Notice of 2018 Annual Meeting of Shareholders

NOTICE OF 2015 ANNUAL MEETING OF SHAREHOLDERS

March 18, 2015

Dear Shareholder:

It is my pleasure to invite you to attend International Flavors & Fragrances Inc.’s 2015 Annual Meeting of Shareholders (the “2015 Annual Meeting”). The meeting will be held on Wednesday, May 6, 2015, at 10:00 a.m. Eastern Daylight Time, at our corporate office, located at 533 West 57th Street, 9th Floor, New York, NY 10019. At the meeting, you will be asked to:

Only shareholders of record as of the close of business on March 9, 2015 may vote at the 2015 Annual Meeting. A live audio webcast of our 2015 Annual Meeting will be available on our website,www.iff.com, starting at 10:00 a.m. and a replay will also be available on our website.

It is important that your shares be represented at the 2015 Annual Meeting, regardless of the number of shares you may hold. Whether or not you plan to attend, please vote using the Internet, by telephone or by mail, in each case by following the instructions in our proxy statement. Doing so will not prevent you from voting your shares in person if you are present.

I look forward to seeing you on May 6, 2015.

Record Date

Only shareholders of record as of the close of business on March 7, 2018 may vote at the 2018 Annual Meeting.

Sincerely,

Sincerely,
Andreas Fibig
Chairman and Chief Executive Officer March 19, 2018						Live Audio Webcast A live audio webcast of our 2018 Annual Meeting will be available on our website,www.iff.com, starting at 10:00 a.m. Eastern Daylight Time and a replay will also be available on our website. Proxy Voting It is important that your shares be represented at the 2018 Annual Meeting, regardless of the number of shares you may hold. Whether or not you plan to attend, please vote using the Internet, by telephone or by mail, in each case by following the instructions in our proxy statement. Doing so will not prevent you from voting your shares in person if you are present. Advance Voting Methods
					Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 2, 2018: Our Notice, Proxy Statement and 2017 Annual Report are available atwww.proxyvote.com. We are making the Proxy Statement and the form of proxy first available on or about March 19, 2018.

We mailed a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement and our 2014 Annual Report on or about March 18, 2015.

Our proxy statement and our 2014 Annual Report are available online atwww.proxyvote.com.

Except as stated otherwise, information on our website is not part of this proxy statement.

PROXY STATEMENT SUMMARY

This proxy summary highlights information contained elsewhere in this proxy statement and does not contain all information that you should review and consider. Please read the entire proxy statement with care before voting.

ANNUAL MEETING

Date		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 Time:2017 Annual Report before you vote.

2017 Highlights

We Continued to Make Strategic and Financial Progress

In 2017, we made notable progress in both our strategic goals and financial performance, and achieved currency neutral growth in all of our key metrics. The recently-enacted Tax Cuts and Jobs Act impacted our reported results for 2017, as we recorded a provisional net charge of $139 million in the fourth quarter of 2017 due to the changes resulting from the Tax Act.

In 2017, our payouts to shareholders, made through a combination of dividends and share repurchases, totaled 56%, consistent with our targeted range of 50% to 60% of adjusted net income*. We increased our quarterly dividend by 8% and our Board extended our repurchase program through December 31, 2022, authorizing a total of $300 million for repurchases under the extended program.

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

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Proxy Statement Summary SALES* ADJUSTED OPERATING PROFIT* ADJUSTED EPS* Currency Impact Net

PROXY STATEMENT SUMMARY

Vision 2020 Strategy

In 2017, we refreshed our Vision 2020 strategy and continued to execute on the four pillars of the strategy, including the following achievements:

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PROXY STATEMENT SUMMARY

Corporate Governance Highlights

VOTING MATTERS AND BOARD RECOMMENDATION

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PROXY STATEMENT SUMMARY

Matter   Proposal 1     Election of 11     Director Nominees				The Board Recommendation		Page Reference (for more details)recommends a vote FOR the election of all Director Nominees Our Nominating and Governance Committee and our Board have determined that each of the nominees possesses the skills and qualifications to collectively comprise a highly effective Board
				See “Proposal 1 — Election of Directors Directors” beginning on page 1 of this Proxy Statement
		FOR each Director Nominee		5
Ratification of Independent Registered Public Accounting Firm		FOR		26
Advisory Vote on Executive Compensation		FOR		52
Approval of the 2015 Stock Award and Incentive Plan		FOR		73

2014 FINANCIAL HIGHLIGHTSDirector Nominees

Committee Membership

Name and Primary Occupation

Joined

Age

Indep.

Audit

Comp.

Nom.& Gov.

Marcello V. Bottoli  Partner, Es Vedra Capital Advisors LLP

2007

56

•

Dr. Linda Buck  Full Member, Fred Hutchinson Cancer  Research Center

2007

71

•

•

Michael L. Ducker  President and CEO, FedEx Freight

2014

64

•

•

David R. Epstein  Executive Partner, Flagship Pioneering

2016

56

•

•

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

2010

66

•

John F. Ferraro  Former Global COO, Ernst & Young

2015

62

•

Andreas Fibig  Chairman and CEO, IFF

2011

56

Christina Gold  Former CEO, The Western Union Company

2013

70

•

•

Katherine M. Hudson  Former CEO, Brady Corporation

2008

71

•

•

Dale F. Morrison (Lead Director)  Founding Partner of TriPointe Capital Partners

2011

69

•

•

•

Stephen Williamson  Senior Vice President and CFO, Thermo Fisher  Scientific

2017

51

•

Committee Chair     Financial Expert

In 2014, we achieved our long-term financial targetsSkills and continued to execute key elements of our long-term growth strategy by:

2014 was a solid year for the Company in financial and operating performance, delivering strong results for our shareholders.

TABLE OF CONTENTSQualifications

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

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International and Emerging Markets M&A Operations R&D / Innovation Corporate Governance Sustainability Financial and Accounting Risk and Crisis Management Consumer Products Technology / IT Regulatory

PROXY STATEMENT SUMMARY

I. ANNUAL MEETING INFORMATIONProposal 2	Ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the 2018 fiscal year		1
II. PROPOSAL I — ELECTION OF DIRECTORS			5 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 2018 fiscal year
			See “Proposal 2 — Ratification of Independent Registered Public Accounting Firm” beginning on page 33 of this Proxy Statement

Proposal 3 Approve, on an advisory basis, the compensation of our named executive officers  in 2017				The Board recommends a vote FOR this proposal Our Board recommends a vote “FOR” the advisory vote to approve executive compensation for the 2017 performance year
				See “Proposal 3 — Advisory Vote on Executive Compensation” on page 61 of this Proxy Statement and “Compensation Discussion and Analysis” beginning on page 37 of this Proxy Statement

Compensation Governance

Ourpay-for-performance compensation program is reflected in the strong compensation governance that we have adopted.

