INTERNATIONAL FLAVORS & FRAGRANCES INC
For the period ended Apr 29, 2026. Filed Mar 18, 2026.
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Apr 29, 2026 · Filed Mar 18, 2026
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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. )
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under § 240.14a-12 |
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International Flavors & Fragrances Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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International Flavors & Fragrances Inc.
521 West 57 th Street
New York, NY 10019
March 18, 2026
DEAR FELLOW SHAREHOLDER:
I am pleased to report that 2025 represented a year of continued progress for IFF, characterized by disciplined execution against clearly defined priorities. In a dynamic operating environment, management remained focused on advancing the Company’s strategic agenda, strengthening the balance sheet and delivering on its financial commitments.
During the year, we continued to enhance how the Company operates. The implementation of a business-led operating model has strengthened accountability, reinforced customer focus and improved the speed and quality of decision-making, with a clear emphasis on margin improvement, cash generation and execution consistency. Management delivered on full-year guidance across revenue and EBITDA, while reinvesting in the business through productivity initiatives and disciplined cost management.
The Company also took deliberate actions to strengthen its financial foundation and further focus the portfolio. We completed the divestitures of Pharma Solutions, Nitrocellulose and René Laurent businesses, and announced an agreement to sell the Soy Crush, Concentrates and Lecithin business. In addition, the Company commenced an evaluation of strategic alternatives for the Food Ingredients business as part of an ongoing effort to concentrate resources on core businesses with stronger growth and return characteristics. As a result of these actions, together with disciplined capital allocation, net debt to credit adjusted EBITDA was reduced to approximately 2.6x from 3.8x at the end of 2024.*
Consistent with the Company’s capital allocation framework – which prioritizes balance sheet strength, investment in the business and the return of excess capital to shareholders – the Board authorized a $500 million share repurchase program, reflecting improved financial flexibility and confidence in IFF’s long-term value creation.
During 2025, the Board continued its evolution to ensure it possesses the appropriate mix of skills, experience and independence to oversee the next phase of the Company’s transformation. The Board welcomed Virginia Drosos, Paul Fribourg, Richard Mulligan, Jesus Mantas and Brett Icahn, each of whom brings relevant leadership and industry expertise. I would also like to thank Margarita Paláu-Hernández and Vincent Intrieri for their dedication and service to the board prior to their departure in October. Additionally, I’d like to thank John Ferraro, Mark Costa and Kathryn Boor for their valued contributions, as they will not stand for re-election at the Annual Meeting.
As Chair, I remain firmly committed to high standards of governance and robust oversight of strategy, performance and risk. Since assuming this role at the 2025 Annual Shareholder Meeting, my focus has been on ensuring the Board maintains a strong alignment between strategy, execution, performance outcomes and shareholder interests.
Looking ahead, the Board and management remain focused on disciplined execution and accountability. With a more focused portfolio, a strengthened balance sheet and a clear capital allocation framework, the Company is entering the next phase of its transformation with well-defined priorities and a continued emphasis on delivering sustainable, long-term shareholder value.
In closing, I would like to thank our management team and our colleagues for your commitment every day to improving IFF, and our customers for the confidence and trust you place in us.
Finally, to you, our shareholders, thank you for your continued support and confidence.
Sincerely,
Kevin O’Byrne
Chair of the Board of Directors
| * | See reconciliation of GAAP to Non-GAAP financial measures in Exhibit A to this Proxy Statement. |
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Cautionary Statement Under the Private Securities Litigation Reform Act of 1995
This document includes “forward-looking statements” under the Federal Private Securities Litigation Reform Act of 1995. 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. Therefore, 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, 2026 and subsequent filings with the SEC. 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. This document also includes certain non-GAAP financial measures; reconciliations of these measures to the most directly comparable GAAP measures are provided in Exhibit A.
NOTICE OF
2026 ANNUAL MEETING OF SHAREHOLDERS
The Board of Directors (the “Board”) of International Flavors & Fragrances Inc. ( “IFF,” the “Company,” “we,” “us,” or “our”) has decided to hold the 2026 Annual Meeting of Shareholders (the “Annual Meeting of Shareholders” or the “2026 Annual Meeting”) exclusively online, via a live audio-only webcast, in order to continue to provide expanded access, improved communication, and cost savings for shareholders. Please be sure to have the 16-digit Control Number we have provided to you to join the meeting.
DATE AND TIME
Wednesday, April 29, 2026 I 10:00 A.M. Eastern Time
LIVE WEBCAST
www.virtualshareholdermeeting.com/IFF2026
The Annual Meeting of Shareholders of the Company will be held to address the following proposals:
| 1. | Elect ten members of the Board of Directors for a one-year term expiring at the 2027 Annual Meeting of Shareholders. |
| 2. | Ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the 2026 fiscal year. |
| 3. | Approve, on an advisory basis, the compensation of our named executive officers in 2025. |
Shareholders shall also transact such other business as may properly come before the 2026 Annual Meeting and any adjournment or postponement of the 2026 Annual Meeting.
Record Date: Shareholders of record at the close of business on March 3, 2026, are entitled to vote and participate in the 2026 Annual Meeting.
Sincerely,
Brynn Samson I SVP, Chief Compliance Officer and Corporate Secretary
March 18, 2026
Voting Methods:
| VIA THE INTERNET | BY MAIL | BY PHONE |
|---|---|---|
| Visit www.proxyvote.com and follow instructions. | Complete, sign, date, and return the enclosed proxy card. | 1-800-690-6903 I Have your proxy card in hand when you call and then follow the instructions. |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on April 29, 2026:
Our Notice & Proxy Statement and 2025 Annual Report are available at www.ProxyVote.com.
