UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

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International Flavors & Fragrances Inc.

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Letter from the Chief Executive Officer

Dear Fellow Shareholder:

It is a privilege to write to you as CEO of IFF, a global leader in high-value ingredients and solutions with a world-class team and an unmatched portfolio to meet the evolving needs of the global food, beverage, home and personal care and health and wellness markets.

I am honored to lead such a world-class company and join a global team united around a central purpose – to apply science and creativity for a better world – as we strengthen our position as an essential solutions partner for our customers. IFF has embarked on an incredible transformational journey and our company is stronger today than it’s ever been. As CEO, I am squarely focused on opportunities to build on this incredible foundation to achieve our next chapter of growth.

In 2021, IFFers once again showcased their resilience, remarkable spirit and relentless determination in pursuit of our mission to Do More Good for our stakeholders and our planet. As the COVID-19 pandemic continued to test our communities in ever-evolving ways, IFF showcased its essential role in the value chain for key consumer brands and manufacturers.

The completion of our combination with Nutrition & Biosciences (N&B) business in February 2021 officially marked the beginning of a new era for IFF. IFF’s teams around the world have worked tirelessly over the last two years to bring this incredible combination to life and position our business for our next chapter of growth and innovation. We continue to make tremendous progress integrating our businesses and bringing together more than 24,000 employees worldwide, while delivering on our efforts to create a more efficient organization.

IFF’s financial results in 2021 reflect the strength and durability of our expanded portfolio and the exceptional dedication of our teams. Within the complex global operating environment, we delivered strong sales growth across our business divisions, including meaningful recoveries in the segments most affected by the pandemic. For the full year, IFF delivered $11.7 billion in sales and adjusted operating EBITDA of $2.4 billion. IFF finished the year ahead of our sales target, with double-digit growth driven by strong performance across all four business segments. While global supply chain challenges pressured our profitability margin for the year, we are proud of how our teams navigated this landscape to continue to deliver year-over-year growth in adjusted operating EBITDA.

Importantly, IFF has improved its financial flexibility and robust cash flow, particularly as we streamlined our portfolio to focus on our core competencies. IFF successfully completed the divestiture of our non-core fruit preparation business and announced the sale of our microbial control business. These strategic actions allow IFF to reduce outstanding debt and invest in valuable growth and innovation opportunities to further meet the evolving needs of our customers.

All of us at IFF believe strongly in our responsibility to Do More Good in all our communities. As a purpose-driven, customer-centric organization, we are a leading force for a more sustainable future. We are on a journey to challenge the status quo and be the most responsible partner we can for our shareholders, customers, communities and planet. I am proud to report that IFF is achieving our targets in this mission. In May, IFF announced that we met and surpassed the intensity-based environmental targets we initially set in 2010, when we first established our 10-year sustainability objectives. We reduced greenhouse gas emissions, water withdrawal and hazardous waste generation well beyond our targets. We are proud of this work, but we know all of us can, and must, do more.

Expanding on these initiatives, IFF announced in December 2021 a new and ambitious environmental, social and governance roadmap called the ESG 2030 ‘Do More Good Plan.’ Through this framework, IFF will accelerate efforts to address the most urgent issues affecting our world for the next decade and beyond. By focusing on four “ESG+” areas of action (Environmental, Social, Governance and Sustainable solutions), IFF commits to transform how we design and manufacture our products. Across IFF, we are incorporating our Do More Good mindset into the ways we responsibly engage with our employees, customers, suppliers and communities.

We have pledged to support environmental stewardship across our business by setting new, science-based targets to further reduce greenhouse gas emissions, achieve net zero and ultimately become net positive. As we strengthen our globally certified diversity, equity & inclusion leadership, we are focused on achieving world class safety performance and continuing to promote human rights and animal welfare through our responsible sourcing program and natural ingredient supply chains. We have also expanded our mandate to help our customers achieve their own ESG goals by ensuring all new innovations are as sustainable as possible.

At IFF, our power is our people. Since our inception, we have worked hard to foster an environment where IFFers across the globe feel seen, heard and able to truly thrive in their professional careers. We are proud to be globally recognized for these efforts, having received Economic Dividend for Gender Equality (EDGE) certification in 21 countries, the largest number of countries ever certified by EDGE at one time, as well as other diversity, equity & inclusion certifications such as Diversity Inc., Human Rights Campaign, and proudly signing the U.N. Global LGBTI Standards of Conduct for Business and the U.N. Women’s Empowerment Principles. Our efforts cannot and will not stop there, and our organization will continue to focus on furthering this deeply important work.

As I get to know our incredibly talented team around the world, I am confident that IFF is well-positioned to redefine the possibilities for our industry while creating long-term value for all of our stakeholders. As CEO, I am committed to advancing IFF’s bold reinvention, as we challenge expectations and transform our ability to reach and partner with more customers around the world. Your ongoing partnership is key to our success. I am energized by the immense possibilities on our horizon and know that IFF has vision, people and opportunity to accelerate our impact for our customers, teams and communities as, together, we Do More Good.

Thank you.

Frank Clyburn

Chief Executive Officer and Director

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 28, 2022 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 2022 Annual Meeting of Shareholders

PROXY STATEMENT SUMMARY

2021 Highlights

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

Our Corporate Governance Policies Reflect Best Practices

Proposals and Board Recommendations

Proposal 1   Election of 14 Director Nominees						The Board recommends a vote FOR the election of all Director Nominees   Our Nominating and Governance Committee and our Board have determined that each of the nominees possesses the skills and qualifications to collectively comprise a highly effective Board.
						See “Proposal 1 — Election of Directors” beginning on page 1 of this Proxy Statement.

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PROXY STATEMENT SUMMARY

Director Nominees

Committee Membership

Name and Primary  Occupation

Joined

Age

Indep.

Audit

Comp.

Nom.& Gov.

Inn. & Sus.

Kathryn J. Boor Dean of the Graduate School and Vice Provost for Graduate Education, Cornell University

2021

63

●

Edward D. Breen CEO, DuPont de Nemours, Inc.

2021

66

●

●

Barry A. Bruno Executive Vice President and Chief Marketing Officer of Church & Dwight Co., Inc.

2022

50

●

●

Frank Clyburn Chief Executive Officer, IFF

2022

57

●

Carol Anthony Davidson Former Senior Vice President, Controller & CAO of Tyco International Ltd.