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PROXY STATEMENT SUMMARY

TABLE OF CONTENTS

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PROXY STATEMENT

You are receiving this proxy statement because you own shares of IFF common stock that entitle you to vote at the 2015 Annual Meeting of Shareholders. Our Current Board

Our Board of Directors is soliciting proxies(“Board”) currently has twelve members. Mr. Howell, who has served on our Board since 2004, will retire from shareholders who wish to voteour Board at the meeting. By using a proxy, you can vote even if you do not attend the meeting. This proxy statement describes the matters on which you are being asked to vote and provides information on those matters so that you can make an informed decision.

I. ANNUAL MEETING INFORMATION

We will also consider other business that properly comes before the meeting in accordance with New York law and our By-laws.

If your shares are held in a stock brokerage account or by a bank, trust or other nominee or custodian (each, a “Broker”), including shares you may own as a participant in oneterm limit policy. Following the 2018 Annual Meeting, the size of our 401(k) plans, you are considered the “beneficial owner” of those shares, which are held in “street name.” A Notice has been forwardedBoard will be reduced to you by or on behalf of your Broker, who is considered the shareholder of record of those shares. As the beneficial owner, you have the right to direct your Broker how to vote your shares by following the Notice’s instructions for voting.

Detailed instructions for Internet and telephone voting are set forth in the Notice, which contains instructions on how to access our proxy statement, annual report and shareholder notice online, and the printed proxy card.

If your shares are held in one of our 401(k) plans, your proxy will serve as a voting instruction for the trustee of the 401(k) plan, who will vote your shares as you instruct. To allow sufficient time for the trustee to vote, your voting instructions must be received by 11:59 pm Eastern Daylight Time on May 3, 2015. If the trustee does not receive your instructions by that date, the trustee will vote the shares you hold through the 401(k) plan in the same proportion as those shares in the 401(k) plan for which voting instructions were received.

If you are a beneficial owner, you must follow the voting procedures of your Broker.

Under our By-laws, in an uncontested election of directors, as we have this year, a majority of votes cast is required in order for a director to be elected, which means that a nominee must receive a greater number of votes “FOR” his or her election than votes “AGAINST” in order to be elected. Abstentions are not counted as votes “FOR” or “AGAINST” a director nominee.

Under our By-laws, the votes cast “FOR” must exceed the votes cast “AGAINST” the ratification of PwC as our independent registered public accounting firm for the 2015 fiscal year. Abstentions are not counted as votes “FOR” or “AGAINST” this proposal.

Proposal 3 is an advisory vote. This means that while we ask shareholders to approve a resolution regarding Say on Pay, it is not an action that requires shareholder approval. If a majority of votes are cast “FOR” the Say on Pay proposal, we will consider the proposal to be approved. Abstentions are not counted as votes “FOR” or “AGAINST” this proposal.

Under our By-laws, the votes cast “FOR” must exceed the votes cast “AGAINST” to approve the 2015 SAIP. This proposal is also subject to New York Stock Exchange (“NYSE”) shareholder approval rules. Under the NYSE rules, abstentions are counted as votes cast and therefore will have the effect of a vote “AGAINST” the proposal.

Q:	What if I am a beneficial owner and I do not give the nominee voting instructions?

The table below sets forth, for each proposal on the ballot, whether a Broker can exercise discretion and vote your shares absent your instructions and, if not, the impact of such broker non-vote on the approval of the proposal.eleven members.

If your shares are held in “street name,” you may change your vote by following your Broker’s procedures for revoking or changing your proxy.

Q:	Who can attend the 2015 Annual Meeting?

II. PROPOSAL I — ELECTION OF DIRECTORS

Our Board of Directors (“Board”) currently has twelve members. Upon the recommendation of the Nominating and Governance Committee, of our Board, our Board has nominated the following nineeleven of our current directors and one director nominee for election at the 20152018 Annual Meeting, each for aone-year term that expires at the 20162019 Annual Meeting: (i) Marcello V. Bottoli, (ii) Dr. Linda Buck, (iii) Michael L. Ducker, (iv) Roger W. Ferguson, Jr., (v) John F. Ferraro (director nominee); (vi) Andreas Fibig, (vii) Christina Gold, (viii) Henry W. Howell, Jr., (ix) Katherine M. HudsonMeeting.

Director Nominee Experience and (x) Dale F. Morrison. Each nominee has consentedQualifications

Board Membership Criteria and Selection

Our Certificate of Incorporation provides that we have at least six but not more than fifteen directors. To ensure independence and to serve if elected. Proxies cannot be votedprovide the breadth of needed expertise and diversity of our Board, the Board periodically reviews its size and makes appropriate adjustments pursuant to ourBy-Laws. Our Nominating and Governance Committee, together with 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 and as the composition of the Board changes. At a greater numberminimum, our Nominating and Governance Committee considers the following factors as part of persons thanits review of all director candidates and in recommending potential director candidates:

Proposed director will retire fromcandidates who satisfy the criteria and who otherwise qualify for membership on the Board atare identified by the 2015 Annual Meeting. For more information about our term limit policy, see “CorporateNominating and Governance Committee. In identifying candidates, the Nominating and Governance Committee seeks input and participation from other Board members and other appropriate sources so that all points of view are considered and the best possible candidates identified. The Nominating and Governance Committee also has engaged a search firm to assist it in

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Proposal 1 – Election of Directors

 PROPOSAL1— CorporateELECTION OF DIRECTORS 

identifying potential candidates. Members of the Nominating and Governance Guidelines.”Committee and other Board members, as appropriate, interview selected director candidates, evaluate the director candidates and determine which candidates are to be recommended by the Nominating and Governance Committee to the Board. Our Nominating and Governance Committee evaluates the suitability of potential candidates nominated by shareholders in the same manner as other candidates recommended to the Nominating and Governance Committee.

We believe that each of our nominees possesseshas 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 possessesadheres 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.

