PROXY STATEMENT SUMMARY

Proposal 2

Ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the 2020 fiscal year

~~John F. Ferraro~~The Board recommends a vote FOR this proposal

~~Director Since:~~

~~2015~~

~~Committees:~~

~~• Audit (Chair)~~

~~Age:~~62

~~Business Experience~~

Mr. Ferraro was the Global 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 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.

~~Public Board Memberships~~

~~• Advance Auto Parts, Inc., an automotive aftermarket parts provider~~

~~• ManpowerGroup Inc., a global workforce solution and service provider~~

~~Additional Accomplishments and Memberships~~

~~• Founded the Audit Committee Leadership Network in 2003~~

~~• Board of Trustees of Boston College High School and Marquette University~~

~~• CPA and a member of the American Institute of Certified Public Accountants~~

~~Qualifications~~

Mr. Ferraro brings to our Board his extensive executive, auditing and accounting experience working with large and global corporations. We benefit from his extensive understanding of global business operations, markets and risks.

Our Board recommends that shareholders vote “FOR” the ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the 2020 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 2019

The Board recommends a vote FOR this proposal

Our Board recommends a vote “FOR” the advisory vote to approve executive compensation for the 2019 performance year.

See “Proposal 3 — Advisory Vote on Executive Compensation” on page 60 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.


What We Do				Significant portion of NEO compensation in the form ofat-risk variable compensation
				Variable compensation based on multiple performance metrics to encourage balanced incentives
				Appropriate mix of fixed and variable compensation to reward company, business unit and individual performance
				Majority of variable compensation awarded as equity-based awards
				Executive clawback policies to recoup cash and equity compensation upon certain triggering events
				Executives required to meet share retention guidelines
				Independent compensation consultant
				Annual risk assessment of compensation programs
What We Don’t Do				No taxgross-ups on severance payments
				No single-trigger vesting of cash or equity-based awards upon change in control
				No short-sales, hedging or pledging of our stock by our employees, officers or directors
				No fixed-duration employment agreements with executive officers
				No stock option/SAR repricing or exchange of underwater options or SARs for cash without shareholder approval

ivIFF|2020 PROXY STATEMENT

PROXY STATEMENT SUMMARY

TABLE OF CONTENTS


~~IFF~~Proxy Statement Summary ~~\| 2018 PROXY STATEMENT~~			i

Proposal 1 — Election of Directors			1
Our Current Board			1
Director Nominee Experience and Qualifications			1
Nominees for Director			4

Corporate Governance			15
Code of Business Conduct and Ethics			15
Shareholder Engagement			15
Corporate Governance Guidelines			15
Environmental, Social and Governance Initiatives			15
Independence of Directors			16
Board Leadership Structure			17
Board Committees			18
Board and Committee Meetings			18
Audit Committee			19
Compensation Committee			20
Nominating and Governance Committee			22
Board and Committee Assessment Process			22
Succession Planning			23
Risk Management Oversight			23
Related Person Transactions and Other Information			24
Share Retention Policy			25
Equity Grant Policy			26
Policy Regarding Derivatives, Short Sales, Hedging and Pledges			26

Directors’ Compensation			27
Director Compensation Program			27
2019 Directors’ Compensation			28

Securities Ownership			30
Directors and Executive Officers			30
5% Shareholders			32

Proposal 2 — Ratification of Independent Registered Public Accounting Firm			33
Selection of our Independent Registered Public Accounting Firm			33
Principal Accountant Fees and Services			34
Pre-Approval Policies and Procedures for Audit and Permitted9Non-Audit Services			34
Audit Committee Report			35

Compensation Discussion and Analysis			37
Compensation Committee Report			59

IFF|2019 PROXY STATEMENTv

LOGO

Proposal 1 Election of Directors

Our Current Board

Our Board of Directors (“Board”) currently has twelve members. Dr. Buck, who has served on our Board since 2007, will retire from our Board at the 2020 Annual Meeting. Following the 2020 Annual Meeting, the size of our Board will be reduced to eleven members. Upon the recommendation of the Nominating and Governance Committee, our Board has nominated the following current directors for election at the 2020 Annual Meeting, each for aone-year term that expires at the 2021 Annual Meeting:

Director Nominee Experience and Qualifications

Board Membership Criteria and Selection

Our Certificate of Incorporation provides that we have at least six but not more than 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 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 as our business evolves 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:

judgment, character, expertise, skills and knowledge useful to the oversight of our business;

diversity of viewpoints, backgrounds, experiences and other demographics;

business or other relevant experience; and

the extent to which the interplay of the candidate’s expertise, skills, knowledge and experience with that of other Board members will build a Board that is effective, collegial and responsive to our needs and to the requirements and standards of the New York Stock Exchange (“NYSE”) and the Securities and Exchange Commission (“SEC”).

Proposed director candidates who satisfy the criteria 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 also engages 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

IFF | 2020 PROXY STATEMENT 1

PROPOSAL1 — ELECTION OF DIRECTORS

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 has the experience, skills and qualities to fully perform his or her duties as a director and to contribute to our success. Each of our nominees is being nominated because he or she adheres to the highest standards of personal integrity and possesses excellent interpersonal and communication skills, is highly accomplished in his or her field, has an understanding of the interests and issues that are important to our shareholders and is able to dedicate sufficient time to fulfilling his or her obligations as a director. Our nominees as a group complement each other and each other’s respective experiences, skills and qualities.

Andreas Fibig

Chairman and CEO, IFF

	2011		58
Christina Gold Former CEO, The Western Union Company		2013		72	•	•
Katherine M. Hudson Former CEO, Brady Corporation		2008		73	•	•
Dale F. Morrison (Lead Director) Founding Partner of Twin Ridge Capital Management		2011		71	•	•	•
Dr. Li-Huei Tsai Professor and Director, Picower Institute for Learning and Memory		2019		60	•	•
Stephen Williamson Senior Vice President and CFO, Thermo Fisher Scientific		2017		53	•

Committee Chair Financial Expert

Skills and Qualifications

~~Director Since:~~

~~2011~~

~~Chairman of the Board~~

~~Age:~~56

~~Business Experience~~

Mr. Fibig joined our Board in 2011 and has been our Chairman since December 2014 and Chief Executive Officer since September 2014. Previously, he served as President and Chairman of the Board of Management of Bayer HealthCare Pharmaceuticals, the pharmaceutical division of Bayer AG, from September 2008 to September 2014. Prior to that position, Mr. Fibig held a number of positions of increasing responsibility at Pfizer Inc., a research-based pharmaceutical company, including as Senior Vice President of the US Pharmaceutical Operations group from 2007 through 2008 and as President, Latin America, Africa and Middle East from 2006 through 2007. Mr. Fibig has been nominated for election to the Board of Novo Nordisk, a global healthcare company, for its March 2018 annual meeting.

~~Public Board Memberships~~

~~• Board of Bunge Limited, a leading agribusiness and food company with integrated operations, until the Bunge Limited May 2018 annual meeting~~

~~Additional Accomplishments and Memberships~~

~~• Executive Committee of the World Business Council for Sustainable Development, aCEO-led~~ ~~organization focused on creating a sustainable future for business, society and the environment~~

~~• German American Chamber of Commerce, Inc.~~

~~• German Academy of New York~~

~~Qualifications~~

Mr. Fibig’s prior work experience with pharmaceutical companies has provided him with extensive experience in international business, product development and strategic planning, which are directly translatable to his work as our Chairman and CEO.
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:

LOGO

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

IFF|2020 PROXY STATEMENTiii

PROXY STATEMENT SUMMARY

Proposal 2

Ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the 2020 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 2020 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 2019

10The Board recommends a vote FOR this proposal

Our Board recommends a vote “FOR” the advisory vote to approve executive compensation for the 2019 performance year.

See “Proposal 3 — Advisory Vote on Executive Compensation” on page 60 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.


What We Do				Significant portion of NEO compensation in the form ofat-risk variable compensation
				Variable compensation based on multiple performance metrics to encourage balanced incentives
				Appropriate mix of fixed and variable compensation to reward company, business unit and individual performance
				Majority of variable compensation awarded as equity-based awards
				Executive clawback policies to recoup cash and equity compensation upon certain triggering events
				Executives required to meet share retention guidelines
				Independent compensation consultant
				Annual risk assessment of compensation programs
What We Don’t Do				No taxgross-ups on severance payments
				No single-trigger vesting of cash or equity-based awards upon change in control
				No short-sales, hedging or pledging of our stock by our employees, officers or directors
				No fixed-duration employment agreements with executive officers
				No stock option/SAR repricing or exchange of underwater options or SARs for cash without shareholder approval

ivIFF|2020 PROXY STATEMENT

PROXY STATEMENT SUMMARY

TABLE OF CONTENTS


Proxy Statement Summary			i

Proposal 1 — Election of Directors			1
Our Current Board			1
Director Nominee Experience and Qualifications			1
Nominees for Director			4

Corporate Governance			15
Code of Business Conduct and Ethics			15
Shareholder Engagement			15
Corporate Governance Guidelines			15
Environmental, Social and Governance Initiatives			15
Independence of Directors			16
Board Leadership Structure			17
Board Committees			18
Board and Committee Meetings			18
Audit Committee			19
Compensation Committee			20
Nominating and Governance Committee			22
Board and Committee Assessment Process			22
Succession Planning			23
Risk Management Oversight			23
Related Person Transactions and Other Information			24
Share Retention Policy			25
Equity Grant Policy			26
Policy Regarding Derivatives, Short Sales, Hedging and Pledges			26

Directors’ Compensation			27
Director Compensation Program			27
2019 Directors’ Compensation			28

Securities Ownership			30
Directors and Executive Officers			30
5% Shareholders			32

Proposal 2 — Ratification of Independent Registered Public Accounting Firm			33
Selection of our Independent Registered Public Accounting Firm			33
Principal Accountant Fees and Services			34
Pre-Approval Policies and Procedures for Audit and PermittedNon-Audit Services			34
Audit Committee Report			35

Compensation Discussion and Analysis			37
Compensation Committee Report			59

IFF|2019 PROXY STATEMENTv

LOGO

Proposal 1 Election of Directors

Our Current Board

Director Nominee Experience and Qualifications

Board Membership Criteria and Selection

judgment, character, expertise, skills and knowledge useful to the oversight of our business;

diversity of viewpoints, backgrounds, experiences and other demographics;

business or other relevant experience; and

IFF | 2020 PROXY STATEMENT 1

PROPOSAL1 — ELECTION OF DIRECTORS

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. In 2020, our Board made the determination to eliminate the restriction on the number of full annual terms that a director may serve, as the Board believes its annual review of director experience, skills and qualities, and the Board’s annual self-evaluation process, are better tools for ensuring Board refreshment.

We Strive for a Balanced and Diverse Board

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

2IFF|2020 PROXY STATEMENT

PROPOSAL1 — ELECTION OF DIRECTORS

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 may 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 eligible shareholder (or group of up to 20 eligible shareholders) who owns shares representing at least 3% of our outstanding shares, and has held the shares for at least 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 annually 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 is 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

has a material change in employment,

has a significant change in personal circumstances which may adversely affect his or her reputation, or the reputation of the Company, or

intends to join the board of anotherfor-profit company,

so that the Nominating and Governance Committee can review the change and make a recommendation to the full Board regarding the director’s continued service. Such resignation becomes effective only upon acceptance by the Board.

YOUR BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF

EACH OF THE DIRECTOR NOMINEES.

IFF|2020 PROXY STATEMENT3

PROPOSAL1 — ELECTION OF DIRECTORS

Nominees for Director

Marcello V. Bottoli

LOGO

Director Since:

2007

Committees:

~~Christina Gold~~

~~Director Since:~~

~~2013~~

~~Committees:~~

~~• Compensation~~

~~• Nominating and Governance (Chair)~~

~~Age:~~70

~~Business Experience~~

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 and~~e-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.

~~IFF~~ ~~| 2018 PROXY STATEMENT~~ 11

~~PROPOSAL~~1 ~~— ELECTION OF DIRECTORS~~ • Audit

Age:58

Business Experience

An Italian national with extensive international experience, Mr. Bottoli is a Partner at Es Vedra Capital Advisors LLP, an advisory and investment firm dedicated to venture capital and growth equity. Since October 2019, Mr. Bottoli also serves as Managing Partner of EVCP Growth Equity LLP, a U.K. based advisory company to EVCP Growth Equity GP II S.a.r.l., a private equity fund with a focus on consumer lifestyle companies. Previously, Mr. Bottoli was an Operating Partner at Boston-based Advent International, a private equity firm, between 2010 and 2015. Mr. Bottoli also served as Interim Chief Executive Officer of Pandora A/S, a designer, manufacturer and marketer of hand-finished and modern jewelry, from August 2011 until March 2012. Mr. Bottoli served as President and Chief Executive Officer of Samsonite Inc., a luggage manufacturer and distributor, from March 2004 through January 2009, and President and Chief Executive Officer of Louis Vuitton Malletier, a manufacturer and retailer of luxury handbags and accessories, from 2001 through 2002. Previously, Mr. Bottoli held a number of roles with Benckiser N.V., and then Reckitt Benckiser plc, a home, health and personal care products company, following the merger of Benckiser with Reckitt & Colman Ltd.

Public Board Memberships

• Pandora A/S, a designer, manufacturer and marketer of hand-finished and contemporary jewelry, from 2010 to 2014

• True Religion Apparel, Inc., a California-based fashion jeans, sportswear and accessory manufacturer and retailer, from 2009 to 2013

Additional Accomplishments and Memberships

• Chairman of the board of Pharmafortune Group Limited, a pharmaceuticals and biotechnology manufacturer

• Chairman of the board of ePizza S.p.A., holder of Domino’s Pizza master franchise rights in Italy

• Board of Pelostop S.A., a beauty services retailer based in Spain

• Board of FaceGym Ltd., a beauty services retailer based in London

• Board of Il Bisonte S.p.A., a leather goods retailer based in Italy from 2015 to 2018

• Board of Desigual, an international fashion retailer based in Spain from 2014 to 2018

• Advisory Board of Aldo Group, a Canadian footwear retailer from 2013 to 2018

~~Katherine M. Hudson~~• Board of Ratti S.p.A., an Italian manufacturer ofhigh-end fabrics and textiles for the fashion industry from 2003 to 2010

Qualifications

Mr. Bottoli brings to our Board his experience as a chief executive and as an investor, with an emphasis on consumer products, strategic insights and marketing. In addition, his experience with strategic transactions, M&A and integrations has enabled Mr. Bottoli to provide many insights and contributions to our Board.

~~Director Since:~~

~~2008~~

~~Committees:~~

~~• Compensation~~

~~Age:~~71

~~Business Experience~~

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.

~~Public Board Memberships~~

•~~Charming Shoppes, Inc., a woman’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, from 1994 to 1997~~

4IFF | 2020 PROXY STATEMENT

PROPOSAL1 — ELECTION OF DIRECTORS

Michael L. Ducker

~~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 have translated to sound guidance to our Board on governance, supply chain, finance matters and information technology.

LOGO

Director Since:

2014

Committees:

• Compensation

Age:66

Business Experience

Mr. Ducker served as President and Chief Executive Officer of FedEx Freight from January 2015 – August 2018. In that role, he provided strategic direction for FedEx’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.

Public Board Memberships

• nVent Electric plc, a global provider of electrical connection and protection solutions

Additional Accomplishments and Memberships

• Executive Committee and 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 from 2014 to 2019

• Board of the American Transportation Research Institute from 2014 to 2019

• Board member of University of Mississippi Foundation

Qualifications

Mr. Ducker’s significant senior executive and international experience coupled with his extensive expertise in complex operations and logistics complements the strength of our Board. Mr. Ducker’s career with FedEx Freight provided him with knowledge of a number of important areas that assist our Board, including leadership, risk assessment and operational issues.

IFF|2020 PROXY STATEMENT5

PROPOSAL1 — ELECTION OF DIRECTORS

David R. Epstein

LOGO

Director Since:

2016

Committees:

• Nominating and Governance

Age:58

Business Experience

Mr. Epstein is an Executive Partner at Flagship Pioneering, a biotechnology venture creation firm focused on life sciences companies, where he has served since January 2017. Previously, Mr. Epstein served as Division Head and CEO of Novartis Pharmaceuticals, a division of Novartis AG, a Swiss multinational pharmaceutical company, from January 2010 until July 2016. In addition, Mr. Epstein was a member of Novartis’s Executive Committee. From September 2000 to February 2010, Mr. Epstein served as President and Chief Executive Officer of Novartis Oncology division. He joined Sandoz, the predecessor of Novartis, in 1989 and held various leadership positions of increasing responsibility, including Chief Operating Officer of Novartis Pharmaceuticals Corporation in the United States and Global Head of Novartis Specialty Medicines until August 2000. Before joining Sandoz, Mr. Epstein was an associate in the strategy practice of Booz Allen Hamilton, a consulting firm.

Public Board Memberships

• Chairman of the Board of Rubius Therapeutics, Inc., a company focused on the development of red cell therapeutics

• Chairman of Evelo Biosciences, a leading immuno-microbiome company

• Chairman of the Board of Axcella Health, Inc., a company focused on the development of products to treat multifactorial metabolic diseases

Additional Accomplishments and Memberships

• Board of Woolsey Pharmaceuticals, a biotechnology company with a focus on repurposed therapeutics

• Board of Integral Health, a biotechnology company focused on medicine

• Named by FierceBiotech as one of “The 25 most influential people in Biopharma”

Qualifications

Mr. Epstein’s extensive global business experience, deep understanding of life sciences and understanding of research and development initiatives provides valuable insights to our Board. We benefit from Mr. Epstein’s senior leadership experience and achievement in both business and the life sciences.

6IFF|2020 PROXY STATEMENT

PROPOSAL1 — ELECTION OF DIRECTORS

Roger W. Ferguson, Jr.

LOGO

Director Since:

2010

Committees:

• Compensation (Chair)

Age:68

Business Experience

Mr. Ferguson has been the President and Chief Executive Officer of TIAA (formerly TIAA-CREF) since 2008. Prior to joining TIAA, Mr. Ferguson served as Chairman of Swiss Re America Holding Corporation, a global insurance company, from 2006 to 2008. Mr. Ferguson served as Vice Chairman of the Board of Governors of the U.S. Federal Reserve System from 1999 to 2006. He represented the Federal Reserve on several international policy groups and served on key Federal Reserve System committees, including Payment System Oversight, Reserve Bank Operations and Supervision and Regulation. In addition, Mr. Ferguson led the Fed’s initial response on 9/11. From 1984 to 1997, Mr. Ferguson was an associate and partner at McKinsey & Company.

Public Board Memberships

• General Mills, Inc., a manufacturer and marketer of branded consumer foods

• Alphabet Inc., the parent holding company of Google Inc.

Additional Accomplishments and Memberships

12• Boards of a number of charitable andnon-governmental organizations, including the Institute for Advanced Study, Memorial Sloan Kettering Cancer Center and the Smithsonian Institution

• Chairman of The Conference Board

• Member of the Economic Club of New York

• Member of the Council on Foreign Relations

• Member of the Group of Thirty

~~IFF~~ ~~| 2018~~• Fellow of the American Academy of Arts and Sciences, andCo-Chair of the Academy’s Commission on the Future of Undergraduate Education

• Fellow of the American Philosophical Society

• Previous Chairman and Executive Committee Member of the Business-Higher Education Forum

Qualifications

Mr. Ferguson brings to our Board his sound business judgment, extensive knowledge of the financial services industry and regulatory experience. We benefit from Mr. Ferguson’s service as Chief Executive Officer of TIAA and his experience as a member of other public company boards, which provides him an enhanced perspective on issues applicable to our company.

IFF|2020 PROXY STATEMENT7

PROPOSAL1 — ELECTION OF DIRECTORS

John F. Ferraro

LOGO

Director Since:

2015

Committees:

• Audit (Chair)

Age:64

Business Experience

Mr. Ferraro was the Executive Vice President, Strategy and Sales of Aquilon Energy Services, a software company for the energy industry from February 2019 to July 2019. He was the Global 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 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.

Public Board Memberships

• Advance Auto Parts, Inc., an automotive aftermarket parts provider

• ManpowerGroup Inc., a global workforce solution and service provider

Additional Accomplishments and Memberships

• Member of the Global Executive Board of Ernst & Young from 2001-2002 and 2004-2014

• Founded the Audit Committee Leadership Network in 2003

• Member and former Chair of the Board of Trustees of Boston College High School

• Former Chair of the Board of Trustees of Marquette University

• Practiced as a CPA and is a member of the American Institute of Certified Public Accountants

Qualifications

8IFF|2020 PROXY STATEMENT

PROPOSAL1 — ELECTION OF DIRECTORS

Andreas Fibig

LOGO

Director Since:

2011

Chairman of the

Board

Age:58

Business Experience

Mr. Fibig joined our Board in 2011 and has been our Chairman and Chief Executive Officer since 2014. Previously, he served as President and Chairman of the Board of Management of Bayer HealthCare Pharmaceuticals, the pharmaceutical division of Bayer AG, from September 2008 to September 2014. Prior to that position, Mr. Fibig held a number of positions of increasing responsibility at Pfizer Inc., a research-based pharmaceutical company, including as Senior Vice President of the US Pharmaceutical Operations group from 2007 through 2008 and as President, Latin America, Africa and Middle East from 2006 through 2007.

Public Board Memberships

• Board of Novo Nordisk, a global healthcare company

• Board of Bunge Limited, a leading agribusiness and food company with integrated operations from September 2016 to May 2018

Additional Accomplishments and Memberships

• Executive Committee of the World Business Council for Sustainable Development, aCEO-led organization focused on creating a sustainable future for business, society and the environment

• Board member of the German American Chamber of Commerce, Inc.

• German Academy of New York

Qualifications

IFF|2020 PROXY STATEMENT9

PROPOSAL1 — ELECTION OF DIRECTORS

Christina Gold

LOGO

Director Since:

2013

Committees:

• Compensation

• Nominating and Governance (Chair)

Age:72

Business Experience

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

10IFF|2020 PROXY STATEMENT

PROPOSAL1 — ELECTION OF DIRECTORS

Katherine M. Hudson

LOGO

Director Since:

2008

Committees:

• Compensation

Age:73

Business Experience

As Chairperson, President and Chief Executive Officer of Brady Corporation, a global manufacturer of identification solutions and specialty industrial products, from 1994 until 2004. 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.

Public Board Memberships

• Charming Shoppes, Inc., a woman’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, from 1994 to 1997

Qualifications

IFF|2020 PROXY STATEMENT11

PROPOSAL1 — ELECTION OF DIRECTORS

Dale F. Morrison

LOGO

Director Since:

2011

Committees:

• Audit

• Compensation

• Nominating and Governance

Lead Director

Age:6971

Business Experience

Mr. Morrison ~~has been~~is a founding partner of ~~TriPointe~~Twin Ridge Capital ~~Partners,~~Management, a private equity firm, since ~~2011.~~2016. Prior to Twin Ridge, he founded TriPointe ~~he served from~~Capital Partners in 2011. From 2004 until 2011, Mr. Morrison served as the President and Chief Executive Officer of McCain Foods Limited, an international leader in the frozen food industry. A food industry veteran, his experience includes service as Chief Executive Officer and President of Campbell Soup Company, various roles at General Foods and PepsiCo and as an operating partner of Fenway Partners, a private equity firm.

Public Board Memberships

•InterContinental Hotels Group, an international hotel company

•Trane Inc. from 2005 to 2008

Additional Accomplishments and Memberships

•Non-Executive Chairman of the Center of Innovation at the University of North Dakota

• Board of Harvest/Sherwood, a food distribution company

•Non-Executive Chairman of Young’s, a frozen foods company

•~~Board of Harvest, a food distribution company~~ from 2012 to 2019

Qualifications

Mr. Morrison is a seasoned executive with strong consumer marketing, sales and international credentials and his knowledge of our customer base is very valuable to our Board. His experience in private equity and mergers and acquisitions is also an important asset for our Board.

12IFF|2020 PROXY STATEMENT

PROPOSAL1 — ELECTION OF DIRECTORS

Dr. Li-Huei Tsai

LOGO

Director Since:

2019

Committees:

• Compensation

Age:59

Business Experience

Dr. Li-Huei Tsai is Picower Professor and Director of the Picower Institute for Learning and Memory at the Massachusetts Institute of Technology. Previously,Li-Huei was an investigator at Howard Hughes Medical Institute. Ms. Tsai also served as a Professor at Harvard Medical School from 1994-2006. She holds a Ph.D. from the University of Texas Southwestern Medical Center at Dallas, and received postdoctoral training at Cold Spring Harbor laboratory and Massachusetts General Hospital.

Additional Accomplishments and Memberships

•Scientific Founder and Board member of Cognito Therapeutics

•Scientific Founder and Board member of Souvien Bio Ltd.

• Member of the National Academy of Medicine

Qualifications

Dr. Tsai’s research has provided key insights into neurological disorders that impact memory and cognitive function, and she has been the recipient of numerous awards. Her scientific knowledge is valuable to our innovation and R&D activities.

IFF| ~~2018~~2020 PROXY STATEMENT13

PROPOSAL1 — ELECTION OF DIRECTORS

Stephen Williamson

LOGO

Director Since:

2017

Committees:

• Audit

Age:5153

Business Experience

Mr. Williamson currently serves as Senior Vice President and Chief Financial Officer at Thermo Fisher Scientific, a leader in life sciences and healthcare technologies. Appointed to this role in August 2015, Mr. Williamson is responsible for the company’s finance, tax, treasury and investor relations functions.

He joined Thermo Fisher in 2001 as Vice President, European Financial Operations, based in the U.K., and oversaw its integration activities across Europe. In 2004, Mr. Williamson moved to the U.S. and held finance leadership roles for many of Thermo Fisher’s operating businesses. In 2008, he became Vice President of Financial Operations for the company and led the finance function supporting all businesses.

Prior to Thermo Fisher, Mr. Williamson served as Vice President and Chief Financial Officer, Asia Pacific for Honeywell International (formerly AlliedSignal) in Singapore and held other finance roles in corporate development and operational finance. He began his career with Price Waterhouse in the transaction support group and the audit practice, working in both London and New York.

Additional Accomplishments and Memberships

• Member of the Institute of Chartered Accountants of England and Wales

Qualifications

Mr. Williamson is an accomplished finance leader with extensive international senior management experience and he brings a deep understanding of the power of innovation and R&D as well as the value of M&A —– core components of IFF’s strategy. His deep understanding of complex, global businesses, 20 years of M&A experience and extensive financial insight adds considerable guidance to our Board and Audit Committee.

14IFF| ~~2018~~2020 PROXY STATEMENT

~~Code of Business Conduct and Ethics~~ LOGO

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 approximately~~two-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~~

~~The Board has adopted Corporate Governance Guidelines which set forth our governance principles relating to, among other things:~~

~~director independence;~~

~~director qualifications and responsibilities;~~

~~board and committee structure and meetings;~~

~~management succession; and~~

~~the CEO evaluation and succession process.~~

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:

~~such person is one of our employees; or~~

~~our Board has made a determination that the nomination of such person would be in the best interests of our Company and our shareholders.~~

A director’s first full annual term begins on the date he or she is first elected at an annual meeting of shareholders and continues until the next 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 shall submit his or her resignation as a director effective immediately prior to that year’s annual meeting of shareholders.

~~IFF~~ ~~| 2018 PROXY STATEMENT~~ 15

Corporate Governance

Code 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, as well as our Directors. Additionally, we have adopted a Code of Conduct for Directors and a Code of Conduct for Executive Officers (together with the Code of Ethics, the “Codes”). The Codes are available through the Investor—Leadership & Governance—Governance link on our website, www.iff.com.