2021

66

●

Michael L. Ducker Former President and CEO, FedEx Freight

2014

68

●

●

●

Roger W. Ferguson, Jr. Former President and CEO, TIAA

2010

70

●

●

John F. Ferraro Former Global COO, Ernst & Young

2015

66

●

Christina Gold Former CEO, The Western Union Company

2013

74

●

●

Ilene Gordon Former Chair, President & CEO of Ingredion Incorporated

2021

68

●

●

Matthias J. Heinzel CEO, Life Science division of Merck KGaA, Darmstadt, Germany

2021

55

●

●

Dale F. Morrison Non-executive Chair and Founding Partner of Twin Ridge Capital Management

2011

73

●

●

Kåre Schultz President and CEO, Teva Pharmaceutical Industries Ltd.

2021

60

●

●

Stephen Williamson Senior Vice President and CFO, Thermo Fisher Scientific

2017

55

●

Committee Chair         Financial Expert

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PROXY STATEMENT SUMMARY

Skills and Qualifications

Our Board regularly evaluates desired attributes for directors in light of the Company’s strategy and needs. Key skills, qualifications and experience currently maintained on the Board include:

Proposal 2   Ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting  firm for the 2022 fiscal year				The Board recommends a vote FOR this proposal   Our Board recommends that shareholders vote “FOR” the ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the 2022 fiscal year.
				See “Proposal 2 — Ratification of Independent Registered Public Accounting Firm” beginning on page 42 of this Proxy Statement.

Proposal 3   Approve, on an advisory basis, the compensation of our named executive officers in 2021				The Board recommends a vote FOR this proposal   Our Board recommends a vote “FOR” the advisory vote to approve executive compensation for the 2021 performance year.
				See “Proposal 3 — Advisory Vote on Executive Compensation” on page 71 of this Proxy Statement and “Compensation Discussion and Analysis” beginning on page 46 of this Proxy Statement.

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PROXY STATEMENT SUMMARY

Compensation Governance

Our pay-for-performance compensation program is part of the strong compensation governance that we have adopted.

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PROXY STATEMENT SUMMARY

TABLE OF CONTENTS

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Our Current Board

Our Board of Directors (“Board”) currently has fourteen members. Upon the recommendation of the Nominating and Governance Committee, our Board has nominated the current directors for election at the 2022 Annual Meeting, each for a one-year term that expires at the 2023 Annual Meeting:

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 2022 Annual Meeting, our Board may decrease the number of directors to be elected or designate a substitute nominee for that vacancy.

Director Nominee Experience and Qualifications

Board Membership Criteria and Selection

Our Certificate of Incorporation provides that we have at least six but not more than 15 directors. To ensure independence and to provide the breadth of needed expertise and diversity of our Board, the Board periodically reviews its size and makes appropriate adjustments pursuant to our By-Laws. In addition, our Nominating and Governance Committee, together with the other Board members, from time to time, as appropriate, identify the need for new Board members.

Board candidates are considered based on various criteria which may change over time as our business evolves and as the composition of the Board changes. At a minimum, our Nominating and Governance Committee considers the following factors as part of its review of all director candidates and in recommending potential director candidates:

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 PROPOSAL 1 — ELECTION OF DIRECTORS 

Proposed director candidates who satisfy the criteria and who otherwise qualify for membership on the Board are identified by the Nominating and Governance Committee. In identifying candidates, the Nominating and Governance Committee seeks input and participation from other Board members and other appropriate sources so that all points of view are considered and the best possible candidates identified. The Nominating and Governance Committee may also engage a search firm to assist it in identifying potential candidates. Members of the Nominating and Governance Committee and other Board members, as appropriate, interview selected director candidates, evaluate the director candidates and determine which candidates are to be recommended by the Nominating and Governance Committee to the Board. Our Nominating and Governance Committee evaluates the suitability of potential candidates recommended by shareholders in the same manner as other candidates recommended to the Nominating and Governance Committee.

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.

Board Transitions

Effective February 14, 2022, the Company appointed Mr. Frank Clyburn as Chief Executive Officer (“CEO”) and as a member of the Board of Directors. Mr. Clyburn joined the Company from Merck & Co., Inc. (“Merck”), where he served as Executive Vice President and Division President of Human Health.

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 PROPOSAL 1 — ELECTION OF DIRECTORS 

As planned, upon Mr. Clyburn’s succession as CEO, Mr. Fibig resigned as CEO and as director and Chair of the Board. In addition, the Board appointed Mr. Dale F. Morrison to serve as the non-executive Chair of the Board. With a non-executive Chair, the Board determined it no longer needed an independent Lead Director and Mr. Edward D. Breen resigned from such position but remains a director.

On February 8, 2022, the Company entered into a Cooperation Agreement (the “Cooperation Agreement”) with Mr. Carl C. Icahn and the persons and entities listed therein (collectively, the “Icahn Group”), pursuant to which the Company agreed to (i) increase the size of the Board to fourteen directors and (ii) appoint Mr. Barry A. Bruno to the Board to fill the resulting vacancy. In addition, the Company agreed to include Mr. Bruno as part of the Company’s slate of nominees for election to the Board at the 2022 Annual Meeting.

In connection with his appointment to the Board, the Board determined that Mr. Bruno qualifies as an independent director under the listing rules of New York Stock Exchange. Under the terms of the Cooperation Agreement, the Icahn Group agreed that it will not enter into any agreement with, or compensate, Mr. Bruno with respect to his role or service as a director of the Company. In addition, the Icahn Group confirmed that Mr. Bruno is not associated with the Icahn Group.

In addition, under the terms of the Cooperation Agreement, in the event Mr. Bruno resigns or for any reason fails to serve or is not serving as a director (subject to exceptions set forth in the Cooperation Agreement, including as a result of such director not being nominated by the Company to stand for election at an annual meeting of stockholders subsequent to the 2022 Annual Meeting, following which the Icahn Group’s replacement rights shall terminate), then a new independent director that is mutually acceptable to the Board and the Icahn Group shall be added to the Board or as a nominee on the slate of nominees for election to the Board at the 2022 Annual Meeting, as applicable.

So long as Mr. Bruno is a member of the Board, any Board consideration of appointment and employment of the Company’s chief executive officer and chief financial officer, mergers, acquisitions of material assets, dispositions of material assets, or similar extraordinary transactions, and voting with respect thereto, will take place only at the full Board level or in committees at which Mr. Bruno is a member.

