc. | • The Hershey Company • Ingredion Incorporated • Keurig Dr Pepper Inc. • Kimberly-Clark Corporation • McCormick & Company, Inc. • Viatris Inc. • Zoetis |

  118. Annual Peer Group Review and Updates

    2026 Peer Group In July 2025, the Committee again reviewed the peer group with its independent compensation consultant and approved updates to reflect (1) the Company’s increased focus on biotech and life sciences and (2) the Committee’s objective of maintaining IFF’s positioning near the median on key size metrics. As a result, Corteva, Catalent and Zoetis were removed from the peer group and Agilent Technologies and Biogen were added. The Committee’s independent compensation consultant provides market reference data at the 25th percentile, median and 75th percentile for each executive position, based on the average of relevant compensation benchmarks. The Committee reviews this data to evaluate the external competitiveness of each NEO’s base salary, target total cash compensation and target total direct compensation. Market reference data serves as a starting point, rather than the final outcome, in the Committee’s compensation decision. In determining target total direct compensation levels, the Committee also considers a range of qualitative and Company-specific factors, including each executive’s:

  119. Annual Peer Group Review and Updates

    | • | experience and sustained performance, |

  120. Annual Peer Group Review and Updates

    | • | scope of responsibilities and role complexity, |

  121. Annual Peer Group Review and Updates

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

  122. Annual Peer Group Review and Updates

    | • | contribution to overall Company performance, |

  123. Annual Peer Group Review and Updates

    | • | compensation relative to internal peers, and |

  124. Annual Peer Group Review and Updates

    | • | long-term leadership potential. |

  125. Annual Peer Group Review and Updates

    As a result, the target total direct compensation for individual executives may be positioned above or below the market reference range based on the Committee’s assessment of these factors, and its objective of maintaining appropriate internal pay equity. For 2025, the Committee continued its strategy of targeting total direct compensation for NEOs generally within the median range of market practice, with individual variation based on performance, experience, role scope, internal parity and the importance of retaining and motivating key executives to successfully deliver on the Company’s annual and long-term objectives. As discussed under “Pay-for-Performance in Action,” actual compensation outcomes may vary above or below targeted market positioning based on Company and individual performance, reinforcing the Committee’s emphasis on performance-based pay outcomes.

  126. Annual Peer Group Review and Updates

    | 46 | IFF | 2026 PROXY STATEMENT |

  127. Clawback Policy

    Clawback Policy 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 provisions include: accounting restatements, financial restatements (without regard to fault), an employee’s willful misconduct, violation of a Company policy that is materially detrimental to our Company; and an employee’s violation of non-competition, non-solicitation, confidentiality or similar covenants. In addition to the clawback provisions in the mentioned Equity Plans described above, we maintain a Policy for the Recovery of Erroneously Awarded Compensation (the “Clawback Policy”), with an effective date of October 2, 2023, in order to comply with the final clawback rules adopted by the Securities and Exchange Commission under Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended and the associated listing standards, as set forth in Section 303A.14 of the New York Stock Exchange Listed Company. The Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation from current and former executive officers of the Company (“Covered Officers”) in the event that the Company is required to prepare an accounting restatement. The recovery of such compensation under the Clawback Policy applies regardless of whether a Covered Officer engaged in misconduct or otherwise caused or contributed to the requirement of an accounting restatement. The foregoing summary of the Clawback Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Clawback Policy. Our Insider Trading Policy is filed as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2025.

  128. Restatement and Clawback Analysis

    | • | The restatement had no impact on EBITDA-related compensation metrics used in the Company’s Annual Incentive Plan, as tax expense is excluded from the computation of Adjusted EBITDA. Other AIP metrics such as Currency Neutral Sales Growth, Cash Conversion Cycle, and ESG-related metrics were not affected by the revisions; |

  129. Restatement and Clawback Analysis

    | • | The 2020 and 2021 LTIP cycles were not affected, as Net Debt Ratio and Total Shareholder Return metrics were not impacted by the revisions; |

  130. Restatement and Clawback Analysis

    | • | The 2023 LTIP cycle (concluded December 31, 2025) resulted in zero payout because the minimum performance criteria were not met; and |