~~CORPORATE GOVERNANCE~~ 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 2019, we interacted with our largest active shareholders, representing approximatelytwo-thirds of our outstanding shares. We believe that these engagements provide valuable feedback and this feedback is shared regularly with our Board and its relevant committees. As a result of 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

The Board has adopted Corporate Governance Guidelines which set forth our governance principles relating to, among other things:

director independence;

director qualifications and responsibilities;

board and committee structure and meetings;

management succession; and

the CEO evaluation and succession process.

In 2020, the Board revised its Corporate Governance Guidelines to eliminate the requirement fornon-employee directors to resign following his or her twelfth year of service, as the Board believes its annual review of director experience, skills and qualities, and the Board’s annual self-evaluation process, are better tools for ensuring Board refreshment.

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 Investor—Leadership & Governance—Governance link on our website, www.iff.com.

~~Sustainability~~Environmental, Social and Governance Initiatives

~~Sustainability is an important part of how~~Over the past several years, 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 inredefined the way we ~~design~~envision sustainability. Moving from the traditional “take-make-dispose” model, we have embraced the circular economy model—one that is restorative and ~~manufacture our products, and in the way we treat our employees as well as the communities in~~regenerative by design, which we ~~operate.~~believe is key in safeguarding the wellbeing of our consumers, the health of our planet and the integrity of our business.

IFF | 2020 PROXY STATEMENT 15

CORPORATE GOVERNANCE

Customers and consumers want to know if the products they are purchasing are responsibly sourced and environmentally conscious. Our sustainability vision and strategy are designed to meet these global trends, and we are committed to making progress at every opportunity. Following the Frutarom acquisition, we are working on assessing our combined environmental footprint with the intent of identifying synergies, gaps and opportunities in our sustainability efforts and upgrading the legacy Frutarom operations to better align them with the legacy IFF sustainability practices.

In ~~2017, IFF was named by CDP to the Climate “A” list~~line with our Vision 2021 strategy and our goal of redefining how we live in and care for the ~~third~~resources of our world, our sustainability goals include:

•

Reducing Our Environmental Footprint—we will seek to leverage synergies and manage our combined footprint to reduce our environmental impact.

•

Strengthening Responsible Sourcing—we will continue to assess our supply chain and seek to increase sustainable sourcing across our combined supply base.

•

Driving Sustainable Innovation—we will seek to embed sustainability into our products and processes.

•

Embracing People and Communities—we will seek to create a culture of diversity and inclusiveness while giving back to the communities where we source and operate.

•

Ethics and Compliance—we are committed to high standards of ethics, honesty and integrity and demonstrating respect for one another and those with whom we do business.

In 2019, we were recognized for our sustainability efforts with the 2019 “Industry Mover” award from SAM, a subsidiary of RobecoSAM which specializes in providing environmental, social and governance (ESG) data, benchmarks and ratings. The award acknowledges the Company’stop-scoring performance in economic, social and environmental categories. We also reconfirmed our commitment to mitigate climate change by signing the “UN’s Business Ambition for 1.5°C: Our Only Future” pledge, committing to set science-based emissions targets to limit global temperature rise to 1.5 degrees Celsius. In addition, among other distinctions, we were named to Barron’s 100 Most Sustainable Companies List for the second consecutive year, ~~as a reflection of~~recognizing our ~~leadership~~exceptional environmental, social and corporate governance performance.

We describe our environmental, social and governance programs and performance in ~~carbon management. CDP~~more detail in our annual sustainability report, which is posted on our website for investors, customers and suppliers. More information on our governance program can also ~~awarded IFF leadership status for our water management strategy. Additional achievements in 2017 included:~~

~~the industry’s first GreenCircle Certified Zero Waste to Landfill designation, at our South Brunswick, New Jersey manufacturing facility;~~

~~member of WBCSD’s Food Reform for Sustainability and Health (FReSH) initiative; and~~

~~Shubh Mint, a unique partnership with Mars Wrigley Confectionery to advance mint plant science and support mint farmers and their communities.~~

~~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.~~be found throughout this proxy statement.

Independence of Directors

~~Pursuant to our Corporate Governance Guidelines, the~~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 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 the 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:


Independent Directors
Marcello V. Bottoli		~~Christina Gold~~Roger W. Ferguson, Jr.

Dr. Linda Buck		~~Henry W. Howell, Jr.~~Christina Gold

Michael L. Ducker		Katherine M. Hudson

David R. Epstein		Dale F. Morrison

John F. Ferraro		~~Stephen Williamson~~Dr. Li-Huei Tsai
~~Roger W. Ferguson, Jr.~~Stephen Williamson

16IFF| ~~2018~~2020 PROXY STATEMENT

CORPORATE GOVERNANCE

In the ordinary course of business, transactions may occur between the Company or members of our senior management and entities with which some of our directors are or have been affiliated. ~~During 2017, in~~In connection with its evaluation of director independence, our Board reviewed transactions between the Company and any company where our directors or their family members serve 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, (ii)~~ in the ordinary course of business we purchase services from, and sell products and 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)~~(ii) one of our executive officers has purchased an immaterial interest in aco-investment vehicle managed by Mr. Bottoli. The Board determined that ~~none of~~ these transactions ~~impaired~~did not impair the independence of the respective director.

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.~~directors on an annual basis. Our current Lead Director is Mr. Morrison.

Duties of our Lead Director

Ø Presides at all meetings of the Board at which the Chairman and CEO is not present, including executive sessions of the independent directors, and provides prompt feedback regarding those meetings to the Chairman and CEO;

Ø ~~Approves and provides~~Provides suggestions for Board meeting agendas, with the involvement of the Chairman and CEO and input from other directors;

Ø Serves as liaison between the Chairman and CEO and the independent directors;

Ø Monitors, together with the Chair and CEO, significant issues occurring between Board meetings and assures Board involvement when appropriate; and

Ø Ensures, in consultation with the Chairman and CEO, the adequate and timely exchange of information between the management team and the Board.

IFF| ~~2018~~2020 PROXY STATEMENT17

CORPORATE GOVERNANCE

Board Committees

Our Board has an Audit Committee, a Compensation Committee and a Nominating and Governance Committee, each of which operates under a written charter adopted by the Board. Each Committee reviews its charter at least annually and recommends charter changes to the Board as appropriate. In ~~2017,~~2019, each of the Audit Committee, Compensation Committee and ~~the~~ Nominating and Governance Committee reviewed its charter, and amended it where appropriate. Each Committee charter provides that the Committee will annually review its performance, and each Committee reviewed and discussed its performance in ~~2017.~~2019. A current copy of each of the Audit Committee, Compensation Committee and Nominating and Governance Committee charters is available through the Investor—Leadership & Governance—Governance link on our website, www.iff.com.

The table below provides the current membership and chairperson for each of our Committees and identifies our current Lead Director.


Name	Audit	Compensation	Nominating and Governance	Lead Director
Marcello V. Bottoli	●

Dr. Linda Buck			●^*

Michael L. Ducker		●

David R. Epstein			●

Roger W. Ferguson, Jr.

John F. Ferraro

Christina Gold		●

~~Henry W. Howell, Jr.~~	●^*		●^*

Katherine M. Hudson		●

Dale F. Morrison	●	●	●	●

Dr. Li-Huei Tsai		●

Stephen Williamson	●

LOGO = Committee Chair

*= Effective as of the ~~2018~~2020 Annual Meeting, ~~Mr. Howell~~Dr. Buck will retire from the Board.

Board and Committee Meetings

Our Board held ~~six~~nine meetings during ~~2017.~~2019. The Audit Committee held seven meetings, the Compensation Committee held ~~five~~six meetings and the Nominating and Governance Committee held ~~six~~five meetings during ~~2017.~~2019. All incumbent directors attended at least 75% of the total Board and Committee meetings on which he or she served during ~~2017. All~~2019. Ten of our eleven directors who were serving on the day of last year’s annual meeting of shareholders attended that meeting. Under our Corporate Governance Guidelines, unless there are mitigating circumstances, such as medical, family or business emergencies, Board members ~~should~~ endeavor to participate in all Board meetings and all Committee meetings of which the director is a member and to attend our annual meeting of shareholders. Ournon-employee directors, all of whom are currently independent, meet in executive session, without the presence of any corporate officer or member of management, in conjunction with regular meetings of the Board and Committees.

18IFF| ~~2018~~2020 PROXY STATEMENT

CORPORATE GOVERNANCE

Audit Committee


Current Members:		Responsibilities

John F. Ferraro (Chair) Marcello V. Bottoli ~~Henry W. Howell, Jr.~~ Dale F. Morrison Stephen Williamson Meetings in ~~2017:~~2019: 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, including critical audit 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 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.

IFF| ~~2018~~2020 PROXY STATEMENT19

CORPORATE GOVERNANCE

Compensation Committee


Current Members:		Responsibilities

Roger W. Ferguson, Jr. (Chair) Michael Ducker Christina Gold Katherine M. Hudson Dale F. Morrison Li-Huei Tsai Meetings in ~~2017: 5~~2019: 6		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 approving the peer group companies for the purpose of benchmarking compensation and performance; • 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~~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”).

20IFF| ~~2018~~2020 PROXY STATEMENT

CORPORATE GOVERNANCE


		Role of Compensation Consultant.The Compensation Committee has the ~~sole~~ authority to retain compensation consultants or advisors to assist it in fulfilling its responsibilities, including evaluating CEO, executive andnon-employee director compensation, and in fulfilling its other responsibilities. From time to time, management also retains its own outside compensation consultants. In ~~2017,~~2019, the Committee directly engaged FWFrederic W. Cook & Co., Inc. (“FW Cook”) as its independent compensation consultant. FW Cook’s work with the Committee included analyses, advice, guidance and recommendations on executive compensation levels versus peers, market trends, ~~and~~ incentive plan ~~designs.~~designs and stock ownership guidelines. In addition, in ~~2017,~~2019, FW Cook conducted a review of our current peer group to ensure that it continues to serve as an appropriate benchmark (after the acquisition of Frutarom) for executive andnon-employee director compensation levels and ~~practices.~~practices for 2020. FW Cook also reviewed our executive pay for performance, our aggregate long-term incentive practices, and provided updates on executive compensation trends and developments. FW Cook will continue to work with the Committee to provide it with analyses, advice, guidance and recommendations on executive compensation levels versus peers, market trends and incentive plan designs. FW Cook was engaged exclusively by the Committee on executive and director compensation matters and does not have any other consulting arrangements with the Company. The Compensation Committee considered the independence of FW Cook and determined that no conflicts of interest exist.

		Role of ~~Management~~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 executives. The Compensation Committee combines this information with the recommendations and information from its independent compensation consultant.

		Our CEO, our ~~Executive Vice President,~~EVP, Chief Human Resources Officer (“CHRO”) and our ~~Executive Vice President,~~EVP, 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 CHRO, without the presence of any other members of senior management, actively participate in the compensation discussions of our ~~executives,~~executive officers and certain other members of senior management, 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~~Participation.. ~~None of~~ During the fiscal year ended December 31, 2019, Messrs. Ferguson, Ducker and Morrison, as well as Mmes. Gold, Hudson and Tsai served as members of the Compensation ~~Committee~~Committee. None of these directors was, ~~at any time~~ during ~~2017 or at any other time~~2019, an officer or employee of our Company, or was formerly an officer of our Company. ~~None~~There were no transactions in 2019 between us and any directors who served as Compensation Committee members for any part of 2019 that would require disclosure by us under SEC rules requiring disclosure of certain relationships and related party transactions. During 2019, none of our executive officers ~~serves~~served as a director of another entity, one of whose executive officers served on our Compensation Committee, and none of our executive officers served as a member of the ~~board of directors or~~ compensation committee of ~~any other~~another entity, ~~that has one or more~~whose executive officers ~~serving~~served as a member of our ~~Board or Compensation Committee.~~Board.

IFF| ~~2018~~2020 PROXY STATEMENT21

CORPORATE GOVERNANCE

Nominating and Governance Committee


Current Members:		Responsibilities

Christina Gold (Chair) Linda Buck David R. Epstein ~~Henry W. Howell, Jr.~~ Dale F. Morrison Meetings in ~~2017: 6~~2019: 5		The Nominating and Governance Committee’s responsibilities include: • developing and reviewing criteria for the selection of directors, and making recommendations to the Board ~~with respect thereto;~~regarding such criteria; • identifying qualified individuals to serve on the Board, reviewing the qualifications of director candidates and recommending to the Board the nominees to be proposed by the Board for election as directors at the annual meeting of shareholders; • reviewing the suitability of directors for continued service, including in case of a resignation tendered by a director following a change in employment or anticipated board memberships, and making recommendations to the Board with respect to their continued service; • reviewing director candidates recommended by shareholders for election; • establishing and reviewing policies pertaining to roles, responsibilities, tenure and removal of directors; • overseeing CEO succession planning; • developing and reviewing the Board and Board committee evaluation process; • overseeing the annual CEO evaluation process and ~~recommend~~recommending to the Board the annual performance goals for the CEO; • reviewing and recommending changes to our Corporate Governance Guidelines and monitoring corporate governance issues; and • reviewing and, if appropriate, approving transactions with related parties. *Delegation*.The Nominating and Governance Committee may, when it deems appropriate, delegate certain of its responsibilities to one or more Nominating and Governance Committee members or subcommittees. Independence The Board reviewed the background, experience and independence of the Nominating and Governance Committee members, and based on this review, the Board determined that each member of the Nominating and Governance Committee meets the independence requirements of the NYSE’s corporate governance listing standards.

22~~IFF~~ ~~| 2018 PROXY STATEMENT~~

~~CORPORATE GOVERNANCE~~

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

22IFF|2020 PROXY STATEMENT

CORPORATE GOVERNANCE

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~~summarizes and ~~review~~reviews the results with the ~~Board and each Board committee.~~Board.

Succession Planning

Our Board recognizes that one of its most important duties is to ensure excellence and continuity in our senior leadership by overseeing the development of executive talent and planning for the effective succession of our 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 also agrees upon and recommends to the Board a succession plan for our CEO, including in emergency situations. Our Board is committed to being prepared for a planned or unplanned change in our leadership in order to ensure our stability.

Risk Management Oversight

Board ~~Role~~and Committee Roles in Overseeing Risk

LOGO

IFF|2020 PROXY STATEMENT23

CORPORATE GOVERNANCE

Our Board is actively involved in the oversight of risks that could affect our Company and is responsible for overseeing and reviewing with management the Company’s enterprise-wide risks and the policies and practices established to manage such risks. It is the responsibility of the CEO and other senior management to manage the Company’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~~The Board exercises its risk oversight function both at the Board level and through delegation to its committees. The Board and its committees focus on operational risk, financial risk, regulatory risk, litigation risk, cybersecurity and information security risk, tax risk, credit risk, liquidity risk, compliance risk as well as our general risk management strategy, and how these risks are being managed. The Board receives updates on the Company’s risk through management’s enterprise risk management (“ERM”) program report to the Board, which includes management’s approach to mitigating and managing such risks. The Board also receives updates on the Company’s risk from its committees. Each of the Audit, Nominating and Governance and Compensation Committee are responsible for the oversight of risks relevant to their function (as described above) and regularly report to the Board. The Board believes that its risk oversight structure allows for open communication between the Board, its committees and management.

Management

Management maintains an ERM program which is designed to identify and assess our global risks and to develop steps to mitigate and manage risks. As part of its risk management practices, the Company has established a management risk committee chaired by the CFO and General Counsel and made up of key members of the Company’s management to integrate global risk activities (including cybersecurity, compliance, business and crisis management) and to ensure appropriate prioritization of resources and alignment across the Company. The Board receives regular reports on the ERM process and the Company’s risk mitigation ~~activities. The full Board focuses~~activities, including reports focused on ~~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 financial risks and the policies and practices established to manage such risks, and 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.

sustainability risks.

~~IFF~~ ~~| 2018 PROXY STATEMENT~~ 23

~~CORPORATE GOVERNANCE~~

Compensation Risks

In the fourth quarter of ~~2017,~~2019, 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 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 ~~2017,~~2019, 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 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 ~~2017,~~2019, there were no transactions and there are no currently proposed transactions in excess of $120,000 in which the Company was or will be a participant and in which any director or executive officer of the Company, any known 5% or greater shareholder of the Company or any immediate family member of any of the foregoing persons, had or will have a direct or indirect material interest as defined in Item 404(a) of RegulationS-K.

24IFF|2020 PROXY STATEMENT

CORPORATE GOVERNANCE

Related Person Transactions Policy

In accordance with SEC rules, our Board has adopted a written policy for the review and the approval of related person transactions. This policy is available through the Investor-Leadership & Governance-Governance link on our website, www.iff.com. Under the policy, a “related person” is specifically defined as an executive officer, a director, a director nominee, a beneficial owner of more than 5% of any class of voting securities, an immediate family member of any of the foregoing, or a controlled entity, which is defined as an entity owned or controlled by any of the foregoing or in which any such person serves as an officer or partner, or together with all of the foregoing persons, owns 5% or more equity interests. The policy defines a “related person transaction” as a transaction or series of transactions involving a related person and the Company, excluding employment arrangements involving an executive officer or other senior officer or employee of the Company and director compensation arrangements. The policy requires that any such transaction be approved or ratified by the 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:

the related person’s relationship to the Company and interest in the transaction;

the material facts of the transaction;

the benefits to the Company;

24~~IFF~~ ~~| 2018 PROXY STATEMENT~~

~~CORPORATE GOVERNANCE~~

the availability of alternate sources of comparable products or services and the terms of such alternative; and

an assessment as to whether the transaction is on terms comparable to the terms available to an unrelated third party or to employees generally.

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 by the Nominating and Governance Committee. In ~~2017,~~2019, there were no related person transactions presented under the policy.

~~Other Information~~

On August 5, 2008, 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 LLP until he retired in January 2015. Our Board took into consideration all factors regarding Mr. Ferraro’s character and experience and believes that he is a significant asset to the 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. In 2019, the Compensation Committee reviewed our Share Retention Policy with input from management and FW Cook, and approved changes to the policy.

Under our revised Share Retention Policy, each executive and director must retain shares of Company common stock at 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).

IFF|2020 PROXY STATEMENT25

CORPORATE GOVERNANCE

The targeted ownership levels for executives ~~are:~~

~~the lesser~~is a multiple of ~~shares equal in value to five times~~their base salary, ~~or 120,000 shares for~~depending on level. The multiples applicable to our ~~CEO,~~NEOs are as follows:

~~the lesser of shares equal in value to three times base salary or 35,000 shares for our CFO and Group Presidents, and~~

^○

six times base salary for our CEO;

~~the lesser of shares equal in value to two times base salary or 20,000 shares for other executives, including our General Counsel.~~

^○

three times base salary for our CFO and Divisional CEOs; and

^○

and two times base salary for our General Counsel.

If an executive or director does not meet the targeted ownership level, the executive or director may not sell or transfer any shares held in an equity, a deferred compensation or a retirement plan account provided by the Company, and the executive or director must retain such shares in such accounts until the targeted ownership level is met. For executives, if their retention requirement is not met, the executive is required to retain a portion of any shares of common stock acquired as a result of exercising any stock settled appreciation right (“SSAR”) or as a result of the vesting of restricted stock or a restricted stock unit (“RSU”) (after payment of any exercise price and taxes).

~~IFF~~ ~~| 2018 PROXY STATEMENT~~ 25

~~CORPORATE GOVERNANCE~~

As of March ~~7, 2018,~~10, 2020, all of our named executive officers and directors were in compliance with our Share Retention Policy. Additional detail regarding ownership of our common stock by our executive officers and directors is included in this proxy statement under the heading “Securities Ownership of Management, Directors and Certain Other Persons.”

Equity Grant Policy

The Compensation Committee has adopted an Equity Grant Policy with respect to the issuance of equity awards under our equity plans. Under the Equity Grant Policy, the Compensation Committee approves all equity awards to our ~~executives other~~executive officers (other than our ~~CEO,~~CEO) and certain other members of senior management, and our Board approves all equity awards to our CEO and to ournon-employee 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 awards 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” at other times during the year to new hires, ~~employees receiving~~for promotions, retention purposes, director appointments ~~and in~~or other special circumstances. The grant price of equity awards (other than LTIP awards) is the closing price of our common stock on the NYSE on the date of the grant 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 is the trailing~~20-day~~twenty-day ~~trailing~~ average closing price of our common stock on the NYSE as of the first trading day of the applicable LTIP ~~performance cycle.~~performance.

Policy Regarding Derivatives, Short Sales, Hedging and Pledges

Under our insider trading policy, directors and all employees, including our named executive officers, are prohibited from entering into transactions designed to hedge against economic risks associated with an investment in our common stock. These individuals may not trade in derivatives in our securities (such as put and call options), effect “short sales” of our common stock, or enter into monetization transactions or similar arrangements (such as prepaid variable forwards, equity swaps, collars or exchange funds) relating to our securities. These individuals are also prohibited from holding shares of our common stock in margin accounts or pledging shares of our common stock as collateral for a loan.

26IFF| ~~2018~~2020 PROXY STATEMENT

LOGO

Directors Compensation

Director Compensation Program

Annual Director Cash and Equity Compensation

Under ournon-employee director compensation program, for the service year from the ~~2017~~2019 Annual Meeting of Shareholders (the ~~“2017~~“2019 Annual Meeting”) to the ~~2018~~2020 Annual Meeting, eachnon-employee director received an annual retainer of ~~$235,000,~~$250,000, of which $112,500 was paid in cash and ~~$122,500~~$137,500 was paid in RSUs issued under our 2015 Stock Award and Incentive Plan (“2015 SAIP”) on the date of the ~~2017~~2019 Annual Meeting. These RSUs vest one year from the grant date and are subject to accelerated vesting upon a change in control. The ~~882~~997 RSUs granted to each director on the date of the ~~2017~~2019 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.

Compensation for our Lead Director and Committee Chairs

For the service year from the ~~2017~~2019 Annual Meeting to the ~~2018~~2020 Annual Meeting, the Lead Director received an additional annual cash retainer of ~~$20,000,~~$25,000, the Chair of the Audit Committee received an additional annual cash retainer of ~~$17,500,~~$20,000, the Chair of the Compensation Committee received an additional annual cash retainer of ~~$15,000~~$17,500 and the Chair of the Nominating and Governance Committee received an additional annual cash retainer of ~~$12,500.~~$15,000.

Participation in our Deferred Compensation Plan

Non-employee directors are eligible to participate in our Deferred Compensation Plan (“DCP”). A~~non-~~non-employee ~~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 “ExecutiveCompensation—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.

Additional 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, our current directors are eligible to participate in our Matching Gift Program. Under this program, we match, on a dollar for dollar basis, contributions made by directors to qualifying charitable organizations up to a maximum of $10,000 per person per year.

IFF | ~~2018~~2020 PROXY STATEMENT 27

~~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, ~~2017.~~2019.

~~2017~~2019 Directors’ Compensation


Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(2)(3)(4)		All Other Compensation ($)(5)		Total ($)		Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(2)(3)(4)		All Other Compensation ($)(5)		Total ($)
Marcello V. Bottoli	112,500		120,217		10,000		242,717	112,500		134,585		10,000		257,085
Dr. Linda Buck	112,500		120,217		—		232,717	112,500		134,585		0		247,085
Michael L. Ducker	112,500		120,217		—		232,717	112,500		134,585		10,000		257,085
David R. Epstein	112,500		120,217		10,000		242,717	112,500		134,585		10,000		257,085
Roger W. Ferguson, Jr.	127,500		120,217		—		247,717	130,000		134,585		0		264,585
John F. Ferraro	130,000		120,217		10,000		260,217	132,500		134,585		10,000		277,085
Christina Gold	129,178		120,217		10,000		259,395	127,593		134,585		10,000		272,178
Henry W. Howell, Jr.	112,500		120,217		10,000		242,717
Katherine M. Hudson	112,500		120,217		10,000		242,717	112,500		134,585		10,000		257,085
Dale F. Morrison	132,500		120,217		10,000		262,717	137,500		134,585		10,000		282,085
Dr. Li-Huei Tsai (6)								58,870		70,211		0		129,081
Stephen Williamson ~~(6)~~	84,760		90,021		—		174,781	112,500		134,585		10,000		257,085

(1)

The amounts in this column include (i) the annual cash retainer for service as anon-employee director, (ii) for certain directors, the annual cash retainer for service as Lead Director or as chairperson of a Board committee during ~~2017,~~2019, and (iii) nominal amounts of cash paid in lieu of fractional shares of common stock. Of the amounts in this column, the following amounts were deferred in ~~2017~~2019 under our DCP: Dr. ~~Buck - $112,500;~~Buck—$112,500; Mr. ~~Ducker - $112,500;~~Ducker—$112,500; Mr. ~~Epstein - $112,500;~~Epstein—$112,500; Mr. ~~Ferguson - $127,500;~~Ferguson—$130,000; Mr. ~~Ferraro - $130,000;~~Ferraro—$119,250; Ms. ~~Hudson - $112,500;~~Hudson—$112,500; Mr. ~~Morrison - $132,500~~Morrison—$137,500 and Mr. ~~Williamson - $84,760.~~Williamson—$112,500. Earnings in our DCP were not above-market or preferential and thus are not reported in this table.

(2)

The amounts in this column represent the aggregate grant date fair value of equity awards granted during the fiscal year ended December 31, ~~2017,~~2019, computed in accordance with FASB ASC Topic 718. Details on and assumptions used in calculating the grant date fair value of RSUs may be found in Note 1214 to our audited financial statements for the year ended December 31, ~~2017~~2019 included in our Annual Report on Form10-K filed with the SEC on ~~February 27, 2018.~~March 3, 2020.

(3)	Each director received a grant on May ~~3, 2017~~1, 2019 of ~~882~~997 RSUs under our 2015 SAIP. ~~Mr. Williamson, who joined our Board during 2017, received a grant of 669 RSUs on August 1, 2017.~~ None of our directors forfeited any RSUs or shares of deferred stock during ~~2017.~~2019.

(4)	As of December 31, ~~2017,~~2019, the following directors held the number of unvested RSUs and shares of deferred common stock indicated in the table below.


Director	RSUs		Deferred Stock		RSUs		Deferred Stock
Marcello V. Bottoli		882		16,727		997		19,247
Dr. Linda Buck		882		17,929		997		20,500
Michael L. Ducker		882		4,226		997		6,437
David R. Epstein		882		1,865		997		4,204
Roger W. Ferguson, Jr.		882		10,048		997		12,279
John F. Ferraro		882		1,927		997		3,807
Christina Gold		882		1,333		997		1,391
Henry W. Howell, Jr.		882		43,638
Katherine M. Hudson		882		18,581		997		22,106
Dale F. Morrison		882		14,624		997		19,119
Dr. Li-Huei Tsai (6)						591		—
Stephen Williamson		669		575		997		3,892

28IFF| ~~2018~~2020 PROXY STATEMENT

DIRECTORS’ COMPENSATION

The deferred shares, which are held under the DCP, result from deferral of vested equity grants, voluntary deferral of retainer fees or the
crediting of additional share units as a result of reinvestment of dividend equivalents. Deferred shares will be settled by delivery of common stock upon the director’s separation from service on the Board, or as otherwise elected by the director. All of the deferred shares are included for each director in the Beneficial Ownership Table.

(5)	The amounts in this column are contributions made by us under our Matching Gift Program to eligible charitable organizations matching contributions of the director to those charitable organizations during ~~2017.~~2019.

(6)	~~Mr. Williamson joined~~ Dr. Li-Huei Tsai received a cash retainerpro-rated for Board service. In addition, Dr. Tsai received apro-rated grant on November 1, 2019 of 591 RSUs under our ~~Board in August 2017.~~2015 SAIP.

IFF| ~~2018~~2020 PROXY STATEMENT29

~~Directors and Executive Officers~~ LOGO

The following table sets forth certain information regarding the beneficial ownership of our common stock as of March 7, 2018, by each current director, each director nominee, the persons named in the Summary Compensation Table in this proxy statement and all current directors and executive officers as a group. To our knowledge, except as otherwise indicated, beneficial ownership includes sole voting and dispositive power with respect to all shares.