The Cooperation Agreement also includes other customary voting, standstill and non-disparagement provisions. The Cooperation Agreement, including the standstill restrictions on the Icahn Group, will terminate upon the earlier of (x) 35 calendar days before the advance notice deadline set forth in the bylaws of the Company for the Company’s 2023 annual meeting of stockholders and (y) the day that is the seventh calendar day after the Icahn Group gives written notice to the Company (which notice shall not be given before May 31, 2022) of the Icahn Group’s election to terminate the Cooperation Agreement.

Diversity and Tenure

Diversity is one of the factors that the Nominating and Governance Committee considers in identifying and selecting director nominees. The Board recognizes the value of diversity and strives to assemble a Board with diverse skills, professional experience, global, geographic and other perspectives, age, race, ethnicity, gender, gender identity, sexual orientation or identity, national origin and cultural background, to include in the pool from which nominees for the Board are selected.

In connection with the N&B Transaction, completed in February 2021, we refreshed our Board by appointing six new members and increasing the size of the Board from eleven to thirteen members. As a result and with the addition of Mr. Bruno, more than half of our directors currently have a tenure of less than 3 years and our average director tenure is 4.1 years.

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 PROPOSAL 1 — ELECTION OF DIRECTORS 

We Strive for a Balanced and Diverse Board

Shareholder Nominations and Proxy Access

Under our By-Laws, if a shareholder wishes to submit a director candidate for consideration by the Nominating and Governance Committee, or wishes a director nomination to be included in the Company’s proxy statement for an annual meeting pursuant to our proxy access by-law, the shareholder must deliver or mail notice of the request to the Company’s Corporate Secretary, in writing, so that it is received not less than 90 days nor more than 120 days prior to the anniversary date of the prior year’s annual meeting of shareholders. However, if the annual meeting is not within 30 days of the anniversary date of the prior year’s annual meeting, such notice must be received by the Corporate Secretary no later than 10 days following the mailing of notice of the annual meeting or public disclosure of the annual meeting date, whichever occurs first. The notice must be accompanied by the information concerning the director candidate and nominating shareholder described in Article I, Section 3 and Section 4 of our By-Laws. The Nominating and Governance Committee may also request any additional background or other information from any director candidate or recommending shareholder as it may deem appropriate. Our proxy access by-law permits an eligible shareholder (or group of up to 20 eligible shareholders) who owns shares representing at least 3% of our outstanding shares, and has held the shares for at least three years, to nominate and include in our proxy materials for an annual meeting, director candidates constituting up to 20% of our Board.

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 PROPOSAL 1 — ELECTION OF DIRECTORS 

Continued Service

The Nominating and Governance Committee annually reviews each Board member’s suitability for continued service as a member of our Board and recommends to the Board whether such member should be re-nominated. In addition, each director is required to promptly tender his or her resignation for consideration to the Chair of the Nominating and Governance Committee if, during his or her tenure as a director, such director:

so that the Nominating and Governance Committee can review the change and make a recommendation to the full Board regarding the director’s continued service. Such resignation becomes effective only upon acceptance by the Board. In addition, if a Director is an active chief executive officer of another public company, such Director shall not serve on the board of more than two public companies (including IFF), other than the company of which he or she is the chief executive officer.

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 PROPOSAL 1 — ELECTION OF DIRECTORS 

Nominees for Director

Kathryn J. Boor

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 PROPOSAL 1 — ELECTION OF DIRECTORS 

Edward D. Breen

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 PROPOSAL 1 — ELECTION OF DIRECTORS 

Barry A. Bruno

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 PROPOSAL 1 — ELECTION OF DIRECTORS 

Frank Clyburn

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 PROPOSAL 1 — ELECTION OF DIRECTORS 

Carol Anthony (John) Davidson

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 PROPOSAL 1 — ELECTION OF DIRECTORS 

Michael L. Ducker

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 PROPOSAL 1 — ELECTION OF DIRECTORS 

Roger W. Ferguson, Jr.

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 PROPOSAL 1 — ELECTION OF DIRECTORS 

John F. Ferraro

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 PROPOSAL 1 — ELECTION OF DIRECTORS 

Christina Gold

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 PROPOSAL 1 — ELECTION OF DIRECTORS 

Ilene Gordon

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 PROPOSAL 1 — ELECTION OF DIRECTORS 

Matthias Heinzel

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 PROPOSAL 1 — ELECTION OF DIRECTORS 

Dale F. Morrison

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 PROPOSAL 1 — ELECTION OF DIRECTORS 

Kåre Schultz

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 PROPOSAL 1 — ELECTION OF DIRECTORS 

Stephen Williamson

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Corporate Governance

Code of Conduct

We have adopted a Code of Conduct that applies to all of our employees, including our Chief Executive Officer (“CEO”), our Chief Financial Officer (“CFO”) and our Chief Accounting Officer, as well as our Directors. Additionally, we have adopted a Code of Conduct for Directors and a Code of Conduct for Executive Officers (together with the Code of Ethics, the “Codes”). The Codes are available on our website at https://ir.iff.com/governance.

Only the Board or the Audit Committee may grant a waiver from any provision of our Codes in favor of a director or executive officer, and any such waiver and any amendments to the Codes will be publicly disclosed on our website, www.iff.com.

Shareholder Engagement

We regularly engage with our shareholders to better understand their perspectives on our Company, including our strategies, performance, acquisition-related activities, share price development, capital allocation policies and matters of corporate governance and executive compensation. This dialogue has helped inform the Board’s decision-making and ensure our interests remain well-aligned with those of our shareholders. During 2021, we interacted with our largest active shareholders, representing more than two-thirds of our outstanding shares. We believe that these engagements provide valuable feedback and this feedback is shared regularly with our Board and its relevant committees.

Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines which set forth our governance principles relating to, among other things:

In 2021, the Board revised its Corporate Governance Guidelines to, among other things:

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 CORPORATE GOVERNANCE 

The Nominating and Governance Committee reviews our Corporate Governance Guidelines annually, and recommends changes to the Board as appropriate. A copy of our Corporate Governance Guidelines is available through the Investor—Leadership & Governance—Governance link on our website, www.iff.com.