  131. Restatement and Clawback Analysis

    | • | The 2022 LTIP awards (for the January 1, 2022 – December 31, 2024 performance period) were erroneously awarded as a result of the restatement. Specifically, the revisions impacted Average Shareholders’ Equity and Net Operating Profit After Tax, which are metrics used to calculate Return on Invested Capital (“ROIC”). The Committee’s quantitative analysis determined that the revised ROIC Improvement percentage for the cumulative period would not have met the threshold performance level of 50 basis points improvement, resulting in a 0% payout (compared to the originally calculated 13.1% payout). |

  132. Erroneously Awarded Compensation

    | • | Recover via outstanding equity: where unvested RSUs are available (IFF will withhold/cancel shares equal to the recovery amount due). |

  133. Erroneously Awarded Compensation

    | • | Request cash repayment: where no unvested RSUs are available or where local laws limit RSU withholding, IFF will request repayment. |

  134. Dawn C. Willoughby

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

  135. Summary Compensation Table

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

  136. Summary Compensation Table

    | • | our current CEO; |

  137. Summary Compensation Table

    | • | our CFO in 2025; |

  138. Summary Compensation Table

    | • | our three other most highly compensated executive officers who were serving as executive officers as of December 31, 2025; and |

  139. Summary Compensation Table

    | • | our Former General Counsel and Corporate Secretary. |

  140. 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.”

  141. Summary Compensation Table

    | Name and Principal Position(1) | Year | Salary ($)(2) | Bonus ($)(3) | Stock Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(6) | All Other Compensation ($)(7) | Total ($) | | J. Erik Fyrwald CEO | 2025 | 1,026,250 | | 11,656,764 | 2,047,230 | 164,507 | 108,115 | 15,002,866 | | | 2024 | 905,769 | | 19,182,546 | 3,636,000 | 15,877 | 414,075 | 24,154,267 | | Michael DeVeau Chief Financial Officer | 2025 | 700,000 | | 2,327,227 | 623,070 | | 58,178 | 3,708,475 | | Leticia Gonçalves Lourenço President, Health & Biosciences | 2025 | 566,667 | 1,000,000 | 3,596,668 | 600,372 | 232 | 45,120 | 5,809,059 | | Yuvraj Arora President, Taste | 2025 | 718,785 | | 3,199,672 | 660,904 | 29,638 | 126,690 | 4,735,689 | | | 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 | | Andres Muller President, Food Ingredients | 2025 | 615,750 | 325,000 | 2,158,047 | 459,416 | | 55,130 | 3,613,343 | | Jennifer Johnson Former EVP, General Counsel and Corporate Secretary | 2025 | 349,153 | | 1,480,933 | 266,744 | 6,675 | 1,901,333 | 4,004,838 | | | 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 |

  142. Summary Compensation Table

    | (1) Ms. Gonçalves Lourenço joined the Company on March 1, 2025. Mr. Muller joined the Company on December 1, 2024. Ms. Johnson ceased serving as EVP, General Counsel and Corporate Secretary on July 1, 2025. |

  143. Summary Compensation Table

    | (2) The 2025 amounts in this column include (i) the following amounts deferred under Retirement Investment Fund Plan (401(k)): Mr. Fyrwald — $25,078; Mr. DeVeau — $21,146; Ms. Gonçalves Lourenço — $2,267; Mr. Arora — $31,000; Mr. Muller — $20,130 and Ms. Johnson — $17,500. |

  144. Summary Compensation Table

    | (3) The amounts in this column represent the sign-on bonus awards in connection with Ms. Gonçalves Lourenço’s hire in March 2025 and Mr. Muller’s hire in December 2024 as discussed in the “Offer Letters or Employment Arrangements” section. |

  145. 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 2025, the amounts in this column include RSUs and awards granted in respect of the 2025 PSU Awards, which will be payable in our common stock if the performance conditions are satisfied. Also included are Ms. Gonçalves Lourenço and Mr. Muller’s buyout 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, 2025. 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, 2025. The grant date fair value attributable to the 2025-2027 PSU awards is based on the probable outcome of the performance conditions. The maximum level of payout for |

  146. Summary Compensation Table

    | 50 | IFF | 2026 PROXY STATEMENT |

  147. Summary Compensation Table

    the 2025-2027 PSU is as follows: (i) Mr. Fyrwald: $14,593,517; (ii) Mr. DeVeau: $2,454,513; (iii) Ms. Gonçalves Lourenço: $2,231,454; (iv) Mr. Arora: $2,231,454; Mr. Muller: $1,338,872 and (v) Ms. Johnson; $1,561,931. The maximum level of payout for the 2025 PSU for Ms. Gonçalves Lourenço and Mr. Muller’s buyout awards are $1,561,931 and $909,942. Mr. Arora’s retention 2025 PSU award is $2,000,051.