Name and Address of Beneficial Owner (1)


Shares of
Common Stock
Beneficially
Owned (2)(3)


Percent of
Class**

Marcello V. Bottoli
   19,854   (4)    *
Dr. Linda Buck
   18,811   (5)    *
Anne Chwat
   48,340   (6)    *
Michael L. Ducker
   5,108   (7)    *
David R. Epstein
   2,747   (8)    *
Roger W. Ferguson, Jr.
   10,930   (9)    *
John F. Ferraro
   2,809 (10)    *
Andreas Fibig
   79,576 (11)    *
Christina Gold
   5,250 (12)    *
Matthias Haeni
   23,008 (13)    *
Henry W. Howell, Jr.
   45,718 (14)    *
Katherine M. Hudson
   21,963 (15)    *
Nicolas Mirzayantz
   49,027 (16)    *
Dale F. Morrison
   15,506 (17)    *
Richard O’ Leary
   21,263 (18)    *
Stephen Williamson
   575 (19)    *
All Directors and Executive Officers as a Group (19 persons)
   392,783 (20)    *

*	~~Less than 1%.~~

**	~~Based on 78,912,323 shares of common stock outstanding as of March 7, 2018.~~

~~(1)~~

~~Except as otherwise indicated, the address of each person named in the table is c/o International Flavors & Fragrances Inc., 521 West 57th Street, New York, New York 10019.~~

~~(2)~~

This column includes (i) shares held by our executive officers in our 401(k) Retirement Investment Fund Plan and (ii) shares of Purchased Restricted Stock (“PRS”) held by our executive officers. Shares of PRS are subject to vesting and may be forfeited if the executive officer’s employment is terminated.

~~(3)~~

In determining the number and percentage of shares beneficially owned by each person, shares that may be acquired by such person within 60 days after March 7, 2018 are deemed outstanding for purposes of determining the total number of outstanding shares for such person and are not deemed outstanding for such purpose for all other shareholders. Certain stock equivalent units held in the IFF Stock Fund under our DCP are premium stock equivalent units paid to executive officers that are subject to vesting and may be forfeited if the executive officer’s employment is terminated. To our knowledge, except as otherwise indicated, beneficial ownership includes sole voting and dispositive power with respect to all shares.

~~(4)~~

Includes (i) 1,100 shares held indirectly by a trust for which Mr. Bottoli is the settlor/grantor and Mr. Bottoli and two immediate family members are the beneficiaries, (ii) 16,727 stock equivalent units held in the IFF Stock Fund under our DCP and (iii) 882 shares issuable pursuant to RSUs that vest within 60 days after March 7, 2018 which Mr. Bottoli has elected to defer to our DCP.

30~~IFF~~ ~~| 2018 PROXY STATEMENT~~

Securities Ownership

Directors and Executive Officers

The following table sets forth certain information regarding the beneficial ownership of our common stock as of February 29, 2020, by each current director, each director nominee, the persons named in the Summary Compensation Table in this proxy statement and all current directors and executive officers as a group. To our knowledge, except as otherwise indicated, beneficial ownership includes sole voting and dispositive power with respect to all shares.


Name of Director / Officer	Shares of Common Stock Beneficially Owned (1)(2)			Percent of Class**
Marcello V. Bottoli		22,195	(3)	*
Dr. Linda Buck		20,269	(4)	*
Anne Chwat		54,210	(5)	*
Michael L. Ducker		6,436	(6)	*
David R. Epstein		4,203	(7)	*
Roger W. Ferguson, Jr.		12,141	(8)	*
John F. Ferraro		3,763	(9)	*
Andreas Fibig		127,598	(10)	*
Christina Gold		6,166	(11)	*
Matthias Haeni		41,496	(12)	*
Katherine M. Hudson		24,606	(13)	*
Nicolas Mirzayantz		38,658	(14)	*
Dale F. Morrison		23,128	(15)	*
Richard O’ Leary		29,133	(16)	*
Dr. Li-Huei Tsai		—	(17)	*
Stephen Williamson		3,891	(18)	*
All Directors and Executive Officers as a Group (20 persons)		452,924	(19)	*

*	Less than 1%.

**	Based on 106,802,194 shares of common stock outstanding as of February 29, 2020.

(1)	This column includes shares held by our executive officers in our 401(k) Retirement Investment Fund Plan.

(2)

In determining the number and percentage of shares beneficially owned by each person, shares that may be acquired by such person within 60 days after February 29, 2020 are deemed outstanding for purposes of determining the total number of outstanding shares for such person and are not deemed outstanding for such purpose for all other shareholders. Certain stock equivalent units held in the IFF Stock Fund under our DCP are premium stock equivalent units paid to executive officers that are subject to vesting and may be forfeited if the executive officer’s employment is terminated. To our knowledge, except as otherwise indicated, beneficial ownership includes sole voting and dispositive power with respect to all shares.

(3)	Represents (i) 19,030 stock equivalent units held in the IFF Stock Fund under our DCP and (ii) 1,100 shares held indirectly by a trust for which Mr. Bottoli is the settlor/grantor and Mr. Bottoli and three immediate family members are the beneficiaries.

(4)	Represents stock equivalent units held in the IFF Stock Fund under our DCP.

30IFF | 2020 PROXY STATEMENT

SECURITIES OWNERSHIP

(5)

Includes (i) 4,462 stock equivalent units held in the IFF Stock Fund under our DCP, (ii) 4,105 shares issuable pursuant to PRSUs that will vest within 60 days after February 29, 2020 and (iii) 499 shares earned under the completed 2017-2019 LTIP cycle that will be issued within 60 days of February 29, 2020.

(6)	Represents stock equivalent units held in the IFF Stock Fund under our DCP.

(7)	Represents stock equivalent units held in the IFF Stock Fund under our DCP.

(8)	Represents stock equivalent units held in the IFF Stock Fund under our DCP.

(9)	Represents stock equivalent units held in the IFF Stock Fund under our DCP.

(10)

Includes (i) ~~17,929~~54,196 stock equivalent units held in the IFF Stock Fund under our DCP, (ii) 7,203 shares issuable pursuant to RSUs and 8,643 shares issuable pursuant to PRSUs, each that vest within 60 days after February 29, 2020 and (iii) 3,503 shares earned under the completed 2017-2019 LTIP cycle that will be issued within 60 days of February 29, 2020.

(11)	Includes 1,375 stock equivalent units held in the IFF Stock Fund under our DCP.

(12)	Includes (i) 3,601 shares issuable pursuant to RSUs that vest within 60 days after February 29, 2020 and (ii) 877 shares earned under the completed 2017-2019 LTIP cycle that will be issued within 60 days of February 29, 2020.

(13)	Includes 22,106 stock equivalent units held in the IFF Stock Fund under our DCP.

(14)

Includes (i) 2,717 stock equivalent units held in the IFF Stock Fund under our DCP and (ii) ~~882~~5,186 shares issuable pursuant to ~~RSUs~~PRSUs that vest within 60 days after ~~March 7, 2018 which Ms. Buck elected to defer to our DCP.~~February 29, 2020 and (iii) 877 shares earned under the completed 2017-2019 LTIP cycle that will be issued within 60 days of February 29, 2020.

~~(6)~~(15)

Includes ~~(i) 6,840~~19,118 stock equivalent units held in the IFF Stock Fund under our ~~DCP and (ii) 1,679 shares earned under the completed 2015-2017 LTIP cycle that will be issued within 60 days of March 7, 2018.~~DCP.

~~(7)~~(16)

Represents (i) 4,226 stock equivalent units held in the IFF Stock Fund under our DCP and (ii) 882 shares pursuant to RSUs that will vest within 60 days after March 7, 2018 which Mr. Ducker has elected to defer to our DCP.

~~(8)~~

Represents (i) 1,865 stock equivalent units held in the IFF Stock Fund under our DCP and (ii) 882 shares pursuant to RSUs that will vest within 60 days after March 7, 2018 which Mr. Epstein has elected to defer to our DCP.

~~(9)~~

Represents (i) 10,048 stock equivalent units held in the IFF Stock Fund under our DCP and (ii) 882 shares issuable pursuant to RSUs that vest within 60 days after March 7, 2018 which Mr. Ferguson has elected to defer to our DCP.

~~(10)~~

Represents (i) 1,927 stock equivalent units held in the IFF Stock Fund under our DCP and (ii) 882 shares issuable pursuant to RSUs that will vest within 60 days after March 7, 2018 which Mr. Ferraro has elected to defer to our DCP.

~~(11)~~

Includes (i) ~~22,528~~5,144 stock equivalent units held in the IFF Stock Fund under our DCP, (ii) ~~7,620~~3,457 shares issuable pursuant to ~~RSUs~~PRSUs that vest within 60 days after ~~March 7, 2018~~February 29, 2020 and (iii) ~~12,022~~877 shares earned under the completed ~~2015-2017~~2017-2019 LTIP cycle that will be issued within 60 days of ~~March 7, 2018.~~February 29, 2020.

~~(12)~~(17)

~~Includes (i) 1,333~~

Dr. Tsai joined the Board on October 29, 2019.

(18)	Represents stock equivalent units held in the IFF Stock Fund under our ~~DCP and (ii) 882 shares issuable pursuant to RSUs that vest within 60 days after March 7, 2018.~~

DCP.

~~(13)~~

~~Includes 3,006 shares earned under the completed 2015-2017 LTIP cycle that will be issued within 60 days of March 7, 2018.~~

~~(14)~~

~~Includes (i) 43,081 stock equivalent units held in the IFF Stock Fund under our DCP and (ii) 882 shares issuable pursuant to RSUs that vest within 60 days after March 7, 2018.~~

~~(15)~~

Includes (i) 18,581 stock equivalent units held in the IFF Stock Fund under our DCP and (ii) 882 shares issuable pursuant to RSUs that vest within 60 days after March 7, 2018 which Ms. Hudson has elected to defer to our DCP.

~~(16)~~

Includes (i) 2,212 stock equivalent units held in the IFF Stock Fund under our DCP and (ii) 3,006 shares earned under the completed 2015-2017 LTIP cycle that will be issued within 60 days of March 7, 2018.

~~(17)~~

Includes (i) 14,624 stock equivalent units held in the IFF Stock Fund under our DCP and (ii) 882 shares issuable pursuant to RSUs that vest within 60 days after March 7, 2018 which Mr. Morrison has elected to defer to our DCP.

~~(18)~~

Includes (i) 2,601 stock equivalent units held in the IFF Stock Fund under our DCP and (ii) 1,176 shares earned under the completed 2015-2017 LTIP cycle that will be issued within 60 days of March 7, 2018.

(19)	~~Includes 575 stock equivalent units held in the IFF Stock Fund under our DCP.~~

~~(20)~~

Includes an aggregate of (i) ~~165,097~~178,851 stock equivalent units held in the IFF Stock Fund under our DCP, (ii) ~~16,440~~25,949 shares issuable pursuant to PRSUs that vest within 60 days after February 29, 2020, (iii) 15,467 shares issuable pursuant to RSUs that vest within 60 days after ~~March 7, 2018,~~February 29, 2020 and ~~(iii) 23,248~~(iv) 7,844 shares earned under the completed ~~2015-2017~~2017-2019 LTIP cycle that will be issued within 60 days after ~~March 7, 2018.~~February 29, 2020.

IFF| ~~2018~~2020 PROXY STATEMENT31

SECURITIES OWNERSHIP

5% Shareholders

The following table sets forth information regarding each person known by us to be the beneficial owner of more than 5% of our outstanding common stock, as of ~~March 7, 2018,~~February 29, 2020, based on a review of filings with the SEC. Unless otherwise indicated, beneficial ownership is direct.


Name and Address of Beneficial Owner	Number of Shares and Nature of Beneficial Ownership			Percent of Class*			Number of Shares and Nature of Beneficial Ownership			Percent of Class*
Winder Investment Pte Ltd #03-00 8 Robinson Road, ASO Building Singapore 048544		10,420,193	(1)		13.2	%
Winder Investment Pte Ltd and related persons 17-01 6 Battery Road Singapore 049909								22,983,059	(1)		21.5	%
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355		8,968,346	(2)		11.4	%		12,872,747	(2)		12.1	%
BlackRock, Inc. 55 East 52nd Street New York, NY 10055		5,289,706	(3)		6.7	%		7,693,712	(3)		7.2	%
AllianceBernstein L.P. 1345 Avenue of the Americas New York, NY 10105								5,494,313	(4)		5.1	%

*	Based on ~~78,912,323~~106,802,194 shares of common stock outstanding as of ~~March 7, 2018.~~February 29, 2020.

(1)

This amount is based on (i) Amendment No. 1 to Schedule 13D filed with the SEC on February 27, 2020 by Winder Investment Pte Ltd (“Winder”), Freemont Capital Pte. Ltd (“Freemont”) and Haldor Foundation (“Haldor”) and (ii) a Form 4 filed with the SEC on March 3, 2020 . These shares are held of record by Winder, and the amount includes 927,193 shares of common stock that would be issued upon voluntary settlement of 2,958,500 purchase contracts held by Winder. Winder is a wholly owned subsidiary of Freemont, and Freemont is a wholly owned subsidiary of Haldor. By virtue of such relationships, Freemont and Winder may be deemed to beneficially own the shares held of record by Winder.

(2)	This amount is based solely on Amendment No. 311 to Schedule 13G filed with the SEC on February ~~14, 2018 by Winder Investment Pte Ltd. Winder Investment has the sole power to vote or direct the vote and the sole power to dispose of or direct the disposition of these shares.~~

~~(2)~~

~~This amount is based solely on Amendment No. 9 to Schedule 13G filed with the SEC on February 9, 2018~~12, 2020 by The Vanguard Group. Of these shares, The Vanguard Group has the (i) sole power to vote or direct the vote with respect to ~~113,056~~155,129 of these shares, (ii) shared power to vote or direct the vote with respect to ~~16,763~~33,280 of these shares, (iii) sole power to dispose or direct the disposition of ~~8,840,684~~12,692,579 of these shares, and (iv) shared power to dispose or direct the disposition of ~~127,662~~180,168 of these shares.

(3)

This amount is based solely on Amendment No. 810 to Schedule 13G filed with the SEC on February ~~8, 2018~~10, 2020 by BlackRock, Inc. Of these shares, BlackRock has the (i) sole power to vote or direct the vote with respect to ~~4,544,791~~6,544,879 of these shares and (ii) sole power to dispose or direct the disposition of ~~5,289,706~~7,693,712 of these shares.

(4)

This amount is based solely on Schedule 13G filed with the SEC on February 18, 2020 by AllianceBernstein L.P. Of these shares, AllianceBernstein has the (i) sole power to vote or direct the vote with respect to 4,015,956 of these shares, (ii) sole power to dispose or direct the disposition of 5,485,709 of these shares, and (iii) shared power to dispose or direct the disposition of 8,604 of these shares.

32IFF| ~~2018~~2020 PROXY STATEMENT

LOGO

Proposal 2 Ratification of Independent Registered Public Accounting Firm

Selection of our Independent Registered Public Accounting Firm

The Audit Committee of our Board is directly responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm. To execute this responsibility, the Audit Committee engages in a comprehensive annual evaluation of the independent registered public accounting firm’s qualifications, performance and independence to determine whether the independent registered public accounting firm should be rotated, and considers the advisability and potential impact of selecting a different independent registered public accounting firm.

The Audit Committee has selected PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for ~~2018,~~2020, and our Board has directed that our management submit that selection for ratification by our shareholders at the ~~2018~~2020 Annual Meeting. PwC has been retained as our external auditor continuously since 1957. In connection with the selection of PwC, the Audit Committee annually reviews and negotiates the terms of the engagement letter entered into with PwC. This letter sets forth important terms regarding the scope of the engagement, associated fees, payment terms, responsibilities of each party and the election of the parties to be subject to binding arbitration in the case of any dispute.

In accordance with SEC rules and PwC policies, audit partners are subject to rotation requirements to limit the number of consecutive years an individual partner may provide audit service to our Company. For lead and quality review audit partners, the maximum number of consecutive years of service in that capacity is five years. The process for selection of our lead audit partner pursuant to this rotation policy involves a meeting between the Chair of the Audit Committee and the candidate for the role, as well as discussion by the full Audit Committee and management.

The Audit Committee and the Board believe that the continued retention of PwC as our independent registered public accounting firm is in the best interest of the Company and our shareholders, and we are asking our shareholders to ratify the selection of PwC as our independent registered public accounting firm for ~~2018.~~2020. Although ratification is not required by ourBy-Laws or otherwise, we are submitting the selection of PwC to our shareholders for ratification because we value our shareholders’ views on our Company’s independent registered public accounting firm and as a matter of good corporate governance. The Audit Committee will consider the outcome of our shareholders’ vote in connection with the Audit Committee’s selection of our independent registered public accounting firm in the next fiscal year, but is not bound by the shareholders’ vote. Even if the selection is ratified, the Audit Committee may, in its discretion, direct the appointment of a different independent registered public accounting firm at any time if it determines that a change would be in the best interests of our Company and our shareholders.

Representatives of PwC are expected to attend the ~~2018~~2020 Annual Meeting, where they will be available to respond to questions and, if they desire, to make a statement.

IFF | ~~2018~~2020 PROXY STATEMENT 33

~~Proposal 2 – Ratification of Independent Registered Public Accounting Firm~~

PROPOSAL 2 — RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Principal Accountant Fees and Services

The following table provides detail about fees for professional services rendered by PwC for the years ended December 31, ~~2017~~2019 and December 31, ~~2016.~~2018.

2017

2016

2019

2018

Audit Fees (1)

6,501,799

5,269,019

9,470,541

8,902,295

Audit-Related Fees (2)

69,140

133,035

59,656

183,160

Tax Fees (3)

Tax Compliance

—

12,000

319,600

189,626

Other Tax Services

391,107

500,000

—

1,258,333

All Other Fees (4)

9,015

11,781

10,899

9,260

Total

6,971,061

5,925,835

9,860,696

10,542,674

(1)

Audit Fees were for professional services rendered for audits of our consolidated financial statements and statutory and subsidiary audits, consents and review of reports filed with the SEC and consultations concerning financial accounting and reporting standards. Audit Fees also included the fees associated with an annual audit of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002, integrated with the audit of our annual financial statements.

(2)

Audit-Related Fees were for services related to review of certain governance, risk and compliance procedures and other local statutory requirements.

(3)

Tax Compliance services consisted of fees related to tax compliance professional services incurred with respect to the acquisition and integration of Frutarom, preparation of tax returns, assistance with tax audits and appeals, indirect taxes, expatriate tax compliance services and transfer pricing services. Other Tax Services consisted of tax planning and tax advisory services.

(4)

All Other Fees were for software licenses and other professional services.

Pre-Approval Policies and Procedures for Audit and PermittedNon-Audit Services

Consistent with requirements of the SEC and the Public Company Accounting Oversight Board (PCAOB) regarding auditor independence, the Audit Committee has responsibility for:

appointing,

negotiating, and setting the compensation of, and

overseeing the performance of, the independent registered public accounting firm.

In recognition of this responsibility, the Audit Committee has established policies and procedures topre-approve all audit andnon-audit services to be provided by the independent registered public accounting firm to our Company by category, including audit-related services, tax services and other permittednon-audit services. Under the policy, the Audit Committeepre-approves all services obtained from our independent registered public accounting firm by category of service, including a review of specific services to be performed, fees expected to be incurred within each category of service and the potential impact of such services on auditor independence. The term of anypre-approval is for the ~~financial year, unless the Audit Committee specifically provides for a different period in thepre-approval.~~

34IFF| ~~2018~~2020 PROXY STATEMENT

PROPOSAL 2 — RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

financial year, unless the Audit Committee specifically provides for a different period in thepre-approval.If it becomes necessary to engage the independent registered public accounting firm for additional services not contemplated in the originalpre-approval, the Audit Committee requires separatepre-approval before engaging the independent registered public accounting firm. To facilitate the process, the policy delegatespre-approval authority to the Audit Committee chairperson topre-approve services up to ~~$20,000,~~$50,000, and the Audit Committee may also delegate authority to one or more of its members topre-approve services. The Audit Committee member to whom such authority is delegated must report, for informational purposes, anypre-approval decisions to the Audit Committee at its next scheduled meeting.

All services rendered by PwC to our Company are permissible under applicable laws and regulations. During ~~2017,~~2019, all services performed by PwC which were subject to the SEC’spre-approval requirements were approved by the Audit Committee in accordance with the Audit Committee’spre-approval policy in effect during ~~2017.~~2019.

Audit Committee Report

The Audit Committee (“we,” “us” or the “Committee”) operates in accordance with a written charter, which was adopted by the Board. A copy of that charter is available through the Investor—Leadership & Governance—Governance link on the Company’s website at www.iff.com. The Committee is composed of ~~five~~four directors whom the Board has determined are “independent,” as required by the applicable listing standards of the NYSE and the rules of the SEC, and whom qualify as “audit committee financial experts” as defined by the rules of the SEC.

Management has the primary responsibility for the financial statements and the reporting process, including internal control over financial reporting and disclosure controls and procedures designed to ensure compliance with accounting standards and applicable laws and regulations. The Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP (“PwC”), is responsible for performing an integrated audit of the Company’s financial statements and internal control over financial reporting in accordance with the auditing standards of the Public Company Accounting Oversight Board (“PCAOB”).

The Committee oversees the Company’s financial reporting process and internal control structure on behalf of the Board. We met seven times during ~~2017,~~2019, including meeting regularly with PwC and the Company’s internal auditor, both privately and with management present. For ~~2017,~~2019, we have reviewed and discussed the Company’s audited financial statements with management. We have reviewed and discussed with management its process for preparing its report on its assessment of the Company’s internal control over financial reporting, and at regular intervals we received updates on the status of this process and actions taken by management to respond to issues and deficiencies identified. We discussed with PwC its audit of the financial statements and of the Company’s internal control over financial reporting. We discussed with PwC and the Company’s internal auditor the overall scope and plans for their respective audits.

We have discussed with PwC the matters required to be discussed by the applicable requirements of the PCAOB ~~Auditing Standard No. 1301, Communications with Audit Committees.~~and the SEC. We also received the written disclosures and the letter from PwC as required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence, and discussed with PwC its independence. We concluded that PwC’s independence was not adversely affected by thenon-audit services provided by PwC, the majority of which consisted of audit-related, ~~and~~ tax compliance ~~services.~~and other tax services arising from our acquisition of Frutarom.

Based on the reviews and discussions referred to above, we recommended to the Board (and the Board subsequently approved our recommendation) that the audited financial statements be included in the Annual Report on Form10-K for the fiscal year ended December 31, ~~2017~~2019 filed with the SEC on ~~February 27, 2018.~~March 3, 2020.

IFF| ~~2018~~2020 PROXY STATEMENT35

PROPOSAL 2 — RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

In determining whether to retain PwC as the Company’s independent registered public accounting firm for the ~~2018~~2020 fiscal year, we took into consideration a number of factors, including:

the quality and effectiveness of PwC’s historical and recent performance on the Company’s audit;

the length of PwC’s tenure as the Company’s independent registered public accounting firm, and its familiarity with our business, accounting policies and practices, and internal control over financial reporting;

PwC’s capability, understanding and expertise in handling the breadth and complexity of our global operations;

the appropriateness of PwC’s fees and payment terms; and

PwC’s independence.

Based on this evaluation, we believe that it is in the best interests of the Company and its shareholders to retain PwC as the Company’s independent registered public accounting firm for ~~2018,~~2020, which the shareholders will be asked to ratify at the ~~2018~~2020 Annual Meeting of Shareholders.

Audit Committee

John F. Ferraro (Chair)

Marcello V. Bottoli

~~Henry W. Howell, Jr.~~

Dale F. Morrison

Stephen Williamson

YOUR BOARD RECOMMENDS A VOTE “FOR”

RATIFICATION OF PWC AS OUR INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM FOR ~~2018~~2020

36IFF| ~~2018~~2020 PROXY STATEMENT

LOGO

Compensation Discussion and Analysis

Reference Guide to our CD&A

This Compensation Discussion and Analysis, or CD&A, describes and analyzes our executive compensation philosophy and program in the context of the compensation paid during the last fiscal year to our chief executive officer, our chief financial officer and each of our three most highly compensated executive officers ~~during 2017~~ (collectively referred to as our NEOs). This CD&A is organized as follows:


Section		Page
Executive Summary		37
Compensation Philosophy		38
Compensation Governance		4140
Compensation Elements and Targeted Mix		4241
~~2017~~2019 Compensation		4342
Salaries		4342
Annual Incentive Plan		4342
Long-Term Incentive Plan		4847
Equity Choice Program		5250


Section		Page
Indirect Compensation		5453
Deferred Compensation Plan		5453
Executive Severance Policy		5453
Additional Benefits		5553
Compensation Setting Process		5655
Peer Group and Benchmarking		5756
Clawback Policy		5958
Tax Deductibility		5958
~~2018 Compensation Actions~~		59
Non-GAAP Reconciliation		59

As discussed in Proposal 3, we are conducting our annual Say on Pay vote that requests your approval of the compensation of our NEOs as described in this section and in the tables and accompanying narrative contained below under “Executive Compensation.” To assist you with this vote, please review our compensation philosophies, the design of our executive compensation programs and how, we believe, these programs have contributed to and are aligned with our performance.

2019 was a transformational year for IFF as we continued to take important steps to redefine our industry, including our integration of Frutarom and recently announced combination with DuPont Nutrition & Biosciences. We continued to achieve significant cost synergies from Frutarom well ahead of ouryear-one targets, and captured solid year one revenue synergies, demonstrating our broad operational strength. While we continued to execute on the integration of Frutarom and other strategic goals during 2019, our financial results reflected external challenges that we faced, including raw material cost increases and volume erosion with multinational customers. Consequently, while we believe we continue to be on pace to deliver on our long-term guidance to shareholders, the compensation paid to our NEOs for 2019 was significantly less than amounts paid during 2018.

Executive Summary

For ~~2017~~2019, our NEOs were:


Name		Title
Andreas Fibig		Chairman and CEO
Richard O’Leary		CFO¹
Nicolas Mirzayantz		~~Group President, Fragrances~~Divisional Chief Executive Officer, Scent
Matthias Haeni		~~Group President, Flavors~~Divisional Chief Executive Officer, Taste
Anne Chwat		General Counsel

¹	Richard O’Leary has transitioned to a new role - EVP, Integration Officer - and Rustom Jilla was appointed CFO effective as of January 20, 2020.

IFF | ~~2018~~2020 PROXY STATEMENT 37

~~Compensation Discussion and Analysis~~

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Philosophy

The core of our executive compensation philosophy is that our executives’ compensation should be linked to achievement of financial and operating performance metrics that build shareholder value over both the short- and long-term. As such, we consistently focus on the following key drivers of shareholder value maximization:

LOGO

Acquisitions Financial Results Return of Capital Increase Shareholder Value

We designed our compensation program to focus on elements that we believe will contribute to these shareholder value drivers. Our compensation program:

LOGO

38~~IFF~~ ~~| 2018 PROXY STATEMENT~~

~~Financial Results Acquisitions Dividends Share Repurchase Increase Shareholder Value~~ Is Variable and Tied to Value Creating Performance Metrics Reflects Each Executive's Level of Responsibility Shareholder Value Includes a Significant Equity Component ~~Shareholder Value Reflects Each Executive’s Level of Responsibility~~ Rewards Individual Performance and Contributions

38IFF|2020 PROXY STATEMENT

COMPENSATION DISCUSSION AND ANALYSIS

The design of our executive compensation program reflects our belief that ~~our~~ executive compensation should be (1) aligned with the achievement of financial and operational metrics for both our ~~company~~Company and the respective business function in which the executive serves and (2) tied to the total shareholder return delivered to our shareholders. The following illustrates how our ~~2017 executive~~CEO’s and other NEOs’ total direct compensation ~~program met these design objectives by tying~~is designed to tie a significant portion of ~~our executives’~~their compensation to variable and long-term goals:

~~Our 2017 NEO Compensation Reflects Our Overall 2017 Performance~~

During 2017, we achieved currency neutral growth in all of our key metrics. For the year, on a currency neutral basis, we achieved 9% sales growth, 5% adjusted operating profit growth, and 9% adjusted earnings per share growth. In addition, we delivered a three-year Total Shareholder Return at approximately the 70th percentile relative to the S&P 500. As a result of our financial and operational results, (1) our Annual Incentive Plan (“AIP”) achievement levels were approximately 110% for those executive officers evaluated at the corporate level, 92% for our Group President, Fragrances and 123% for our Group President, Flavors and (2) our 2015-2017 LTIP payout was approximately 123% of target.

