Letter from the Chair of the Board of Directors

Dear Shareholders:

2022 was a pivotal year for IFF and its shareholders. Throughout the year, we drove improvements in operations that positioned us well to mitigate some of the economic headwinds that continued to impact the business and the industries we serve. We also set an ambitious agenda to position the Company for the future, and I am pleased with the progress we made.

Board Refresh

Our Board has focused on Board refreshment and succession efforts over the past several years. These efforts continued throughout 2022 resulting in the addition of four highly qualified new board directors. This process has resulted in an increase in the depth and scope of qualifications and diversity represented on the Board, and helps ensure the right balance of business leadership, industry knowledge and financial acumen in the boardroom. As you will see in this proxy statement, this will be my last term as Non- Executive Chair of the Board. It has been an honor to serve our shareholders as a Board Member over the past 12 years, and I know I leave the Company in good hands as I transition the Chair role to Roger Ferguson. Roger is a seasoned Board Member with a depth of experience in good governance practices. He, along with our refreshed Board, will represent your interests and continue to position IFF for success in years to come.

Renewed Leadership Team

The leadership team was renewed with a new CEO, Chief Human Resources Officer and Chief of Operations, augmenting our deep experience and industry knowledge with executives with relevant experiences from adjacent industries. The changes made to the leadership team ensure that we have the relevant experiences, knowledge and expertise for this juncture in IFF's 133 year history.

Portfolio Optimization

After a comprehensive review of our businesses, we took several important steps to streamline our portfolio. The sale of our Microbial Control Business completed in 2022 and the recently announced pending sales of our Savory Solutions Group and Flavors Specialty Ingredients businesses highlight our commitment to deleveraging our balance sheet, and positioning IFF with the portfolio of businesses where IFF has the core capability and right to win. We will continue to identify opportunities to optimize our portfolio in 2023 and beyond.

Strategy Revamp

We introduced our Do What Matters Most strategic plan that will position the company for long term success. This plan is guided by three key objectives - Be the Premier Partner; Build our Future; and Become One IFF. The priorities outlined in this plan will ensure IFF's continued ability to drive sustained, profitable growth while continuing to fulfill our purpose of applying science and creativity for a better world.

Looking ahead, we have more work to do but are energized by the progress we've made. We look forward to leveraging our outstanding team, portfolio of products, R&D capability and global footprint along with our new operating model to create long-term shareholder value.

We appreciate your support of IFF, and your vote is very important to us. We encourage you to carefully review the information in the proxy statement as well as our annual report. Please vote as soon as possible to ensure that your vote is represented, regardless of whether you will access the 2023 Annual Meeting.

Sincerely,

Dale F. Morrison

Chair of the Board of Directors

Cautionary Statement Under The Private Securities Litigation Reform Act of 1995

This letter includes "forward-looking statements" under the Federal Private Securities Litigation Reform Act of 1995. These forward-looking statements are qualified in their entirety by cautionary statements and risk factor disclosures contained in the Company's Securities and Exchange Commission ("SEC") filings, including the Company's Annual Report on Form 10-K filed with the SEC on February 27, 2023 and subsequent filings with the SEC. The Company wishes to caution readers that certain important factors may have affected and could in the future affect the Company's actual results and could cause the Company's actual results for subsequent periods to differ materially from those expressed in any forward- looking statements made by or on behalf of the Company. New risks emerge from time to time and it is not possible for management to predict all such risk factors or to assess the impact of such risks on the Company's business. Accordingly, the Company undertakes no obligation to publicly revise any forward- looking statements, whether as a result of new information, future events, or otherwise.

Notice of 2023 Annual Meeting of Shareholders

Date and Time

May 3, 2023

10 a.m. Eastern Daylight Time

Place

Meeting live via the Internet. Please visit: www.virtualshareholdermeeting.com/IFF2023*

Items to be Voted On

  1. Elect 11 members of the Board of Directors for a one-year term expiring at the 2024 Annual Meeting of Shareholders.
  2. Ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the 2023 fiscal year.
  3. Approve, on an advisory basis, the compensation of our named executive officers in 2022.
  4. Vote, on an advisory basis, on the frequency of votes on executive compensation.
  5. Transact such other business as may properly come before the 2023 Annual Meeting and any adjournment or postponement of the 2023 Annual Meeting.