Diversity and Tenure

Diversity is one of the factors that the Nominating and Governance Committee considers in identifying and selecting director nominees. As part of this process, the Nominating and Governance Committee evaluates how a particular candidate would strengthen and increase the diversity of the Board in terms of how that candidate may contribute to the Board’s overall balance of perspectives, backgrounds, knowledge, experience, skill sets and expertise in substantive matters pertaining to our business. To maintain a balance of experience and new perspectives, our Corporate Governance Guidelines also sets guidance on the number of full annual terms that a director can serve on our Board.

We Strive for a Balanced and Diverse Board

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 PROPOSAL1 — ELECTION OF DIRECTORS 

Shareholder Nominations and Proxy Access

Under ourBy-Laws, if a shareholder wishes to submit a director candidate for consideration by the Nominating and Governance Committee, or wishes a director nomination to be included in the Company’s proxy statement for an annual meeting pursuant to our proxy accessby-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 ourBy-Laws.The Nominating and Governance Committee retainedmay also request any additional background or other information from any director candidate or recommending shareholder as it may deem appropriate. Our proxy accessby-law permits an independent global search firm, which identified Mr. Ferraro as a potential nomineeeligible 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 director. Thereafter, theat least 3 years, to nominate and include in our proxy materials for an annual meeting director candidates constituting up to 20% of our Board.

Continued Service

The Nominating and Governance Committee evaluated Mr. Ferraro’s qualifications in light of the Company’s guidelines and initiated a process that resulted in his nominationannually reviews each current Board member’s suitability for continued service as a member of our Board and recommends to the Board whether such member should bere-nominated. In addition, each director including interviews withis required to promptly tender his or her resignation to the Chair of the Nominating and Governance Committee if, during his or her tenure as a director, such director:

so that the Nominating and Governance Committee recommended Mr. Ferraro ascan review the change and make a nominee because of a number of valuable characteristics he would bringrecommendation to the full Board including his extensive accounting and auditing experience and his experience working with large and global corporations.regarding the director’s continued service. Such resignation becomes effective only upon acceptance by the Board.

Each nominee’s principal occupation and other pertinent information about the particular experience, qualifications, attributes and skills that led the Board to conclude that such person should serve as a director appears on the following pages.

The Board recommends a vote FOR the election of each of the following director nominees.IFF  |  2018 PROXY STATEMENT  3

NOMINEES FOR DIRECTOR PROPOSAL1 — ELECTION OF DIRECTORS 

Nominees for Director

Marcello V. Bottoli

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 PROPOSAL1 — ELECTION OF DIRECTORS 

Dr. Linda Buck

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 PROPOSAL1 — ELECTION OF DIRECTORS 

Michael L. Ducker

		MICHAEL L. DUCKER, 61 Director Since: 2014 Committees: • Compensation Age:64		Business Experience   Director Since:  2014 Board Committees: Compensation (beginning May 2015)
Mr. Ducker has been President and Chief Executive Officer of FedEx Freight since January 2015. In that role, he provides strategic direction for the company’sFedEx’s less-than-truckload (LTL) companies throughout North America and for FedEx Custom Critical, a leading carrier of time sensitive, critical shipments. Mr. Ducker was formerly the Chief Operating Officer and President of International for FedEx Express, where he led all customer-facing aspects of the company’s U.S. operations and its international business, spanning more than 220 countries and territories across the globe. Mr. Ducker also oversaw FedEx Trade Networks and FedEx Supply Chain. During his FedEx career, which began in 1975, Mr. Ducker has also served as president of FedEx Express Asia Pacific in Hong Kong and led the Southeast Asia and Middle East regions from Singapore, as well as Southern Europe from Milan, Italy. His				Additional Accomplishments and Memberships •  Chairman of the Compensation Committee of the U.S. Chamber of Commerce •  Board of Amway Corporation •  National Advisory Board of the Salvation Army •  Executive Committee and Treasurer of the American Trucking Association •  Board of the American Transportation Research Institute Qualifications Mr. Ducker’s significant senior executive and international experience at a global organizationcoupled with his extensive expertise in complex operations and logistics complements the strength of our Board. Mr. Ducker servesDucker’s current position as Chief Executive Officer of FedEx Freight provides him with knowledge of a number of important areas that assist our Board, including leadership, risk assessment and operational issues.

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 PROPOSAL1 — ELECTION OF DIRECTORS 

David R. Epstein

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 PROPOSAL1 — ELECTION OF DIRECTORS 

Roger W. Ferguson, Jr.

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 PROPOSAL1 — ELECTION OF DIRECTORS 

John F. Ferraro

JOHN F. FERRARO, 59				Director NomineeSince: 2015   Board Committees: • Audit (beginning May 2015)(Chair) Age:62
	Business Experience Mr. Ferraro was the global chief operating officerGlobal Chief Operating Officer of Ernst & Young, a leading professional services firm, from 2007 to January 2015. In that role, he was responsible for the overall operations and services of Ernst & Young worldwide. Prior to the COO role, Mr. Ferraro served in several leadership positions, including as Global Vice Chair of Audit and as the senior advisory partner on some of the firm’s largest and global accounts. Mr. Ferraro began his career with Ernst & Young Milwaukee in 1976 and has served a variety of global companies. He has worked in Europe (London and Rome), throughout the Midwest (Chicago, Cleveland and Kansas City) and New York. Mr. Ferraro has served on the board of		Public Board Memberships •  Advance Auto Parts, Inc., an automotive aftermarket parts provider since February 2015. He founded •  ManpowerGroup Inc., a global workforce solution and service provider Additional Accomplishments and Memberships •  Founded the Audit Committee Leadership Network in 2003 is a member •  Board of theTrustees of Boston College High School board of trustees, and sits on the board of the Business Council for International Understanding. He is aMarquette University •  CPA and a member of the American Institute of Certified Public Accountants. Accountants Qualifications Mr. Ferraro was elected to the Marquette University Board of Trustees in 2006, served as vice chair from 2011 to 2014, and was elected chair in 2014. Mr. Ferraro would bringbrings to our Board his extensive accounting,executive, auditing and executiveaccounting experience working with large and global corporations. Mr. Ferraro is a nominee for election as a new director at the 2015 Annual Meeting.We benefit from his extensive understanding of global business operations, markets and risks.