~~IFF~~ ~~| 2018 PROXY STATEMENT~~ 39

LOGO CEO Target Opportunity Mix ~~Fixed vs.~~85% Variable 79% Variable ~~Short–Term v.~~ Long-Term ~~Long Term Cash v.~~75% Long-Term Equity

LOGO NEO Average (excluding CEO) Target Opportunity Mix ~~Fixed vs.~~71% Variable 70% Variable ~~Short-Term v.~~ Long-Term 77% Long-Term ~~Cash v.~~ Equity

Our 2019 NEO Compensation Reflects our 2019 Performance

While we increased sales and operating profit in 2019 on a dollar basis, we faced challenges that adversely affected the ~~COMPENSATION DISCUSSION AND ANALYSIS~~ top-line growth for each of the Taste, Scent and Frutarom business units and our consolidated results. For example, while we delivered 3% currency neutral sales growth, on a consolidated basis, we did not achieve our threshold currency neutral sales growth performance levels for the Taste, Scent or Frutarom business units or on a consolidated basis and the AIP payout for our NEOs for the year reflected this miss. Our executives pursued a variety of solutions to address thesetop-line challenges, such as focusing on operating expenses and approaches to moderate the impact of increased raw material costs and pressures on margins. As a result of these efforts, our Scent business delivered above target performance in operating profit and gross margin while our Taste business delivered results between threshold and target for gross margin and above target for working capital.

Our AIP payouts reflected these different results. NEOs evaluated at the corporate level received AIP payouts of approximately 25.5% of their respective target opportunity (which includes all three business

~~In 2017, we refreshed our Vision~~ IFF|2020 ~~strategy, which focuses on four pillars to drive differentiation, accelerate profitable growth, and increase shareholder value.~~

~~Vision 2020 Refreshed Strategy~~

~~Innovating Firsts~~

~~Win Where We~~
~~Compete~~

~~Become Our~~
~~Customers’~~
~~Partner of~~
~~Choice~~

~~Strengthen and~~
~~Expand the~~
~~Portfolio~~

Ø ~~Drive differentiation by leveraging existing expertise in key technologies and exploring prioritized innovation opportunity areas~~

Ø ~~Develop responsible products to meet the future needs of our customers and consumers~~

Ø~~Lead in key markets~~

Ø~~Achieve balanced growth in customer base~~

Ø~~Strengthen our position with multinational customers~~

Ø ~~Address the specialized needs of local and regional customers~~

Ø ~~Actively support our customers’ success~~

Ø ~~Achieve commercial excellence and service leadership~~

Ø ~~Become a marketing powerhouse~~

Ø ~~Maximize and expand our existing category mix to strengthen the Flavors and Fragrances core~~

Ø ~~Stretch into adjacencies by leveraging current acquisitions, while exploring new opportunities~~

Ø ~~Pursue partnerships and collaborations to drive new offerings and solutions~~

~~During 2017, we made significant progress on our Vision 2020 strategic objectives including:~~

~~Acquiring Fragrance Resources and PowderPure;~~

~~Continuing to grow sweetness and savory modulation portfolio sales by double-digits;~~

~~Growing encapsulation-related sales, led by Fabric Care and Personal Wash;~~

•

~~Launching Tastepoint~~^SM ~~to serve our dynamicmid-tier~~ ~~flavor customers;~~

~~Continuing strong growth in Cosmetic Active Ingredients;~~

~~Improving Middle East and Africa sales growth in both flavors and fragrances and expanding our Flavors site in Cairo to support growth in this key market;~~

~~Reaffirming our sustainability leadership with a CDP “A” climate list rating and EcoVadis “Gold” status; and~~

~~Joining FReSH, a project of the World Business Council on Sustainable Development, designed to accelerate transformational change in global food systems.~~

40~~IFF~~ ~~| 2018~~ PROXY STATEMENT39

COMPENSATION DISCUSSION AND ANALYSIS

~~During 2017, we paid $206 million in dividends~~units), our Divisional CEO, Taste received an AIP payout of approximately 23.3% of his target opportunity and our Divisional CEO, Scent received an AIP payout of approximately 75.7% of his target opportunity.

With respect to our ~~shareholders, increased~~LTIP awards, our quarterly dividend by 8% to $0.69 per share in August 2017, and repurchased approximately 459,000 shares of common stock for $58 million. The total payout ratio (total cash returned to shareholders in dividend payments and share repurchases compared to adjusted net income) was 56% of adjustedoverall net income ~~consistent with~~resulted in EP performance for 2019 below the threshold level established at the beginning of the three-year cycle and our ~~target range~~Total Shareholder Return relative to the S&P 500 for the three-year period ending in 2019 was below the 35th percentile threshold. Consequently, none of ~~50% to 60%.~~our NEOs earned any amounts under the outstanding LTIP cycles for our 2019 performance.

Compensation Governance

To ensure continued alignment of compensation with Company performance and the creation of shareholder value on a long-term, sustainable basis, we maintain strong compensation-related corporate governance policies.



What We Do		What We Don’t Do

	Pay for performance.A significant portion of the compensation for our NEOs is in the form ofat-risk variable compensation		No taxgross-upsfor severance ~~payments.~~payments

	Base variable compensation onmultiple performance metrics to encourage balanced focus		No single-trigger vesting of cash or equity-based awards upon change in control

	~~Provide~~Use anappropriate mix of fixed and variable compensation to reward ~~company,~~Company, business unit and individual performance		No short-sales, hedging or pledging of our stock by our employees, officers or directors

	Award a majority of variable compensationas equity-based awards		No fixed-duration employment agreementswith executive officers

	Maintainexecutiveclawback policiesto recoup cash and equity compensation upon certain triggering events		No stock option/SAR repricing or exchangeof underwater options or SARs for cash

	Require our executives tomeet share retention guidelines		No guaranteed pay increases or equity awards for NEOs

	Engage anindependent compensation consultant

	~~Engage in~~Conduct anannual risk assessment of our compensation programs

40IFF| ~~2018~~2020 PROXY STATEMENT41

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Elements and Targeted Mix

Our executive compensation program includes direct and indirect compensation elements.

We believe that direct compensation should be the principal form of compensation. The table below provides a brief description of the principal elements of direct compensation, whether such compensation is fixed or variable, and the compensation program objectives served by each element. From time to time, the Committee may also approve discretionary awards to executives in connection with their initial employment or for extraordinary individual performance, a significant contribution to the Company’s strategic objectives or retention purposes.



Element	Fixed or Variable	Primary Objective

Base Salary	Fixed Short-Term Cash	• To attract and retain executives by offering salary that is competitive with market opportunities and that recognizes each executive’s position, role, ~~responsibility,~~responsibilities, experience and individual contributions.

AIP award	Variable Short-Term Cash	• To motivate and reward the achievement of our annual financial performance objectives, including currency neutral sales growth, operating profit, gross margin and working capital.

~~LTIP~~Long-Term Incentive Plan (“LTIP”) award	Variable Long-Term ~~Equity~~ Cash and ~~Cash~~ Equity	• To motivate and reward efficient capital allocation, ~~and~~ annual profitability performance, deleveraging the Company and long-term shareholder value creation. • The 2017-2019 and 2018-2020 LTIP awards are measured by annual economic profit and ~~long-term shareholder value creation, measured~~ by ~~the cumulative~~ relative TSR performance ~~over rolling~~for the award’s applicable three-year ~~periods.~~period. • The 2019-2021 LTIP award is measured by cumulative net debt ratio and the relative TSR performance for the award’s three-year period. • To align executives’ interests with those of shareholders by paying 50% of the earned award in shares of our common stock (with the remaining 50% settled in cash) ~~and including relative TSR as a key measure of long-term performance.~~.

Equity Choice Program (“ECP”) award	Variable Long-Term Equity	• To align executives’ interests with the interests of shareholders through equity-based compensation. • To encourage direct investment in our Company. • To serve as an important retention tool. • To recognize individual contributions.

The Committee periodically reviews the mix between variable and fixed and short-term and long-term incentive compensation opportunities and between cash andnon-cash opportunities based on (1) benchmarking and other external data provided by our independent compensation consultant, (2) recommendations from our independent compensation consultant and (3) recommendations from our CEO and CHRO.

~~Our indirect~~ When reviewing and setting compensation ~~elements consist of (1)~~for our Deferred Compensation Program and 401(k) savings plan, (2) a perquisite program, (3) severance and other benefits under our Executive Severance Policy, (4) benefits under an Executive Death Benefit Plan and (5) long-term disability coverage. TheNEOs, the Committee ~~regularly reviews~~considers individual performance that contributes to the ~~costs and benefits of these programs.~~Company’s success in achieving its strategic initiatives.

42IFF~~IFF~~| ~~2018~~2020 PROXY STATEMENT41

COMPENSATION DISCUSSION AND ANALYSIS

Our indirect compensation and reward elements consist of (1) our Deferred Compensation Plan (“DCP”) and our Retirement Investment Fund Plan (the “401(k)”) savings plan, (2) our perquisite program, (3) our Executive Severance Policy (“ESP”), (4) our Executive Death Benefit Plan and (5) our supplemental long-term disability coverage. The Committee regularly reviews the costs and benefits of these programs.

~~2017~~2019 Compensation

Salaries

The Committee reviews the salaries of our NEOs annually, and adjusts salaries periodically. In February ~~2017,~~2019, the Committee reviewed the base salaries of ~~its~~our NEOs after consultation with its independent compensation consultant. The ~~base~~Committee determined to maintain our NEOs salaries of Messrs. Fibig, Mirzayantz and O’Leary and Ms. Chwat remained unchanged for 2017. Mr. Haeni’s base salary was increased by 4.8%, effective April 1, 2017, to reward demonstrated performance in his role and to reflect market adjustments.at the same level as 2018.

Annual Incentive Plan

During ~~2017,~~2019, our AIP compensated our executive officers based on the achievement of certain levels of Company financial performance. Financial performance metrics are measured ~~(A)~~(1) at the consolidated corporate level for our CEO, CFO, and General Counsel and ~~(B)~~(2) at both the consolidated corporate level and the business unit level for the ~~Group Presidents of Fragrances~~Divisional CEO, Scent and ~~Flavors.~~Divisional CEO, Taste.

In ~~February 2017,~~March 2019, the Committee approved certain changes to the AIP to better align business unit metrics for ~~2017.~~our Divisional CEOs and determined that no adjustments were needed with respect to the metrics for NEOs that are evaluated solely on corporate performance. The ~~2017~~2019 AIP weightings for ~~performance at~~our Divisional CEOs were adjusted so that the ~~consolidated~~ corporate ~~level~~components constitute 10% of the overall weighting and the business unit ~~level were adjusted to balance~~components constitute 90% of the ~~weightings of currency neutral sales growth and operating profit and to eliminate the individual performance metric for our executive officers.~~overall weighting. The Committee believes that these changes ~~better~~ reflect our focus on ~~overall annual profitability and reduce complexity in~~achieving profitable growth. As with the ~~AIP for executive officers. In addition,~~prior year, if our ~~company~~Company does not meet the corporate operating profit threshold, then no AIP payouts will be awarded to any participant, including the NEOs.

The performance metrics for the ~~2017~~2019 AIP and their assigned weightings were as follows:

Annual Incentive Program

Currency
neutral sales
growth

Operating
profit
Gross Margin
Working
Capital

Total
Weighting
All NEOs
Except Group
Presidents
Corporate
Weighting

35% 35% 15% 15% 100%

Currency
neutral sales
growth

Operating
profit
Gross Margin
Working
Capital

Total
Weighting
Group
Presidents
Corporate
Weighting

10% 15% 0% 15% 100%
Group
Presidents
Business Unit
Weighting

25% 20% 15% 0%


	Currency neutral sales growth	Operating profit	Gross Margin	Working Capital	Total Weighting
All NEOs Except Divisional CEOs Corporate Weighting	30%	35%	15%	20%	100%


	Currency neutral sales growth	Operating profit	Gross Margin	Working Capital	Total Weighting
Divisional CEOs Corporate Weighting	5%	5%	0%	0%	10%	100%
Divisional CEOs Business Unit Weighting	25%	30%	20%	15%	90%	100%

42IFF| ~~2018~~2020 PROXY STATEMENT43

COMPENSATION DISCUSSION AND ANALYSIS

Each year the Committee sets an AIP target (stated as a percentage of base salary) for each NEO. For ~~2017,~~2019, the Committee maintained the AIP percentage targets at the same level as ~~2016.~~2018.



	2017 Salary		Target AIP as % Base Salary	AIP Target		2019 Salary		Target AIP as % Base Salary	AIP Target

Andreas Fibig	$	1,300,000	120%	$	1,560,000	$	1,300,000	120%	$	1,560,000

Richard O’Leary	$	500,000	80%	$	400,000	$	515,000	80%	$	412,000

Nicolas Mirzayantz	$	600,000	80%	$	480,000	$	612,000	80%	$	489,600

Matthias Haeni(1)	$	550,000	80%	$	440,000	$	574,230	80%	$	459,384

Anne Chwat	$	475,000	60%	$	285,000	$	485,000	60%	$	291,000

(1)	Mr. Haeni is paid in Euros. For 2019, his salary was €512,156 and his AIP Target was €409,725. The table above reflects the US Dollar equivalent of his salary and AIP target based on an exchange rate of 1.1212 US Dollars to Euros (the exchange rate as of January 3, 2020).

Performance Metrics and Capped AIP Payouts: Based on a review of the annual and long-term financial goals, operational plans, strategic initiatives and the prior year’s actual results, the Committee annually sets the financial performance metrics for our Company and the respective business units that it will use to measure performance as well as the relative weighting that will be assigned to each metric. The Committee then approves threshold, target and maximum performance levels for each performance metric. Upon achievement of the relative performance level, an executive has the opportunity to earn threshold (25%), target (100%) and maximum (200%) ~~amounts.~~amounts with performance levels achievements in between calculated on a linear basis. The Committee seeks to establish corporate performance goals that are challenging yet attainable.

As discussed above, for ~~2017~~2019 AIP awards, the Committee approved the following four financial performance metrics for the reasons noted below:



~~2017~~2019 AIP Performance Metrics		Reasons for Selection

Currency neutral sales growth		• Reflects both increases in market share and sales expansion, which drives increases in gross profit. By measuring achievement exclusive of currency fluctuations, this goal helps to ensure that we are rewarding actual incremental growth.

Operating profit		• An increase in operating profit (in dollar terms) encourages the management of gross profit dollars against operating expenses. Achieving this goal helps provide us with the funding to reinvest in the business to drive future growth.

Gross margin percentage		• Improvement in gross margin percentage is an important measure of our ability to effectively recover increases in the cost of raw materials, cost discipline and operating efficiencies. • Gross margin also promotes greater focus on R&D and innovation.

Working capital percentage		• Reductions in working capital drive better operating cash flow generation. For this purpose, we define working capital (1) at the corporate level as inventories and trade accounts receivable less trade accounts payable, expressed as a percentage of sales and (2) at the business unit level as inventories and trade accounts receivable, expressed as a percentage of sales.

IFF|2020 PROXY STATEMENT43

COMPENSATION DISCUSSION AND ANALYSIS

Determination of ~~2017~~2019 Performance Levels: In determining our ~~2017~~2019 AIP performance threshold, target and maximum levels, the Committee considered our annual targets for ~~2017, our 2016~~2019, 2018 actual results and payout trends over the prior three-year and five-year periods. The performance target levels for the financial metrics were set in line with our ~~2017 budget and above our 2016 actual results.~~

44~~IFF~~ ~~| 2018 PROXY STATEMENT~~

~~COMPENSATION DISCUSSION AND ANALYSIS~~

2019 budget.

~~2017~~2019 Corporate and Business Unit AIP Performance: Our actual performance against our ~~2017~~2019 AIP corporate financial metrics is set forth in the tables below. In establishing AIP financial performance metrics ~~and in~~we took into consideration certainnon-operational metrics known to us at the time. In determining actual achievement against those performance metrics, we eliminated the net impact of certainnon-core expenses andnon-core gains ~~in order~~ to reflect our fundamental operating results. ~~2017~~2019 LTIP and AIP target performance levels and actual achievement against the target performance levels excluded costs or income associated with ~~(i)~~(1) adjustments related to ongoing operational improvement ~~initiative~~initiatives and restructuring, (2) restructurings in connection with our finance transformation, Scent profit improvement project and consolidation of Frutarom sites, (3) Frutarom integration costs, acquisition-related costs and ~~restructuring charges, (ii)~~compliance review costs, (4) the DuPont N&B acquisition ~~related items, including integration~~ costs ~~(iii) an increase in the loss provision related to the ZoomEssence litigation, (iv) certain foreign currency gains related to the liquidation of a foreign entity, (v) costs associated with~~(5) an FDA mandated recall, ~~(vi) a charge related to NYC commercial rent tax related to prior years, (vii) with respect to the operating profit metric~~(6) gains or losses on sales of ~~the 2017 AIP only,~~assets, and (7) unbudgetedmark-to-market adjustments related to our Deferred Compensation Plan (viii) charges for settlement losses related to a U.K. pension plan, (ix) for purposes of calculating economic profit under the LTIP, charges associated with recently-enacted U.S. tax legislation, and (x) costs incurred due to an interruption in supply chain for a key ingredient (together, the ~~“2017~~“2019non-core items”). Similarly, we excluded the effects of incentive compensation provisions in calculating gross margin performance in order to better focus on the underlying operating performance of our product portfolio. The Committee believes that the necessary self-funding of incentive compensation payments is covered in the operating profit component of the AIP program.

Corporate Performance

The table below reflects the ~~2017~~2019 AIP metrics, their respective targets and the ~~payouts~~percentage payout earned for each metric and overall by each of Messrs. Fibig and O’Leary and Ms. Chwat, who were evaluated solely on corporate performance.

Corporate Level

LOGO

Threshold Target Maximum Award Payout as a % of Target 4.7% 6.2% 7.7% Currency Neutral Sales Growth -% Actual 3.2% $776M $817M $858M Operating Profit 15.6% Actual $787M 40.1% 41.6% 43.1% Gross Margin 9.9% Actual 40.9% $145.7M $138.8M $132.1M Working Capital -% Actual $147.7M Overall Corporate Payout 25.5%

As indicated above, during ~~2017,~~2019, our corporate performance was ~~between target and maximum~~below threshold for both the currency neutral sales growth and ~~operating profit performance~~working capital metrics, ~~and was~~ between threshold and target for the operating profit metric, and slightly above threshold for the gross margin ~~and working capital performance metrics.~~metric. The actual dollar amount earned by each NEO is set forth below under ~~“2017~~“2019 Individual AIP Payouts.”

44IFF| ~~2018~~2020 PROXY STATEMENT45

Threshold Target Maximum Award Payout as a % of Target 5.4% 8.1% 10.8% Currency Neutral 45.4% Sales Growth Actual 8.9% $614M $646M $678M Operating Profit 47.7% Actual $657M 44.7% 46.2% 47.7% Gross Margin 9.0% Actual 44.8% 29.5% 28.0% 26.5% Working Capital 7.5% Actual 29.0% Overall Corporate Payout 109.6%

COMPENSATION DISCUSSION AND ANALYSIS

~~Fragrances~~Scent Business Unit Performance

The table below reflects the ~~2017~~2019 AIP metrics, their respective targets and the ~~payouts~~percentage payout earned for each metric and overall by Mr. Mirzayantz, our ~~Group President, Fragrances.~~Divisional CEO, Scent.

~~Fragrances~~Scent Business Unit

As indicated above, during 2017, our Fragrances business unit performance was between target and maximum for the currency neutral sales growth business unit performance metric and was between threshold and target for the operating profit and gross margin business unit performance metrics. The actual dollar amount earned by our Group President, Fragrances is set forth below under “2017 Individual AIP Payouts.”

46~~IFF~~ ~~| 2018 PROXY STATEMENT~~ LOGO

Threshold Target Maximum Award Payout as a % of Target ~~5.4% 8.1% 10.8%~~4.7% 6.2% 7.7% Currency Neutral Sales ~~30.6%~~ Growth (Business Unit) -% Actual ~~8.7% 5.4% 8.1% 10.8%~~4.4% 4.7% 6.2% 8% Currency Neutral Sales ~~13.0%~~ Growth (Corporate) -% Actual ~~8.9% $327M $343M $368M~~3.2% $300M $318M $347M Operating Profit ~~13.8%~~ (Business Unit) Actual ~~$336M $614M $646M $678M~~$327M 39.0% $776M $817M $858M Operating Profit ~~20.5%~~ (Corporate) Actual ~~$657M 44.3% 45.8% 47.3%~~$787M 2.2% 39.2% 40.7% 42% Gross Margin ~~6.3%~~ (Business Unit) Actual ~~44.7% 29.5% 28.0% 26.5%~~41.8% 34.5% $229.5M $218.5M $208M Working Capital ~~7.5% (Corporate)~~(Business Unit) -% Actual ~~29.0%~~$231.4M Overall Payout for ~~Group President, Fragrances 91.7%~~Divisional CEO, Scent 75.7%

As indicated above, during 2019, our Scent business unit performance was below threshold for the currency neutral sales growth and the working capital metrics, and was between target and maximum for the operating profit and gross margin metrics. The actual dollar amount earned by our Divisional CEO, Scent is set forth below under “2019 Individual AIP Payouts.”

IFF|2020 PROXY STATEMENT45

COMPENSATION DISCUSSION AND ANALYSIS

~~Flavors~~Taste Business Unit Performance

The table below reflects the ~~2017~~2019 AIP metrics, their respective targets and the ~~payouts~~percentage payout earned for each metric and overall by Mr. Haeni, our ~~Group President, Flavors.~~Divisional CEO, Taste.

~~Flavors~~Taste Business Unit

LOGO

Threshold Target Maximum Award Payout as a % of Target 2.5% 4.0% 5.5% Currency Neutral Sales Growth (Business Unit) -% Actual 1.8% 4.7% 6.2% 7.7% Currency Neutral Sales Growth (Corporate) -% Actual 3.2% $386M $409M $447M Operating Profit (Business Unit) -% Actual $385M $776M $817M $858M Operating Profit (Corporate) 2.2% Actual $787M 43.5% 45.0% 46.5% Gross Margin (Business Unit) 5.6% Actual 43.6% $187.8M $178.9M $170.3M Working Capital (Business Unit) 15.5% Actual $178.6M Overall Payout for Divisional CEO, Taste 23.3%

During ~~2017,~~2019, our ~~Flavors~~Taste business unit performance was ~~between target and maximum~~below threshold for the currency neutral sales growth ~~at maximum for~~and operating profit ~~business unit performance~~ metrics, ~~and was between~~at threshold ~~and target~~ for the gross margin ~~business unit performance~~metric, and approximately at target for the working capital metric. The actual dollar amount earned by our ~~Group President, Flavors~~Divisional CEO, Taste is set forth below under ~~“2017~~“2019 Individual AIP Payouts.”

~~2017~~2019 Individual AIP Payouts

The 2019 AIP payout ~~for 2017 for the~~to our NEOs based on the actual achievement of each of the performance metrics is included in the“Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table in this proxy statement. Based on the Corporate and Business Unit performance outlined in the tables above, ~~2017~~2019 AIP payouts were as follows:

   2017
AIP Target ($) 2017 Payout
Executive
As % of Target      Award ($)
Andreas Fibig
$        1,560,000                109.6% $        1,709,760
Richard O’Leary
$ 400,000 109.6% $ 438,400
Nicolas Mirzayantz
$ 480,000 91.7% $ 440,160
Matthias Haeni
$ 440,000 123.0% $ 553,753 (1)
Anne Chwat
$ 285,000 109.6% $ 312,360

~~(1)~~

For Mr. Haeni, the AIP target reflects the US Dollar target approved by the Compensation Committee in early 2017. Effective November 1, 2017, Mr. Haeni relocated to Hilversum, Netherlands. His actual AIP payout was paid in Euros and converted into US Dollars based on the exchange rate of 1.188 Euros to US Dollars (the exchange rate as of December 29, 2017).


	2019 AIP Target ($)		2019 Payout
Executive	2019 AIP Target ($)		As % of Target		Award ($)

Andreas Fibig	$	1,560,000		25.5%	$	397,800

Richard O’Leary	$	412,000		25.5%	$	105,060

Nicolas Mirzayantz	$	489,600		75.7%	$	370,627

Matthias Haeni (1)	$	459,384		23.3%	$	107,036

Anne Chwat	$	291,000		25.5%	$	74,205

46IFF| ~~2018~~2020 PROXY STATEMENT47

Threshold Target Maximum Award Payout as a % of Target 5.6% 8.3% 11.0% Currency Neutral Sales 33.3% Growth (Business Unit) Actual 9.2% 5.4% 8.1% 10.8% Currency Neutral Sales 13.0% Growth (Corporate) Actual 8.9% $337M $353M $379M Operating Profit 39.7% (Business Unit) Actual $379M $614M $646M $678M Operating Profit 20.5% (Corporate) Actual $657M 43.6% 45.2% 46.6% Gross Margin 9.4% (Business Unit) Actual 44.4% 29.5% 28.0% 26.5% Working Capital 7.5% (Corporate) Actual 29.0% Overall Payout for Group President, Flavors 123.4%

COMPENSATION DISCUSSION AND ANALYSIS

(1)

Mr. Haeni’s AIP target was established in Euros. The table above converts Mr. Haeni’s €409,725 AIP target to US Dollar equivalent of 80% of his salary, based on an exchange rate of 1.1212 US Dollars to Euros (the exchange rate as of January 3, 2020). The actual AIP payout amount reflects the US Dollar equivalent using the same January 3, 2020 exchange rate.

Long-Term Incentive Plan

We believe that LTIP awards reward our executive officers, including our NEOs, for financial results and align their interests with the interests of our shareholders. Annually, the Committee reviews the LTIP to determine (1) the metrics that should be used to encourage long-term success, (2) the weightings that should be applied to such metrics, ~~and~~ (3) the ~~annual~~length of the performance periods, and ~~cumulative~~(4) the targets for such metrics. The Committee believes that commencing a new three-year LTIP cycle each year:

provides a regular opportunity tore-evaluate long-term metrics,

aligns goals with the ongoing strategic planning process, and

reflects our evolving business priorities and market factors.

The Committee also annually sets a total LTIP target award for each NEO, which reflects the total LTIP award an NEO has the opportunity to receive at the end of the three-year cycle if we meet all of our targets. Depending upon our actual performance relative to financial and relative total shareholder return (“TSR”) goals, the actual payout to the NEO could be greater or less than the total LTIP target award.