Environmental, Social and Governance Initiatives

Since the N&B Transaction, we have been working to integrate all aspects of environmental, social and governance (ESG) topics into a combined program. As a part of our integration with N&B, we have developed an ESG roadmap, the 2030 ‘Do More Good Plan’ (“the Plan”), which aligns with IFF’s purpose of applying science and creativity for a better world. The Plan includes four key focus areas:

Environmental

Supporting environmental stewardship across our operations, including commitments to climate action, zero waste to landfill, water stewardship solutions and an acceleration of our responsible sourcing practices by promoting regenerative ecosystems and achieving zero deforestation for strategic raw material supply chains.

Social

Advancing our commitment to people and communities by strengthening diversity, equity & inclusion within our workforce, while continuously improving our safety program by striving for an injury-free workplace, and achieving world class safety performance. Within our responsible sourcing program, the Company will continue to promote human rights and animal welfare, while supporting farmers’ livelihoods and ensuring prosperous and equitable value chains.

As part of our continued commitment to transparency and progress in our inclusion and diversity commitments and based on feedback from internal and external stakeholders, in 2021, we published our U.S. demographic representation data, or EEO-1 data, along the same categories under which we report to the EEOC. This year, we also published our latest U.S. Consolidated EEO-1 Report that we submitted to the EEOC. This EEO-1 information is available on the Company’s website at https://www.iff.com. Please note that information on or accessible through this website is not part of, or incorporated by reference into, this proxy statement. To provide even greater insight into our representation, we further enhanced our disclosures by including representation data by IFF job category over a three-year period in our annual sustainability report.

Governance

Continuing our commitment to good governance which starts with our Board and Executive Committee and is supported by a strong governance framework, including having a robust program to ensure compliance with our Codes of Conduct and adherence to the highest standards of ethics, integrity, honesty and respect in our dealings internally and with our business partners. To enhance accountability in line with evolving stakeholder expectations, the Company plans to launch ESG metrics tied to executive compensation, while expanding oversight for ESG at the Board of Directors level. IFF remains on track to increase our transparency in disclosures and key performance indicators.

Sustainable Solutions

Focusing on the sustainability value proposition and growth for all new innovations as we assist customers in achieving their own ESG goals by delivering an expanded suite of sustainable solutions for the market. In 2021, our Company continued to achieve notable recognitions in these areas. We were

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 CORPORATE GOVERNANCE 

named to the Dow Jones Sustainability Indices for the second consecutive year, a family of best-in-class benchmarks for investors who recognize that sustainable business practices are critical to generating long-term shareholder value. Once again named to both the 2021 World Index and the North America Index, this distinction validates IFF’s leadership position in sustainability performance and underscores our commitment to executing on key ESG priorities. IFF was also recognized by the Human Rights Campaign as a 2021 Best Place to Work for LBGTQ Equality and named among the 2021 Best Places to Work for Disability Inclusion by Disability:IN, for the third and second consecutive years, respectively. For the first time in 2021, we were also recognized by CDP as a triple A list company for corporate transparency and action on climate change, water stewardship and deforestation. IFF continues to be named one of Barron’s 100 Most Sustainable Companies and listed in the FTSE4Good Index series as well as in the Euronext Vigeo World 120 Index for ESG performance.

We describe our environmental, social and governance programs and performance in more detail in our annual sustainability report, which is posted on our website for investors, customers and suppliers. More information on our governance initiatives and Board oversight of environmental, social and governance matters can also be found throughout this proxy statement.

Independence of Directors

The Board undertakes an annual review of director independence, which includes a review of each director’s relationships with the Company. This review is designed to identify and evaluate, among other things, any transactions or relationships between a director or any member of his or her immediate family and the Company or members of our senior management.

The Board has affirmatively determined that each of our current directors (other than Mr. Clyburn, our CEO) meets our independence requirements and those of the NYSE’s corporate governance listing standards. In the ordinary course of business, transactions may occur between the Company and entities with which some of our directors or their family members are or have been affiliated. In connection with its evaluation of director independence, our Board reviewed such transactions, and it has determined that these transactions do not impair the independence of the respective director.

Board Leadership Structure

In connection with the appointment of Mr. Clyburn as CEO and director, the Board determined to appoint Mr. Morrison as Non-Executive Chair. With Mr. Morrison serving as Non-Executive Chair, there was no need for a Lead Director and Mr. Breen resigned that position, but remained a director.

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 CORPORATE GOVERNANCE 

The Board has determined to separate the role of Chair and CEO and to have the Chair serve in a presiding capacity, coordinate the activities of the Board and perform the duties provided in the Governance Guidelines (as described below).

Board Committees

Our Board has an Audit Committee, a Human Capital and Compensation Committee, a Nominating and Governance Committee and an Innovation and Sustainability Committee, each of which operates under a written charter adopted by the Board. Each Committee reviews its charter annually and recommends charter changes to the Board as appropriate. Each of the Audit Committee, Human Capital and Compensation Committee, Nominating and Governance Committee and Innovation and Sustainability Committee reviewed its charter, and amended it where appropriate. Each Committee charter provides that the Committee will annually review its performance, and each Committee reviewed and discussed its performance as required. A current copy of each of the Audit Committee, Human Capital and Compensation Committee, Nominating and Governance Committee, and Innovation and Sustainability Committee charters is available through the Investor—Governance link on our website, www.iff.com.

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 CORPORATE GOVERNANCE 

The table below provides the current membership and chair for each of our Committees.

Name		Audit		Human Capital and Compensation		Nominating and Governance		Innovation and   Sustainability
Kathyrn J. Boor
Edward D. Breen								●
Barry A. Bruno		●
Frank Clyburn								●
Carol Anthony Davidson		●
Michael L. Ducker				●				●
Roger W. Ferguson, Jr.						●
John F. Ferraro
Christina Gold				●
Ilene Gordon				●
Matthias Heinzel								●
Dale F. Morrison						●
Kåre Schultz						●
Stephen Williamson		●

 = Committee Chair

Board and Committee Meetings

Our Board held eight meetings during 2021. The Audit Committee held eight meetings, the Human Capital and Compensation Committee held eight meetings, the Nominating and Governance Committee held six meetings, and the Innovation and Sustainability Committee held four meetings during 2021. All incumbent directors attended at least 75% of the total Board and Committee meetings over periods in which he or she served during 2021. All of our directors who were serving on the day of last year’s annual meeting of shareholders attended that meeting. Under our Corporate Governance Guidelines, unless there are mitigating circumstances, such as medical, family or business emergencies, Board members endeavor to participate in all Board meetings and all Committee meetings of which the director is a member and to attend our annual meeting of shareholders. Our non-employee directors, all of whom are currently independent, meet in executive session, without the presence of any corporate officer or member of management, in conjunction with regular meetings of the Board and Committees.