  148. Summary Compensation Table

    | (5) The 2025 amounts in this column include amounts earned under the 2025 AIP. |

  149. 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. |

  150. Summary Compensation Table

    | (7) Details of the 2025 amounts set forth in this column are included in the All Other Compensation Table below. |

  151. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards The following table provides information regarding grants of plan-based awards to our NEOs during 2025. 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.

  152. 2025 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 | 2/4/2025 | 2/4/2025 | 517,500 | 2,070,000 | 4,140,000 | | | | | | | | PSU | 4/1/2025 | 3/4/2025 | | | | 42,232 | 84,463 | 168,926 | | 7,296,759 | | | RSU | 4/1/2025 | 3/4/2025 | | | | | | | 56,309 | 4,360,006 | | Michael DeVeau | AIP | 2/4/2025 | 2/4/2025 | 157,500 | 630,000 | 1,260,000 | | | | | | | | PSU | 4/1/2025 | 3/4/2025 | | | | 7,103 | 14,206 | 28,412 | | 1,227,256 | | | RSU | 4/1/2025 | 3/4/2025 | | | | | | | 14,206 | 1,099,971 | | Leticia Gonçalves Lourenço | AIP | 2/4/2025 | 2/4/2025 | 153,000 | 612,000 | 1,224,000 | | | | | | | | PSU | 4/1/2025 | 2/4/2025 | | | | 6,458 | 12,915 | 25,830 | | 1,115,727 | | | RSU | 4/1/2025 | 2/4/2025 | | | | | | | 12,915 | 1,000,008 | | | PSU Buyout | 4/1/2025 | 2/4/2025 | | | | 4,520 | 9,040 | 18,080 | | 780,966 | | | RSU Buyout | 4/1/2025 | 2/4/2025 | | | | | | | 9,040 | 699,967 | | Yuvraj Arora | AIP | 2/4/2025 | 2/4/2025 | 163,106 | 652,423 | 1,304,846 | | | | | | | | PSU | 4/1/2025 | 3/4/2025 | | | | 6,458 | 12,915 | 25,830 | | 1,115,727 | | | RSU | 4/1/2025 | 3/4/2025 | | | | | | | 12,915 | 1,000,008 | | | PSU | 8/1/2025 | 7/29/2025 | | | | 7,197 | 14,393 | 28,786 | | 1,000,026 | | Andres Muller | AIP | 2/4/2025 | 2/4/2025 | 139,725 | 558,900 | 1,117,800 | | | | | | | | PSU | 4/1/2025 | 3/4/2025 | | | | 3,875 | 7,749 | 15,498 | | 669,436 | | | RSU | 4/1/2025 | 3/4/2025 | | | | | | | 7,749 | 600,005 | | | PSU Buyout | 1/2/2025 | 10/29/2024 | | | | 2,496 | 4,992 | 9,984 | | 456,319 | | | RSU Buyout | 1/2/2025 | 10/29/2024 | | | | | | | 5,476 | 455,001 | | | Cash | 8/1/2025 | 7/29/2025 | 500,000 | 2,000,000 | 3,000,000 | | | | | | | Jennifer Johnson | AIP | 2/4/2025 | 2/4/2025 | 67,428 | 269,711 | 539,422 | | | | | | | | PSU | 4/1/2025 | 3/4/2025 | | | | 4,520 | 9,040 | 18,080 | | 780,966 | | | RSU | 4/1/2025 | 3/4/2025 | | | | | | | 9,040 | 699,967 |

  153. 2025 Grants of Plan-Based Awards

    | (1) AIP = 2025 AIP |

  154. 2025 Grants of Plan-Based Awards

    PSU = 2025 Performance Stock Unit RSU = Restricted Stock Unit

  155. 2025 Grants of Plan-Based Awards

    | (2) The AIP, 2025 PSU and RSU grants were made under our 2021 Amended & Restated SAIP and the Buyout PSU and RSU were granted pursuant to Ms. Gonçalves Lourenço and Mr. Muller’s Buyout Awards. |