Performance Segments. ~~Given the difficulty~~As discussed below, in ~~setting long-term goals in current volatile global economic environments,~~2019, the Committee ~~believes that~~determined to modify the design of the 2019-2021 LTIP ~~should~~cycle to consist of two cumulative, three-year performance segments. The 2017-2019 and 2018-2020 LTIP cycles continue to comprise four performance segments: ~~Year 1, Year 2, Year 3~~threeone-year periods (each an “annual performance segment”) and one cumulative ~~performance over the~~ three-year period (the “cumulative performance segment”).

Performance Metrics. ~~For the 2015-2017 LTIP, each annual performance segment is measured equally against Economic Profit (“EP”) (12.5%) and Relative Total Shareholder Return (“Relative TSR”) (12.5%).~~ In ~~2016,~~late 2018, the Committee, ~~replaced~~in consultation with management and FW Cook, evaluated potential LTIP performance metrics for the 2019-2021 cycle in light of our acquisition of Frutarom. While the Committee continues to believe that EP is an important metric, in light of the Frutarom acquisition and the company-wide focus on deleveraging by 2021, for the 2019-2021 LTIP cycle, the Committee decided to replace the three annual ~~Relative TSR~~EP performance segments with a cumulative~~3-year~~ three-year performance metric of net debt to EBITDA ratio (the “Net Debt Ratio”) in addition to the cumulative, three-year relative TSR, with Net Debt Ratio and Relative TSR ~~performance metric as~~to be weighted equally.

Long-Term Incentive Plan (2019-2021 Cycle)

Net Debt Ratio

Relative TSR

Total

50.0%

100.0%

The Committee selected the ~~sole~~Net Debt Ratio metric for the 2019-2021 LTIP cycle to incentivize management to achieve the Company’s deleveraging goal, and the Committee set threshold, target and maximum Net Debt Ratios for the cumulative ~~performance segment for LTIP awards beginning with~~three-year period based on that goal. Net Debt Ratio is defined as the ~~2016-2018 LTIP.~~ ratio of the Company’s net debt to adjusted EBITDA (earnings before interest, tax, depreciation and amortization).

The Committee also believes that ~~an LTIP consisting of annual performance segments based on EP and a cumulative segment based on~~three-year Relative TSR ~~better aligns its compensation objectives with the interests~~is a good indicator of our ~~shareholders~~overall long-term performance, and directly ties our ~~focus on long-term growth initiatives. The tables below reflect~~executives’ compensation opportunity to our share price appreciation and dividend payments relative to a majorlarge-cap index. Relative TSR is calculated by measuring the ~~performance metrics~~change in the market price of stock plus dividends paid (assuming the dividends are reinvested) for ~~the outstanding LTIP cycles and their assigned weightings:~~our

~~Long-Term Incentive Plan~~

Segment EP Relative TSR

2015-2017
LTIP performance cycle only

Year 1

12.5%

12.5%

Year 2

12.5%

12.5%

Year 3

12.5%

12.5%

Cumulative Segment

0%

25%

Total

37.5%

62.5%

100%

48IFF~~IFF~~| ~~2018~~2020 PROXY STATEMENT47

COMPENSATION DISCUSSION AND ANALYSIS

Segment EP Relative TSR

2016-2018
and
2017-2019
LTIP     performance     cycles

Year 1

12.5%

0%

Year 2

12.5%

0%

Year 3

12.5%

0%

Cumulative Segment

0%

62.5%

Total

37.5%

62.5%

100%

~~We believe EP~~Company and the S&P 500 companies over the three-year performance period. The market price for purposes of calculating the Relative TSR of our Company and the S&P 500 on eachcycle-end date is ~~a key factor in identifying~~determined based on the ~~sources~~average closing price per share of each company’s stock over the period of 20 consecutive trading days preceding that date, as reported by S&P Capital IQ. The Relative TSR goal for the cumulative performance segment is set at the beginning of the three-year cycle.

Long-Term Incentive Plan (2017-2019 and ~~drivers of value across our businesses~~2018-2020 Cycles)


Segment	EP	Relative TSR
Year 1	12.5%	0.0%
Year 2	12.5%	0.0%
Year 3	12.5%	0.0%
Cumulative Three-Year Segment		62.5%
Total	37.5%	62.5%	100.0%

For the 2017-2019 and ~~that EP growth is closely linked to the creation of long-term shareholder value.~~2018-2020 LTIP cycles, EP measures operating profitability after considering (1) all our revenues and operating costs, (2) income taxes and (3) a charge for the capital employed in the business. Capital employed primarily consists of working capital, property, plant and equipment, and intangible assets. The capital charge is determined by applying the estimated weighted average cost of capital (“WACC”) to the adjusted average invested capital employed (including charges and/or loss provisions associated withnon-operating events such as restructurings and tax or litigation settlements) during the relevant period. The estimated WACC rate is the weighted average cost of our debt and equity capital. In determining the EP target for the ~~2017~~2019 annual performance segments of the ~~2015-2017, 2016-2018~~2017-2019 and ~~2017-2019~~2018-2020 LTIP cycles, the Committee considered our annual targets for ~~2017,~~2019, our ~~2016~~2018 actual results and payout trends over the prior three-year and five-year periods, and thepro-forma impact of recent acquisitions.

The Committee believes that three-year Relative TSR, as compared to other public companies in which shareholders may choose to invest, is a good indicator of our overall long-term performance, and directly ties our executives’ compensation opportunity to our share price appreciation and dividend payments relative to a major~~large-cap~~ index. Relative TSR is calculated by measuring the change in the market price of stock plus dividends paid (assuming the dividends are reinvested) for our Company and the S&P 500 companies over the performance period. The market price for purposes of calculating the Relative TSR of our Company and the S&P 500 on each~~cycle-end~~ ~~date is determined based on the average closing price per share of each company’s common stock over the period of 20 consecutive trading days preceding that date, as reported by S&P Capital IQ.~~

Our EP goal for the annual performance segments of each of our current LTIP cycles is set at the beginning of each annual performance segment. The Relative TSR goal for the cumulative performance segment of each of our current LTIP cycles is set at the beginning of the three-year cycle. For the ~~2015-2017~~2017-2019 and 2018-2020 LTIP ~~cycle, the Relative TSR goal for the annual performance segments was set at the beginning of each annual performance segment.~~

~~At the end of each year,~~cycles, the Committee reviews our annual performance and cumulative performance for the newly completed three-year cycle. To the extent that our annual performance has met or exceeded the threshold annual EP goal, ~~(and for the 2015-2017 LTIP cycle, the threshold annual Relative TSR goal),~~ the Committee approves “banking” the credit that will be applied to the payout at the end of the three-year cycle. For the completed three-year cycle, the Committee approves the total payout, taking into consideration the performance for each of the prior annual performance ~~segments.~~

~~IFF~~ ~~| 2018 PROXY STATEMENT~~ 49

~~COMPENSATION DISCUSSION AND ANALYSIS~~

segments and the cumulative performance segment.

~~2017-2019~~2019-2021 LTIP Target Awards

In early ~~2017,~~2019, the Committee approved the following total LTIP target awards to each of our NEOs for the ~~2017-2019 LTIP:~~2019-2021 LTIP cycle:


NEO	Total LTIP Target Award

Andreas Fibig		~~$2,000,000~~$2,875,000

Richard O’Leary		$500,000

Nicolas Mirzayantz		$500,000

Matthias Haeni		$500,000
Anne Chwat		$~~285,000~~291,000

48IFF|2020 PROXY STATEMENT

COMPENSATION DISCUSSION AND ANALYSIS

The Committee set the cumulative three-year Net Debt Ratio goal based on the Company’s internal deleveraging goal. The Committee set the cumulative three-year Relative TSR goal for the ~~2017-2019~~2019-2021 LTIP cycle at the same level that had been set for the prior year’s LTIP ~~cycle. For the 2017-2019 LTIP~~ cycle, ~~the~~which required above median performance to achieve target payout. The Committee again determined that 50% of the value of the awards would be denominated and paid in cash and 50% would be denominated and paid in shares, consistent with prior LTIP cycles. The Committee believes that paying 50% of the LTIP value in shares creates a stronger alignment between executives and shareholders, and provides additional incentive for executives to achieve superior Company performance and to produce share price appreciation over the three-year performance cycle. The number of shares of our common stock for the 50% portion that would be paid in ~~stock~~shares is determined based on the market price of the common stock at the beginning of the cycle. For the ~~2017~~2019-2021 LTIP cycle, it was based on ~~$120.31~~$134.36 per share, the average closing ~~market~~ price for the twenty trading days prior to January ~~3, 2017,~~2, 2019, the first stock trading day of the cycle. At the conclusion of each of the first two annual performance segments, the dollar value and number of shares will be “banked” based on the performance of each such segment. When the final performance segment and the cumulative Relative TSR three-year cycle are concluded and the LTIP payouts are approved by the Committee, the cumulative dollar value and cumulative number of shares are paid to the executive.

~~2017~~2019 LTIP Performance

For the ~~2017~~2019 segment of ~~each of~~ the ~~existing~~2017-2019 and 2018-2020 LTIP cycles, our EP of ~~$260~~$(212) million, as adjusted for ~~2017~~2019non-core items, ~~exceeded the target~~was below threshold performance level. As a result, our NEOs ~~earned approximately 146.6%~~did not earn any portion of ~~target~~the performance segment based on the EP goal for the year. Our Relative TSR for ~~2017 and for~~ the cumulative, three-year performance period ~~exceeded target~~ended in 2019 was at the 27th percentile and, as a result, our NEOs ~~earned approximately 179.0%~~also did not earn any portion of ~~target based on~~ the ~~Relative TSR goal for 2017 and 173.1% of target~~performance segment based on the Relative TSR goal for the three-year ~~2015-2017 LTIP~~ cycle. ~~The LTIP award~~Consequently, no amounts were earned ~~and~~or “banked” for the ~~2017 segments~~2019 segment of the ~~2016-2018 and~~ 2017-2019 or 2018-2020 LTIP ~~cycles was equal to approximately 146.6% of target. As previously discussed, for the 2016-2018 and 2017-2019~~cycles.

2019 LTIP ~~grant cycles, the three annual~~Results

LOGO

Maximum $254M 2018 EP Actual $252M Maximum 75th percentile 3-Year Relative TSR ~~performance segments were replaced with the cumulative,3-year~~ ~~Relative TSR segment.~~Target $228M Target 55th percentile Threshold $202M Payout at 190.6% of Target Threshold 35th percentile Payout at 43.8% of Target Actual 40th percentile

50IFF~~IFF~~| ~~2018~~2020 PROXY STATEMENT49

COMPENSATION DISCUSSION AND ANALYSIS

~~2017 LTIP Results~~

~~2015-2017~~2017-2019 LTIP Payout

~~As noted above, our NEOs earned approximately 146.6% of target based on~~Both the ~~EP goal~~2019 annual segment performance and ~~179.0% of target based on~~ the cumulative Relative TSR ~~goal for 2017. Our cumulative, three year Relative TSR was positioned at approximately the 70th percentile versus the S&P 500, which equated to~~results were below threshold resulting in a segment payout of ~~173.1% of target.~~

~~The~~0.0 %. Consequently, the overall payout for the ~~2015-2017~~2017-2019 LTIP cycle was approximately ~~122.8%~~42.1% of target, based on the following EP and Relative TSR results against objectives, as determined by the Committee.


Segment	Segment Weighted EP Result		Segment Weighted TSR Result			Combined Segment Weighted Result			Segment Weighting			Overall Result			Segment Weighted EP Result		Cumulative TSR Result		Segment Weighting			Overall Result
2015		34.0%		200.0	%		117.0	%		25.0	%		29.2	%
2016		76.7%		0.0	%		38.4	%		25.0	%		9.6	%

2017		146.6%		179.0	%		162.8	%		25.0	%		40.7	%		146.6%		—		12.5	%		18.3	%

2018																190.6%		—		12.5	%		23.8	%

2019																—%		—		12.5	%		—	%

Cumulative		—		173.1	%		173.1	%		25.0	%		43.3	%		—		—%		62.5	%		—	%
Total										100.0	%		122.8	%						100	%		42.1	%

The ~~LTIP~~ payout for the ~~2015-2017 performance~~2017-2019 LTIP cycle for the NEOs, based on the actual achievement of quantitative objectives, is discussed in greater detail following the Grants of Plan-Based Awards Table.

For the LTIP performance cycles that concluded in the five-year period from ~~2013~~2015 to ~~2017,~~2019, the actual overall corporate percentage payout under the LTIP against those long-term cycle performance goals ranged from approximately ~~105.2%~~42.1% to ~~146.4%~~142.2%, with an average payout of ~~125.0%~~98.9%.

~~IFF~~ ~~| 2018 PROXY STATEMENT~~ 51

~~COMPENSATION DISCUSSION AND ANALYSIS~~

Equity Choice Program

Equity is a key component of our long-term incentive compensation as it (1) provides participants with a meaningful stake in our Company, thereby aligning their interests more closely with shareholders, (2) encourages participants to focus on long-term success, (3) helps to attract and retain top talent and (4) recognizes individual contributions. We believe that our ECP is an effective vehicle to encourage ownership as it provides participants the flexibility to allocate their award among three types of equity.

Under the ECP, participants, including all of our NEOs, may choose from three types of equity award grants. For ECP awards in ~~2017,~~2019, these three types were (1) Purchased Restricted Stock Units (“PRSUs”), (2) ~~stock settled appreciation rights~~Stock-Settled Appreciation Rights (“SSARs”), and (3) Restricted Stock Units (“RSUs”). PRSUs are assigned an adjustment factor of 120% to provide incentive to participants to invest in and accumulate shares to promote retention and increase alignment of participants’ interests with those of our shareholders. Elections are made in 5% increments. Based on the participant’s election, a participant’s dollar award value is converted into PRSUs, SSARs or RSUs on the grant date based on the market price of our common stock on such date.

All ECP awards are generally subject to a vesting period of approximately three years. The Committee believes the ECP is an attractive tool for recruiting, motivating and retaining executive talent and encourages alignment with shareholders by reinforcing investment and ownership in our Company by our executives.

50IFF|2020 PROXY STATEMENT

COMPENSATION DISCUSSION AND ANALYSIS

The table below sets forth each of the three types of equity awards offered and their adjustment factor. During ~~2017,~~2019, ECP participants, including all of our NEOs, made choices based on the different equity award types described below.

Types of

Equity

Description of Equity Type

PRSUs

PRSUs are restricted stock units that are granted as a match against shares of Company stock pledged and/or purchased at full value by an ECP participant on the grant date. As an incentive to promote share accumulation and direct investment in our stock, there is a 20% upward adjustment ~~upward~~ of the award value if PRSUs are elected. If an ECP participant chooses PRSUs, then he or she must deliver funds to purchase shares (or pledge shares with an equivalent value) equal to the dollar amount of the ECP award (including the 20% adjustment). Upon receipt of the funds (or pledged shares) by the Company, the ECP participant receives a matching number of PRSUs.

PRSU holders have no voting rights during the vesting period but accrue dividend equivalents on their PRSUs. PRSUs vest approximately three years from the date of grant. PRSUs are the most rapid way for participants to accumulate and build share ownership based on the participant’s direct investment in Company stock.

SSARs

SSARs are a contractual right to receive the value, in shares of Company stock, of the appreciation in stock price from the SSAR grant date to the date the SSAR is exercised by the participant. Participants receive a number of SSARs equivalent to 5 times (i.e. the approximate binomial value of the SSARs) the elected SSAR award value divided by the grant price. SSARs provide upside potential for share accumulation and greater alignment with shareholders because SSARS only have value if the stock price increases after the grant date.

SSARs become exercisable on a stated vesting date, which is approximately three years from the grant date, and expire on the seventh anniversary of the grant date. SSARs do not require a financial investment by the SSAR grantee.

RSUs

RSUs are our promise to issue unrestricted shares of our stock on the stated vesting date, which is approximately three years from the grant date. RSUs do not require a financial investment by the RSU grantee.

52~~IFF~~ ~~| 2018 PROXY STATEMENT~~

~~COMPENSATION DISCUSSION AND ANALYSIS~~

As an example of the value that may be delivered by the ECP to the participant based on the three election types, the following table shows the number of shares and value to the participant at vesting for an ECP award of $500,000. For all three choices, vesting occurs approximately three years from the grant date:


Assumes a Common Share Value of $140.00 at Award (1)	Assumes a Common Share Value of $140.00 at Award (1)							Assumes a Common Share Value of $140.00 at Award (1)
		PRSU (2)		RSUs		SSARs (3)			PRSU (2)		RSUs		SSARs (3)

Award Value		$	500,000	$	500,000	$	500,000		$	500,000	$	500,000	$	500,000

Adjustment Factor			1.2		1.0		1.0			1.2		1.0		1.0

Post-Factor Value		$	600,000	$	500,000	$	500,000		$	600,000	$	500,000	$	500,000

Participant Required Investment		$	600,000		—		—		$	600,000		—		—
Award Shares/SSARs At Grant Date			4,286 Shares		3,571 Shares		17,857 SSARs
Dollar Value of Award At Vesting/Exercise (Assuming 8% Compounded Annual Stock Price Increase) (2)		$	755,827	$	629,856	$	649,280
Dollar Value of Award At Vesting/Exercise (Assuming 8% Compounded Annual Stock Price Decrease)		$	476,299	$	396,916		—

Award Shares/SSARs at Grant Date										4,286 Shares		3,571 Shares		17,857 SSARs

Dollar Value of Award at Vesting/Exercise (Assuming 8% Compounded Annual Stock Price Increase)									$	755,827	$	629,856	$	649,280
Dollar Value of Award at Vesting/Exercise (Assuming 8% Compounded Annual Stock Price Decrease)									$	476,299	$	396,916		—

IFF|2020 PROXY STATEMENT51

COMPENSATION DISCUSSION AND ANALYSIS

(1)	Dollar values of awards are used in this table for illustrative purposes only and are not intended as forecasts of future stock price performance. All values shown are before tax withholding.

(2)	PRSU values exclude dividend equivalents.

(3)	Participants may choose to hold their SSARs longer than the three-year vesting period (up to the full seven-year contractual term) and continue to participate in future stock price appreciation, if any.

~~2017~~2019 Equity Choice Program Awards

~~Our~~The Committee annually determines the dollar range of ECP awards for each level of participating executive based on peer group and long-term incentive practices survey data, a review of the competitiveness of the combined value of the ECP awards and LTIP awards with market practices and other factors that it deems appropriate. For ~~2017,~~2019, these ranges were as follows:


				Lower Limit		Upper Limit
	Lower Limit		Upper Limit
CEO	$	1,000,000	$ 3,500,000	$	1,000,000	$ 3,500,000
Group Presidents and CFO	$	250,000	$ 750,000

Divisional CEOs and CFO				$	250,000	$ 750,000
General Counsel	$	175,000	$ 525,000	$	175,000	$ 525,000

The Committee then approves the actual dollar award to be granted to each NEO other than the CEO, and recommends to the independent members of the Board for approval the actual dollar award for the CEO.

In February ~~2017,~~2019, the Committee approved the ~~2017~~2019 ECP values awarded to each executive, including our NEOs, with an effective grant date of May ~~3, 2017.~~1, 2019. The period of time between approval of ECP values and the actual grant date gives ECP participants time to make their irrevocable ECP elections and to arrange for the purchase of shares from the Company if PRSUs are elected. The Committee determined that the ~~2017~~2019 ECP grants would vest on April ~~3, 2020, which is slightly less than three years~~1, 2022 (35 months from the grant ~~date, to enable participants to use shares vesting in 2020 to acquire new shares in 2020 if they elect PRSUs for their 2020 ECP award.~~date).

Similar to prior years, the actual amount of each ECP awarded to each NEO in ~~2017~~2019 was based on an evaluation of the individual NEO’s ~~individual~~ performance, long-term potential, market factors and retention considerations. The actual value of these awards will depend on future stock price performance.

~~IFF~~ ~~| 2018 PROXY STATEMENT~~ 53

~~COMPENSATION DISCUSSION AND ANALYSIS~~

The following table shows the ECP dollar award value approved by the Committee or Board for each NEO during ~~2017~~2019 and the percentage and adjusted dollar value after application of the adjustment factor of each type of award elected by each NEO. ~~None of the NEOs elected SSARs in 2017.~~


			PRSU Election				RSU Election						RSU Election				PRSU Election
	2017 Unadjusted ECP Award		Percent Election		Adjusted Value		Percent Election		Adjusted Value		2019 Unadjusted ECP Award		Percent Election		Adjusted Value		Percent Election		Adjusted Value
Adjustment Factor						120%				100%

																100%				120%

Andreas Fibig	$	2,000,000		50%	$	1,200,000		50%	$	1,000,000	$	2,875,000		20%	$	575,000		80%	$	2,760,000

Richard O’Leary	$	400,000		100%	$	480,000		—		—	$	610,000			$	—		100%	$	732,000

Nicolas Mirzayantz	$	600,000		100%	$	720,000		—		—	$	500,000			$	—		100%	$	600,000

Matthias Haeni	$	500,000		—	$	—		100%	$	500,000	$	500,000			$	—		100%	$	600,000
Anne Chwat	$	475,000		100%	$	570,000		—		—	$	475,000			$	—		100%	$	570,000

The actual equity award grants to each NEO, based on the above elections, are identified in the Grants of Plan-Based Awards Table. Information on prior ECP awards that were exercised or vested in ~~2017~~2019 can be found in the Options Exercised and Stock Vested Table.

52IFF|2020 PROXY STATEMENT

COMPENSATION DISCUSSION AND ANALYSIS

Indirect Compensation

Deferred Compensation Plan

As part of our compensation program, we offer U.S.-based executives and other senior employees an opportunity to participate in our DCP. Pursuant to the terms of the DCP, we provide the same level of matching contributions to our executives that are available to other employees under our 401(k) savings plan. We also use the DCP to encourage executives to acquire shares of our common stock that are economically equivalent to ownership of our common stock but on atax-deferred basis. We do this to encourage executives to be long-term owners of a significant equity stake in our Company and to enhance the alignment between the interests of executives and those of our shareholders.

Our costs in offering the DCP consist of the time-value of money costs, the cost of the matching contribution that supplements the 401(k) savings plan, administrative costs and a 25% premium for amounts deferred into the IFF Stock Fund in an executive’s DCP account. The premium on amounts deferred into the IFF Stock Fund typically do not vest until approximately two years after the deferral is made, as the premium is contingent on the executive remaining employed by us (other than for retirement) for the full calendar year following the year when such deferral is made. If notional investments within the DCP increase in value, the amount of our payment obligation will increase. The time-value of money cost results from the delay in the time at which we can take tax deductions for compensation payable to a participating executive.

Additional information about the DCP and supplemental matching contributions and premiums on cash deferrals into the IFF Stock fund under the DCP made for NEOs may be found below under ~~“2017~~“2019Non-Qualified Deferred Compensation.”

Executive Severance Policy

The ESP provides severance and other benefits to executives, including NEOs, whose employment is terminated by the Company without cause or in the event of a termination by the executive for good reason in certain circumstances. This policy helps us in competing with other companies in recruiting and retaining qualified executives. When recruiting an executive from another company, the executive in most cases will seek contract terms that provide compensation if his or her employment is terminated ~~by us~~ in

54~~IFF~~ ~~| 2018 PROXY STATEMENT~~

~~COMPENSATION DISCUSSION AND ANALYSIS~~

cases in which the executive has not engaged in misconduct. The level of severance pay under the ESP is based on a tier system and each executive’s assigned tier is based on the executive’s grade level. All of our NEOs are in Tier I. We believe that the ESP provides a level of severance pay and benefits that is competitive with our peer group companies.

A discussion of our ESP and the payments that each of our NEOs would have been eligible to receive had a covered termination occurred as of December 31, ~~2017~~2019 is set forth below under “Potential Payments upon Termination or Change in Control.”

Additional Benefits

Perquisite Program

Our NEO perquisite program offersnon-monetary benefits that are within the range of market practice as determined through a market study conducted by our independent compensation consultant. The Committee reviews our perquisite program on abi-annual basis with its independent compensation consultant. Based on ~~the committee’s~~its last review, the Committee determined that the total value of our perquisite program is within the range of market practice. Additional details concerning perquisites are included in the footnotes to the All Other Compensation Table.

IFF|2020 PROXY STATEMENT53

COMPENSATION DISCUSSION AND ANALYSIS

Under the perquisite program, our NEOs participate in our health and welfare benefits that are generally available to all employees, including group medical insurance, group life insurance, and group long-term disability insurance. In addition, our NEOs are generally eligible to receive certain benefits including:

Company car;

Annual physical exam;

Financial planning and tax preparation (up to $10,000 per year);

Estate planning (up to $4,000 over a three-year period); and

Fitness dues or membership (up to $3,000 annually).

We may provide additional or modified perquisites to our NEOs in connection with their employment arrangements. Through October 2017, as part of the terms of his employment, Mr. Haeni was entitled to certain transitional assistance associated with his tax, housing and retirement savings arising from his relocation to New York. Effective November 1, 2017, Mr. Haeni relocated to Hilversum, Netherlands, and receives certain benefits as required by local law. In addition, Mr. Fibig is provided ~~a Company car and~~ a Company driver, and an annual financial planning and tax preparation allowance of $25,000.

Supplemental ~~Long Term~~Long-Term Disability

~~We offer~~In addition to our ~~U.S.-based employees Long Term Disability~~group long-term disability (“LTD”) coverage at Company expense, which provides a benefit, calculated as a percentage of base salary, in the case of full disability. Under our group plan, the maximum base salary is $300,000, and the maximum monthly benefit is $15,000. Weinsurance, we also offer Supplemental LTD insurance to ~~provide a maximum monthly benefit of $25,000 for~~those U.S.-based employees, including our NEOs, who earn a base salary plus bonus in excess of the maximum base salary of $300,000 under our group plan. The Supplemental LTD insurance provides a maximum monthly benefit of $25,000. The Supplemental LTD insurance premium, like our basic group LTD policy, is fully paid by us and is taxable income to employees upon receipt of the benefit. Effective July 2019, the Supplemental LTD program was closed to new participants.

Executive Death Benefit Plan

Our Executive Death Benefit Plan provides participants, including each of the NEOs, with apre-retirement death benefit equal to twice the participant’s annual base salary less $50,000 (the death benefit provided by our basic group term life insurance ~~plan for employees and retirees)~~plan). ~~The~~For eligible participants, the plan also provides a post-retirement death benefit, ~~post-retirement,~~ orpre-retirement after attaining age 70, equal to the

~~IFF~~ ~~| 2018 PROXY STATEMENT~~ 55

~~COMPENSATION DISCUSSION AND ANALYSIS~~

participant’s base salary for the year in which the participant retires or reaches the age of 70, ~~assuming the participant was an executive officer,~~ less $12,500 of group coverage for retired participants and less $50,000 for senior participants (those who have attained the age of 70 and remain employed with us). Future NEOs will not be eligible for a post-retirement death benefit.

54IFF|2020 PROXY STATEMENT

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Setting Process

Roles and Responsibilities



~~Compensation Committee~~				The Committee is responsible for overseeing the determination, implementation and administration of executive compensation (including equity awards, benefits and perquisites). The Committee recommends CEO compensation to the independent directors of the Board for their approval and approves the compensation of all other NEOs.

~~Compensation Consultant~~				Frederic W. Cook & Co., Inc. (“FW Cook”) is engaged as the Committee’s independent compensation consultant. Since August 2015, FW Cook has worked with the Committee to provide it with analyses, advice, guidance and recommendations on executive compensation levels versus peers, market trends and incentive plan designs. FW Cook is engaged exclusively by the Committee on executive and~~non-employee~~ director compensation matters and does not have other consulting arrangements with us. The Committee considers the independence of FW Cook on an annual basis, and in 2017 it determined FW Cook was independent and that no conflicts of interest existed.