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 CORPORATE GOVERNANCE 

Audit Committee

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 CORPORATE GOVERNANCE 

Human Capital and Compensation Committee

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 CORPORATE GOVERNANCE 

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 CORPORATE GOVERNANCE 

Nominating and Governance Committee

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 CORPORATE GOVERNANCE 

Innovation and Sustainability Committee

Board and Committee Assessment Process

Each year, the Nominating & Governance Committee leads an evaluation of the effectiveness of the Board and each of its committees. Each member of the Board responds to an anonymous survey regarding the effectiveness of the Board, its committees and their leadership, and the dynamics between the Board and management. The Board supplements this process through the use of in-person director interviews during which the non-executive Chair of the Nominating & Governance Committee interviews each director to obtain his or her assessment of the effectiveness of the Board and its committees. The Chair of the Nominating & Governance Committee summarizes and reviews the results with the Board.

Succession Planning

Our Board recognizes that one of its most important duties is to ensure excellence and continuity in our senior leadership by overseeing the development of executive talent and planning for the effective succession of our CEO and other senior members of executive management. As part of this process, our

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 CORPORATE GOVERNANCE 

CEO and our executive officers are required to prepare a detailed development and succession plan for themselves and for their direct reports on an annual basis. The Company’s executives regularly attend Board meetings and maintain an ongoing dialogue with Board members, which is critical to the Company’s succession planning. The Human Capital and Compensation Committee reviews, on an annual basis, potential successors for the Company’s executive officers and such other senior management employees as the Human Capital and Compensation Committee may determine. In addition, the Nominating and Governance Committee also agrees upon and recommends to the Board a succession plan for our CEO, including in emergency situations. The Chair is responsible for leading the Board’s review of the succession plan for the CEO. Our Board is committed to being prepared for a planned or unplanned change in our leadership in order to ensure our stability.

On September 30, 2021, Mr. Fibig announced his intention to retire as Chairman and CEO after a 10-year tenure with the company and more than seven years as Chairman and CEO. Effective February 14, 2022, the Company appointed Mr.Clyburn as CEO and as a member of the Board of Directors.

Risk Management Oversight

Our Board is actively involved in the oversight of risks that could affect our Company and is responsible for overseeing and reviewing with management the Company’s enterprise-wide risks and the policies and practices established to manage such risks. It is the responsibility of the CEO and other senior management to manage the Company’s day-to-day business risks and its risk management process. We believe this division of responsibility is the most effective approach for addressing risk management.

Board and Committee Roles in Overseeing Risk

The Board exercises its risk oversight function both at the Board level and by delegating to its committees. The Board and its committees focus on operational risk, financial risk, regulatory risk, litigation risk, cybersecurity and information security risk, tax risk, credit risk, liquidity risk, compliance risk as well as our general risk management strategy, and how these risks are being managed. The Board receives updates on the Company’s risk through management’s enterprise risk management (“ERM”) program report to the Board, which includes management’s approach to mitigating and managing such risks. Such risks include risks related to shareholder activism, cybersecurity breaches, raw material sourcing and availability, facilities and production quality, technology and innovation, revenue synergies, sustainability and integration/divestiture of business segments. The Board also receives updates on the Company’s risk from its committees. Each of the Audit, Nominating and Governance, Human Capital and Compensation, and Innovation and Sustainability Committee is responsible for the oversight of risks relevant to its function (as described above) and regularly reports to the Board. The Board believes that its risk oversight structure allows for open communication between the Board, its committees and management.

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Management

Management maintains an ERM program which is designed to identify and assess our global risks and to develop steps to mitigate and manage risks. As part of its risk management practices, the Company has established a management risk committee chaired by the CFO and General Counsel and made up of key members of the Company’s management to integrate global risk activities (including cybersecurity, compliance, business, human resources and crisis management) and to ensure appropriate prioritization of resources and alignment across the Company. The Board receives regular reports on the ERM process and the Company’s risk mitigation activities, including reports focused on compliance, human capital, cyber security and sustainability risks.

Compensation Risks

In the fourth quarter of 2021, the Human Capital and Compensation Committee, working with its independent compensation consultant, conducted a risk assessment of our executive compensation programs. The goal of this assessment was to determine whether the general structure of our executive compensation policies and programs, annual and long-term performance goals or the administration of the programs posed any material risks to our Company. In addition, with the input from our Chief Human Resources and Diversity and Inclusion Officer, the Human Capital and Compensation Committee reviewed compensation programs and policies below the executive level in a Company-wide risk assessment. The Human Capital and Compensation Committee shared the results of this review with our full Board.

The Human Capital and Compensation Committee determined, based on the reviews of its independent compensation consultant and management’s input and other factors, that the compensation policies and practices for the Company’s employees in 2021, including the established performance goals and incentive plan structures, did not result in excessive risk taking or the implementation of inappropriate business decisions or strategies by the Company’s executives or employees generally, and that there are no risks arising from our compensation policies and practices for our employees that are reasonably likely to have a material adverse effect on the Company.

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 CORPORATE GOVERNANCE 

Human Capital Management

Our business is built on our talented employees. At December 31, 2021, we had approximately 24,000 employees worldwide, of whom approximately 5,300 are employed in the United States.

Culture and Values

Our culture is based on our five corporate values of empowerment, expertise, innovation, integrity and responsibility, and the expression of these values can be seen and felt throughout our history. Our employees appreciate that they contribute to products that touch and enhance the lives of millions of people around the world. In 2021, we implemented an employee engagement initiative through our cultural ambassador program to build a common identity and shared purpose, drive positive organizational change, and strengthen engagement and motivation. Cultural ambassadors were nominated by each site and led programs and sessions on promotion of the IFF values and recognition of individuals who exemplified such values. To date, approximately half of the IFF employees world-wide have attended such sessions.