  156. 2025 Grants of Plan-Based Awards

    | (3) AIP amounts in this column are the threshold, target and maximum dollar values under our 2025 AIP. Cash award for Mr. Muller has a maximum of 150%. |

  157. 2025 Grants of Plan-Based Awards

    | (4) 2025 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 shares of our common stock was determined by dividing the target dollar value of the award by (i) $77.43, the closing market price of a share of our common stock for annual equity grants and Ms. Gonçalves Lourenço’s PSU Buyout Award and (ii) $91.14, the average closing market price of a share of our common |

  158. 2025 Grants of Plan-Based Awards

    | 54 | IFF | 2026 PROXY STATEMENT |

  159. 2025 Grants of Plan-Based Awards

    stock for the 20 trading days preceding December 1, 2024, for Mr. Muller’s PSU Buyout Award granted on January 2, 2025. With respect to Ms. Gonçalves Lourenço and Mr. Muller’s Buyout Award PSUs, the offer letters set forth the threshold, target and maximum shares payable if the performance conditions are satisfied.

  160. 2025 Grants of Plan-Based Awards

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

  161. 2025 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 2025 PSU Awards granted to our NEOs during the fiscal year ended December 31, 2025, 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. |

  162. 2025 Outstanding Equity Awards at Fiscal Year-End

    2025 Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding outstanding equity awards held by our NEOs as of December 31, 2025.

  163. 2025 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(4) | 2,316,531 | | | 3/1/2024 | Inducement Award RSU | | | | | | 56,250(8) | 3,790,688 | | | | | 5/1/2024 | 2024 PSU | | | | | | | | 37,328(3) | 2,515,500 | | | 5/1/2024 | RSU | | | | | | 31,750(6) | 2,139,633 | | | | | 4/1/2025 | 2025 PSU | | | | | | | | 42,232(5) | 2,845,981 | | | 4/1/2025 | RSU | | | | | | 56,309(7) | 3,794,664 | | | | Micheal DeVeau | 5/3/2023 | RSU | | | | | | 884(11) | 59,573 | | | | | 5/1/2024 | 2024 PSU | | | | | | | | 2,221(3) | 149,673 | | | 5/1/2024 | RSU | | | | | | 2,778(6) | 187,209 | | | | | 4/1/2025 | 2025 PSU | | | | | | | | 7,103(5) | 478,671 | | | 4/1/2025 | RSU | | | | | | 14,206(7) | 957,342 | | | | Leticia Gonçalves Lourenço | 4/1/2025 | BUYOUT PSU | | | | | | 9,040(7) | 609,206 | | | | | 4/1/2025 | BUYOUT RSU | | | | | | | | 4,520(5) | 304,603 | | | 4/1/2025 | 2025 PSU | | | | | | 12,915(7) | 870,342 | | | | | 4/1/2025 | RSU | | | | | | | | 6,458(5) | 435,171 | | Yuvraj Arora | 5/1/2024 | 2024 PSU | | | | | | | | 5,712(3) | 384,898 | | | 5/1/2024 | RSU | | | | | | 7,144(6) | 481,434 | | | | | 4/1/2025 | 2025 PSU | | | | | | | | 6,458(5) | 435,171 | | | 4/1/2025 | RSU | | | | | | 12,915(7) | 870,342 | | | | | 8/1/2025 | 2025 PSU | | | | | | | | 7,197(5) | 484,972 | | Andres Muller | 1/2/2025 | BUYOUT PSU | | | | | | | | 2,496(5) | 168,205 | | | 1/2/2025 | BUYOUT RSU | | | | | | 5,476(10) | 369,028 | | | | | 4/1/2025 | 2025 PSU | | | | | | | | 3,875(5) | 261,103 | | | 4/1/2025 | RSU | | | | | | 7,749(7) | 522,205 | | | | Jennifer Johnson | 2/15/2018 | NQ Stock Options | 747 | | | 150 | 2/14/2028 | (9) | | | | | | 8/5/2019 | NQ Stock Options | 11,702 | | | 95 | 8/5/2029 | (9) | | | | | | 2/19/2020 | NQ Stock Options | 3,137 | | | 77 | 2/18/2030 | (9) | | | | | | 5/3/2023 | RSU | | | | | | 1,528(11) | 102,972 | | | | | 5/1/2024 | 2024 PSU | | | | | | | | 2,221(3) | 149,673 | | | 5/1/2024 | RSU | | | | | | 2,694(6) | 181,549 | | | | | 4/1/2025 | 2025 PSU | | | | | | | | 751(5) | 50,610 | | | 4/1/2025 | RSU | | | | | | 1,356(7) | 91,381 | | |

