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

PROXY STATEMENT SUMMARY

2022 Highlights

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

Our Corporate Governance Policies Reflect Best Practices

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.

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PROXY STATEMENT SUMMARY

Proposals and Board Recommendations

Proposal 1   Election of 11 Director Nominees						The Board recommends a vote FOR the election of all Director Nominees   Our Governance & Corporate Responsibility 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

Human Capital & Comp.

Gov. & Corp. Resp.

Innovation

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

2021

64

●

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

2022

51

●

●

Frank K. Clyburn, Jr.         Chief Executive Officer, IFF

2022

58

●

Mark J. Costa            Chairman and Chief Executive Officer, Eastman Chemical Company

2023

57

●

●

●

Carol Anthony (John) Davidson     Former Senior Vice President, Controller & Chief Accounting Officer, Tyco International Ltd.

2021

67

●

●

Roger W. Ferguson, Jr.        Incoming Non-executive Chair of the Board, IFF Former President and CEO, TIAA

2010

71

●

●

John F. Ferraro             Former Global Chief Operations Officer, Ernst & Young

2015

67

●

Christina Gold            Former Chief Executive Officer, The Western Union Company

2013

75

●

●

Gary Hu                Portfolio Manager, Icahn Capital LP

2023

35

●

●

Kevin O'Byrne             Former Chief Financial Officer and Director, J Sainsbury Plc.

2023

58

●

●

●

Dawn C. Willoughby          Former Executive Vice President and Chief Operating Officer, The Clorox Company

2023

53

●

●

●

= 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 2023 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 2023 fiscal year.
				See "Proposal 2 — Ratification of Independent Registered Public Accounting Firm" beginning on page 40 of this Proxy Statement.

Proposal 3   Approve, on an advisory basis, the compensation of our named executive officers in 2022				The Board recommends a vote FOR this proposal   Our Board recommends a vote "FOR" the advisory vote to approve executive compensation for the 2022 performance year.
				See "Proposal 3 — Advisory Vote on Executive Compensation" on page 69 of this Proxy Statement and "Compensation Discussion and Analysis" beginning on page 44 of this Proxy Statement.

Proposal 4   Vote, on an advisory basis, on the frequency of votes on executive compensation				The Board recommends a vote for the option of every one year for this proposal   Our Board recommends a vote for the option of every one year for the advisory vote on the frequency of votes on executive compensation.
				See "Proposal 4 — Advisory Vote on the Frequency of Votes on Executive Compensation" on page 70 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 Board

Upon the recommendation of the Governance & Corporate Responsibility Committee, our Board of Directors ("Board") has nominated the eleven directors, as shown below, for election at the 2023 Annual Meeting, each for a one-year term that expires at the 2024 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 2023 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 Governance & Corporate Responsibility Committee, together with the other Board members, from time to time, as appropriate, identifies 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 Governance & Corporate Responsibility 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 Governance & Corporate Responsibility Committee. In identifying candidates, the Governance & Corporate Responsibility 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 are identified. The Governance & Corporate Responsibility Committee may also engage a search firm to assist it in identifying potential candidates. Members of the Governance & Corporate Responsibility 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 Governance & Corporate Responsibility Committee to the Board. Our Governance & Corporate Responsibility Committee evaluates the suitability of potential candidates recommended by shareholders in the same manner as other candidates recommended to the Governance & Corporate Responsibility 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

Our Board has focused on Board refreshment and succession efforts over the past several years, culminating in a balanced slate of nominees, including eight directors who have been added to the Board within the last three years. Each of these new directors adds significant experience and expertise to our Board, complementing and supplementing the experience, diversity and skills of our Board as a whole.

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 PROPOSAL 1 — ELECTION OF DIRECTORS 

In the context of on-going discussions related to Board 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, including Michael L. Ducker, Ilene Gordon, Kåre Schultz, Stephen Williamson, Matthias Heinzel, Edward D. Breen and Dale F. Morrison. In addition, the Company has made four new appointments to the Board, including Mark J. Costa, Dawn C. Willoughby, Gary Hu and Kevin O’Byrne. The Board believes that these refreshment activities help ensure the Company has the optimal support and oversight to advance its growth and transformation strategy.

Effective at the 2023 Annual Meeting, Mr. Dale F. Morrison has resigned as director and non-Executive Chair of the Board ("Chair"). The Board has appointed Mr. Roger W. Ferguson, Jr. to serve as Chair, subject to his re-election to the Board at the 2023 Annual Meeting, and he will serve in this role until such time as a new Chair is appointed by the Board.