Leadership and Development

Our leadership development efforts empower employees to become forward-looking, inspiring and capable decision-makers, agents of change and great leaders. To cultivate our employees’ talent and build sustainable long-lasting careers at IFF, we provide tools that enable our employees to envision their career journeys in the form of articulated career “ladders” and “frameworks”. We offer corresponding development opportunities to include specialized courses for employees globally by partnering with leading institutions and universities to help provide the latest training and development offerings at all levels. We also offer to our employees an extensive library of on-demand courses and materials on leadership, management and professional skills development. Those learning resources are integrated into our human capital platform, allowing managers and employees to establish digitalized learning plans that are ultimately captured as a part of their employee profile. Further, those offerings complement our talent acquisition strategy and organized and personalized feedback process, which is supported by industry-leading assessment tools.

Diversity, Equity, & Inclusion (DE&I)

Our DE&I vision: “Your Uniqueness Unleashes Our Potential.” sets the tone for our colleagues to be empowered to bring their whole authentic selves to work. To this end, we are dedicated to nurturing a truly inclusive and equitable culture through the three pillars of our DE&I mission:

In 2021, our primary focus was harmonizing the two corresponding DE&I programs from the legacy N&B and IFF organizations. We reorganized IFF’s DE&I Steering Committee to ensure there was equitable representation of our employee population, including heritage N&B colleagues. We continued our commitment of gender equality using the Economic Dividends for Gender Equity Methodological Framework. IFF was also listed as a “Best Place to Work for Disability Inclusion” for the second consecutive year with a 100% score; part of this achievement was due to the fact that we have launched a Disability Inclusion Taskforce that is auditing our policies & practices for any opportunities to be more inclusive of People with Disabilities. Moreover, IFF maintained our “Best Place to Work for LGBTIQ+ Equality” with 100% scores in Human Rights Campaign Corporate Equality Index and the HRC Equidad Mexico and also achieved a Bronze Level recognition form the India Workplace Equality Index. Throughout 2021, our employee resource groups known as “colleague communities” continued to thrive and mature. Our existing communities; Women@IFF, Prisma, Black Excellence, NextGen@IFF and SERVE (which supports veteran and first responder issues), hosted several events throughout the year

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and continued to expand their footprint around the globe through chapter development & new members. We were also excited to launch our newest communities, such as Asian Colleagues for Equity, Empowerment, & Excellence, IFFers UNIDOS, and AccessAbility. Lastly, we hosted our first annual Global Inclusion Week delivering over 5,000 hours of training, which further advances our journey towards full inclusion.

As part of our continued commitment to transparency and progress in our inclusion and diversity commitments and based on feedback from internal and external stakeholders, in 2021, we published our U.S. demographic representation data, or EEO-1 data, along the same categories under which we report to the EEOC. This year, we also published our latest U.S. Consolidated EEO-1 Report that we submitted to the EEOC. This EEO-1 information is available on the Company’s website at https://www.iff.com. Please note that information on or accessible through this website is not part of, or incorporated by reference into, this proxy statement. To provide even greater insight into our representation, we further enhanced our disclosures by including representation data by IFF job category over a three-year period in our annual sustainability report.

Occupational Health & Safety

Employee safety is one of the cornerstones of our business. Our occupational health and safety management system requires and encourages employees and supervised contractors at sites globally to uphold IFF’s protocols, report any incidents and suggest improvements that will increase the safety of work sites. Our safety management system in each country is based on local regulations. In the absence of country-specific requirements, IFF guidelines are implemented, which are based on U.S. Occupational Safety and Health Administration (“OSHA”) standards. To work toward a safer workplace, we have put in place a set of protocols and programs related to three areas of focus: (a) safety governance (setting and updating comprehensive safety policies and procedures), (b) safety training of employees on local requirements and IFF policies, and (c) safety culture characterized by awareness and communication. In response to the novel coronavirus (“COVID-19”) pandemic, we have been following the requirements of governmental authorities and taking additional preventative and protective measures to ensure the safety of our workforce. Moreover, we have developed return-to-workplace protocols and mandatory site guidelines to continue to protect the health and safety of employees at each location and to promote an orderly and phased return for employees who have been working from home.

Related Person Transactions and Other Information

Transactions with Related Persons

In 2021, there were no transactions and there are no currently proposed transactions in excess of $120,000 in which the Company was or will be a participant and in which any director or executive officer of the Company, any known 5% or greater shareholder of the Company or any immediate family member of any of the foregoing persons, had or will have a direct or indirect material interest as defined in Item 404(a) of Regulation S-K.

Related Person Transactions Policy

In accordance with SEC and NYSE rules, our Board has adopted a written policy for the review and the approval of related person transactions. This policy is available through the Investor-Leadership & Governance-Governance link on our website, www.iff.com. Under the policy, a “related person” is specifically defined as an executive officer, a director, a director nominee, a beneficial owner of more than 5% of any class of voting securities, an immediate family member of any of the foregoing, or a controlled entity, which is defined as an entity owned or controlled by any of the foregoing or in which any such person serves as an officer or partner, or together with all of the foregoing persons, owns 5% or more equity interests. The policy defines a “related person transaction” as a transaction or series of transactions involving a related person and the Company, excluding employment arrangements involving an executive officer or other senior officer or employee of the Company and director compensation arrangements. The

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 CORPORATE GOVERNANCE 

policy requires that any such transaction be approved or ratified by the Nominating and Governance Committee. If accounting issues are involved in the transaction, the Nominating and Governance Committee will consult with the Audit Committee if deemed appropriate.

Pursuant to the policy, the Nominating and Governance Committee is required to conduct a reasonable prior review of related person transactions required to be disclosed under Item 404(a) of Regulation S-K. The Nominating and Governance Committee can approve or ratify such transactions and must determine that such transactions are being entered into in good faith and on fair and reasonable terms which are in the best interest of our Company and our shareholders. In determining whether to approve or ratify a transaction, the Nominating and Governance Committee considers the following factors, to the extent relevant:

No related person may participate in the review of a transaction in which he or she may have an interest. In addition, except for non-discretionary contributions made pursuant to our matching contributions program, a charitable contribution by our Company to an organization in which a related person is known to be an officer, director or trustee, is subject to approval by the Nominating and Governance Committee. In 2021, there were no related person transactions presented under the policy.

Share Retention Policy

We encourage our executives and directors to own our common stock so that they share the same long-term investment risk as our shareholders. Our Share Retention Policy provides executives and directors flexibility in personal financial planning, yet requires them to maintain ongoing and substantial investment in our common stock. In 2021, the Human Capital and Compensation Committee reviewed our Share Retention Policy with input from management and FW Cook and did not make any substantive changes to the policy.