  164. 2025 Outstanding Equity Awards at Fiscal Year-End

    | (1) 2024 PSU = 2024 PSU Award |

  165. 2025 Outstanding Equity Awards at Fiscal Year-End

    2025 PSU = 2025 PSU Award Buyout PSU = Performance Stock Unit Buyout RSU = Restricted Stock Unit 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

  166. 2025 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, 2025 ($67.39). |

  167. 2025 Outstanding Equity Awards at Fiscal Year-End

    | 56 | IFF | 2026 PROXY STATEMENT |

  168. 2025 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 three-years of the 2024 PSU Award. |

  169. 2025 Outstanding Equity Awards at Fiscal Year-End

    | (4) 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. |

  170. 2025 Outstanding Equity Awards at Fiscal Year-End

    | (5) 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 2025 PSU Award. |

  171. 2025 Outstanding Equity Awards at Fiscal Year-End

    | (6) This award vests one-third per year on May 1, 2025, May 1, 2026 and May 1, 2027. |

  172. 2025 Outstanding Equity Awards at Fiscal Year-End

    | (7) This award vests one-third per year on April 1, 2026, April 1, 2027 and April 1, 2028. |

  173. 2025 Outstanding Equity Awards at Fiscal Year-End

    | (8) This award vests in full on March 1, 2027. |

  174. 2025 Outstanding Equity Awards at Fiscal Year-End

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

  175. 2025 Outstanding Equity Awards at Fiscal Year-End

    | (10) This award vests one-third per year on January 2, 2026, January 2, 2027 and January 2, 2028. |

  176. 2025 Outstanding Equity Awards at Fiscal Year-End

    | (11) This award vests one-third per year on May 3, 2024, May 3, 2025 and May 3, 2026. |

  177. 2025 Outstanding Equity Awards at Fiscal Year-End

    | IFF | 2026 PROXY STATEMENT | 57 |

  178. 2025 Stock Vested

    2025 Stock Vested The following table provides information regarding stock vested during 2025 for each of our NEOs. Messrs. Fyrwald, DeVeau and Arora and Ms. Johnson; Ms. Johnson also holds options that are fully vested and exercisable. No Stock Options were exercised by our NEOs during 2025.

  179. 2025 Stock Vested

    | | Stock Awards | | | | Name | Type of Award(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | J. Erik Fyrwald | RSU(4) | 15,875 | 1,235,869 | | Michael DeVeau | RSU(2) | 884 | 69,969 | | | RSU(4) | 1,389 | 108,134 | | | PRSU(5) | 1,281 | 93,667 | | | RSU(6) | 712 | 52,061 | | | 2023 PSU(7) | — | — | | Yuvraj Arora | RSU(4) | 3,572 | 278,080 | | | RSU(3) | 17,309 | 1,370,007 | | | 2023 PSU(7) | — | — | | Jennifer Johnson | RSU(2) | 2,122 | 167,956 | | | RSU(4) | 2,778 | 216,267 | | | PRSU(5) | 2,544 | 186,017 | | | RSU(6) | 1,141 | 83,430 | | | 2023 PSU(7) | — | — |

  180. 2025 Stock Vested

    | (1) RSU = Restricted Stock Unit |

  181. 2025 Stock Vested

    2023 PSU = 2023 PSU Award PRSU = 2022 Purchase Restricted Stock Unit

  182. 2025 Stock Vested

    | (2) This award was the RSU annual award granted to Mr. DeVeau 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 5, 2025 ($79.15) multiplied by the tranche that vested in 2025. |

  183. 2025 Stock Vested

    | (3) 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 5, 2025 ($79.15) multiplied by the tranche that vested in 2025. |

  184. 2025 Stock Vested

    | (4) This award was the RSU annual award granted to Messrs. Fyrwald, DeVeau and Arora and Ms. Johnson on May 1, 2024. The award has three equal tranches vesting on May 1, 2025, May 1, 2026 and May 1, 2027. The amount shown as the Value Realized on Vesting is based on the closing market price of our common stock on May 1, 2025 ($77.85) multiplied by the tranche that vested in 2025. |