~~Management~~				Our CEO evaluates individual performance and, with input from the Committee’s independent compensation consultant, the CEO and CHRO evaluate the competitive pay positioning for senior management members that report directly to the CEO, including our NEOs, and make recommendations to the Committee concerning each such executive’s target compensation. Our CEO follows the same process with regard to the target compensation for our CHRO, without her input, and the Committee follows the same process with regard to the target compensation for our CEO, without his input.

~~Shareholder Advisory Vote~~

As part of its compensation setting process, the Committee also considers the results of the prior year’s shareholder advisory vote on our executive compensation. The Committee believes these voting results provide useful insight as to whether shareholders agree that the Committee is achieving its goal of designing and administering an executive compensation program that promotes the best interests of our Company and our shareholders by providing its executives with appropriate compensation and meaningful incentives to deliver strong financial performance and increase shareholder value. As part of

56~~IFF~~ ~~| 2018 PROXY STATEMENT~~

~~COMPENSATION DISCUSSION AND ANALYSIS~~

its 2017 compensation setting process, the Committee reviewed the results of the 2016 shareholder advisory vote, in which 95.2% of the votes cast were voted in favor of our executive compensation program.

~~Peer Group and Benchmarking~~

On an annual basis, the Committee reviews and approves the compensation of our NEOs. We use a global grading structure for our NEOs, with compensation ranges for each grade. Our NEOs are placed in a particular grade based on internal factors (including scope of responsibilities and job complexity) and an external market evaluation. The external market evaluation is based on published third-party general survey information and a review of similar positions within our selected peer groups described below. This process is referred to as “market benchmarking.”

~~Market Benchmarking~~

The Committee reviews its external market benchmarking and peer group data annually. The Committee’s goals are to position (1) target total cash compensation at median or slightly above and (2) target total direct compensation (salary, annual incentive compensation and long-term incentive compensation) between the median to 75th percentile of relevant market benchmarks. This philosophy reflects the Committee’s approach to setting stretch goals that require above median performance to generate target payouts. In August 2016, the Committee reviewed peer group data with our independent compensation consultant for purposes of determining the appropriate peer group for setting 2017 compensation levels and opportunities.

The Committee’s independent compensation consultant provides the 25th percentile, median and 75th percentile “market reference” data for each executive position based on the average of the three relevant compensation benchmarks, as further explained below. This data is used to analyze the external competitiveness of each NEO’s base salary, target total cash compensation and target total direct compensation. This analysis is reviewed with the Committee and, in the case of the compensation of NEOs other than the CEO, with the CEO as well. In determining target total direct compensation for each executive in 2017, the Committee considered the consultant’s market reference analysis. In addition, the Committee considered a number of other important factors, including each executive’s:

~~individual experience and performance;~~

~~scope of responsibilities;~~

~~relative responsibilities compared with other senior Company executives;~~

~~contribution relative to overall Company performance;~~

~~compensation relative to his or her peers within the organization; and~~

~~long-term potential.~~

The Committee uses the market reference range in order to establish a starting point for the compensation levels that the Committee believes would provide our NEOs with competitive compensation. However, the actual target total direct compensation approved by the Committee may be above or below the market reference range based on the Committee’s review of market compensation levels, its desire to create internal pay equity among our executives and the individual factors set forth above.

~~For 2017, the Committee awarded target total direct compensation to our NEOs that was generally within the competitive range of the targeted median to 75th percentile or at the 75~~^th percentile. The total actual compensation paid for the year, as compared to target compensation approved at the beginning of the year, may differ depending on Company and individual performance. Consequently, the actual compensation received by an NEO may be higher or lower than his or her market reference range.

~~IFF~~ ~~| 2018 PROXY STATEMENT~~ 57

~~COMPENSATION DISCUSSION AND ANALYSIS~~

For 2017 compensation decisions regarding our NEOs, the Committee benchmarked compensation of our NEOs (other than our General Counsel) against our Peer Group and a size appropriate cut of the 2016 Towers Watson General Industry Survey and the compensation of our General Counsel against a size appropriate cut of the 2016 Towers Watson General Industry Survey and the 2016 Towers Watson Consumer Products / Food & Beverage Select Cut. Information about these benchmarking groups is set forth below.


~~Peer Group~~	~~Selection Criteria~~	Ø ~~U.S. publicly traded companies of comparable size with manufacturing operations (generally based on revenue of 0.4x to 2.5x and market capitalization of 0.25x to 4x compared to our company)~~ Ø ~~Strongin-house~~ ~~R&D activities~~ Ø ~~Global scope with significant international presence (international operations generally accounting for at least 25% of total revenues)~~ Ø ~~Growth orientation, with positive sales and earnings growth over the three years prior to the review and selection of the peer group~~ Ø ~~Companies that are included in the peer groups of at least 3 of the 16 companies that are within our current compensation peer group (“peers of current peers”)~~ Ø ~~Companies that include us in their compensation peer group~~
	~~Component Companies~~	Ø ~~Church & Dwight Co, Inc.~~ Ø ~~The Clorox Company~~ Ø ~~Coty, Inc.~~ Ø ~~Dr Pepper Snapple Group, Inc.~~ Ø ~~Edgewell Personal Care~~ Ø ~~The Estée Lauder Companies Inc.~~ Ø ~~The Hain Celestial Group, Inc.~~ Ø ~~Herbalife Ltd.~~	Ø ~~The Hershey Company~~ Ø ~~McCormick & Company, Inc.~~ Ø ~~Mead Johnson Nutrition Company~~ Ø ~~Nu Skin Enterprises, Inc.~~ Ø ~~Revlon, Inc.~~ Ø ~~Sensient Technologies Corporation~~ Ø ~~Spectrum Brands Holdings, Inc.~~ Ø ~~Tupperware Brands Corporation~~
	~~Position in Group~~	Ø ~~Between the 25th percentile and median for revenue and at the 50th percentile of market capitalization as of 12/31/16~~
~~Size Appropriate Cut of the Towers~~ ~~Watson~~ ~~General Industry Survey~~	~~Selection Criteria~~	Ø ~~up to 157 companies (depending on the position)~~ Ø ~~$1 billion to $6 billion in reported revenues~~ Ø ~~Revenues interpolated to our 2016 trailing four-quarter revenue size:~~ ~~• $3.1 billion for corporate positions~~ ~~• $1.6 billion for Fragrances~~ ~~• $1.5 billion for Flavors~~
~~Towers~~ ~~Watson~~ ~~Consumer Products / Food & Beverage~~ ~~Select Cut~~	~~Selection Criteria~~	Ø ~~22 companies (including four companies that are also part of the 2016 Peer Group)~~ Ø ~~$1 billion to $7 billion in reported revenues, with median revenues of $3 billion~~

58~~IFF~~ ~~| 2018 PROXY STATEMENT~~

~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~Changes to 2018 Peer Group~~

In August 2017, the Committee reviewed its Peer Group with its independent compensation consultant for purposes of its upcoming 2018 target compensation setting process. The Committee determined not to make any change to the peer group for 2018, as it allows for the use of a largely consistent peer group that is statistically reliable, provides familiar market information and facilitates managing the compensation program on a multi-year basis.

~~Clawback Policy~~

All compensation under our 2010 Stock Award and Incentive Plan and our 2015 Stock Award and Incentive Plan, including AIP, LTIP, ECP and other cash and equity awards, as well as payments made under our ESP, are subject to clawback.

~~The triggers for recovery of compensation under our compensation recoupment and clawback policies include:~~

~~accounting restatements;~~

~~financial misstatements (without regard to fault);~~

~~an employee’s willful misconduct;~~

~~violation of a Company policy that is materially detrimental to our Company; or~~

~~an employee’s violation ofnon-competition,non-solicitation,~~ ~~confidentiality and similar covenants.~~

~~Tax Deductibility~~

For our 2017 compensation decisions, we generally attempted to structure executive compensation to be tax deductible. However the Committee also believes that under some circumstances, such as to attract or to retain key executives, to recognize outstanding performance or to take into account the external business environment, it may be important to compensate one or more key executives above tax deductible limits. In December 2017, the U.S. tax code was amended by the Tax Cuts and Jobs Act of 2017 (“Tax Act”), restricting the availability of tax deductibility for executive compensation paid to our NEOs. The Committee is continuing to assess the impact of the Tax Act on our compensation programs.

~~2018 Compensation Actions~~

In early 2018, the Compensation Committee approved changes to our AIP applicable to our NEOs to adjust the weightings of certain components to align corporate and business unit metrics. Effective with the fiscal 2018 AIP, (1) for NEOs evaluated solely on corporate performance, the currency neutral sales growth component will be reduced to 30% of the weighting and the working capital component will increase to 20% of the weighting and (2) for NEOs evaluated on a combination of business unit and corporate performance, the corporate components will constitute 20% of the weighting (with the corporate currency neutral sales growth and working capital components each weighted at 5% and the corporate operating profit component weighted at 10%) and the business unit components will constitute 80% of the weighting (with the business unit currency neutral sales growth and operating profit components each weighted at 25% and the business unit gross margin and working capital components each weighted at 15%).

~~Non-GAAP~~ ~~Reconciliation~~

~~This Compensation Discussion and Analysis includes the followingnon-GAAP~~ ~~financial measures: currency neutral sales, adjusted operating profit and adjusted earnings per share. Please see Exhibit A of this proxy statement for a reconciliation of such metrics.~~

~~IFF~~ ~~| 2018 PROXY STATEMENT~~ 59

~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~Compensation Committee Report~~

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis included in this proxy statement. Based on those reviews and discussions, the Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement for filing with the Securities and Exchange Commission and incorporated by reference into our Annual Report on Form~~10-K~~ ~~for the fiscal year ended December 31, 2017.~~

Compensation Committee

~~Roger~~The Committee is responsible for overseeing the determination, implementation and administration of executive compensation (including equity awards, benefits and perquisites). The Committee recommends CEO compensation to the independent directors of the Board for their approval and approves the compensation of all other NEOs.

Compensation Consultant

Frederic W. ~~Ferguson, Jr. (Chair)~~Cook & Co., Inc. (“FW Cook”) is engaged as the Committee’s independent compensation consultant. Since August 2015, FW Cook has worked with the Committee to provide it with analyses, advice, guidance and recommendations on executive compensation levels versus peers, market trends and incentive plan designs. FW Cook is engaged exclusively by the Committee on executive andnon-employee director compensation matters and does not have other consulting arrangements with us. The Committee considers the independence of FW Cook on an annual basis, and in 2019 it determined FW Cook was independent and that no conflicts of interest existed.

~~Michael Ducker~~

Management

Our CEO evaluates individual performance and, with input from the Committee’s independent compensation consultant, the CEO and CHRO evaluate the competitive pay positioning for senior management members that report directly to the CEO, including our NEOs, and make recommendations to the Committee concerning each such executive’s target compensation. Our CEO follows the same process with regard to the target compensation for our CHRO, without her input, and the Committee follows the same process with regard to the target compensation for our CEO, without his input.

~~Christina Gold~~

Shareholder Advisory Vote

IFF|2020 PROXY STATEMENT55

COMPENSATION DISCUSSION AND ANALYSIS

For 2019 compensation decisions regarding our NEOs, the Committee benchmarked compensation of our NEOs against our Peer Group and a size appropriate cut of the 2018 Towers Watson General Industry Survey. Information about these benchmarking groups is set forth below.

Selected
Peer Group

Selection Criteria

~~Katherine M. Hudson~~

~~Dale F. Morrison~~Ø U.S. publicly traded companies of comparable size with manufacturing operations (generally based on revenue of 0.4x to 2.5x and market capitalization of 0.25x to 4x compared to our Company)

60Ø Strong~~IFF~~ ~~| 2018 PROXY STATEMENT~~in-house R&D activities

Ø Global scope with significant international presence (international operations generally accounting for at least 25% of total revenues)

~~The Dodd-Frank Wall Street Reform~~

Ø Growth orientation, with positive sales and ~~Consumer Protection Act of 2010 (known as~~earnings growth over the ~~“Dodd-Frank Act”) requires us~~three years prior to ~~provide our shareholders with~~ the ~~opportunity to approve, on a nonbinding, advisory basis, the compensation of our NEOs as disclosed in this proxy statement in accordance with the compensation disclosure rules~~review and selection of the ~~SEC, often referred to as “Say on Pay.”~~

The core of our executive compensation philosophy is that our executives’ compensation should be linked to achievement of financial and operating performance metrics that build shareholder value over both the short- and long-term. We have designed our compensation program to focus on elements that we believe will contribute to these shareholder value drivers. As such, our compensation program:peer group

~~includes a significant equity component,~~

~~is variable and tied to multiple value-creating performance metrics,~~

~~reflects each executive’s position, role, responsibility and experience, and~~

~~rewards individual performance and contributions toward our annual financial performance objectives.~~

~~In 2017, 95.2%~~Ø Companies that are included in the peer groups of at least 3 of the ~~votes cast on~~16 companies that are within our~~say-on-pay~~ ~~proposal relating to 2016 executive~~ current compensation ~~voted for the proposal. In deciding how to cast your vote on this proposal, the Board requests that you consider the structure~~peer group (“peers of ~~the Company’s executive compensation program, which is more fully discussed in this proxy statement under the heading “Compensation Discussion and Analysis.”~~

~~This vote isnon-binding;~~ however, we value the opinions of our shareholders and accordingly the Board and the Compensation Committee will consider the outcome of this advisory vote in connection with future executive compensation decisions.

~~For reasons set forth above, the Board recommends that you vote for the compensation paid to the NEOs in 2017.~~

~~Accordingly, we will ask our shareholders to vote on the following resolution at the 2018 Annual Meeting:~~

“RESOLVED, that, the compensation paid to the Company’s NEOs in 2017, as disclosed in this proxy statement for our 2018 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and related narrative disclosure, is hereby approved.”current peers”)

Changes to 2020 Selected Peer Group

In August 2019, the Committee reviewed with its independent compensation consultant the selected peer group for purposes of the upcoming 2020 target compensation setting process. As a result of this review, the Committee approved the following changes to the peer group for purposes of the 2020 target compensation setting process: (i) each of Dr. Pepper Snapple Group and Spectrum Brands were removed from the peer group because they have been acquired; and (ii) each of Bausch Health Companies Inc. (formerly Valeant Pharmaceuticals), Brown-Forman Corporation, Catalent, Inc., Keurig Dr. Pepper Inc., and Hormel Foods Corporation were added to the peer group.

IFF|2020 PROXY STATEMENT57

COMPENSATION DISCUSSION AND ANALYSIS

Clawback Policy

The triggers for recovery of compensation under our compensation recoupment and clawback policies include:

accounting restatements;

financial misstatements (without regard to fault);

an employee’s willful misconduct;

violation of a Company policy that is materially detrimental to our Company; or

an employee’s violation ofnon-competition,non-solicitation, confidentiality or similar covenants.

Tax Deductibility

Prior to the effectiveness of the Tax Cuts and Jobs Act of 2017 (the “Tax Act”), Section 162(m) of the Internal Revenue Code (“Section 162(m)”) imposed an annual deduction limit of $1 million on the amount of compensation paid to each of the chief executive officer and certain other named executive officers. The deduction limit did not apply to performance-based compensation satisfying the requirements of Section 162(m). Effective in fiscal year 2018, the Tax Act eliminated the Section 162(m) provisions exempting performance-based compensation from the $1 million deduction limit. While the Committee will continue to take into account the tax and accounting implications (including with respect to the expected lack of deductibility under the revised Section 162(m)) when making compensation decisions, it reserves the right to make compensation decisions based on other factors if the Committee determines it is in its best interests to do so. Further, taking into account the elimination of the exemption for performance-based compensation under Section 162(m), the Committee may determine to make changes or amendments to its existing compensation programs in order to revise aspects of our programs that were initially designed to comply with Section 162(m) but that may no longer serve as an appropriate incentive measure for our executive officers.

2020 Compensation Actions

In March 2020, the Compensation Committee approved the following changes to our AIP applicable to our NEOs effective for the 2020 fiscal year: (i) the Company’s capital expenditures will represent 50% of the working capital weighting, and (ii) with respect to the Company’s Divisional CEOs, decreasing by 5% the business unit weighting of the gross margin component, and increasing by 5% the business unit weighting of the working capital component; thereby, enhancing the focus on cash generation.

In addition, the Committee, in consultation with management and FW Cook, evaluated the LTIP performance metrics for the 2020-2022 cycle. In light of the proposed combination with the DuPont Nutrition & Biosciences business, that is expected to close in the first quarter of 2021, the Committee decided to divide the Net Debt Ratio metric into one annual performance segment for 2020, weighted at 16.67%, and a cumulativetwo-year performance segment for 2021-2022, weighted at 33.33%. The cumulative, three-year Relative TSR will continue to be weighted at 50%.

The Compensation Committee established the 2020 performance targets without the benefit of being able to consider the more recent developments regarding the COVID-19 pandemic. We will continue to monitor and assess the potential impact on our business operations. As a result, the Compensation Committee may exercise its discretion to adjust the 2020 performance targets as appropriate.

In 2020, the Company will report financial results in two segments, Taste and Scent, incorporating nearly all Frutarom business into the Taste segment.

58IFF|2020 PROXY STATEMENT

COMPENSATION DISCUSSION AND ANALYSIS

Non-GAAP Reconciliation

This CD&A includes the followingnon-GAAP financial measures: currency neutral sales, adjusted operating profit and adjusted earnings per share. Please seeExhibit A of this proxy statement for a reconciliation of such metrics.

Compensation Committee Report

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis included in this proxy statement. Based on those reviews and discussions, the Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement for filing with the Securities and Exchange Commission and incorporated by reference into our Annual Report onForm 10-K for the fiscal year ended December 31, 2019.

Compensation Committee

Roger W. Ferguson, Jr. (Chair)

Michael Ducker

Christina Gold

Katherine M. Hudson

Dale F. Morrison

Dr. Li-Huei Tsai

IFF|2020 PROXY STATEMENT59

LOGO

Proposal 3 - Advisory Vote on Executive Compensation

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (known as the “Dodd-Frank Act”) requires us to provide our shareholders with the opportunity to approve, on a nonbinding, advisory basis, the compensation of our NEOs as disclosed in this proxy statement in accordance with the compensation disclosure rules of the SEC, often referred to as “Say on Pay.”

The core of our executive compensation philosophy is that our executives’ compensation should be linked to achievement of financial and operating performance metrics that build shareholder value over both the short- and long-term. We have designed our compensation program to focus on elements that we believe will contribute to these shareholder value drivers. As such, our compensation program:

includes a significant equity component,

is variable and tied to multiple value-creating performance metrics,

reflects each executive’s position, role, responsibility and experience, and

rewards individual performance and contributions toward our financial performance objectives.

In 2019, 92.9% of the votes cast on oursay-on-pay proposal relating to 2018 executive compensation voted for the proposal. In deciding how to cast your vote on this proposal, the Board requests that you consider the structure of the Company’s executive compensation program, which is more fully discussed in this proxy statement under the heading “Compensation Discussion and Analysis.”

This vote isnon-binding; however, we value the opinions of our shareholders and accordingly the Board and the Compensation Committee will consider the outcome of this advisory vote in connection with future executive compensation decisions.

For reasons set forth above, the Board recommends that you vote for the compensation paid to the NEOs in 2019.

Accordingly, we will ask our shareholders to vote on the following resolution at the 2020 Annual Meeting:

“RESOLVED, that, the compensation paid to the Company’s NEOs in 2019, as disclosed in this proxy statement for our 2020 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and related narrative disclosure, is hereby approved.”

~~IFF~~ ~~| 2018 PROXY STATEMENT~~ Ö61

~~Proposal 3 – Advisory Vote on Executive Compensation~~

~~Summary Compensation Table~~YOUR BOARD RECOMMENDS A VOTE “FOR”

~~The following table sets forth the compensation for:~~THE COMPENSATION PAID TO OUR NEOS IN 2019

~~our current CEO;~~

~~our current CFO; and~~

~~our three other most highly compensated executive officers who were serving as executive officers as of December 31, 2017.~~

We refer to the executive officers included in the Summary Compensation Table as our NEOs. A detailed description of the plans and programs under which our NEOs received the following compensation can be found in this proxy statement under the heading “Compensation Discussion and Analysis.”

Name and Principal Position
Year Salary
($)(1) Stock
Awards
($)(2)(3) Non-Equity
Incentive Plan
Compensation
($)(4)(5)

Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($)(6)
All Other
Compensation
($)(7)
Total
($)

Andreas Fibig
2017 1,300,000 3,042,803 2,916,010 — 488,636 7,747,449
Chairman and CEO
2016 1,275,000 2,963,837 1,670,801 — 300,595 6,210,233
2015 1,200,000 3,173,165 1,702,478 — 133,099 6,208,742

Richard O’Leary
2017 500,000 680,887 584,579 — 130,331 1,895,797
CFO
2016 422,131 1,346,578 227,620 — 112,537 2,108,866
2015 445,311 541,687 200,542 — 78,053 1,265,593

Nicolas Mirzayantz
2017 600,000 907,888 741,723 195,808 126,646 2,572,065
Group President, Fragrances
2016 600,000 1,010,428 452,834 43,291 153,913 2,260,466
2015 585,000 1,088,973 506,351 — 169,083 2,349,407

Matthias Haeni (8)
2017 543,750 699,793 855,316 — 1,057,801 3,156,660
Group President, Flavors
2016 518,750 830,353 492,074 — 1,537,189 3,378,366
2015 490,000 729,004 375,043 — 782,736 2,376,783

Anne Chwat
2017 475,000 668,346 481,731 — 175,383 1,800,460
General Counsel
2016 472,500 761,326 293,960 — 183,826 1,711,612
2015 465,000 738,915 308,330 — 155,487 1,667,732

~~(1)~~

The 2017 amounts in this column include (i) the following amounts deferred under the DCP: Mr. Fibig — $117,000; Mr. O’Leary — $85,000; Mr. Mirzayantz — $48,000; and Ms. Chwat —$237,500; and (ii) the following amounts deferred under the Retirement Investment Fund Plan (401(k)): Mr. Fibig — $24,000; Mr. O’Leary — $24,000; Mr. Mirzayantz — $24,000 and Ms. Chwat —$19,000.

~~(2)~~

The amounts in the Stock Awards column represent the aggregate grant date fair value of equity awards granted during each respective fiscal year, calculated in accordance with FASB ASC Topic 718. Details on and assumptions used in calculating the grant date fair value of RSUs, PRSUs and LTIP equity incentive compensation may be found in Note 12 to our audited financial statements for the fiscal year ended December 31, 2017 included in our Annual Report on Form~~10-K~~ for the fiscal year ended December 31, 2017. The grant date fair value attributable to the 2017-2019 LTIP cycle awards pertains to the 50% portion of those awards that will be payable in our common stock if the performance conditions are satisfied and is based on the probable outcome of such conditions. The

62~~IFF~~ ~~| 2018~~

60IFF | 2020 PROXY STATEMENT

LOGO

Executive Compensation

Summary Compensation Table

The following table sets forth the compensation for:

our current CEO;

our CFO as of December 31, 2019; and

our three other most highly compensated executive officers who were serving as executive officers as of December 31, 2019.


Name and Principal Position	Year		Salary ($)(1)		Stock Awards ($)(2)(3)		Non-Equity Incentive Plan Compensation ($)(4)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5)		All Other Compensation ($)(6)		Total ($)

Andreas Fibig		2019		1,300,000		4,744,096		819,300		—		765,688		7,629,084

Chairman and CEO		2018		1,300,000		4,095,961		2,634,583		—		491,396		8,521,940

		2017		1,300,000		3,042,803		2,916,010		—		488,636		7,747,449



Richard O’Leary		2019		515,000		983,137		210,436		—		153,826		1,862,399

CFO		2018		511,250		819,108		589,329		—		144,333		2,064,020

		2017		500,000		680,887		584,579		—		130,331		1,895,797



Nicolas Mirzayantz		2019		612,000		851,105		476,003		356,825		135,408		2,431,342

Divisional Chief Executive Officer, Scent		2018		609,000		879,071		574,667		(118,955)		144,745		2,088,528

		2017		600,000		907,888		741,723		195,808		126,646		2,572,065



Matthias Haeni (7)		2019		574,230		851,105		212,412		—		104,526		1,742,273

Divisional Chief Executive Officer, Taste		2018		577,217		2,826,550		776,943		—		104,680		4,285,390

		2017		543,750		699,793		855,316		—		1,057,801		3,156,660



Anne Chwat		2019		485,000		716,070		134,270		—		158,866		1,494,206

General Counsel		2018		482,500		667,520		437,523		—		174,805		1,762,347

		2017		475,000		668,346		481,731		—		175,383		1,800,460

(1)

The 2019 amounts in this column include (i) the following amounts deferred under the DCP: Mr. Fibig — $390,000; Mr. O’Leary — $77,250; Mr. Mirzayantz — $61,200 and Ms. Chwat — $121,250, and (ii) the following amounts deferred under the Retirement Investment Fund Plan (401(k)): Mr. Fibig — $25,000; Mr. O’Leary — $25,000; Mr. Mirzayantz — $25,000 and Ms. Chwat — $25,000.

(2)

The amounts in the Stock Awards column represent the aggregate grant date fair value of all equity awards granted during each respective fiscal year, including the 50% portion of 2019-2021 LTIP cycle awards that will be payable in our common stock if the performance conditions are satisfied. The grant date fair value is calculated in accordance with FASB ASC Topic 718. Details on and assumptions used in calculating the grant date fair value of RSUs, PRSUs and LTIP equity incentive compensation may be found in Note 14 to our audited financial statements for the fiscal year ended December 31, 2019 included in our Annual Report on Form10-K for the fiscal year ended

IFF | 2020 PROXY STATEMENT 61

EXECUTIVE COMPENSATION

~~value of these awards at the~~December 31, 2019. The grant date iffair value attributable to the 2019-2021 LTIP cycle awards is based on the probable outcome of the performance conditions. The maximum level of ~~performance conditions was to~~payout for the 2019-2021 LTIP can be ~~achieved is as follows: Mr. Fibig — $2,248,000; Mr. O’Leary — $562,000; Mr. Mirzayantz — $562,000; Mr. Haeni — $562,000; and Ms. Chwat — $320,340.~~found in the Grants of Plan-Based Awards Table. The actual number of shares earned byand credited for the NEOs for the completed ~~2015-2017~~2017-2019 LTIP cycle and for the ~~2017~~2019 segment of ~~each of~~ the ~~2016-2018 LTIP cycle and 2017-2019~~2018-2020 LTIP cycle can be found in the narrative following the Grants of Plan-Based Awards Table under the heading “Long-Term Incentive Plan.”

(3)

The grant date fair value attributable to ~~PRSU awards~~PRSUs included in the Stock Awards column pertains to the value of the matching portion of the award. Not reflected in this column is the value of shares delivered or cash paid by NEOs to purchase shares in fiscal year ~~2017~~2019 for the participant’s portion of the ~~PRSU~~PRSUs award. As discussed in the Compensation Discussion and Analysis, participants in our ECP are permitted to satisfy the purchase price of ~~PRSU shares~~PRSUs by tendering shares of our common stock or paying cash. The ~~following NEOs~~number of shares purchased or tendered ~~the number of shares indicated~~by each NEO in fiscal year ~~2017,~~2019, in each case at a price per share equal to the closing stock price on the date of ~~grant: Mr. Fibig — $1,134,739~~grant, corresponds to the amount shown in the Grants of Plan-Based Awards Table for ~~8,643 shares; Mr. O’Leary — $453,869 for 3,457 shares; Mr. Mirzayantz — $680,870 for 5,186 shares; Mr. Haeni — $472,775 for 3,601 shares; Ms. Chwat — $538,946 for 4,105 shares.~~PRSUs.