If an executive or director does not meet the targeted ownership level, the executive or director may not sell or transfer any 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. For executives, if their retention requirement is not met, the executive is required to retain a portion of any shares of common stock acquired as a result of exercising any stock settled appreciation right (“SSAR”) or as a result of the vesting of restricted stock or a restricted stock unit (“RSU”) (after payment of any taxes). Unexercised SSARs and unvested performance-based RSU awards do not count towards meeting the ownership guideline.

As of December 31, 2021, 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.”

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Equity Grant Policy

The Human Capital and 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 and 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 grant date for annual awards to all employees (other than awards under our Long Term Incentive Plan, “LTIP”) and for annual awards to our non-employee directors is the date of the Company’s annual meeting of shareholders. The grant date for awards under our LTIP is the date that the applicable metrics are approved, which typically occurs at the Committee’s regularly scheduled meeting in late February/early March. 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 grant price of equity awards (other than LTIP awards) is the closing price of our common stock on the NYSE on the date of the grant. The grant price for LTIP awards is the trailing twenty-day average closing price of our common stock on the NYSE as of the first trading day of the applicable LTIP performance.

Policy Regarding Derivatives, Short Sales, Hedging and Pledges

Under our insider trading policy, directors and all employees, including our named executive officers, are prohibited from entering into transactions designed to hedge against economic risks associated with an investment in our common stock. These individuals may not trade in derivatives in our securities (such as put and call options), effect “short sales” of our common stock, or enter into monetization transactions or similar arrangements (such as prepaid variable forwards, equity swaps, collars or exchange funds) relating to our securities. These individuals are also prohibited from holding shares of our common stock in margin accounts or pledging shares of our common stock as collateral for a loan.

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Director Compensation Program

Annual Director Cash and Equity Compensation

Under our non-employee director compensation program, for the service year from the 2021 Annual Meeting of Shareholders (the “2021 Annual Meeting”) to the 2022 Annual Meeting, each non-employee director received an annual retainer of $270,000, of which $112,500 was paid in cash and $157,500 was paid in RSUs issued under our 2021 Stock Award and Incentive Plan (“2021 SAIP”) on the date of the 2021 Annual Meeting. These RSUs vest one year from the grant date and are subject to accelerated vesting upon a change in control. The 1,089 RSUs granted to each director on the date of the 2021 Annual Meeting were calculated using the closing market price of our common stock on the grant date. Any director who is an employee of our Company does not receive any additional compensation for his or her service as a director. In addition to their 2021-2022 retainer for their board service, directors who joined the Board in February 2021 received a pro-rata grant on March 1, 2021 of 255 RSUs for their 2020-2021 board service year from February 1, 2021 to May 5, 2021, which vested on May 6, 2021.

Compensation for our Lead Director and Committee Chairs

For the service year from the 2021 Annual Meeting to the 2022 Annual Meeting, the Lead Director received an additional annual cash retainer of $30,000, the Chair of the Audit Committee received an additional annual cash retainer of $20,000, the Chair of the Human Capital and Compensation Committee received an additional annual cash retainer of $20,000, the Chair of the Nominating and Governance Committee received an additional annual cash retainer of $15,000 and the Chair of the Innovation and Sustainability Committee received an additional cash retainer of $15,000.

On December 28, 2021, the Compensation Committee approved an additional annual retainer for the Company’s non-executive Chair of $150,000 per service year, to be paid 40% in cash and 60% in RSUs, effective February 14, 2021.

Participation in our Deferred Compensation Plan

Non-employee directors are eligible to participate in our Deferred Compensation Plan (“DCP”). A non-employee director may defer all or a portion of his or her cash compensation as well as any RSUs granted to him or her, subject to tax law requirements. Additional details regarding our DCP may be found in this proxy statement under the heading “Executive Compensation—Non-Qualified Deferred Compensation.” Non-employee directors are not entitled to matching contributions or the 25% premium on deferrals into our common stock fund that are applicable to employees under the DCP.

Additional Benefits

We reimburse our non-employee directors for travel and lodging expenses incurred in connection with their attendance at Board and Committee meetings, our shareholder meetings and other Company-related activities. In addition, our current directors are eligible to participate in our Matching Gift Program. Under this program, we match, on a dollar for dollar basis, contributions made by directors to qualifying charitable organizations up to a maximum of $10,000 per person per year.

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 DIRECTORS’ COMPENSATION 

The following table details the compensation paid to or earned by our non-employee directors for the year ended December  31, 2021.

2021 Directors’ Compensation

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 DIRECTORS’ COMPENSATION 

The deferred shares, which are held under the DCP, result from deferral of vested equity grants, voluntary deferral of retainer fees or the crediting of additional share units as a result of reinvestment of dividend equivalents. Deferred shares will be settled by delivery of common stock upon the director’s separation from service on the Board, or as otherwise elected by the director. All of the deferred shares are included for each director in the Beneficial Ownership Table.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934 requires our directors, officers and beneficial owners of 10% or more of our common shares to file reports with the SEC. We assist our directors and officers by monitoring transactions and completing and filing these reports on their behalf. Based on our records and other information, we believe that all reports, except four, that were required to be filed under Section 16(a) during fiscal year ending December 31, 2021, were timely filed. A Form 3 filing for Glenn Richter and a Form 4 filing for each of John F. Ferraro, Dale F. Morrison and Glenn Richter, in each case relating to the acquisition of RSUs, were filed late due to delays in receiving codes and administrative filing system errors. Each of these Form 4s was filed promptly following the identification and resolution of the applicable error.

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Securities Ownership

Directors and Executive Officers

The following table sets forth certain information regarding the beneficial ownership of our common stock as of March 8, 2022, 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.

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 SECURITIES OWNERSHIP 

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 SECURITIES OWNERSHIP 

5% Shareholders

The following table sets forth information regarding each person known by us to be the beneficial owner of more than 5% of our outstanding common stock, as of March 8, 2022, based on a review of filings with the SEC. Unless otherwise indicated, beneficial ownership is direct.