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 PROPOSAL1 — ELECTION OF DIRECTORS 

Andreas Fibig

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 PROPOSAL1 — ELECTION OF DIRECTORS 

Christina Gold

		CHRISTINA GOLD, 67 Director Since: 2013 Committees: • Compensation • Nominating and Governance (Chair) Age:70		Business Experience   Director Since:  2013 Board Committees: Compensation Nominating and Governance (beginning May 2015)
From September 2006 until September 2010, Ms. Gold was Chief Executive Officer, President and a director of The Western Union Company, a leader in global money movement and payment services. She was President of Western Union Financial Services, Inc. and Senior Executive Vice President of First Data Corporation, former parent company of The Western Union Company and provider of electronic commerce and payment solutions, from May 2002 to September 2006. Prior to that, Ms. Gold served as Vice Chairman and Chief Executive Officer of Excel Communications, Inc., a former telecommunications ande-commerce services provider, from October 1999 to May 2002. From 1998 to 1999, Ms. Gold served as President and CEO of Beaconsfield Group, Inc., a direct selling advisory firm that she founded. Prior to founding Beaconsfield Group, Ms. Gold spent 28 years (from 1970 to 1998) with Avon Products, Inc., a leading global beauty company, in a variety of positions, including as Executive Vice President, Global Direct Selling Development, Senior Vice President and later President of Avon North America, and Senior Vice President & CEO of Avon Canada.								Public Board Memberships •  ITT Corporation, a manufacturer of highly engineered components and technology solutions for industrial markets •  Korn/Ferry International, a leadership and talent management organization •  Exelis, Inc., a diversified, global aerospace, defense and information solutions company, from October 2011 to May 2013 Additional Accomplishments and Memberships •  Board of New York Life Insurance, a private mutual life insurance company •  Board of Safe Water Network, anon-profit organization working to develop locally owned, sustainable solutions to provide safe drinking water •  Board of Governors of Carleton University in Ottawa, Canada Qualifications Ms. Gold brings a number of valuable characteristics to our Board, including her extensive international and domestic business experience, her familiarity with the Company’s customer base, her financial expertise and her prior experience as a chief executive officer. Ms. Gold is currently a director of ITT Corporation, a manufacturer of highly engineered components and technology solutions for industrial markets (since 1997), New York Life Insurance, a private mutual life insurance company, and Korn/Ferry International, a leadership and talent management organization. From October 2011 to May 2013, Ms. Gold was a director of Exelis, Inc., a diversified, global aerospace, defense and information solutions company. She also sits on the board of Safe Water Network, a non-profit organization working to develop locally owned, sustainable solutions to provide safe drinking water. Ms. Gold joined our Board in 2013.
HENRY W. HOWELL, JR., 73

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 PROPOSAL1 — ELECTION OF DIRECTORS 

Katherine M. Hudson

		KATHERINE M. HUDSON, 68 Director Since: 2008 Committees: • Compensation Age:71		Business Experience   Director Since:  2008 Board Committees: Audit (Chair)
As Chairperson, President and Chief Executive Officer of Brady Corporation, a global manufacturer of identification solutions and specialty industrial products, from 1994 until 2004, Ms. Hudson oversaw a doubling of annual revenues. Her prior experience during 24 years with Eastman Kodak, an imaging technology products provider, covered various areas of responsibility, including systems analysis, supply chain, finance and information technology. Her general management experience spans both commercial and consumer product lines. Ms. Hudson served as				Public Board Memberships •Charming Shoppes, Inc., a directorwoman’s specialty retailer from 2000 to 2012 •CNH Global NV, a manufacturer of agricultural and construction equipment, from 1999 to 2006. •Apple Computer Corporation, a designer and manufacturer of consumer electronics and software products, CNH Global NV, a manufacturer of agricultural and construction equipment where she was as a member of the audit committee, and, between 2000 and 2012, Charming Shoppes, Inc., a woman’s specialty retailer, where she served as chair of the audit committee. from 1994 to 1997 Qualifications Ms. Hudson’s executive experience in supply chain, finance and information technology at Eastman Kodak and Brady Corporation and her governance leadership on other boards hashave translated to sound guidance to our Board on governance, supply chain, finance matters and as Chair of our Audit Committee. Ms. Hudson has served on our Board since 2008.information technology.

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 PROPOSAL1 — ELECTION OF DIRECTORS 

Dale F. Morrison

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 PROPOSAL1 — ELECTION OF DIRECTORS 

Stephen Williamson

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III. CORPORATE GOVERNANCECode of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics (the “Code of Ethics”) that applies to all of our employees, including our Chief Executive Officer (“CEO”), our Chief Financial Officer (“CFO”) and our Chief Accounting Officer. We also 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 through the Investor—Leadership & Governance—Governance link on our website, www.iff.com.

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, matters of corporate governance and executive compensation. This dialogue has helped inform the Board’s decision-making and ensure our interests remain well-aligned with those of our shareholders. During 2017, we interacted with our largest active shareholders, representing approximatelytwo-thirds of our outstanding shares. We believe that all of these engagements provide valuable feedback and this feedback is shared regularly with our Board and its relevant committees. As a result of the feedback we received from our shareholders in the past few years, we have, among other things, raised our annual dividend, executed our share repurchase program, pursued value-creating acquisitions, completed a perception study on capital allocation preferences, and increased our investor relations exposure with enhanced marketing in key markets in the United States and across continental Europe.

Corporate Governance Guidelines

Our Board of Directors is responsible for overseeing the management of our Company. The Board has adopted Corporate Governance Guidelines which set forth our governance principles relating to, among other things:

Pursuant to our Corporate Governance Guidelines, a person that has served for twelve consecutive, full annual terms on our Board cannot continue to serve as a director following the twelfth year of service, unless (i) unless:

A director’s first full annual term begins on the date he or she is first elected at an annual meeting of shareholders which occurs afterand continues until the date thatnext annual meeting of shareholders. Unless a director is an employee of our Company, prior to the conclusion of the twelfth full annual term, the director has turned the ageshall submit his or her resignation as a director effective immediately prior to that year’s annual meeting of 72. Pursuant to this policy, J. Michael Cook, Alexandra A. Herzan and Arthur C. Martinez will each retire from our Board at the 2015 Annual Meeting.shareholders.

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Corporate Governance

 CORPORATE GOVERNANCE 

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

Sustainability Initiatives

Sustainability is an important part of how we do business. We have developed a sustainability strategy that is underpinned by the concept of a circular economy and guided by our vision to lead positive transformational changes toward a regenerative, healthy and abundant world. We aim to implement these principles in the way we design and manufacture our products, and in the way we treat our employees as well as the communities in which we operate.