TO FACILITATE THE TIMELY RECEIPT OF YOUR PROXY, WE ENCOURAGE YOU TO VOTE BY PHONE OR INTERNET TODAY.
521 West 57th Street
New York, NY 10019
We provide below highlights of certain information in this Proxy Statement. As it is only a summary, please refer to the complete Proxy Statement and our Annual Report for Fiscal Year ended December 31, 2025 (“2025 Annual Report”) before you vote.
2025 Highlights
| 2025 Results | |
|---|---|
| Net Sales | $10.9 B |
| Operating Loss | $(382) M |
| Adjusted Operating EBITDA* | $2.1 B |
| Diluted EPS | $(1.41) |
| Adjusted Diluted EPS* | $2.52 |
| Adjusted Diluted EPS ex Amortization* | $4.20 |
| * | See reconciliation of GAAP to Non-GAAP financial measures in Exhibit A to this Proxy Statement. |
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Corporate Governance Highlights
Our commitment to good corporate governance is evidenced by the following best practices:
| OUR CORPORATE GOVERNANCE POLICIES REFLECT BEST PRACTICES | • All Directors other than our CEO are Independent |
| • Strong Pay-for-Performance Compensation Policies | |
| • Diverse Board Brings Balance of Skills, Professional Experience and Perspectives | |
| • Annual Election of All Directors | |
| • Non-Executive Chair of the Board Leads Board’s Independent Oversight | |
| • No Guaranteed Pay Increases or Equity Awards for Named Executive Officers (“NEOs”) | |
| • Annual Board and Committee Assessments | |
| • Formal Board and Executive Succession Planning | |
| • No Limitation on Shareholder Litigation Rights | |
| • No Exclusive Forum or Fee-Shifting Provisions | |
| • Majority Voting and Director Resignation Policy in Uncontested Elections | |
| • Proxy Access By-Law Provisions | |
| • Prohibition on Short Sales and Hedging of our Stock by our Employees, Officers and Directors | |
| • Executives and Directors are Subject to Rigorous Stock Retention Guidelines | |
| • Extensive Executive Clawback Policy | |
| • Long Standing Commitment to Sustainability as a Long-Term Value Driver | |
| • Shareholder Right to Call a Special Meeting |
| IFF | 2026 PROXY STATEMENT | i |
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Proposals and Board Recommendations
Proposal 1Election of 10Director 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.
Director Nominees
| Committee Membership* | |||||||
|---|---|---|---|---|---|---|---|
| Name and Primary Occupation | Joined | Age | Audit | Human Capital & Compensation | Governance & Corporate Responsibility | Innovation | Independent |
| Virginia C. Drosos Former Chief Executive Officer and Director Signet Jewelers Ltd. | 2025 | 63 | Chair | • | • | ||
| Paul J. Fribourg Chairman and Chief Executive Officer Continental Grain Company | 2025 | 72 | • | • | |||
| J. Erik FyrwaldChief Executive Officer IFF | 2024 | 66 | |||||
| Brett Icahn Investor and Portfolio Manager Icahn Capital | 2025 | 46 | • | • | |||
| Cynthia T. JamisonFormer Chief Financial Officer AquaSpy Inc. | 2025 | 66 | Chair | • | • | ||
| Mehmood KhanChief Executive Officer Hevolution Foundation | 2025 | 67 | • | Chair | • | ||
| Jesus B. Mantas Retired Senior Executive IBM | 2025 | 57 | • | • | • | • | |
| Richard Mulligan Mallinckrodt Professor of Genetics, Emeritus Harvard Medical School | 2025 | 71 | • | • | |||
| Kevin O’Byrne Former Chief Financial Officer and Director J Sainsbury plc | 2023 | 61 | • | • | |||
| Dawn C. Willoughby Former Executive Vice President and Chief Operating Officer The Clorox Company | 2023 | 56 | • | Chair | • | ||
| = Financial Expert * The Committee Memberships are expected following the 2026 Annual Meeting. For more details of the “Nominees for Director” please see page 5. | |||||||
| ii | IFF | 2026 PROXY STATEMENT |
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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 present on the Board include and which would be reflected if the proposed slate of directors is elected:
| SKILLS AND QUALIFICATIONS | • Current or Prior CEO |
| • Operations / Manufacturing | |
| • Consumer Products | |
| • Innovation / R&D | |
| • Biotech | |
| • Mergers & Acquisitions / Integrations | |
| • Human Capital | |
| • Sustainability / Environmental | |
| • Finance / Accounting | |
| • ERM / Risk Management | |
| • International / Emerging Markets | |
| • Technology / IT | |
| • Information Security / Cybersecurity | |
| • Artificial Intelligence / Big Data / Analytics | |
| • Other Public Board Experience |
Proposal 2Ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the 2026 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 2026 fiscal year.
See “Proposal 2 — Ratification of Independent Registered Public Accounting Firm” beginning on page 29 of this Proxy Statement.
The Board recommends a vote FOR this proposal Our Board recommends a vote “FOR” the advisory vote to approve executive compensation for the 2025 performance year.
See “Proposal 3 — Advisory Vote on Executive Compensation” on page 49 of this Proxy Statement and “Compensation Discussion and Analysis” beginning on page 32 of this Proxy Statement.
| IFF | 2026 PROXY STATEMENT | iii |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.