(4)

The ~~2017~~2019 amounts in this column include ~~the following~~(1) amounts earned under the ~~2017 AIP: Mr. Fibig — $1,709,760; Mr. O’Leary — $438,400; Mr. Mirzayantz — $440,160; Mr. Haeni — $553,753; Ms. Chwat — $312,360.~~2019 AIP and (2) the aggregate cash portion of the LTIP awards earned and credited for the completed 2017-2019 LTIP cycle and the 2019 segment of the 2018-2020 LTIP cycle and for the cumulative segment under the 2017-2019 LTIP cycle. Amounts earned under the 2019 AIP can be found in the “2019 Individual AIP Payouts” table in the Compensation Discussion and Analysis. Aggregate amounts earned and credited for 2019 under the LTIP can be found below in the discussion under “Long-Term Incentive Plan.”

(5)

LTIP cycles have four performance segments related to each year in the three-year LTIP cycle and the cumulative results for the full three-year cycle. Any amounts earned under a performance segment are credited on behalf of the executive at the end of the relevant segment, but such credited amounts are not paid until the completion of the three-year LTIP cycle. Upon completion,~~one-half~~ of any award earned for a completed LTIP cycle is paid in cash and the remaining half is paid in shares of our common stock. The cash portion of the NEOs’ credited awards is reported in this column for the year in which such amount was earned, rather than in the year in which such award is actually paid. The amounts in this column related to 2017 include the amounts earned and credited for the 2017 segment of the 2016-2018 and 2017-2019 LTIP cycles and the following amounts earned for the 2017 and cumulative segments under the completed 2015-2017 LTIP cycle: Mr. Fibig — $839,750; Mr. O’Leary — $82,042; Mr. Mirzayantz — $209,938; Mr. Haeni — $209,938; Ms. Chwat — $117,145.

~~(6)~~

The amounts in this column represent the aggregate change in the actuarial present value of the NEO’s accumulated benefit under our U.S. Pension Plan (our qualified defined benefit plan) and our Supplemental Retirement Plan (ournon-qualified defined benefit plan). Earnings in the interest bearing account in the DCP were not above-market, and earnings in other investment choices under the DCP were not preferential, and therefore are not included.

~~(7)~~(6)

Details of the ~~2017~~2019 amounts set forth in this column are included in the All Other Compensation Table.

~~(8)~~(7)

~~On November 1, 2017,~~

All amounts for Mr. Haeni ~~relocated~~have been converted from Euros to Hilversum, Netherlands. As a result, for 2017 a portion of his salary was paid in Euros and his AIP and LTIP awards are paid in Euros. For his 2017 salary, we determined the US Dollar value of Euro portion using theUSD, based on an exchange rate of ~~1.19 Euros to~~1.1212 US Dollars ~~which was the exchange rate in effect when he relocated. For the 2017 AIP and LTIP amounts in theNon-Equity~~ ~~Incentive Compensation Plan column, his awards have been or will be paid in~~to Euros ~~and converted into US Dollars based on the exchange rate of 1.188 Euros to US Dollars~~ (the exchange rate as of ~~December 29, 2017)~~January 3, 2020).

Pay Ratio

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of RegulationS-K, we are providing the following information about the relationship of the median annual total compensation of our employees and the annual total compensation of our CEO, Andreas Fibig.

In October 2018, we acquired Frutarom and, as a result, we excluded approximately 5,570 individuals from our employee population when we identified our median employee last year, as permitted by the pay ratio rules. Due to the significant change in our employee population, we have identified a new median employee for the calculation of the pay ratio for 2019.

We selected January 3, 2020, the last day of our fiscal year, as the date for identifying the median employee. On that date, our employee population consisted of approximately 13,119 individuals working at our parent company and consolidated subsidiaries, of which approximately 2,046 were located in the United States and 11,073 were located outside the United States.

62IFF| ~~2018~~2020 PROXY STATEMENT63

EXECUTIVE COMPENSATION

~~As of December 29, 2017,~~We identified our employee population consisted of approximately 7,300 individuals working at our parent company and consolidated subsidiaries, of which approximately 1,500 are located in the United States and 5,800 are located outside the United States. We selected December 29, 2017, the last day of our fiscal year, as the determination date for identifying the median employee.

~~To identify the~~ median employee ~~we calculated~~by calculating the amount of ~~annual target total cash compensation (salary plus target annual incentive compensation)~~base pay paid to all of our employees (other than the CEO) ~~based on the~~. We did not include annual incentive compensation ~~information maintained in a centralized database. Since we do not widely distribute annual~~or equity-based awards to our ~~employees, the value of such awards was excluded from the compensation calculation used to determine the median employee.~~employees. We did not make any~~cost-of-living~~ ~~or other~~ cost of living adjustments, ~~in identifying~~but did annualize the ~~median employee.~~compensation of any employees hired during 2019.

As permitted by the pay ratio rules, we excluded employees from India, totaling 547 employees (or approximately 4% of our global workforce). Based on this methodology, the median employee was a full-time, salaried employee in our Tilburg Plant in the Netherlands. We calculated the ~~2017~~2019 total annual compensation of such employee in accordance with the requirements of the executive compensation rules for the Summary Compensation Table (Item 402(c)(2)(x) of RegulationS-K). Under this calculation, the median employee’s annual total compensation was ~~$61,140,~~$38,981 based on a Euro to USU.S. Dollar exchange rate of ~~$1.1888~~$1.1212 (the exchange rate as of ~~December 29, 2017)~~January 3, 2020).

Utilizing the same executive compensation rules, and consistent with the amount reported in the “Total” Column of our ~~2017~~2019 Summary Compensation Table above for the CEO, the annual total compensation of our CEO was ~~$7,747,449.~~$7,629,084. The resulting ratio of the annual total compensation of the CEO to the annual total compensation of the median employee was ~~126.7~~196 to 1.

~~2017~~2019 All Other Compensation


	Dividends on Stock Awards ($)(1)		Company Contributions to Savings and Defined Contribution Plans ($)(2)			Auto ($)(3)		Financial/ Estate Planning, Tax Preparation and Legal Services ($)		Executive Death Benefit Program ($)(4)		Matching Charitable Contributions ($)		Cost of Living Allowance ($)			Tax Equalization/ Assistance ($)(5)			Other ($)(6)		Total ($)		Dividends on Stock Awards ($)(1)		Company Contributions to Savings and Defined Contribution Plans ($)(2)		Auto ($)(3)		Financial/ Estate Planning, Tax Preparation and Legal Services ($)		Executive Death Benefit Program ($)(4)		Matching Charitable Contributions ($)		Other ($)(5)		Total ($)
Andreas Fibig		38,197		374,644			54,593		6,950		5,313		—		—			—			8,939		488,636		126,776		552,070		32,501		13,400		32,002		0		8,939		765,688
Richard O’Leary		15,161		60,202			16,376		9,613		14,588		10,000		—			—			4,391		130,331		34,634		73,512		11,752		7,500		19,037		—		7,391		153,826
Nicolas Mirzayantz		34,265		57,696			12,200		—		12,448		1,500		—			—			8,537		126,646		45,041		47,555		10,958		9,000		15,717		500		6,637		135,408
Matthias Haeni(6)		17,615		59,573	(7)		14,099		—		7,046		—		60,000	(7)		890,261	(7)		9,207		1,057,801		27,600		44,216		12,543		0		15,267		0		4,900		104,526
Anne Chwat		26,094		102,255			13,800		—		11,155		10,000		—			—			12,079		175,383		37,196		58,340		16,084		10,000		15,130		10,000		12,116		158,866

(1)	The amounts in this column represent dividend equivalents paid during ~~2017~~2019 on shares of ~~PRS and~~ PRSUs.

(2)

The amounts in this column represent: (i) matching amounts paid under our Retirement Investment Fund Plan (401(k)); (ii) amounts matched or set aside by our Company under our DCP (which are matching contributions that would otherwise be made under our 401(k) plan but for limitations under U.S. tax law); (iii) the dollar value of premium shares credited to the accounts of participants in the DCP who elect to defer their cash compensation into the IFF Stock Fund; and (iv) for Mr. Haeni, ~~$49,729~~amounts contributed to his European retirement plan in lieu of participation in the Company’s savings ~~plans and an additional savings allowance of $9,844.~~plans. The premium shares may be forfeited if the executive does not remain employed by our Company for the full calendar year following the year during which such shares are credited. Dividend equivalents are credited on shares (including premium shares) held in accounts of participants who defer into the IFF Stock Fund. Dividend equivalents are included in the Aggregate Earnings in Last Fiscal Year column of theNon-Qualified Deferred Compensation Table and are not included in the amounts represented in this column.

(3)

The amounts in this column represent the personal use of automobiles provided by our Company. The value of such use was determined by using standard IRS vehicle value tables and multiplying that value by the percent of personal use. The value of fuel was determined by multiplying the overall fuel cost by the percent of personal use. In both cases personal use percentages were determined on a mileage basis. The amounts in this column also include the cost paid by us for CEO use of our Company driver.

64IFF~~IFF~~| ~~2018~~2020 PROXY STATEMENT63

EXECUTIVE COMPENSATION

(4)

The amounts in this column represent costs for the corporate-owned life insurance coverage we have purchased to offset liabilities that may be incurred under our Executive Death Benefit Program. No participant in this program has or will have any direct interest in the cash surrender value of the underlying insurance policy.

(5)	The amounts in this column for Mr. Haeni represent a tax gross up credit on his tax equalization payment, a tax equalization payment of $781,079, and a tax gross up of $174,182 on the tax equalization payment. The tax gross up and tax equalization payments to Mr. Haeni ended in 2017.

~~(6)~~

The amounts in this column represent, for each of our executives (i) health club membership, (ii) annual physical examination and (iii) amounts paid under our Supplemental Long-Term Disability Plan.

~~(7)~~(6)

All amounts for Mr. Haeni ~~has elected~~have been converted from Euros to ~~participate in~~USD, based on an ~~alternative savings program and, in lieu~~exchange rate of ~~his participation in our 401(k) plan and DCP, the Company provides Mr. Haeni an annual savings allowance equal~~1.1212 US Dollars to ~~11%~~Euros (the exchange rate as of his annual base salary as an employer contribution to the Swiss pension plan of his choosing. Through October 2017, Mr. Haeni received certain transitional assistance, including (i) a monthly living allowance, (ii) tax equalization payments (subject to~~gross-up)~~ equal to 25% of the difference in income taxation between Singapore and New York City, and (iii) an additional savings allowance equal to 25% of the difference between the annual savings allowance and his previous pension payments.January 3, 2020).

Employment Agreements or Arrangements

Mr. Fibig

Pursuant to the terms of a letter agreement dated May 26, 2014 between our Company and Mr. Fibig, he became our CEO effective September 1, 2014 and Chairman of the Board as of December 1, 2014.

Under this agreement, Mr. Fibig’s employment is on anat-will basis until terminated by either party. Mr. Fibig is entitled to the following compensation under the agreement:

A target AIP bonus of 120% of his base salary and a potential maximum annual bonus of 240% of his base salary;

An LTIP target of $2,000,000 and a maximum of up to 200% of the LTIP target; and

Participation in the ECP program.

Mr. Fibig’s salary is reviewed by the Board periodically and may be increased, but not decreased. The letter agreement provides fornon-competition,non-solicitation,non-disclosure, cooperation andnon-disparagement covenants.

Mr. Fibig’s letter agreement grants him certain rights upon termination of his employment. These rights are described in this proxy statement under the heading “Termination of Employment and Change in Control Arrangements — Other Separation Arrangements.”

Other NEOs

The compensation of our other NEOs is approved by the Compensation Committee and is generally determined by the terms of the various compensation plans in which they are participants and which are described in this proxy statement more fully above in the Compensation Discussion and Analysis, in the narrative following the Grants of Plan-Based Awards Table and under the heading “Termination of Employment and Change in Control Arrangements.” In addition, their salary is reviewed, determined and approved on an annual basis by our Compensation Committee. Executives also may be entitled to certain compensation arrangements provided or negotiated in connection with their commencement of employment with our Company, or as required by local law.

64IFF| ~~2018~~2020 PROXY STATEMENT65

EXECUTIVE COMPENSATION

~~2017~~2019 Grants ofPlan-Based Awards

The following table provides information regarding grants of plan-based awards to our NEOs during ~~2017.~~2019. The amounts reported in the table under “Estimated Future Payouts underNon-Equity Incentive Plan Awards” and “Estimated Future Payouts under Equity Incentive Plan Awards” represent the threshold, target and maximum awards under our AIP and LTIP programs. ~~The~~

For a further understanding of the performance conditions applicable to the AIP and LTIP ~~are described in the Compensation Discussion and Analysis.~~

~~With regard to the AIP,~~awards, the percentage of each ~~NEO’s target~~ award that was actually achieved for ~~2017~~2019 based on satisfaction of such conditions, and the amount earned in 2019 by each NEO under the 2019 AIP ~~performance conditions is discussed~~and the 2018-2020 LTIP cycle, please review the discussion under “Annual Incentive Plan” in the Compensation Discussion and ~~Analysis. The amount actually paid to each NEO in 2018 based on 2017 performance under the AIP is included in theNon-Equity~~ ~~Incentive Plan Compensation column of the Summary Compensation Table.~~

~~With regard to the LTIP, the amounts of each NEO’s award that were actually achieved for 2015-2017 based on satisfaction of the performance conditions for the 2015-2017 LTIP~~Analysis above and the 2017 segment of each of the 2016-2018 LTIP and 2017-2019 LTIP cycles are set forth following the Grants of Plan-Based Awards Table. In addition, cash amounts earned by each NEO for the cumulative and 2017 segment of the 2015-2017 LTIP cycle and the 2017 segments of the 2016-2018 LTIP and 2017-2019 LTIP cycles are also included in the~~Non-Equity~~discussion under “Long-Term Incentive Plan Compensation column of the Summary Compensation Table. However, any cash or shares credited to a NEO based on achievement of performance conditions during a segment will not be paid until completion of the full LTIP cycle and could be forfeited if a NEO leaves the Company prior to the payment date.Plan” that immediately follows this table.


Name	Type of Award (1)	Grant Date (2)		Date of Compensation Committee / Board Approval		Estimated Future Payouts Under Non-Equity Incentive Plan Awards (3)						Estimated Future Payouts Under Equity Incentive Plan Awards (4)						All Other Stock Awards: Number of Shares of Stock or Units (#) (5)		Grant Date Fair Value of Stock Awards ($) (6)		Type of Award (1)	Grant Date (2)		Date of Compensation Committee / Board Approval		Estimated Future Payouts Under Non-Equity Incentive Plan Awards (3)						Estimated Future Payouts Under Equity Incentive Plan Awards (4)						All Other Stock Awards: Number of Shares of Stock or Units (#) (5)		Grant Date Fair Value of Stock Awards ($) (6)
						Threshold ($)		Target ($)		Maximum ($)		Threshold ($)		Target ($)		Maximum ($)											Threshold ($)		Target ($)		Maximum ($)		Threshold ($)		Target ($)		Maximum ($)
Andreas Fibig	AIP		2/7/2017		2/7/2017		390,000		1,560,000		3,120,000											AIP		2/5/2019		2/5/2019		390,000		1,560,000		3,120,000
	2017 LTIP		2/7/2017		2/7/2017		250,000		1,000,000		2,000,000		250,000		1,000,000		2,000,000				908,071	2019 LTIP		2/5/2019		2/5/2019		359,375		1,437,500		2,875,000		359,375		1,437,500		2,875,000				1,444,256
	PRSU		5/3/2017		2/7/2017														8,643		1,134,739	PRSU		5/1/2019		2/5/2019														20,026		2,759,983
	RSU		5/3/2017		2/7/2017														7,203		999,993	RSU		5/1/2019		2/5/2019														4,172		539,857

Richard O’Leary	AIP		2/7/2017		2/7/2017		100,000		400,000		800,000											AIP		2/5/2019		2/5/2019		103,000		412,000		824,000
	2017 LTIP		2/7/2017		2/7/2017		62,500		250,000		500,000		62,500		250,000		500,000				227,018	2019 LTIP		2/5/2019		2/5/2019		62,500		250,000		500,000		62,500		250,000		500,000				251,175
	PRSU		5/3/2017		2/7/2017														3,457		453,869	PRSU		5/1/2019		2/5/2019														5,311		731,962

Nicolas Mirzayantz	AIP		2/7/2017		2/7/2017		120,000		480,000		960,000											AIP		2/5/2019		2/5/2019		122,400		489,600		979,200
	2017 LTIP		2/7/2017		2/7/2017		62,500		250,000		500,000		62,500		250,000		500,000				227,018	2019 LTIP		2/5/2019		2/5/2019		62,500		250,000		500,000		62,500		250,000		500,000				251,175
	PRSU		5/3/2017		2/7/2017														5,186		680,870	PRSU		5/1/2019		2/5/2019														4,353		599,930

Matthias Haeni(7)	AIP		2/7/2017		2/7/2017		118,343		473,372		946,744											AIP		2/5/2019		2/5/2019		114,846		459,384		918,767
	2017 LTIP		2/7/2017		2/7/2017		62,500		250,000		500,000		62,500		250,000		500,000				227,018	2019 LTIP		2/5/2019		2/5/2019		62,500		250,000		500,000		62,500		250,000		500,000				251,175
	PRSU		5/3/2017		2/7/2017														3,601		472,775	PRSU		5/1/2019		2/5/2019														4,353		599,930

Anne Chwat	AIP		2/7/2017		2/7/2017		71,250		285,000		570,000											AIP		2/5/2019		2/5/2019		72,750		291,000		582,000
	2017 LTIP		2/7/2017		2/7/2017		35,625		142,500		285,000		35,625		142,500		285,000				129,400	2019 LTIP		2/5/2019		2/5/2019		36,375		145,500		291,000		36,375		145,500		291,000				146,184
	PRSU		5/3/2017		2/7/2017														4,105		538,946	PRSU		5/1/2019		2/5/2019														4,135		569,886

(1)	AIP = ~~2017~~2019 AIP

~~2017~~2019 LTIP = ~~2017-2019~~2019-2021 Long-Term Incentive Plan Cycle

PRSU = Purchased Restricted Stock Unit

RSU = Restricted Stock Unit

(2)	All equity, AIP and LTIP grants were made under our 2015 SAIP. The material terms of these awards are described in this proxy statement under the heading “Compensation Discussion and Analysis.”

(3)

AIP amounts in this column are the threshold, target and maximum dollar values under our ~~2017~~2019 AIP. ~~2017~~2019 LTIP amounts in this column are the threshold, target and maximum dollar values of the 50% portion of our ~~2017-2019~~2019-2021 LTIP cycle that would be payable in cash if the performance conditions are satisfied.

66~~IFF~~ ~~| 2018 PROXY STATEMENT~~

~~EXECUTIVE COMPENSATION~~

(4)

~~2017~~

2019 LTIP amounts in this column are the threshold, target and maximum dollar values of the 50% portion of our ~~2017-2019~~2019-2021 LTIP cycle that would be payable in stock if the performance conditions are satisfied. The number of shares of our common stock for the 50% portion payable in stock was determined at the beginning of the ~~2017~~2019 LTIP cycle, based on ~~$120.31~~$134.36 per share, the average closing market price of a share of our common stock for the 20 trading days preceding January ~~3, 2017,~~2, 2019, the first trading day of the ~~2017-2019~~2019-2021 LTIP cycle. However, the actual value to be realized may vary depending on the closing market price of a share of our common stock on the payout date of ~~2017~~2019 LTIP awards.

IFF|2020 PROXY STATEMENT65

EXECUTIVE COMPENSATION

(5)

The amounts in this column represent the number of PRSUs and RSUs granted under the ECP. Dividend equivalents are paid on PRSUs. ~~Footnote 4 to the Summary Compensation Table states the dollar amount delivered by our NEOs (in tendered shares or cash) for these PRSU awards.~~ The material terms of the ECP awards are described in this proxy statement under the “Equity Choice Program” heading in the “Compensation Discussion & Analysis.”

(6)

The amounts in this column represent the aggregate grant date fair value of equity awards granted to our NEOs during the fiscal year ended December 31, ~~2017,~~2019, calculated in accordance with FASB ASC Topic 718. The grant date fair value of LTIP awards pertains to the 50% portion of those awards that will be payable in shares of our common stock if the performance conditions are satisfied, and is based on the probable outcome of such conditions.

(7)

66IFF| ~~2018~~2020 PROXY STATEMENT67

EXECUTIVE COMPENSATION

Long-Term Incentive Plan

As discussed above, the 2017-2019 and 2018-2020 LTIP cycles have four performance segments (1) one for each of the three years in the LTIP cycle and (2) the cumulative results for the full three-year LTIP cycle. Our 2019-2021 LTIP cycle consists of two, three-year performance segments.

For the 2017-2019 and 2018-2020 LTIP cycles, any amounts earned under an annual performance segment are credited on behalf of the executive at the end of the relevant segment, but such credited amounts are not paid until the completion of the three-year LTIP cycle and could be forfeited if a NEO leaves the Company prior to the payment date. As 50% of the LTIP award is payable in cash and 50% is payable in stock, (i) at the beginning of each cycle, the grant date fair market value of the 50% of the LTIP award payable in stock is included in the “Stock Awards” column of the Summary Compensation Table for that year and (ii) each year upon determination of the amount to be credited to the NEO for the annual segment or the cumulative segment, as the case may be, the cash portion of the NEO’s credited awards is included in the“Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table for the year in which it is earned.

~~2015-2017~~2017-2019 LTIP Payout

The following table sets forth the total amount earned by each NEO based on achievement of the corporate performance goals for each segment under the ~~2015-2017~~2017-2019 LTIP cycle and based on each executive’s target amount (or reduced target amount for each NEO who was not employed in his or her current role for the entire three-year cycle). The amount reported in the “Total” column is the amount being paid out to the NEOs in ~~2018~~2019 following completion of the ~~2015-2017~~2017-2019 LTIP cycle.


	Segment 1 (2015)				Segment 2 (2016)				Segment 3 (2017)				Cumulative (2015 — 2017)				Total				Segment 1 (2017)				Segment 2 (2018)				Segment 3 (2019)				Cumulative (2017 – 2019)				Total
	Cash ($)		Shares (#)		Cash ($)		Shares (#)		Cash ($)		Shares (#)		Cash ($)		Shares (#)		Cash ($)		Shares (#)		Cash ($)		Shares (#)		Cash ($)		Shares (#)		Cash ($)		Shares (#)		Cash ($)		Shares (#)		Cash ($)		Shares (#)
Andreas Fibig		292,500		2,864		95,875		939		407,000		3,985		432,750		4,234		1,228,125		12,022		183,250		1,523		238,250		1,980		—		—		—		—		421,500		3,503
Richard O’Leary		28,576		280		9,367		92		39,763		389		42,279		415		119,985		1,176		45,813		381		59,563		496		—		—		—		—		105,376		877
Nicolas Mirzayantz		73,125		716		23,969		235		101,750		996		108,188		1,059		307,032		3,006		45,813		381		59,563		496		—		—		—		—		105,376		877
Matthias Haeni		73,125		716		23,969		235		101,750		996		108,188		1,059		307,032		3,006		45,813		381		59,563		496		—		—		—		—		105,376		877
Anne Chwat		40,804		399		13,375		131		56,777		555		60,369		594		171,325		1,679		26,114		217		33,952		282		—		—		—		—		60,066		499

~~2016-2018~~2018-2020 LTIP Credit

~~Based on our achievement of~~Because the corporate performance goals for the ~~2017~~2019 segment (the second segment) of the ~~2016-2018~~2018-2020 LTIP cycle ~~and the executive’s target amount, the following cash~~were not achieved, no amounts ~~and number of shares of our stock have been~~were credited on behalf of ~~the executive:~~any executive.

Segment 2
(2017)

      Cash
($) Shares
(#)
Andreas Fibig
   $         183,250             1,536
Richard O’Leary
   $ 18,325 154
Nicolas Mirzayantz
   $ 45,813 384
Matthias Haeni
   $ 45,813 384
Anne Chwat
   $ 26,113 218

~~2017-2019 LTIP Credit~~

Based on our achievement of the corporate performance goals for the 2017 segment (the first segment) of the 2017-2019 LTIP cycle and the executive’s target amount, the following cash amounts and number of shares of our stock have been credited on behalf of the executive:

Segment 1
(2017)

   Cash
        ($)
Shares
        (#)

Andreas Fibig
183,250 1,523
Richard O’Leary
45,813 381
Nicolas Mirzayantz
45,813 381
Matthias Haeni
45,813 381
Anne Chwat
26,113 217

68IFF~~IFF~~| ~~2018~~2020 PROXY STATEMENT67

EXECUTIVE COMPENSATION

Equity Compensation Plan Information

We currently grant equity awards under our 2015 SAIP only, which replaced our 2010 Stock Award and Incentive Plan (the “2010 SAIP”). The following table provides information regarding our common stock which may be issued under our equity compensation plans as of December 31, ~~2017.~~2019.


Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights			Weighted-average exercise price of outstanding options, warrants and rights			Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))			Number of securities to be issued upon exercise of outstanding options, warrants and rights			Weighted-average exercise price of outstanding options, warrants and rights			Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)			(b)			(c)			(a)			(b)			(c)

Equity compensation plans approved by security holders (1)		616,057	(2)	$	64.25	(3)		2,150,570	(4)		650,041	(2)	$	138.73	(3)		1,319,697	(4	)

Equity compensation plans not approved by security holders (5)		249,292		$	64.25	(3)		200,990	(6)		278,285		$	138.73	(3)		142,071


Total		865,349		$	64.25	(3)		2,351,560			928,326		$	138.73	(3)		1,461,768

(1)

Represents the 2015 ~~SAIP.~~Stock Award and Incentive Plan (the “2015 SAIP”). The 2015 ~~SAIP~~Plan replaced the Company’s 2010 ~~SAIP~~Stock Award and Incentive Plan (the “2010 Plan”) and provides the source for future deferrals of cash into deferred stock under the ~~DCP~~Company’s Deferred Compensation Plan (with the ~~DCP~~Deferred Compensation Plan being deemed a~~sub-plan~~ subplan under the 2010 ~~SAIP~~Plan for the sole purpose of funding deferrals under the IFF ~~Stock~~Share Fund).

(2)

Includes options, RSUs, SSARs, the number of shares to be issued under the ~~2015-2017~~2017-2019 LTIP cycle based on actual performance, and the maximum number of shares that may be issued under the ~~2016-2018~~2018-2020 and ~~2017-2019~~2019-2021 LTIP cycles if the performance conditions for each of those cycles are satisfied at the maximum level. The number of SSARs that may be issued upon exercise was calculated by dividing (i) the product of (a) the excess of the closing market price of our common stock on the last trading day of ~~2017~~2019 over the exercise price, and (b) the number of SSARs outstanding by (ii) the closing market price on the last trading day of ~~2017.~~2019. Excludes outstanding shares of PRS under the 2010 SAIP and 2000 SAIP.

(3)	Weighted average exercise price of outstanding options and SSARs. Excludes RSUs, shares credited to accounts of participants in the DCP and shares that may be issued under the ~~2016-2018 and 2017-2019 LTIP cycles.~~LTIP.

(4)

We currently have two equity compensation plans that have not been approved by our shareholders: (i) the DCP, which is described on page 7464 and (ii) a pool of shares that may be used for annual awards of 1,000 shares to eachnon-employee director. Although we are no longer granting these annual 1,000 share stock awards to directors, the pool of shares remains authorized.

(5)	Includes ~~157,240~~98,321 shares remaining available for issuance under the DCP and 43,750 shares remaining available for issuance from a pool of shares that may be used for annual awards of 1,000 shares to eachnon-employee director.

68IFF| ~~2018~~2020 PROXY STATEMENT69

EXECUTIVE COMPENSATION

~~2017~~2019 Outstanding Equity Awards at FiscalYear-End

The following table provides information regarding outstanding equity awards held by our NEOs at December 31, ~~2017.~~2019.