  185. 2025 Stock Vested

    | (5) The amounts set forth in this table as the value realized attributable to vested PRSUs is the product of (a) the number of vested shares of PRSUs and (b) the closing price of our common stock on the vesting date, less the aggregate amount paid by the executive to purchase the PRSUs. The amounts shown in the Value Realized on Vesting column attributable to PRSUs do not take into account the amount paid by the respective executive for his or her PRSUs. This award was granted 2022 under the former ECP and vested on April 4, 2025. The value realized is based on the closing market price of our common stock on April 4, 2025 ($73.12). |

  186. 2025 Stock Vested

    | (6) This award granted to Mr. DeVeau and Ms. Johnson on May 4, 2022. The award had a 35-month cliff vesting on April 4, 2025. The amount shown as the Value Realized on Vesting is based on the closing market price of our common stock on April 4, 2025 ($73.12) multiplied by the tranche that vested in 2025. |

  187. 2025 Stock Vested

    | (7) The 2023 PSU Award was 0% payout. |

  188. 2025 Stock Vested

    | 58 | IFF | 2026 PROXY STATEMENT |

  189. 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 and annual awards. A participant may defer up to 80% of their compensation in the DCP, and Directors may defer up to 100% of their annual retainer or RSUs. 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:

  190. Non-Qualified Deferred Compensation

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

  191. Non-Qualified Deferred Compensation

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

  192. Non-Qualified Deferred Compensation

    | • | an interest-bearing account. |

  193. 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 2024 this interest rate was 5.92% and for 2025 this interest rate was 5.34%. We make matching contributions under the DCP to make up for tax limitations on our matching contributions under our Retirement Investment Fund Plan, a 401(k) plan. The 401(k) plan provides for matching contributions at a rate of $1.00 for each dollar of contribution up to 6% of a participant’s salary. Tax rules limit the amount of the Company match under the 401(k) plan for our executives. The DCP matching contribution reflects the amount of the matching contribution that is limited by the tax laws. The same requirements under the 401(k) plan for matching, including vesting, apply to matching contributions under the DCP. These matching contributions automatically vest once a participant completes three years of service with our Company. RSUs granted to Directors under our equity compensation plans may also be deferred upon vesting. Starting in 2025, Directors may defer 100% of the cash retainer into the IFF Stock Fund. The following table provides information for our NEOs regarding participation in our DCP.

  194. 2025 Non-Qualified Deferred Compensation

    2025 Non-Qualified Deferred Compensation

  195. 2025 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 | 2,908,800 | 33,646 | 164,507 | — | 3,789,498 | | Michael DeVeau | 46,958 | — | — | — | 145,520 | | Leticia Gonçalves Lourenço | 7,933 | — | 232 | — | 8,165 | | Yuvraj Arora | 68,960 | 31,153 | 29,638 | — | 296,021 | | Andres Muller | — | — | — | — | — | | Jennifer Johnson | — | — | — | — | — |

  196. 2025 Non-Qualified Deferred Compensation

    | (1) Mr. Fyrwald previously earned a payment of $2,908,800 in respect of the 2024 performance year under the AIP that otherwise would have been payable to him in 2025, but he had elected to defer payment of such amounts under the AIP in 2025. Such amounts were previously included in the Summary Compensation Table in the previous proxy. Messrs. DeVeau and Arora and Ms. Gonçalves Lourenço elected to defer $46,958, $68,960, and $7,933, respectively, of 2025 base salary under the DCP that otherwise would have been payable to them in 2025. Such amounts have been also included in the Summary Compensation Table in this current proxy. |

  197. 2025 Non-Qualified Deferred Compensation

    | (2) 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 and matching and premium contributions. This total reflects the cumulative value of each named executive officer’s deferrals, IFF contributions and investment experience. |

  198. 2025 Non-Qualified Deferred Compensation

    | IFF | 2026 PROXY STATEMENT | 59 |

  199. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control With respect to Messrs. Fyrwald, DeVeau, Arora, and Muller, as well as Ms. Gonçalves Lourenço, 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, 2025. 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 $67.39, the actual closing price per share on the last trading day of 2025. 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, 2025, is included in the Summary Compensation Table.