In 2017, IFF was named by CDP to the Climate “A” list for the third consecutive year as a reflection of our leadership in carbon management. CDP also awarded IFF leadership status for our water management strategy. Additional achievements in 2017 included:

From the raw materials we source responsibly, to oureco-efficient manufacturing facilities and carefully designed products, we will continue our efforts to make a positive difference in the world.

Independence of Directors

The Board has affirmatively determined that our new director nominee, Mr. Ferraro, and each of our current directors (other than Mr. Fibig, our CEO) meets our independence requirements and those of the NYSE’s corporate governance listing standards. Pursuant to our Corporate Governance Guidelines, the Board undertakes an annual review of director independence, which includes a review of each director’s responses to questionnaires asking about any relationships with us.the Company. This review is designed to identify and evaluate any transactions or relationships between a director or any member of his or her immediate family and usthe Company or members of our senior management.

The Board has affirmatively determined that each of our current directors (other than Mr. Fibig, our CEO) meets our independence requirements and those of the NYSE’s corporate governance listing standards:

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 CORPORATE GOVERNANCE 

In the ordinary course of business, transactions may occur between usthe Company or members of our senior management and entities with which some of our directors are or have been affiliated. During 2014,2017, in connection with its evaluation of director independence, our Board reviewed transactions between usthe Company and any company that has any ofwhere our directors or their family members of our directors servingserve as executive officers. Specifically, (i) in the ordinary course of business, we utilize the services of FedEx Freight, of which Mr. Ducker serves as President and Chief Executive Officer, of FedEx Freight, a shipping company that provides services to us. We reviewed this commercial relationship and found that all the transactions between us and FedEx were made(ii) in the ordinary course of business we purchase services from, and were negotiated at arm’s length. Mr. Ferraro is former COO ofsell products and consultant to Ernst & Young (“E&Y”). E&Y provides tax consulting services to Thermo Fisher Scientific, a life sciences and healthcare technology company, of which Mr. Williamson serves as Senior Vice President and Chief Financial Officer, and (iii) one of our Company. We reviewed this commercial relationship and found that the transactions were not material to us or E&Y, and were madeexecutive officers has purchased an immaterial interest in the ordinary course of business and were negotiated at arm’s length. As a result, ourco-investment vehicle managed by Mr. Bottoli. The Board determined that none of these commercial relationships did not impair Messrs. Ducker or Ferraro’s independence.

Other Information

On August 5, 2008,transactions impaired the SEC approved a settlement with Ernst & Young LLP and two of its partners, including Mr. Ferraro, relating to auditor independence issues arising out of business relationships between Ernst & Young LLP and an individual who was also a member of the board of directors of three of its audit clients. The matter arose out of actions taken by Mr. Ferraro in 2002 in his role as Vice Chairman of Ernst &

Young LLP. Ernst & Young LLP and Mr. Ferraro resolved that matter by way of a negotiated settlement in which the respondents neither admitted nor denied the underlying allegations and accepted an administrative cease and desist order. The negotiated resolution did not involve any suspension, fines or other sanctions against Mr. Ferraro. Mr. Ferraro thereafter remained a partner in good standing at Ernst & Young through January 2015. Our Board of Directors took into consideration all factors regarding Mr. Ferraro’s character and experience and believes that he would be a significant asset to the Board.

Board Leadership Structure

As stated in our Corporate Governance Guidelines, the Board does not have a policy that requires a separation of the Chairman of the Board (“Chairman”) and CEO positions. The Board believes that it is important to have the flexibility to make this determination from time to time based on the particular facts and circumstances then affecting our business.

Currently, we combine the positions of Chairman and CEO. We believe that the CEO, as the Company’s chief executive, is in the best position to fulfill the Chairman’s responsibilities, including those related to identifying emerging issues facing our Company, and communicating essential information to the Board about our performance and strategies. We also believe that the combined role of Chairman and CEO provides us with a distinct leader and allows us to present a single, uniform voice to our customers, business partners, shareholders and employees. If at any point in time the Board feels that its current leadership structure may be better served by separating the roles of Chairman and CEO, it may then determine to separate these positions.

In order to mitigate potential disadvantages of a combined Chairman and CEO, the Board has created the position of Lead Director to facilitate and strengthen the Board’s independent oversight of our performance, strategy and succession planning and to promote effective governance standards. The independent directors of the Board elect a Lead Director from among the independent directors. Our current Lead Director is Mr. Martinez. Following Mr. Martinez’ retirement as of the 2015 Annual Meeting, Mr. Morrison will become Lead Director.

The duties of our Lead Director include:Morrison.

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 CORPORATE GOVERNANCE 

Audit Committee

Responsibilities

The Audit Committee’s responsibilities include overseeing and reviewing:

Additional responsibilities include assisting the Board in overseeing and reviewing enterprise-wide risks and the policies and practices established to manage such risks, in particular as they relate to financial risk assessment and management.

Under procedures adopted by the Audit Committee, the Audit Committee reviews and pre-approves all audit and non-audit services performed by our independent accountant. The Audit Committee may, when it deems appropriate, delegate certain of its responsibilities to one or more Audit Committee members or subcommittees.

Independence and Financial Expertise

The Board reviewed the background, experience and independence of the current Audit Committee members and prospective member, Mr. Ferraro. Based

Current Members:		Responsibilities
John F. Ferraro (Chair) Marcello V. Bottoli Henry W. Howell, Jr. Dale F. Morrison Stephen Williamson Meetings in 2017:  7		The Audit Committee’s responsibilities include overseeing and reviewing: •  the financial reporting process and the integrity of our financial statements, capital structure and related financial information; •  our internal control environment, systems and performance; •  the audit process followed by our independent accountant and our internal auditor; •  the appointment, compensation, retention and oversight of our independent accountant and our internal auditor; •  our independent accountant’s and internal auditor’s qualifications, performance and independence, and whether our independent accountant and internal auditor should be rotated, considering the advisability and potential impact of selecting a different independent accountant or internal auditor; •  the procedures for monitoring compliance with laws and regulations and with our Code of Business Conduct and Ethics; •  assisting the Board in overseeing and reviewing with management financial risks and the policies and practices established to manage such risks; •  establishing, monitoring and reviewing procedures for the treatment of concerns regarding compliance, accounting, internal accounting controls and auditing matters; and •  reviewing andpre-approving all audit andnon-audit services performed by our independent accountant. Delegation.Under its charter, the Audit Committee may, when it deems appropriate, delegate certain of its responsibilities to one or more Audit Committee members or subcommittees. Independence and Financial Expertise The Board reviewed the background, experience and independence of the current Audit Committee members and based on this review, the Board determined that each current and prospective member of the Audit Committee: •  meets the independence requirements of the NYSE’s corporate governance listing standards; •  meets the enhanced independence standards for audit committee members required by the SEC; •  is financially literate, knowledgeable and qualified to review financial statements; and •  qualifies as an “audit committee financial expert” under the SEC rules.