On February 1, 2023, 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 appoint Mr. Gary Hu (the "Icahn Designee") to the Board to fill a vacancy, effective February 1, 2023. In addition, the Company agreed to include Mr. Hu and Mr. Barry A. Bruno (the "Independent Director" and each, a "Subject Director") as part of the Company's slate of nominees for election to the Board at the 2023 Annual Meeting.

In connection with his appointment to the Board, the Board determined that Mr. Hu 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 a Subject Director 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 2023 Annual Meeting, following which the Icahn Group's replacement rights shall terminate), then (i) in the case of the Icahn Designee, a replacement designated by the Icahn Group who is reasonably acceptable to the Board shall be added to the Board or as a nominee on the slate of nominees for election to the Board at the 2023 Annual Meeting, as applicable, and (ii) in the case of the Independent Director, 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 2023 Annual Meeting, as applicable.

So long as Mr. Hu 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 of which Mr. Hu 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 later of (x) 35 calendar days before the advance notice deadline set forth in the By-Laws of the Company for the Company's 2024 annual meeting of stockholders and (y) the first day on which the Icahn Designee is not a member of the Board.

Diversity and Tenure

Diversity is one of the factors that the Governance & Corporate Responsibility 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.

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 PROPOSAL 1 — ELECTION OF DIRECTORS 

We Strive for a Balanced and Diverse Board

Shareholder Nominations and Proxy Access

On December 13, 2022, the Board approved and adopted new Amended and Restated By-laws to, among other things, align our by-laws with the universal proxy rules adopted by the SEC.

Under our Amended and Restated By-Laws, if a shareholder wishes to submit a director candidate for consideration by the Governance & Corporate Responsibility 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 Governance & Corporate Responsibility Committee may also request any additional background or other information from any director candidate or recommending shareholder as it may deem appropriate. In addition, to comply with the universal proxy rules, the shareholder's notice of a director nomination received no later than February 3, 2024 must include any additional information required by Rule 14a-19 under the Exchange Act, and the shareholder must comply with the other requirements set forth under Rule 14a-19. The director candidate may also be required to submit to interviews with the Board of Directors or any committee thereof. 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 Governance & Corporate Responsibility 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 Governance & Corporate Responsibility Committee if, during his or her tenure as a director, such director:

so that the Governance & Corporate Responsibility 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 

Barry A. Bruno

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 PROPOSAL 1 — ELECTION OF DIRECTORS

Frank K. Clyburn, Jr.

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 PROPOSAL 1 — ELECTION OF DIRECTORS 

Mark J. Costa

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 PROPOSAL 1 — ELECTION OF DIRECTORS

Carol Anthony (John) Davidson

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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

Gary Hu

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 PROPOSAL 1 — ELECTION OF DIRECTORS 

Kevin O'Byrne

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 PROPOSAL 1 — ELECTION OF DIRECTORS

Dawn C. Willoughby

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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 ensures our interests remain well-aligned with those of our shareholders. During 2022, 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:

The Governance & Corporate Responsibility 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.

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  CORPORATE GOVERNANCE

Environmental, Social and Governance Initiatives

We continue to make significant progress in incorporating Environmental, Social and Governance ("ESG") topics into a combined program. In 2022, a portion of annual incentive compensation was tied to our achievement of key ESG priorities. Our 2030 'Do More Good Plan' ("the Plan") aligns with IFF's purpose of applying science and creativity for a better world. The Plan includes four key focus areas:

Environmental: Climate & Planetary Health

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: Equity and Wellbeing

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 continues 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, our U.S. demographic representation data, or EEO-1 information is available on our website, 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: Transparency & Accountability

Continuing our commitment to good governance which starts with our Board and Executive Leadership Team and is supported by a strong governance framework, including having a robust program to promote 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 has launched ESG metrics tied to executive compensation, while expanding oversight for ESG at the Board of Directors level.

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 2022, our Company continued to achieve notable recognitions in these areas. We qualified as a constituent of the Dow Jones Sustainability Indices for the third 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 2022 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 2022 Best Place to Work for LGBTQ Equality and named among the 2022 Best Places to Work for Disability Inclusion by Disability:IN, for the fourth and third consecutive years, respectively. In 2022, we were named to the CDP "A List" for corporate transparency and action on climate change for the eighth

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 CORPORATE GOVERNANCE 

consecutive year, and we also maintained a leadership position on CDP's lists for water security and forests. We were also awarded the 2022 EcoVadis Platinum sustainability rating for the second time, placing IFF among the top 1% of companies assessed. IFF continues to be listed in the FTSE4Good Index series as well as in the Euronext Vigeo World 120 Index for ESG performance.