  200. Potential Payments upon Termination or Change in Control

    | 64 | IFF | 2026 PROXY STATEMENT |

  201. Potential Payments upon Termination or Change in Control

    In addition to the amounts set forth in the table below, in the event of a CiC and absent a subsequent deferral election, the aggregate balance held in our DCP for each of our NEOs who participate in that plan would be automatically accelerated and settled within five business days of the CiC. As of December 31, 2025, four of the NEOs reported below had a DCP balance.

  202. 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(3) | Separation Due to Retirement or Disability Within 2 Years After a CiC(2) | | J. Erik Fyrwald | | | | | | | Salary | $2,070,000 | $— | $— | $3,105,000 | $— | | AIP | 4,140,000(4) | — | — | 6,210,000(5) | — | | Equity(6) | 13,207,579 | 21,389,920 | — | 21,389,920 | 21,389,920 | | Benefits Continuation(7) | 46,234 | — | — | 46,234 | — | | Executive Death Benefit(8) | — | 2,020,000 | — | — | — | | Total | $19,463,813 | $23,409,920 | $— | $30,751,154 | $21,389,920 | | Michael DeVeau | | | | | | | Salary | $1,050,000 | $— | $— | $1,400,000 | $— | | AIP | 945,000(4) | — | — | 1,260,000(5) | — | | Equity(6) | 1,196,220 | 2,516,861 | — | 2,516,861 | 2,516,861 | | Benefits Continuation(7) | 58,973 | — | — | 58,973 | — | | Executive Death Benefit(8) | — | 1,350,000 | — | — | — | | Total | $3,250,193 | $3,866,861 | $— | $5,235,834 | $2,516,861 | | Leticia Gonçalves Lourenço | | | | | | | Salary | $1,020,000 | $— | $— | $1,360,000 | $— | | AIP | 918,000(4) | — | — | 1,224,000(5) | — | | Equity(6) | 1,907,200 | 2,959,095 | — | 2,959,095 | 2,959,095 | | Benefits Continuation(7) | 50,948 | — | — | 50,948 | — | | Executive Death Benefit(8) | — | 1,310,000 | — | — | — | | Total | $3,896,148 | $4,269,095 | $— | $5,594,043 | $2,959,095 | | Yuvraj Arora | | | | | | | Salary | $1,087,371 | $— | $— | $1,449,828 | $— | | AIP | 978,634(4) | — | — | 1,304,845(5) | — | | Equity(6) | 2,003,396 | 4,105,990 | — | 4,105,990 | 4,105,990 | | Benefits Continuation(7) | 49,910 | — | — | 49,910 | — | | Executive Death Benefit(8) | — | 1,399,828 | — | — | — | | Total | $4,119,311 | $5,505,818 | $— | $6,910,573 | $4,105,990 | | Andres Muller | | | | | | | Salary | $931,500 | $— | $— | $1,242,000 | $— | | AIP | 838,350(4) | — | — | 1,117,800(5) | — | | Equity(6) | 924,736 | 1,812,836 | — | 1,812,836 | 1,812,836 | | Benefits Continuation(7) | 50,948 | — | — | 50,948 | — | | Executive Death Benefit(8) | — | 1,192,000 | — | — | — | | Total | $2,745,534 | $3,004,836 | $— | $4,223,584 | $1,812,836 |

  203. 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, 2025. 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. |

  204. 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). |

  205. 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. Arora’s case, the reduction to cash severance to the “safe harbor” level results in the greater net after tax benefit. For other executives, payment of the excise tax would result in the greater benefit. |

  206. Potential Payments upon Termination or Change in Control

    | IFF | 2026 PROXY STATEMENT | 65 |

  207. 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 2025 and (ii) for Messrs. DeVeau, Arora, Muller and Ms. Gonçalves Lourenço, 1.5x the executive’s target annual incentive under the AIP for 2025. This amount does not take into account any actual AIP amounts paid for 2025, which are set forth in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. |

  208. 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 2025 and (ii) for Messrs. DeVeau, Arora, Muller and Ms. Gonçalves Lourenço, 2.0x the executive’s target annual incentive under the AIP for 2025. This amount does not take into account any actual AIP amounts paid for 2025, which are set forth in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. |