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 CORPORATE GOVERNANCE 

Compensation Committee

Responsibilities

The Compensation Committee’s responsibilities include:

Under its charter, the Compensation Committee is responsible for assisting the Board in ensuring that long-term and short-term compensation provide performance incentives to management, and that compensation plans are appropriate and competitive and reflect the goals and performance of management and our Company. As discussed in more detail in this proxy statement under the heading “Compensation

Discussion and Analysis,” the Compensation Committee considers Company-wide performance against applicable annual and long-term performance goals pre-established by the Compensation Committee, taking into account economic and business conditions, and comparative compensation and benefit performance levels.

Current Members:		Responsibilities
Roger W. Ferguson, Jr. (Chair) Michael Ducker Christina Gold Katherine M. Hudson Dale F. Morrison Meetings in 2017:  5		The Compensation Committee’s responsibilities include: •  determining, subject to approval by the independent directors of the Board, the CEO’s compensation; •  reviewing and making determinations regarding compensation of executive officers (other than the CEO) and certain other members of senior management; •  reviewing, adopting and recommending to the Board, or shareholders as required, general compensation and benefits policies, plans and programs, and overseeing the administration of such policies, plans and programs; •  reviewing and discussing with management each year the Compensation Discussion and Analysis included in our annual proxy statement; •  recommending to the Board any changes to the compensation and benefits ofnon-employee directors; •  conducting a risk assessment of our overall compensation policies and practices; and •  reviewing succession planning for executive officers (other than the CEO) and certain members of senior management. Authority and Delegation.  Under its charter, the Compensation Committee is responsible for assisting the Board in ensuring that long-term and short-term compensation provide performance incentives to management, and that compensation plans are appropriate and competitive and reflect the goals and performance of management and our Company. As discussed in more detail in this proxy statement under the heading “Compensation Discussion and Analysis,” the Compensation Committee considers Company-wide performance against applicable annual and long-term performance goalspre-established by the Compensation Committee, taking into account economic and business conditions, and comparative compensation and benefit performance levels. If the Compensation Committee deems it appropriate, it may delegate certain of its responsibilities to one or more Compensation Committee members or subcommittees. Independence The Board reviewed the background, experience and independence of the Compensation Committee members and, based on this review, the Board determined that each member of the Compensation Committee: •  meets the independence requirements of the NYSE’s corporate governance listing standards; •  is an “outside director” pursuant to the criteria established by the Internal Revenue Service; and •  is a“non-employee” director within the meaning of Rule16b-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

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 CORPORATE GOVERNANCE 

Role of Compensation Consultant

The Compensation Committee has the sole authority to retain compensation consultants or advisors to assist it in evaluating CEO, senior executive and non-employee director compensation. From time to time, management also retains its own outside compensation consultants. In 2014, the Compensation Committee directly engaged W.T. Haigh & Company (“Haigh & Company”) as its independent compensation consultant. Haigh & Company’s work with the Committee in 2014 included analyses, advice, guidance and recommendations on executive compensation levels versus peers, market trends and incentive plan designs, the design of the 2015 SAIP, and an assessment of the risk and reward structure of executive compensation plans, policies and practices. In addition, Haigh & Company provided the Committee with advice and recommendations regarding compensation provided to Mr. Tough in connection with his retirement, retention grants for Messrs. Berryman and Mirzayantz, and the compensation packages provided to Messrs. Fibig and Haeni in connection with their new positions and Mr. O’Leary in connection with his interim position. Haigh & Company does not provide any non-executive, compensation-related services to us. The Compensation Committee considered the independence of Haigh & Company and determined that no conflicts of interest were raised.

Role of Management

Our Compensation Committee relies on management for legal, tax, compliance, finance and human resource recommendations, and data and analysis for the design and administration of the compensation, benefits and perquisite programs for our senior executives. The Compensation Committee combines this information with the recommendations and information from its independent compensation consultant.

Our CEO, our Senior Vice President, Human Resources (“SVP HR”) and our Senior Vice President, General Counsel and Corporate Secretary (“General Counsel”) generally attend Compensation Committee meetings. CEO performance and compensation are discussed by the Compensation Committee in executive session, with advice and participation from the Compensation Committee’s independent compensation consultant as requested by the Compensation Committee. Our CEO and SVP HR, without the presence of any other members of senior management, actively participate in the compensation discussions of our senior executives, including making recommendations to the Compensation Committee as to the amount and form of compensation (other than their own).

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee was at any time during 2014 or at any other time an officer or employee of our Company. None of our executive officers serves as a member of the board of directors or compensation committee of any other entity that has one or more executive officers serving as a member of our Board or Compensation Committee.

Nominating and Governance Committee

Responsibilities

The Nominating and Governance Committee’s responsibilities include:

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Board and Committee Assessment Process

Each year, the Nominating & Governance Committee leads an evaluation of the effectiveness of the Board and each of its committees. Each member of the Board and each member of the Board committees 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 ofin-person director interviews every other year during which the Lead Director and the Chair of the Nominating & Governance Committee interviews each director to obtain his or her assessment of the effectiveness of the Board and its committees. After consulting with each other, the Lead Director and Chair of the Nominating & Governance Committee summarize and review the results with the Board and each Board committee.

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 Chairman and 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 Compensation Committee reviews, on an annual basis, potential successors for the Company’s executive officers and such other senior management employees as the Compensation Committee may determine. In addition, the Nominating and Governance Committee membersalso agrees upon and prospective member, Ms. Gold, and based on this review,recommends to the Board determined that each current and prospective member of the Nominating and Governance Committee meets the independence requirements of the NYSE’s corporate governance listing standards.

