INTERNATIONAL FLAVORS & FRAGRANCES INC

DEF 14A 1 ny20015032x1_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

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521 West 57 th Street

New York, NY 10019

March 21, 2024

DEAR FELLOW SHAREHOLDER:

In a year defined by global complexity and macroeconomic uncertainty, IFFers demonstrated remarkable creativity and resilience, finding new ways to innovate for our global customers and deliver exceptional experiences for end consumers. Amid a challenging and unpredictable operating environment, our performance reflects the execution of our strategic priorities, including our renewed focus on commercial success and operating efficiency.

Through a robust effort from our teams worldwide and a shared commitment to putting the customer at the center of all we do, IFF continued to strengthen our commercial execution and its journey to become a more nimble and efficient organization. Our global teams made progress against these strategic priorities and continue to be laser-focused on building executional excellence as we foster a culture that encourages creativity, experimentation and continuous improvement.

Portfolio Optimization

At the same time, IFF took decisive action to ensure our portfolio best positions the company for long-term growth, improves our capital structure and allows for greater investment in high-return businesses. By focusing on areas where IFF can maximize long-term value, we are dedicating resources and attention to our most synergistic business segments. In line with our portfolio optimization strategy, IFF completed the sales of our Savory Solutions and Flavor Specialty Ingredients businesses and our interest in Sonarome in 2023, and expects to complete the sale of our Cosmetics Ingredients business in early 2024. IFF will continue to work diligently to execute other portfolio efforts during the remainder of 2024. As a core part of our strategy, IFF will continue to execute additional portfolio optimization opportunities.

IFF also undertook significant steps to strengthen our corporate governance, ensuring we have the expertise needed to oversee our growth and transformation strategy. In the ongoing evolution of our Board of Directors, IFF added experienced corporate executives Mark J. Costa, Dawn C. Willoughby, Kevin O’Byrne and Gary Hu as board members.

ESG Efforts

Successfully delivering on our purpose to create a better world through science and creativity and drive long-term shareholder value requires meaningful action against our ESG+ goals across the company. In the past year, IFF has strengthened our role as a steward for the planet, and we remain on track to cut our 2021 GHG emissions in half by 2030. In line with our goal for all new innovations to have a sustainability value proposition, IFF completed the first full set of sustainability assessments using our proprietary methodology and scoring tool in 2023, with more than 90% of new projects deemed as having a sustainable value proposition that supports people and planet.

Our ESG+ efforts were recognized again by reputable third-party organizations, including the Dow Jones Sustainability Indices, which ranked IFF as the singular company in our industry included in this benchmark. For the eighth consecutive year, IFF was named to the CDP Climate A List and recertified in the EDGE Move rankings as well as the Bloomberg Gender-Equality Index. IFF continued expanding our ESG+ efforts to customers by providing detailed carbon, water and land footprint data for a range of our products.

We have also focused our internal equity efforts on further minimizing the gender pay gap, applying ESG metrics to our annual bonus structure, and reaffirming our commitments to the UN Global Compact and the goals agreed to at the Paris Climate Summit.

Throughout this pivotal year, the IFF team established a stronger foundation—taking decisive action to promote long-term profitable growth, while ensuring we deliver for our people, customers and communities. IFF’s goal is to support our businesses with the most competitive costs and streamline complexity as we profitably win with our customers.

IFF is an iconic business built upon a legacy of incredible innovation and backed by world-class teams across the globe. As a global leader in high-value ingredients and solutions for attractive consumer end markets, IFF continues to advance our vision for people and the planet. This unifying commitment to apply science and creativity for a better world will continue to guide IFF through our next chapter.

While the global economic landscape is uncertain, IFF will remain focused on execution. We have work to do to achieve our vision, but I am confident that we are well-positioned to build on IFF’s strong progress in 2023 and create enduring value for all our stakeholders in 2024 and beyond.

Sincerely,

Roger W. Ferguson, Jr.

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 28, 2024 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 2024 Annual Meeting of Shareholders

Date and Time

May 1, 2024

10 a.m. Eastern Daylight Time

Place

Meeting live via the Internet. Please visit:

www.virtualshareholdermeeting.com/IFF2024*

Items to be Voted On

Record Date

Only shareholders of record as of the close of business on March 6, 2024 may vote at the 2024 Annual Meeting.

Sincerely,

J. Erik Fyrwald

Chief Executive Officer and Director

March 21, 2024

521 West 57 th Street

New York, NY 10019

2023 Highlights

Our Corporate Governance Policies Reflect Best Practices

Proposals and Board Recommendations

Director Nominees

Skills and Qualifications

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

Compensation Governance

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