  209. 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. |

  210. 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 12/31/25. | | Ms. Gonçalves Lourenço sign-on award | Full accelerated vesting | | Mr. Arora sign-on award | Full accelerated vesting | | Annual equity awards and all other sign-on awards | Pro-rata continued vesting |

  211. 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. |

  212. 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). |

  213. 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 2025. We selected December 31, 2025, as the date for identifying the median employee. On that date, our employee population consisted of approximately 21,500 individuals working at our parent company and consolidated subsidiaries. Approximately 5,500 employees were located in the U.S. and 16,000 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 2025. Based on this methodology, the median employee was a full-time, non-exempt employee in our Hazlet, New Jersey location in the U.S. We calculated the 2025 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 $62,828. Mr. Fyrwald’s 2025 annualized total compensation of $15,002,866. The ratio of annual total compensation of our CEO to our median employee for fiscal 2025 was 239 to 1.

  214. Pay Ratio

    | 66 | IFF | 2026 PROXY STATEMENT |

  215. 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 five 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 Summary Compensation Table. The PvP table below summarizes compensation values both previously reported in our Summary Compensation Table, as well as the adjusted values required in this section for the 2021, 2022, 2023, 2024 and 2025 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.

  216. 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) | | 2025 | 15,002,866 | | | 7,485,213 | | | | 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 |

  217. Pay versus Performance (“PvP”)

    | Year | Average Summary Compensation Table Total for Non-CEO NEOs ($)(2)(3)(4)(5)(6) | Average Compensation Actually Paid to Non-CEO NEOs ($)(2)(3)(4)(5)(6) | Value of Initial Fixed $100 Investment Based On: | | Net Income (Loss) ($ in Millions)(8) | Currency Neutral Sales Growth (%)(9) | | | | | Total Shareholder Return($) | Peer Group Total Shareholder Return($)(7) | | | | (a) | (h) | (i) | (j) | (k) | (l) | (m) | | 2025 | 4,361,772 | 3,192,788 | 71 | 110 | (361) | (4.8)% | | 2024 | 3,593,925 | 3,320,758 | 75 | 126 | 263 | 1.1% | | 2023 | 3,333,676 | 2,283,835 | 71 | 127 | (2,591) | (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% |

  218. Pay versus Performance (“PvP”)

    | (1) Mr. J. Erik Fyrwald joined as our CEO on February 6, 2024. Mr. Frank K. Clyburn, Jr. 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. |

  219. Pay versus Performance (“PvP”)

    | (2) Non-CEO NEOs for 2025 were: Mr. Yuvraj Arora, Ms. Jennifer Johnson, Mr. Michael Deveau, Ms. Leticia Gonçalves Lourenço, Mr. Andres Muller. |

  220. Pay versus Performance (“PvP”)

    | (3) Non-CEO NEOs for 2024 were: Mr. Glenn Richter, Mr. Yuvraj Arora, Mr. Simon Herriott and Ms. Jennifer Johnson. |

  221. Pay versus Performance (“PvP”)

    | (4) Non-CEO NEOs for 2023 were: Mr. Glenn Richter, Mr. Yuvraj Arora, Mr. Simon Herriott and Ms. Jennifer Johnson. |

  222. Pay versus Performance (“PvP”)

    | (5) 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). |

  223. Pay versus Performance (“PvP”)

    | (6) 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). |

  224. Pay versus Performance (“PvP”)

    | (7) The Peer Group used for this calculation was the S&P 500 Specialty Chemicals Index. |

  225. 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 2025 Net Loss of $361 million reflects a goodwill impairment charge of $1.153 Billion and a gain on extinguishment of debt of $488 Million. Excluding all one-time adjustments for 2025, the Adjusted Net Income was $645 Million. |

  226. 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 – 2025 Direct Compensation.” |

  227. Pay versus Performance (“PvP”)

    | IFF | 2026 PROXY STATEMENT | 67 |

  228. 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. |

  229. 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.

  230. 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

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

    | 70 | IFF | 2026 PROXY STATEMENT |

  232. 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 2025, the primary driver of the difference in adjusted net income and net income of $1.006 Billion is driven by a $1.153 Billion goodwill impairment charge in the Food Ingredients reporting unit which is excluded in the adjusted net income for 2025.

  233. 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

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

    | IFF | 2026 PROXY STATEMENT | 71 |

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

    | Information About The Meeting |

  236. 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?

  237. 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 |