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Proxy Statement and Notice of 2019 Annual Meeting of Shareholders Notice of 2019 Annual Meeting of Shareholders

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Proxy Statement and Notice of 2019 Annual Meeting of Shareholders Notice of 2019 Annual Meeting of Shareholders Proxy Statement and Notice of 2019 Annual Meeting of Shareholders Notice of 2019 Annual Meeting of Shareholders Date and Time Live Audio Webcast Wednesday, May 1, 2019 A live audio webcast of our 2019 Annual Meeting will be 10:00 a.m. Eastern Daylight Time available on our website, www.iff.com, starting at 10:00 a.m. Eastern Daylight Time and a replay will also be Place available on our website. Boston Consulting Group 10 Hudson Yards, 45th Floor Proxy Voting New York, New York 10001 It is important that your shares be represented at the 2019 Annual Meeting, regardless of the number of Items to be Voted On shares you may hold. Whether or not you plan to attend, 1. please vote using the Internet, by telephone or by mail, Elect eleven members of the Board of Directors for in each case by following the instructions in our proxy a one-year term expiring at the 2020 Annual statement. Doing so will not prevent you from voting Meeting of Shareholders. your shares in person if you are present. 2. Ratify the selection of PricewaterhouseCoopers Advance Voting Methods LLP as our independent registered public accounting firm for the 2019 fiscal year. Telephone 3. Approve, on an advisory basis, the compensation of our named executive officers in 2018. 4. Transact such other business as may properly Internet come before the 2019 Annual Meeting and any adjournment or postponement of the 2019 Annual Meeting. Mail Record Date Important Notice Regarding the Availability of Only shareholders of record as of the close of business Proxy Materials for the Annual Meeting of on March 6, 2019 may vote at the 2019 Annual Meeting. Shareholders to be held on May 1, 2019: Sincerely, Our Notice, Proxy Statement and 2018 Annual Report are available at www.proxyvote.com. We are making the Proxy Statement and the form of proxy first available on or about March 18, 2019. Andreas Fibig Chairman and Chief Executive Officer March 18, 2019 521 W. 57th Street New York, NY 10019 PROXY STATEMENT SUMMARY We provide below highlights of certain Proxy Statement information in this Proxy Statement. As it is only a summary, please refer to the complete Proxy Statement and 2018 Annual Report before Summary you vote. 2018 Highlights We Solidified our Position as a Global Leader in Taste, Scent and Nutrition 2018 was a transformative year for us. We completed our acquisition of Frutarom, creating a global leader in taste, scent and nutrition. Through our acquisition, we significantly increased our product portfolio, including new access to attractive adjacencies, and expanded our customer base to include a significant number of faster-growing small and mid-size customers. We expect that our combined cultures of innovation and partnership will allow us to further capitalize on this expansion and continue to offer our customers innovative and differentiated products. Because our product offerings now extend beyond our legacy Flavors and Fragrances businesses, we have renamed our business units from Flavors to Taste and from Fragrances to Scent, and added Frutarom as a third business unit. In 2018, we made notable progress in both our strategic goals and financial performance, and achieved currency neutral growth in all of our key metrics. Our financial results in 2018 reflected continued strong results in our legacy business and the addition of Frutarom results in the fourth quarter. 2018 Results Net Sales $4.0 B Operating Profit $584 M Adjusted Operating Profit* $677 M Diluted EPS $3.79 Adjusted Diluted EPS* $5.58 Adjusted Diluted EPS ex Amortization* $6.28 * See reconciliation of GAAP to Non-GAAP financial measures in Exhibit A to this Proxy Statement. In 2018, our cash returned to shareholders, made largely through dividends and, to a lesser extent share repurchases, totaled $245 million and we increased our quarterly dividend by 6%. In addition to successfully completing the Frutarom acquisition, we continued to execute on our strategic priorities in 2018, including the following achievements: ➢ Established our 2025 sustainability goals which focuses on Emission Reductions, Zero Waste to Landfill and Water Stewardship; ➢ Cosmetic Active Ingredients continued to grow double-digits; ➢ TastepointSM in North America continued to grow double-digits; and ➢ Opened two new facilities in China, a flavors manufacturing facility and a natural product research lab, supporting our efforts to become a partner of choice and to grow in the region IFF | 2019 PROXY STATEMENT i PROXY STATEMENT SUMMARY Our Corporate Governance Policies Reflect Best Practices ➢ All Directors other than our CEO are ➢ No Exclusive Forum or Fee-Shifting Provisions Independent ➢ No Limitation on Shareholder Litigation Rights ➢ Long Standing Commitment to Sustainability ➢ Proxy Access By-Law Provisions ➢ Annual Election of Directors ➢ Prohibit Short Sales or Hedging of our Stock By ➢ Majority Voting and Director Resignation our Employees, Officers and Directors Policy ➢ Executives and Directors are Subject to ➢ Diverse Board Brings Balance of Skills, Rigorous Stock Retention Guidelines Professional Experience and Perspectives ➢ Extensive Executive Clawback Policy ➢ Annual Board and Committee Assessments ➢ Independent Lead Director Facilitates and ➢ Formal Board and Executive Succession Strengthens the Board’s Independent Oversight Planning ➢ No Shareholder Rights Plan (“Poison Pill”) ii IFF | 2019 PROXY STATEMENT PROXY STATEMENT SUMMARY Proposals and Board Recommendations The Board recommends a vote FOR the election of all Proposal 1 Director Nominees Election of 11 Our Nominating and Governance Committee and our Board have Director Nominees 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. Director Nominees Committee Membership Name and Primary Occupation Joined Age Indep. Audit Comp. Nom.& Gov. Marcello V. Bottoli 2007 57 Partner, Es Vedra Capital Advisors LLP • Dr. Linda Buck Full Member, Fred Hutchinson Cancer 2007 72 •• Research Center Michael L. Ducker 2014 65 Former President and CEO, FedEx Freight •• David R. Epstein 2016 57 Executive Partner, Flagship Pioneering •• Roger W. Ferguson, Jr. 2010 67 President and CEO, TIAA • John F. Ferraro 2015 63 Former Global COO, Ernst & Young • Andreas Fibig 2011 57 Chairman and CEO, IFF Christina Gold 2013 71 Former CEO, The Western Union Company •• Katherine M. Hudson 2008 72 Former CEO, Brady Corporation •• Dale F. Morrison (Lead Director) 2011 70 Founding Partner of Twin Ridge Capital Management • •• Stephen Williamson Senior Vice President and CFO, Thermo Fisher 2017 52 • Scientific Committee Chair Financial Expert Skills and Qualifications International and Emerging Markets Financial and Accounting Our Board continuously Risk and Crisis Management evaluates desired attributes in M&A light of the Company’s strategy Operations Consumer Products and needs. Key skills, qualifications and experience R&D / Innovation Technology / IT currently maintained on the Corporate Governance Board include: Regulatory Sustainability IFF | 2019 PROXY STATEMENT iii PROXY STATEMENT SUMMARY Proposal 2 The Board recommends a vote FOR this proposal Ratify the selection of Our Board recommends that shareholders vote “FOR” the PricewaterhouseCoopers ratification of the selection of PricewaterhouseCoopers LLP as LLP as our independent our independent registered public accounting firm for the 2019 registered public accounting fiscal year. firm for the 2019 fiscal year See “Proposal 2 — Ratification of Independent Registered Public Accounting Firm” beginning on page 35 of this Proxy Statement. Proposal 3 The Board recommends a vote FOR this proposal Approve, on an advisory Our Board recommends a vote “FOR” the advisory vote to basis, the compensation of approve executive compensation for the 2018 performance year. our named executive officers in 2018 See “Proposal 3 — Advisory Vote on Executive Compensation” on page 62 of this Proxy Statement and “Compensation Discussion and Analysis” beginning on page 39 of this Proxy Statement. Compensation Governance Our pay-for-performance compensation program is reflected in the strong compensation governance that we have adopted. Significant portion of NEO compensation in the form of at-risk variable compensation Variable compensation based on multiple performance metrics to encourage balanced incentives Appropriate mix of fixed and variable compensation to reward company, business unit and individual performance What We Do Majority of variable compensation awarded as equity-based awards Executive clawback policies to recoup cash and equity compensation upon certain triggering events Executives required to meet share retention guidelines Independent compensation consultant Annual risk assessment of compensation programs No tax gross-ups on severance payments No single-trigger vesting of cash or equity-based awards upon change in control No short-sales, hedging or pledging of our stock by our employees, What We Don’t Do officers or directors No fixed-duration employment agreements with executive officers No stock option/SAR repricing or exchange of underwater options or SARs for cash without shareholder approval No guaranteed pay increases or equity awards for NEOs iv IFF | 2019 PROXY STATEMENT PROXY STATEMENT SUMMARY TABLE OF CONTENTS Proxy Statement Summary ........... i Proposal 3 — Advisory Vote on Executive Compensation ............. 60 Proposal 1 — Election of Directors
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