Director Candidates

a succession plan for our CEO, including in emergency situations. Our Nominating and Governance Committee has establishedBoard is committed to being prepared for a policy regarding the consideration of director candidates, including candidates recommended by shareholders. The Nominating and Governance Committee, together with other Board members, from time to time, as appropriate, identifies the need for new Board members. Proposed director candidates who satisfy the criteria described below and who otherwise qualify for membership on the Board are identified by the Nominating and Governance Committee. In identifying candidates, the Nominating and Governance Committee seeks input and participation from other Board members and other appropriate sources so that all points of view are considered and the best possible candidates identified. The Nominating and Governance Committee may also engage a search firm to assist it in identifying potential candidates. Members of the Nominating and Governance Committee and other Board members, as appropriate, interview selected director candidates, evaluate the director candidates and determine which candidates are to be recommended by the Nominating and Governance Committee to the Board. Our Nominating and Governance Committee evaluates the suitability of potential candidates nominated by shareholders in the same manner as other candidates recommended to the Nominating and Governance Committee.

Under our By-laws, if a shareholder wishes to submit a director candidate for consideration by the Nominating and Governance Committee, the shareholder must submit that recommendation to the

Nominating and Governance Committee, c/o the Corporate Secretary of International Flavors & Fragrances Inc., in writing, not less than 90 days nor more than 120 days prior to the anniversary date of the prior year’s annual meeting of shareholders, except if the annual meeting is not within 30 days of the anniversary date of the prior year’s annual meeting, then any recommendation to the Nominating and Governance Committee must be received no later than 10 days following the mailing of notice of the annual meetingplanned or public disclosure of the annual meeting date, whichever occurs first. The request must be accompanied by the information concerning the director candidate and nominating shareholder described in Article I, Section 3(d)(2) of our By-laws. The Nominating and Governance Committee may also request any additional background or other information from any director candidate or recommending shareholder as it may deem appropriate.

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

Our Certificate of Incorporation provides that we have at least six but not more than fifteen 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. While the Nominating and Governance Committee has not adopted a formal diversity policy with regard to the selection of director nominees, diversity is one of the factors that the Nominating and Governance Committee considers in identifying director nominees. As part of this process, the Nominating and Governance Committee evaluates how a particular candidate would strengthen and increase the diversity of the Board in terms of how that candidate may contribute to the Board’s overall balance of perspectives, backgrounds, knowledge, experience, skill sets and expertise in substantive matters pertaining to our business. The Nominating and Governance Committee also annually reviews each current Board member’s suitability for continued service as a member of our Board. In addition, each director is required to notify the Chairman of the Nominating and Governance Committee of his or her intention to join or leave the board of another company or of any significantunplanned change in status, including changesour leadership in employment, so that the Nominating and Governance Committee can review the change and make a recommendationorder to the full Board regarding the director’s continued service.ensure our stability.

Risk Management Oversight

Board Role in Overseeing Risk

Our Board is actively involved in the oversight of risks that could affect our Company. This oversight is conducted primarily through the AuditCompany and Compensation Committees of the Board, but the full Board has retained responsibility for the general oversight of risks. The Board 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’sday-to-day business risks and its risk management process. We believe this division of responsibility is the most effective approach for addressing risk management.

Management maintains an enterprise risk management (“ERM”) processprogram 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 made up of key members of the Company’s management to integrate global risk activities (including cybersecurity, compliance, business and crisis management) and to ensure appropriate prioritization of resources and alignment across the Company. The Board receives regular reports on the ERM process. The Boardprocess and the Audit Committee focusCompany’s risk mitigation activities. The full Board focuses on the most significant risks facing us, including operational risk, financial risk, regulatory risk, litigation risk, cybersecurity and information security risk, tax risk, credit risk, and liquidity risk, as

well as our general risk management strategy, and how these risks are being managed. The Audit Committee is primarily responsible for assisting the Board in its responsibility to oversee and review with management our enterprise-widefinancial risks and the policies and practices established to manage such risks, in particular as they relate to financial risk assessment and management.also oversees and reviews procedures for monitoring compliance with laws and regulations and our Code of Business Conduct and Ethics. The Compensation Committee is primarily responsible for overseeing the management of risks associated with compensation policies and practice, our compensation plans (including equity compensation plans and programs), severance, change in control and other employment-related matters. The Nominating and Governance Committee monitors the Company’s governance risk and CEO succession risk.

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 CORPORATE GOVERNANCE 

Compensation Risks

In the fourth quarter of 2014,2017, the Compensation Committee, working with its independent compensation consultant, conducted a risk assessment of our executive compensation programs. The goal of this assessment was to determine whether the general structure of our executive compensation policies and programs, annual and long-term performance goals or the administration of the programs posed any material risks to our Company. In addition, with the input of our SVP HR,CHRO, the Compensation Committee reviewed compensation programs and policies below the executive level in a Company-wide risk assessment. The Compensation Committee shared the results of this review with our full Board.

The 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 2014,2017, including the established performance goals and incentive plan structures, did not result in excessive risk taking or the implementation of inappropriate business decisions or strategies by the Company’s senior executives or employees generally, and that there are no risks arising from our compensation policies and practices for our employees that are reasonably likely to have a material adverse effect on the Company.

Related Person Transactions and Other Information

Transactions with Related Persons

In 2014,2017, 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 director nominee 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 RegulationS-K.

Related Person Transactions Policy

In accordance with SEC rules, our Board has adopted a written policy for the review and the approval or ratification of any related person transaction.transactions. This policy is available through the Investors—Corporate GovernanceInvestor-Leadership & Governance-Governance link on our website,www.iff.com. 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 Nominating and Governance Committee. If accounting issues are involved in the transaction, the Nominating and Governance Committee will consult with the Audit Committee if deemed appropriate.

Pursuant to the policy, a related person transaction will be approved or ratified only if the Nominating and Governance Committee determines that it is being entered into in good faith and on fair and reasonable terms which are in the best interest of our Company and our shareholders. In determining whether to approve or ratify a transaction, the Nominating and Governance Committee considers the following factors, to the extent relevant:

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No related person may participate in the review of a transaction in which he or she may have an interest. In addition, except fornon-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 or ratification by the Nominating and Governance Committee. In 2017, there were no related person transactions presented under the policy.

CodeOther Information

On August 5, 2008, the SEC approved a settlement with Ernst & Young LLP and two of Business Conductits partners, including Mr. Ferraro, relating to auditor independence issues arising out of business relationships between Ernst & Young LLP and Ethics

We have adoptedan individual who was also a Codemember of Business Conductthe board of directors of three of its audit clients. The matter arose out of actions taken by Mr. Ferraro in 2002 in his role as Vice Chairman of Ernst & Young LLP. Ernst & Young LLP and Ethics (the “Code of Ethics”)Mr. Ferraro resolved that applies to all of our employees, including our CEO and our interim Chief Financial Officer (“CFO”) (who is also our principal accounting officer). We also 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 through the Investors — Corporate Governance link on our website,www.iff.com.