Record Date

Only shareholders of record as of the close of business on March 8, 2023 may vote at the 2023 Annual Meeting.

Sincerely,

Frank K. Clyburn, Jr.

Chief Executive Officer and Director

March 23, 2023

Virtual Meeting

You can attend our virtual 2023 Annual Meeting by visiting www.virtualshareholdermeeting.com/IFF2023. Be sure to have the 16 digit Control Number we have provided to you to join the meeting. Our 2023 Annual meeting will start at 10 a.m. Eastern Daylight Time.

Proxy Voting

It is important that your shares be represented at the 2023 Annual Meeting, regardless of the number of shares you may hold. Whether or not you plan to attend, please vote using the Internet, by telephone or by mail, in each case by following the instructions in our proxy statement.

Proxy Voting Methods

Telephone

Internet

Mail

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 3, 2023:

Our Notice, Proxy Statement and 2022 Annual Report are available at www.proxyvote.com.

TO FACILITATE THE TIMELY RECEIPT OF YOUR PROXY, WE ENCOURAGE YOU TO VOTE BY TELEPHONE OR INTERNET TODAY.

We are making the Proxy Statement and the form of proxy first available on or about March 23, 2023.

521 W. 57th Street New York, NY 10019

  • The 2023 Annual Meeting will be entirely virtual as permitted under New York State law, conducted via a live audio-only webcast, in order to provide expanded access, improved communication and cost savings for our shareholders. We believe that hosting a virtual meeting will enable greater shareholder attendance and participation from any location around the world.

Proxy Statement Summary

2022 Highlights

PROXY STATEMENT SUMMARY

We provide below highlights of certain information in this Proxy Statement. As it is only a summary, please refer to the complete Proxy Statement and our Annual Report for Fiscal Year Ended December 31, 2022 ("2022 Annual Report") before you vote.

2022 Results

Net Sales

$

12.4

B

Operating Loss

$

(1.3)

B

Adjusted Operating EBITDA*

$

2.5

B

Diluted EPS

$

(7.32)

Adjusted Diluted EPS*

$

3.24

Adjusted Diluted EPS ex Amortization*

$

5.42

* See reconciliation of GAAP to Non-GAAP financial measures in Exhibit A to this Proxy Statement.

Our Corporate Governance Policies Reflect Best Practices

All Directors other than our CEO are

Majority Voting and Director Resignation

Independent

Policy in Uncontested Elections

Strong Pay for Performance Practice

Executives and Directors are Subject to

Diverse Board Brings Balance of Skills,

Rigorous Stock Retention Guidelines

Professional Experience and Perspectives

No Limitation on Shareholder Litigation

Annual Election of Directors

Rights

Non-Executive Chair of the Board Leads

Proxy Access By-Law Provisions

Board's Independent Oversight

Prohibition on Short Sales and Hedging of our

No Guaranteed Pay Increases or Equity

Stock by our Employees, Officers and Directors

Awards for Named Executive Officers

No Exclusive Forum or Fee-Shifting Provisions

("NEOs")

Extensive Executive Clawback Policy

Annual Board and Committee Assessments

Long Standing Commitment to Sustainability

Formal Board and Executive Succession

No Shareholder Rights Plan ("Poison Pill")

Planning

Board composition remains a priority for the Company. We strive to maintain a Board composed of directors who bring diverse viewpoints, perspectives and areas of expertise, exhibit a variety of key skills and relevant professional experiences, and effectively represent the long-term interests of our stockholders. In the context of on-going discussions related to refreshment and plans to evolve in line with best-in-class corporate governance standards, over the last year seven directors have resigned or decided to not stand for re-election at the 2023 Annual Meeting, and the Company has made four new appointments to the Board to help ensure the Company has the optimal support and oversight to advance its growth and transformation strategy. See "Proposal 1 - Board Transitions" beginning on page 2 of this Proxy Statement.

IFF | 2023 PROXY STATEMENT i

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IFF - International Flavors & Fragrances Inc. published this content on 23 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 March 2023 11:42:09 UTC.