In addition, in 2022 IFF further aligned with the recommendations of the Task Force on Climate-Related Financial Disclosures (TCFD) by initiating the first phase of a climate scenario analysis to understand and quantify the potential risks and opportunities related to climate change. For more detailed information about our ESG programs and performance, please refer to our annual ESG report.

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 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

On February 1, 2023, the Company announced that Mr. Morrison, who became Chair on February 14, 2022, has tendered his resignation as a director and Chair of the Board, effective at the 2023 Annual Meeting. In connection with Mr. Morrison's resignation, the Company appointed Mr. Ferguson as Chair of the Board, subject to his re-election to the Board at the 2023 Annual Meeting, and he will serve as Chair effective until such time as a new Chair is appointed by the Board.

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 CORPORATE GOVERNANCE 

The Board believes separating the roles of Chair and CEO allows our CEO to focus on developing and implementing the Company's strategic business plans and managing the Company's day-to-day business operations and allows our Chair to lead the Board in its oversight and advisory roles. Our Chair is elected by the Board. Because of the many responsibilities of the Board and the significant amount of time and effort required by each of the Chair and the CEO to perform their respective duties, the Company believes that having separate persons in these roles enhances the ability of each to discharge those duties effectively and, as a corollary, enhances the Company's prospects for success. The duties of the Non-Executive Chair provided in the Corporate Governance Guidelines are highlighted below:

Board Committees

Our Board has an Audit Committee, a Human Capital & Compensation Committee, a Governance & Corporate Responsibility Committee and an Innovation 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 & Compensation Committee, Governance & Corporate Responsibility Committee and Innovation Committee reviewed its charter, and amended it where appropriate in 2022. 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 & Compensation Committee Governance & Corporate Responsibility Committee, and Innovation 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 membership and chair for each of our Committees as of December 2022.

Name		Audit		Human Capital & Compensation		Governance & Corporate Responsibility		Innovation
Kathryn J. Boor
Edward D. Breen								●
Barry A. Bruno		●
Frank K. Clyburn, Jr.								●
Carol Anthony (John) Davidson		●
Michael 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 10 meetings during 2022. The Audit Committee held six meetings, the Human Capital & Compensation Committee held eight meetings, the Governance & Corporate Responsibility Committee held six meetings and the Innovation Committee held five meetings during 2022. All incumbent directors attended at least 75% of the total Board and Committee meetings over periods in which he or she served during 2022. All of our director nominees 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 & Compensation Committee

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 CORPORATE GOVERNANCE 

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 CORPORATE GOVERNANCE 

Governance & Corporate Responsibility Committee

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 CORPORATE GOVERNANCE 

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 CORPORATE GOVERNANCE 

Innovation Committee

Board and Committee Assessment Process

Each year, the Governance & Corporate Responsibility 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 Chair of the Governance & Corporate Responsibility Committee interviews each director to obtain his or her assessment of the effectiveness of the Board and its committees. The Chair of the Governance & Corporate Responsibility 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 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 & 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 & Compensation Committee may determine. In addition, the Governance & Corporate Responsibility 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.

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 CORPORATE GOVERNANCE 

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, Governance & Corporate Responsibility, Human Capital & Compensation, and Innovation 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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 CORPORATE GOVERNANCE 

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, cybersecurity and sustainability risks.

Compensation Risks

In the fourth quarter of 2022, the Human Capital & 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 incentive performance goals or the administration of the programs posed any material risks to our Company. In addition, with the input from our EVP, Chief Human Resources and DE&I Officer, the Human Capital & Compensation Committee reviewed compensation programs and policies below the executive level in a Company-wide risk assessment. The Human Capital & Compensation Committee shared the results of this review with our full Board.

The Human Capital & 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 2022, including the established performance goals and incentive plan structures, did not result in excessive risk taking, 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.

Human Capital Management

Our business is built on our talented employees. At December 31, 2022, we had approximately 24,600 employees worldwide, of whom approximately 5,500 are employed in the United States. Our workforce plans and talent management programs support our employees to best deliver the business strategy and ensure their development and engagement.

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. Our robust culture ambassador programs continue to engage a broad portion of the IFF community in building common identity and shared purpose and strengthen engagement and motivation by providing programming on IFF values and providing recognition of individuals who exemplify them.