Only the Board or the Audit Committee may grant a waiver from any provision of our Codes in favormatter by way of a directornegotiated settlement in which the respondents neither admitted nor denied the underlying allegations and accepted an administrative cease and desist order. The negotiated resolution did not involve any suspension, fines or executive officer,other sanctions against Mr. Ferraro. Mr. Ferraro thereafter remained a partner in good standing at Ernst & Young LLP until he retired in January 2015. Our Board took into consideration all factors regarding Mr. Ferraro’s character and any such waiverexperience and any amendmentsbelieves that he is a significant asset to the Codes will be publicly disclosed on our website,www.iff.com.Board.

Share Retention Policy

We encourage our executives and directors to own our common stock so that they share the same long-term investment risk as our shareholders. Our Share Retention Policy provides executives and directors flexibility in personal financial planning, yet requires them to maintain ongoing and substantial investment in our common stock.

Under our Share Retention Policy, each executive and director must retain shares of Company common stock based onat a targeted ownership level. There is no deadline by which an executive or director must meet his or her targeted ownership level. The targeted ownership level for directors is five times the cash portion of the annual retainer (not including any retainer for service as a committee chairperson or lead director). The targeted ownership levels for executives are (1) are:

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 managedprovided by us,the Company, and the executive or director must retain such shares in such accounts until the targeted ownership level is met. For executives, until theif their retention requirement is not met, the executive must alsois required to retain a portion (50%, in the case of our named executive officers) of any shares of common stock acquired from the exerciseas a result of a stock option orexercising 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 exercise price and taxes).

Our Share Retention Policy provides executives and directors flexibility in personal financial planning, yet requires them to maintain ongoing and substantial investment in our common stock.

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 CORPORATE GOVERNANCE 

As of March 9, 2015,7, 2018, all of our named executive officers and directors were in compliance with their individual retention requirements.our Share Retention Policy. Additional detail regarding ownership of our common stock by our executivesexecutive 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 Compensation Committee has adopted an equity grant policyEquity Grant Policy with respect to the issuance of equity awards under our equity plans. Under the equity grant policy,Equity Grant Policy, the Compensation Committee approves all equity awards exceptto our executives other than our CEO, and our Board approves all equity awards to our CEO and to ournon-employee directors, which are approved by our Board. directors. The grant date for annual awards to all employees and for annual awards to ournon-employee directors is the date of the Company’s annual meeting of shareholders. The grant date for LTIPawards under our Long-Term Incentive Plan (“LTIP”) is the date that the Compensation Committee (or Board in the case of our CEO) approves the applicable LTIP metrics. In addition to the annual grants, equity awards may be granted “off-cycle”“off-cycle” at other times during the year to new hires, employees receiving promotions, director appointments and in other special circumstances. The grant price of equity awards (other than LTIP awards) will beis the closing price of our common stock on the NYSE on the date of the grant or, if the grant date is not a business day, the closing price on the NYSE on the following business day. The grant price for LTIP awards will beis the20-day trailing average price of our common stock on the NYSE as of the first trading day of the applicable LTIP performance cycle.

Policy Regarding Derivatives, Short Sales, Hedging and Pledges

Under our insider trading policy, directors and executive officers,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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IV. DIRECTORS’ COMPENSATIONDirector Compensation Program

Annual Director Cash and Equity Compensation

In 2014,Under ournon-employee director compensation program, for the service year from the 2017 Annual Meeting of Shareholders (the “2017 Annual Meeting”) to the 2018 Annual Meeting, eachnon-employee director received an annual retainer of $225,000 (or a prorated portion for a partial year$235,000, of service) relating to the service year from the 2014 Annual Meeting of Shareholders (the “2014 Annual Meeting”) to the 2015 Annual Meeting. Of this amount,which $112,500 was paid in cash in November 2014, and $112,500$122,500 was paid in RSUs issued under our 20102015 Stock Award and Incentive Plan (“20102015 SAIP”) on the date of the 20142017 Annual Meeting. These RSUs vest one year from the grant date and are subject to accelerated vesting upon a change in control. The 1,145882 RSUs granted to each director on the date of the 20142017 Annual Meeting was 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.

Annual Committee Chair andCompensation for our Lead Director Compensationand Committee Chairs

During 2014,For the service year from the 2017 Annual Meeting to the 2018 Annual Meeting, the Lead Director received an additional annual cash retainer of $20,000, the Chair of each of the Audit Committee andreceived an additional annual cash retainer of $17,500, the Chair of the Compensation Committee received an additional annual cash retainer of $15,000 and the Chair of the Nominating and Governance Committee received an additional annual cash retainer of $10,000.$12,500.

Participation in our Deferred Compensation Plan

Non-employee directors are eligible to participate in our Deferred Compensation Plan (“DCP”). Anon- 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 — Compensation—Non-Qualified Deferred Compensation.”Non-employee directors are not entitled to matching contributions or the 25% premium on deferrals into our common stock fund that are applicable to employees under the DCP.

OtherAdditional Benefits

We reimburse ournon-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, eachour current and former director who began service as a director before May 14, 2003 is eligible to participate in our Director Charitable Contribution Program (“DCCP”). Under the DCCP, directors were paired together and our Company purchased joint life insurance policies on the lives of each paired set of participating directors. We are the owner and sole beneficiary of the policies and are responsible for payment of any premiums. In 2009, the insurance policies were restructured so that no further premiums are required. Assuming no changes to the current Federal tax laws relating to charitable contributions, and if certain other assumptions are met, we expect to recover all of the premium costs that have been paid by us and the after-tax cost of our anticipated charitable contributions pursuant to this program. After a covered director dies, we will donate $500,000 to one or more qualifying charitable organizations previously designated by the deceased director.

Directors first elected on or after May 14, 2003 do not participate in the DCCP. However, all current directors, including those who participate in our DCCP, 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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Director’s Compensation

 DIRECTORS’ COMPENSATION 

The following table details the compensation paid to or earned by ournon-employee directors for the year ended December  31, 2014.2017.

20142017 Directors’ Compensation

$122,500; Ms. Hudson — $127,500;Morrison - $132,500 and Mr. Morrison — $112,500.Williamson - $84,760. Earnings in our DCP were not above-market or preferential and thus are not reported in this table.