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Proposal 2 Ratification of Independent Registered Public Accounting Firm

Selection of our Independent Registered Public Accounting Firm

The Audit Committee of our Board is directly responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm. To execute this responsibility, the Audit Committee engages in a comprehensive annual evaluation of the independent registered public accounting firm’s qualifications, performance and independence to determine whether the independent registered public accounting firm should be rotated, and considers the advisability and potential impact of selecting a different independent registered public accounting firm.

The Audit Committee has selected PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for 2022, and our Board has directed that our management submit that selection for ratification by our shareholders at the 2022 Annual Meeting. PwC has been retained as our external auditor continuously since 1957. In connection with the selection of PwC, the Audit Committee annually reviews and negotiates the terms of the engagement letter entered into with PwC. This letter sets forth important terms regarding the scope of the engagement, associated fees, payment terms, responsibilities of each party and the election of the parties to be subject to binding arbitration in the case of any dispute.

In accordance with SEC rules and PwC policies, audit partners are subject to rotation requirements to limit the number of consecutive years an individual partner may provide audit service to our Company. For lead and quality review audit partners, the maximum number of consecutive years of service in that capacity is five years. The process for selection of our lead audit partner pursuant to this rotation policy involves a meeting between the Chair of the Audit Committee and the candidate for the role, as well as discussion by the full Audit Committee and management.

The Audit Committee and the Board believe that the continued retention of PwC as our independent registered public accounting firm is in the best interest of the Company and our shareholders, and we are asking our shareholders to ratify the selection of PwC as our independent registered public accounting firm for 2022. Although ratification is not required by our By-Laws or otherwise, we are submitting the selection of PwC to our shareholders for ratification because we value our shareholders’ views on our Company’s independent registered public accounting firm and as a matter of good corporate governance. The Audit Committee will consider the outcome of our shareholders’ vote in connection with the Audit Committee’s selection of our independent registered public accounting firm in the next fiscal year, but is not bound by the shareholders’ vote. Even if the selection is ratified, the Audit Committee may, in its discretion, direct the appointment of a different independent registered public accounting firm at any time if it determines that a change would be in the best interests of our Company and our shareholders.

Representatives of PwC are expected to attend the 2022 Annual Meeting, where they will be available to respond to questions and, if they desire, to make a statement.

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 PROPOSAL 2 — RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 

Principal Accountant Fees and Services

The following table provides detail about fees for professional services rendered by PwC for the years ended December 31, 2021 and December 31, 2020.

Pre-Approval Policies and Procedures for Audit and Permitted Non-Audit Services

Consistent with requirements of the SEC and the Public Company Accounting Oversight Board (PCAOB) regarding auditor independence, the Audit Committee has responsibility for:

In recognition of this responsibility, the Audit Committee has established policies and procedures to pre-approve all audit and non-audit services to be provided by the independent registered public accounting firm to our Company by category, including audit-related services, tax services and other permitted non-audit services. Under the policy, the Audit Committee pre-approves all services obtained from our independent registered public accounting firm by category of service, including a review of specific services to be performed, fees expected to be incurred within each category of service and the potential impact of such services on auditor independence. The term of any pre-approval is for the financial year, unless the Audit Committee specifically provides for a different period in the pre-approval. If it becomes necessary to engage the independent registered public accounting firm for additional services not contemplated in the original pre-approval, the Audit Committee requires separate pre-approval before engaging the independent registered public accounting firm. To facilitate the process, the policy delegates pre-approval authority to the Audit Committee chairperson to pre-approve services up to $100,000, and the Audit Committee may also delegate authority to one or more of its members to

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 PROPOSAL 2 — RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 

pre-approve services. The Audit Committee member to whom such authority is delegated must report, for informational purposes, any pre-approval decisions to the Audit Committee at its next scheduled meeting.

All services rendered by PwC to our Company are permissible under applicable laws and regulations. During 2021, all services performed by PwC which were subject to the SEC’s pre-approval requirements were approved by the Audit Committee in accordance with the Audit Committee’s pre-approval policy in effect during 2021.

Audit Committee Report

The Audit Committee (“we” “us” or the “Committee”) operates in accordance with a written charter, which was adopted by the Board. A copy of that charter is available through the Investor—Leadership & Governance—Governance link on the Company’s website at www.iff.com. The Committee is composed of four directors whom the Board has determined are “independent,” as required by the applicable listing standards of the NYSE and the rules of the SEC, and a majority of whom qualify as “audit committee financial experts” as defined by the rules of the SEC.

Management has the primary responsibility for the financial statements and the reporting process, including internal control over financial reporting and disclosure controls and procedures designed to ensure compliance with accounting standards and applicable laws and regulations. The Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP (“PwC”), is responsible for performing an integrated audit of the Company’s financial statements and internal control over financial reporting in accordance with the auditing standards of the Public Company Accounting Oversight Board (“PCAOB”).

The Committee oversees the Company’s financial reporting process and internal control structure on behalf of the Board. We met eight times during 2021, including meeting regularly with PwC and the Company’s internal auditor, both privately and with management present. For 2021, we have reviewed and discussed the Company’s audited financial statements with management. We have reviewed and discussed with management its process for preparing its report on its assessment of the Company’s internal control over financial reporting, and at regular intervals we received updates on the status of this process and actions taken by management to respond to issues and deficiencies identified. We discussed with PwC its audit of the financial statements and of the Company’s internal control over financial reporting. We discussed with PwC and the Company’s internal auditor the overall scope and plans for their respective audits.

We have discussed with PwC the matters required to be discussed by the applicable requirements of the PCAOB and the SEC. We also received the written disclosures and the letter from PwC as required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence, and discussed with PwC its independence. We concluded that PwC’s independence was not adversely affected by the non-audit services provided by PwC, the majority of which consisted of audit-related, tax compliance and other tax services arising from our acquisition of Frutarom.

Based on the reviews and discussions referred to above, we recommended to the Board (and the Board subsequently approved our recommendation) that the audited financial statements be included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the SEC on February 28, 2022.

In determining whether to retain PwC as the Company’s independent registered public accounting firm for the 2022 fiscal year, we took into consideration a number of factors, including:

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 PROPOSAL 2 — RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 

Based on this evaluation, we believe that it is in the best interests of the Company and its shareholders to retain PwC as the Company’s independent registered public accounting firm for 2022, which the shareholders will be asked to ratify at the 2022 Annual Meeting of Shareholders.

Audit Committee

John F. Ferraro (Chair)

Barry A. Bruno

Carol Anthony (John) Davidson