Leadership and Development

Our leadership development efforts empower employees to become forward-looking, inspiring and capable decision-makers, agents of change and great leaders. A full portfolio of proprietary leadership development programs and an overarching talent management system is in place to support growth of

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 CORPORATE GOVERNANCE 

leaders and at all levels. 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. In 2022, the IFF DE&I program continued to grow in reach and impact. We continued our commitment of gender equality using the Economic Dividends for Gender Equity Methodological Framework, a leading global gender equity benchmark and certification. IFF was the first company ever to retain a global "Move" rating from the Edge Certified Foundation, this time across the harmonized company and 27 countries up from 22 countries. IFF also achieved an Edge Plus rating for intersectionality inclusion. IFF was also listed as a "Best Place to Work for Disability Inclusion" for the second consecutive year with a 100% score. The AccessAbilities colleague community continued to push forward awareness and inclusive behaviors for persons 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 2022, our employee resource groups known as "colleague communities" continued to thrive and mature. Our communities; Women@IFF, Prisma, Black Excellence, IFF Unidos, ACE, AccessAbilities, NextGen@IFF and SERVE (which supports veteran and first responder issues), hosted several events throughout the year and continued to expand their footprint around the globe through chapter development & new members. In 2022, our second annual Global Inclusion Week delivered over 5,000 hours of training, further advancing our journey towards 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, our U.S. demographic representation data, or EEO-1 information is available on our website, 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 improve the safety of work sites. Our safety management system is based on U.S. Occupational Safety and Health Administration ("OSHA") standards, which apply to all of our sites in conjunction with any local regulations. 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 based on IFF policies and local requirements and (c) safety culture characterized by awareness and communication. In response to the novel coronavirus ("COVID-19") pandemic, and while following the requirements of local authorities, we have developed return-to-workplace protocols and mandatory site guidelines to continue to protect the health and safety of employees at each location.

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 CORPORATE GOVERNANCE 

Related Person Transactions and Other Information

Transactions with Related Persons

In 2022, 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 policy requires that any such transaction be approved or ratified by the Governance & Corporate Responsibility Committee. If accounting issues are involved in the transaction, the Governance & Corporate Responsibility Committee will consult with the Audit Committee if deemed appropriate.

Pursuant to the policy, the Governance & Corporate Responsibility 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 Governance & Corporate Responsibility 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 Governance & Corporate Responsibility 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 Governance & Corporate Responsibility Committee. In 2022, there were no related person transactions presented under the policy.

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 CORPORATE GOVERNANCE 

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 requires executives and directors to maintain an ongoing and substantial investment in our common stock, yet provides flexibility in personal financial planning. In 2022, the Human Capital & Compensation Committee reviewed our Share Retention Policy with input from FW Cook and did not make any substantive changes to the policy for executive officers or directors. The retainer multiples and retention percent are shown below:

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 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 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, unvested performance-based RSU awards and unvested RSU awards do not count towards meeting the ownership guideline.

As of December 31, 2022, 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."

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 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.

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 CORPORATE GOVERNANCE 

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 2022 Annual Meeting of Shareholders (the "2022 Annual Meeting") to the 2023 Annual Meeting, each non-employee director received an annual retainer of $270,000, of which $112,500 was paid in cash in November and $157,500 was paid in RSUs issued under our 2021 Stock Award and Incentive Plan ("2021 SAIP") on the date of the 2022 Annual Meeting. These RSUs vest one year from the grant date and are subject to accelerated vesting upon a change in control. The 1,245 RSUs granted to each director on the date of the 2022 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 2022-2023 retainer for their board service, directors who joined the Board in February 2022 received a pro-rata grant on March 1, 2022 of 289 RSUs for their 2021-2022 board service year from February 8, 2022 to May 4, 2022, which vested on May 5, 2022.

Compensation for our Non-Executive Chair and Committee Chairs

For the service year from the 2022 Annual Meeting to the 2023 Annual Meeting, the Non-Executive Chair received an additional retainer of $150,000, of which $60,000 (40%) was paid in cash and $90,000 (60%) was paid in RSUs, the Chair of the Audit Committee received an additional annual cash retainer of $20,000, the Chair of the Human Capital & Compensation Committee received an additional annual cash retainer of $20,000, the Chair of the Governance & Corporate Responsibility Committee received an additional annual cash retainer of $15,000 and the Chair of the Innovation Committee received an additional cash retainer of $15,000.

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 were applicable to key employees under the DCP during 2022.

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 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, 2022.

2022 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 one, that were required to be filed under Section 16(a) during fiscal year ending December 31, 2022, were timely filed. A Form 4 filing for Nicolas Mirzayantz, relating to the disposition of Purchased Restricted Stock Units ("PRSUs") and RSUs, was filed late due to an administrative error. This Form 4 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, 2023, 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, 2023, based on a review of filings with the SEC. Unless otherwise indicated, beneficial ownership is direct.