Name	Grant Date	Grant Type (1)	Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)(2)		Equity Incentive Plan Awards: Number of Unearned Shares, Units Or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2)		Grant Date	Grant Type (1)	Number of Shares or Units of Stock That Have Not Vested (#)			Market Value of Shares or Units of Stock That Have Not Vested ($)(2)		Equity Incentive Plan Awards: Number of Unearned Shares, Units Or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2)

Andreas Fibig	5/6/2015	RSU		7,620	(3)		1,162,888					5/3/2017	PRSU		8,643	(6)		1,092,043				—

												5/3/2017	RSU		7,203	(6)		910,099				—

												2/6/2018	2018 LTIP		1,944	(3)		245,624		12,232 (4)		1,545,513

												5/2/2018	PRSU		21,413	(7)		2,705,533				—
	5/6/2015	PRS		11,176	(3)		1,705,569
	2/8/2016	2016 LTIP		2,340	(4)		357,135		12,576 (5)		1,919,223	2/5/2019	2019 LTIP		—			—		21,398 (5)		2,703,637
	5/2/2016	RSU		11,685	(6)		1,783,248
	5/2/2016	PRSU		6,009	(6)		917,033					5/1/2019	PRSU		20,026	(8)		2,530,285				—
	2/7/2017	2017 LTIP		1,523	(7)		232,452		14,546 (8)		2,219,865
	5/3/2017	RSU		7,203	(9)		1,099,250					5/1/2019	RSU		4,172	(8)		527,132				—
	5/3/2017	PRSU		8,643	(9)		1,319,008
Richard O’Leary	5/6/2015	PRS		2,540	(3)		387,629					11/1/2016	RSU		7,472	(9)		944,087				—
	2/8/2016	2016 LTIP		234	(4)		35,782		1,256 (5)		191,678
	5/2/2016	PRSU		2,754	(6)		420,288					5/3/2017	PRSU		3,457	(6)		436,792				—
	11/1/2016	RSU		7,472	(10)		1,140,302
	2/7/2017	2017 LTIP		381	(7)		58,169		3,636 (8)		554,890	2/6/2018	2018 LTIP		389	(3)		49,150		2,446 (4)		309,052
	5/3/2017	PRSU		3,457	(9)		527,573
												5/2/2018	PRSU		4,282	(7)		541,031				—

												2/5/2019	2019 LTIP		—			—		3,722 (5)		470,275

												5/1/2019	PRSU		5,311	(8)		671,045				—

Nicolas Mirzayantz	5/6/2015	PRS		7,112	(3)		1,085,362					5/3/2017	PRSU		5,186	(6)		655,251				—
	2/8/2016	2016 LTIP		585	(4)		89,284		3,144 (5)		479,806
	5/2/2016	PRSU		6,510	(6)		993,491					2/6/2018	2018 LTIP		389	(3)		49,150		2,446 (4)		309,052
	2/7/2017	2017 LTIP		381	(7)		58,169		3,636 (8)		554,890
	5/3/2017	PRSU		5,186	(9)		791,435					5/2/2018	PRSU		4,710	(7)		595,109				—
Matthias Haeni (12)	5/6/2015	PRS		4,064	(3)		620,207

												2/5/2019	2019 LTIP		—			—		3,722 (5)		470,275

												5/1/2019	PRSU		4,353	(8)		550,002				—

Matthias Haeni												5/3/2017	RSU		3,601	(6)		454,986				—

												2/6/2018	2018 LTIP		389	(3)		49,150		2,446 (4)		309,052

												5/2/2018	PRSU		4,710	(7)		595,109				—

												9/19/2018	RSU		5,090	(10)		643,122				—

	2/8/2016	2016 LTIP		585	(4)		89,284		3,144 (5)		479,806	2/5/2019	2019 LTIP		—			—		3,722 (5)		470,275
	5/2/2016	PRSU		5,007	(6)		764,118
	2/7/2017	2017 LTIP		381	(7)		58,169		3,636 (8)		554,890	5/1/2019	PRSU		4,353	(8)		550,002				—
	5/3/2017	RSU		3,601	(9)		549,549
Anne Chwat	5/6/2015	PRS		5,080	(3)		775,259					5/3/2017	PRSU		4,105	(6)		518,667				—
	2/8/2016	2016 LTIP		333	(4)		50,776		1,794 (5)		273,782
	5/2/2016	PRSU		5,258	(6)		802,423					2/6/2018	2018 LTIP		227	(3)		28,681		1,422 (4)		179,670
	2/7/2017	2017 LTIP		217	(7)		33,111		2,072 (8)		316,208
	5/3/2017	PRSU		4,105	(9)		626,464					5/2/2018	PRSU		3,854	(7)		486,953				—

												2/5/2019	2019 LTIP		—			—		2,166 (5)		273,674

												5/1/2019	PRSU		4,135	(8)		522,457				—

(1)	~~2016~~ 2018 LTIP = ~~2016-2018~~2018-2020 Long-Term Incentive Plan Cycle

~~2017 LTIP = 2017-2019~~
2019 LTIP = 2019-2021 Long-Term Incentive Plan Cycle
~~PRS = Purchased Restricted Stock~~
PRSU = Purchased Restricted Stock Unit
RSU = Restricted Stock Unit

(2)

The market value was determined based on the closing price of our common stock on December 29, 2017. For PRS and PRSU awards, the amounts in this column do not reflect the purchase price paid by the NEO for PRS shares under the ECP as described in the Compensation Discussion and Analysis.January 3, 2020.

(3)	~~This award vests on April 6, 2018.~~

~~(4)~~

This amount represents the number of shares of stock that have been credited for the ~~2016~~2018 and ~~2017~~2019 segments of the ~~2016-2018~~2018-2020 LTIP cycle. These shares will remain unvested until the completion of the full three-year LTIP cycle.

~~(5)~~(4)

This amount represents the maximum number of shares of stock that remain subject to the achievement of specified performance objectives over the remaining two open segments of the ~~2016-2018~~2018-2020 LTIP cycle. Shares earned during any segment of the ~~2016-2018~~2018-2020 LTIP cycle will remain unvested until the completion of the full three-year cycle.

70IFF~~IFF~~| ~~2018~~2020 PROXY STATEMENT69

EXECUTIVE COMPENSATION

~~(6)~~(5)

~~This award vests on April 2, 2019.~~

~~(7)~~

This amount represents the number of shares of stock that have been credited for the 2017 segment of the 2017-2019 LTIP cycle. These shares will remain unvested until the completion of the full three-year LTIP cycle.

~~(8)~~

This amount represents the maximum number of shares of stock that ~~remain subject to~~may be earned if the ~~achievement of~~ specified performance objectives are achieved over the ~~remaining three open segments of the 2017-2019~~three-year 2019-2021 LTIP cycle. ~~Shares earned during any segment~~The payout of ~~the 2017-2019 LTIP cycle~~these shares will ~~remain unvested until~~be determined upon the completion of the full three-year LTIP cycle.

~~(9)~~(6)

This award vests on April 3, 2020.

(7)	This award vests on April 2, 2021.

(8)	This award vests on April 1, 2022.

(9)	This award vests on November 1, 2020.

(10)	This award vests on ~~November 1, 2o20.~~December 31, 2020

70IFF| ~~2018~~2020 PROXY STATEMENT71

EXECUTIVE COMPENSATION

~~2017~~2019 Stock Vested

The following table provides information regarding stock vested during ~~2017~~2019 for each of our NEOs. None of our NEOs hold options and no SSARs were exercised by our NEOs during ~~2017.~~2019.


	Stock Awards				Stock Awards
Name	Type of Award (1)	Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)	Type of Award (1)	Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)
Andreas Fibig	RSU (2)		7,967	1,051,166	PRSU (2)(4)		6,009	784,355
	2015 LTIP (3)		12,022	1,834,677	RSU (2)		11,685	1,525,243
					2017 LTIP (3)		3,503	451,957
Richard O’Leary	PRS (2)(4)		2,749	353,711	PRSU (2)(4)		2,754	359,480
	RSU (5)		1,487	120,926
	2015 LTIP (3)		1,176	179,469	2017 LTIP (3)		877	113,151
Nicolas Mirzayantz	PRS (2)(4)		7,943	1,047,999	PRSU (2)(4)		6,510	849,750
	2015 LTIP (3)		3,006	458,746	2017 LTIP (3)		877	113,151
Matthias Haeni	PRS (2)(4)		3,666	483,692	PRSU (2)(4)		5,007	653,564
	2015 LTIP (3)		3,006	458,746	RSU (5)		9,454	1,219,755
					2017 LTIP (3)		877	113,151
Anne Chwat	PRS (2)(4)		5,499	725,538	PRSU (2)(4)		5,258	686,327
	2015 LTIP (3)		1,679	256,232	2017 LTIP (3)		499	64,381

(1)	RSU = Restricted Stock Unit

~~PRS~~

PRSU = Purchased Restricted Stock Unit

~~2015~~

2017 LTIP = ~~2015-2017~~2017-2019 Long-Term Incentive Plan Cycle

(2)	The award represented in this row was granted in ~~2014~~2016 under the ECP and vested on April ~~13, 2017.~~2, 2019. The value realized is based on the closing price of our common stock on the vesting date ($~~131.94)~~130.53).

(3)

The award represented in this row is the equity portion of the ~~2015-2017~~2017-2019 LTIP award, for which performance was completed on December 31, ~~2017.~~2019. The number of shares represents the actual number of shares that will be issued to the participant in March ~~2018,~~2020, as determined by the Board of Directors in February ~~2018.~~2020. The value realized is based on the number of shares and the closing market price of a share of our common stock on December ~~29, 2017~~31, 2019 ($~~152.61)~~129.02); however, the actual value realized may vary depending on the closing market price of a share of our common stock on the payout ~~date.~~date..

(4)

The amounts set forth in this table as the value realized attributable to vested ~~PRS~~PRSUs is the product of (a) the number of vested shares of ~~PRS~~PRSUs and (b) the closing price of our common stock on the vesting ~~date.~~date, less the aggregate amount paid by the executive to purchase the PRSUs. The amounts shown in the Value Realized on Vesting column attributable to PRSUs do not take into account the amount paid by the respective executive for his or her PRSUs.

(5)	The award represented in this row was granted ~~in 2015 to Mr. O’Leary~~September 19, 2018 and vested in part on ~~January 3, 2017.~~December 31, 2019. The value realized is based on the closing price of our common stock on the vesting date ($~~117.17)~~129.02).

72IFF~~IFF~~| ~~2018~~2020 PROXY STATEMENT71

EXECUTIVE COMPENSATION

Pension Benefits

We provide a defined benefit pension plan (the “U.S. Pension Plan”) to eligible United States-based employees hired before January 1, 2006. Of our NEOs, only Mr. Mirzayantz currently participates in the U.S. Pension Plan. U.S. employees hired on or after January 1, 2006, including all of our other NEOs, are not eligible to participate in the U.S. Pension Plan. We pay the full cost of providing benefits under the U.S. Pension Plan.

Compensation and service earned after December 31, 2007 are not taken into account in determining an employee’s benefit under the U.S. Pension Plan except for employees whose combined age and years of service equaled or exceeded 70 as of December 31, 2007. As Mr. Mirzayantz did not satisfy this requirement, Mr. Mirzayantz had his benefit frozen as of December 31, 2007.

The monthly pension benefit is equal to the number of years of credited service as of December 31, ~~2017~~2007 times the difference between (a) 1.7% times final average compensation, and (b) 1.25% times the social security amount. Final average compensation for purposes of the U.S. Pension Plan is the average of the five consecutive years of compensation during the last ten years before December 31, 2007 that produce the highest average. The term “compensation” means the basic rate of monthly salary (as of April 1 each year) plus 1/12 of any AIP cash award received for the preceding year, reduced by any compensation deferred under our DCP. The normal retirement age under the U.S. Pension Plan is age 65.

Various provisions of the Internal Revenue Code of 1986, as amended (“IRC”) limit the amount of compensation used in determining benefits payable under our U.S. Pension Plan. We established anon-qualified Supplemental Retirement Plan to pay that part of the pension benefit that, because of these IRC limitations, cannot be paid under the U.S. Pension Plan to our U.S. senior executives. For purposes of the Supplemental Retirement Plan, “compensation” includes any salary and AIP amounts, including amounts deferred under our DCP.

Employees with at least 10 years of service are eligible for early retirement under the U.S. Pension Plan and the Supplemental Retirement Plan beginning at age 55. The benefit at early retirement is an unreduced benefit payable at age 62 or a reduced benefit (4% per year) if paid prior to age 62.

The following table provides information for Mr. Mirzayantz regarding our U.S. Pension Plan and Supplemental Retirement Plan. The present value of accumulated benefits payable under each of our retirement plans was determined using the following assumptions: an interest rate of ~~4.1%~~3.26%; ~~the~~morality base table is~~RP-2000~~RP-2014 ~~Healthy Participant Male/Female Mortality~~(rebased to 2006) adjusted for IFF experience with ~~projections of~~MP-2019 mortality ~~improvements;~~improvement projection scale; 80% of participants are married with a spouse four years younger and are receiving a 50% joint and survivor annuity and 20% of participants are unmarried and are receiving a straight life annuity with a five-year guarantee. Additional information regarding the valuation method and material assumptions used to determine the accumulated benefits reported in the table is presented in Note 1416 to our consolidated financial statements included in our ~~2017~~2019 Annual Report. The information provided in the columns other than the Payments During Last Fiscal Year column is presented as of December 31, ~~2017,~~2019, the measurement date used for financial statement reporting purposes with respect to our audited financial statements for the fiscal year ended December 31, ~~2017.~~2019.

72IFF| ~~2018~~2020 PROXY STATEMENT73

EXECUTIVE COMPENSATION

Pension Benefits


Name	Plan Name	Number of Years Credited Service (#)		Present Value of Accumulated Benefits Assuming Retirement Age of 62 ($)(1)		Present Value of Accumulated Benefits Assuming Retirement Age of 65 ($)(2)		Payments During Last Fiscal Year ($)		Plan Name	Number of Years Credited Service (#)		Present Value of Accumulated Benefits Assuming Retirement Age of 62 ($)(1)		Present Value of Accumulated Benefits Assuming Retirement Age of 65 ($)(2)		Payments During Last Fiscal Year ($)
Nicolas Mirzayantz (3)	U.S. Pension Plan		16.23		634,273		531,657		—	U.S. Pension Plan		16.23		726,566		614,230		—
	Supplemental Retirement Plan		16.23		1,010,655		847,146		—	Supplemental Retirement Plan		16.23		1,156,232		977,464		—

					1,644,928		1,378,803		—					1,882,798		1,591,694		—

(1)	The amounts in this column assume benefit commencement at unreduced early retirement at age 62 (with at least 10 years of credited service) and otherwise were determined using interest rate, mortality and payment distribution assumptions consistent with those used in our financial statements.

(2)	The amounts in this column assume benefit commencement at normal retirement at age 65 and otherwise were determined using interest rate, mortality and payment distribution assumptions consistent with those used in our financial statements.

(3)	Benefits for Mr. Mirzayantz under the U.S. Pension Plan and Supplemental Retirement Plan were frozen as of December 31, 2007 because his age and service as of December 31, 2007 did not equal or exceed 70.

Non-Qualified Deferred Compensation

We offer our executives and other senior employees based in the United States an opportunity to defer compensation under ournon-qualified deferred compensation plan, or DCP. The DCP allows these employees to defer salary, annual and long-term incentive awards and receipt of stock under some equity awards. There is no limit on the amount of compensation that a participant may elect to defer. Subject to certain limitations on the number of installments and periods over which installments will be paid, participants in the DCP elect the timing and number of installments as to which the participant’s DCP account will be settled. Deferred cash compensation may be treated at the election of the participant as invested in:

a variety of equity and debt mutual funds offered by The Vanguard Group, which administers the DCP, or

a fund valued by reference to the value of our common stock with dividends reinvested (the “IFF Stock Fund”), or

an interest-bearing account.

Except for deferrals into the IFF Stock Fund, the participant may generally change his or her choice of funds at any time. For the interest-bearing account, our Compensation Committee establishes an interest rate each year which we intend to be equal to 120% of the applicable federal long-term interest rate. For ~~2017~~2019 this interest rate was ~~2.69%~~3.92% and for ~~2018~~2020 this interest rate is ~~3.13%~~2.49%.

We make matching contributions under the DCP to make up for tax limitations on our matching contributions under our Retirement Investment Fund Plan, a 401(k) plan. The 401(k) plan provides for

IFF|2020 PROXY STATEMENT73

EXECUTIVE COMPENSATION

matching contributions at a rate of $1.00 for each dollar of contribution up to 4% of a participant’s salary plus $0.75 for each dollar of contribution above 4% up to 8% of a participant’s salary.

Tax rules limit the amount of the Company match under the 401(k) plan for our executives. The DCP matching contribution reflects the amount of the matching contribution which is limited by the tax laws. The same requirements under the 401(k) plan for matching, including vesting, apply to matching

74~~IFF~~ ~~| 2018 PROXY STATEMENT~~

~~EXECUTIVE COMPENSATION~~

contributions under the DCP. These matching contributions automatically vest once a participant completes three years of service with our Company.

The DCP gives participants an incentive to defer compensation into the IFF Stock Fund by granting a 25% premium, credited in additional deferred stock, on all cash compensation deferred into the stock fund contingent upon the participant remaining employed by the Company (other than for retirement) for the full calendar year following the year when such credit was made. If the participant withdraws any deferred stock within one year of a deferral, any premium shares credited will be forfeited. Vesting of the premium deferred stock accelerates upon a change in control. RSUs granted to Directors under our equity compensation plans may also be deferred upon vesting, but no premium is added.

The following table provides information for our NEOs regarding participation in our DCP.

~~2017~~2019Non-Qualified Deferred Compensation


Name	Executive Contributions in Last FY ($)			Registrant Contributions in Last FY ($)(1)		Aggregate Earnings in Last FY ($)		Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at Last FYE ($)(2)		Executive Contributions in Last FY ($)		Registrant Contributions in Last FY ($)(1)		Aggregate Earnings in Last FY ($)		Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at Last FYE ($)(2)

Andreas Fibig		1,251,120	(3)		355,793		—		—		2,957,693		2,404,036		532,470		143,278		—		7,297,051
Richard O’Leary		85,000	(4)		41,302		—		—		309,841		119,150		53,912		12,420		—		654,351
Nicolas Mirzayantz		149,291	(5)		38,796		406,223		—		2,469,915		146,487		27,955		106,664		—		3,225,400
Matthias Haeni		—			—		—		—		—		—		—		—		—		—
Anne Chwat		453,493	(6)		85,305		281,213		296,174		2,562,201		269,223		38,740		75,248		423,694		1,665,140

(1)

The amounts in this column are included in the All Other Compensation column for ~~2017~~2019 in the Summary Compensation Table, and represent employer contributions credited to the participant’s account during ~~2017,~~2019, as well as certain contributions credited in ~~the first quarter of 2018~~2019 related to compensation earned in ~~2017.~~2018.

(2)

~~If a person was a NEO~~

Amounts reported in ~~previous years’ proxy statements,~~ this ~~amount includes~~column for each named executive officer include amounts ~~that were included as compensation~~ previously reported ~~for that person~~ in ~~the~~IFF’s Summary Compensation Table ~~for those~~in previous ~~years. Of the totals~~years when earned if that officer’s compensation was required to be disclosed in ~~this column, the following amounts were~~a previous year. Amounts previously reported ~~as compensation~~ in the Summary Compensation Table for 2006: Mr. Mirzayantz — $87,985; 2007: Mr. Mirzayantz — $160,010; for 2008: Mr. Mirzayantz — $63,269; for 2009: Mr. Mirzayantz — $31,228; for 2010: Mr. Mirzayantz — $243,228; for 2011: Mr. Mirzayantz — $45,600; Ms. Chwat — $316,928; for 2012: Mr. Mirzayantz — $516,144; Ms. Chwat — $398,970; for 2013: Mr. Mirzayantz — $751,443; Ms. Chwat — $509,236; for 2014: Mr. Fibig — $443,624; Mr. O’Leary — $161,002; Mr. Mirzayantz — $500,852; Ms. Chwat — $305,561; for 2015: Mr. Fibig — $631,680; Mr. O’Leary — $115,933; Mr. Mirzayantz — $255,521; Ms. Chwat — $182,715; and for 2016: Mr. Fibig — $1,251,120; Mr. O’Leary — $85,000; Mr. Mirzayantz — $149,291; Ms. Chwat — $453,493.

~~(3)~~

~~Of this amount, $117,000 is included in the Salary column for 2017 in the Summary Compensation Table and $1,134,120 is included as a portion of his 2017~~such years include previously earned, but deferred, salary, AIP, ~~award in theNon-Equity~~ ~~Incentive Plan Compensation column in the Summary Compensation Table.~~

~~(4)~~

~~This amount is included in the Salary column for 2017 in the Summary Compensation Table.~~

~~(5)~~

~~Of this amount, $48,000 is included in the Salary column for 2017 in the Summary Compensation Table. Mr. Mirzayantz also deferred $26,891 of the cash portion of his 2014-2016~~ LTIP, and ~~$74,400 which is a portion~~matching and premium contributions. This total reflects the cumulative value of ~~his 2017 AIP~~each named executive officer’s deferrals, IFF contributions and ~~was included in theNon-Equity~~ ~~Incentive Plan Compensation column for 2017 in the Summary Compensation Table.~~

investment experience

~~(6)~~

Of this amount, $237,500 is included in the Salary column for 2017 in the Summary Compensation Table. Ms. Chwat also deferred $45,015 of the cash portion of the 2014-2016 LTIP, $67,381 of the share portion of the 2014-2016 LTIP and $103,598 which is a portion of her 2017 AIP and was included in the~~Non-Equity~~ ~~Incentive Plan Compensation column for 2017 in the Summary Compensation Table.~~

74IFF| ~~2018~~2020 PROXY STATEMENT75

EXECUTIVE COMPENSATION

Termination and Change in Control Arrangements

Executive Severance Policy

Our ESP provides severance payments and benefits to our NEOs and other executives in the event of a termination of their employment in certain specified circumstances. In addition, under our incentive plans, the vesting of equity awards may also be accelerated in connection with certain terminations. The level of severance pay under the ESP is based on a tier system. Each executive’s assigned tier is based on the executive’s grade level. The Compensation Committee may also agree to provide enhanced severance payments and benefits to specific executives. All our NEOs are in Tier I. Mr. Fibig’s offer letter has modified some of the relevant definitions, amounts and other terms regarding the benefits that he is eligible to receive under the ESP. See “Other Separation Arrangements” below for a discussion of Mr. Fibig’s benefits.

Our ESP provides for ~~acceleration of~~ severance payments and continuation of benefits in connection with ana Tier 1 executive’s termination (1) if his or her employment is terminated by us without Cause or (2) in the case that such termination occurs within two years of a Change in Control, if his or her employment is terminated without Cause or he or she terminates his or her employment for Good Reason. In addition, a Tier I executive is eligible to receive payments if he or she terminates his or her employment for Good Reason, ~~prior~~and these benefits are enhanced to ~~or more than~~the extent that the termination occurs within two years after a Change in ~~Control.~~Control (or “CiC”).

Our ESP states that a “Change in Control” ~~(or “CiC”)~~ will be deemed to have occurred when any of the following has occurred:

a person or group becomes the beneficial owner of 40% or more of the combined voting power of our then outstanding voting securities, other than beneficial ownership by us, any of our employee benefit plans or any person organized, appointed or established pursuant to the terms of any such benefit plan;

the directors of the Board as of November 1, 2017 (the “Incumbent Directors”) cease to constitute a majority of the Board for any reason; provided, however, that (i) any individual becoming a director subsequent to November 1, 2017 whose election or nomination for election to the Board was approved by a vote of at leasttwo-thirds of the Incumbent Directors then on the Board shall be an Incumbent Director and (ii) any individual initially elected or nominated as a director as a result of an actual or threatened election contest shall not be an Incumbent Director; or

the consummation of (A) a merger, consolidation, reorganization or similar transaction with us or in which our securities are issued, as a result of which the holders of our outstanding voting securities immediately before such event own, directly or indirectly, immediately after such event less than 60% of the combined voting power of the outstanding voting securities of the parent entity resulting from, or issuing its voting securities as part of, such event; (B) a complete liquidation or dissolution of the Company; or (C) a sale or other disposition of all or substantially all of our assets to any person, with certain exceptions.

If our recently announced combination with DuPont Nutrition & Biosciences closes, it will constitute a CiC.

76IFF~~IFF~~| ~~2018~~2020 PROXY STATEMENT75

EXECUTIVE COMPENSATION

Severance Payments and Benefits Other than in Connection with a Change in Control

Payment for Termination Without Cause or for Good Reason. Pursuant to our ESP, any Tier 1 executive that is terminated by us without Cause or by a Tier 1 executive for Good Reason prior to or more than two years after a CiC is entitled to receive the following:

A severance payment equal to (a) two times (2x) in case of our CEO, or (b) one andone-half times (1.5x) in case of our other Tier I executives, the sum of the executive’s annual base salary at the date of termination plus the prorated portion of the executive’s target AIP award for the year in which termination occurs (payable to the executive in regular installments over 24 months for our CEO, or 18 months for other Tier I executives, following termination);

A prorated portion of the executive’s ~~target~~actual AIP award for the year in which termination occurs, payable when such AIP amounts otherwise become payable;

A prorated portion of the executive’s ~~target~~actual LTIP award for the cycles then in progress, payable when such LTIP amounts otherwise become payable;

Vesting of a prorated portion of any unvested equity award(s), settled on the applicable vesting date as if termination had not occurred; and

Continuation of medical, dental, disability and life insurance coverage for 24 months for our CEO and 18 months for our other Tier I executives, or until the executive obtains new employment providing similar benefits or attains age 65.

Severance Payments and Benefits in Connection with a Change in Control

Upon the occurrence of a termination of any Tier 1 executive by us without Cause or by ana Tier 1 executive for Good Reason within two years following a CiC, the executive would be entitled to the following:

A severance payment equal to (a) three times (3x) in case of our CEO, or (b) two times (2x) in case of our other Tier I executives, the sum of the executive’s annual base salary at the date of termination plus the higher of (1) his or her average AIP award for the three most recent years and (2) his or her target AIP award for the year in which termination occurs, payable in a lump sum;

A prorated portion of the executive’s target AIP award for the year in which termination occurs, payable in a lump sum;

For each performance segment that ended prior to the termination, a payment equal to the LTIP award payment the executive would have been entitled to receive for such performance segment had the termination not occurred, payable in a lump sum;

For each performance segment in which the executive’s date of termination occurs, a prorated portion of the executive’s target LTIP award for each performance segment in which the termination occurs, payable in a lump sum;

Vesting of any equity awards not already vested upon the CiC and, unless deferred by the executive, settlement of such equity awards;

Vesting of any benefits under our Supplemental Retirement Plan; and

Continuation of medical, dental, disability and life insurance coverage for 24 months for our CEO, and 18 months for our other Tier I executives, or until the executive obtains new employment providing similar benefits or attains age 65.

76IFF| ~~2018~~2020 PROXY STATEMENT77

EXECUTIVE COMPENSATION

Definitions.Our ESP defines Cause and Good Reason as follows:

“Cause” means:

^○

failure of the executive to perform his or her material duties in any material respect, which if reasonably susceptible to cure, has continued after written notice of such failure has been provided and the executive has not cured such failure within 10 days of receipt of such written notice;

^○

willful misconduct or gross negligence by the executive that has caused or is reasonably expected to result in material injury to our business, reputation, or prospects;

^○

the engagement by the executive in illegal conduct or any act of serious dishonesty which could reasonably be expected to result in material injury to our business or reputation or which adversely affects the executive’s ability to perform his or her duties;

^○

the executive being indicted or convicted of (or having pled guilty or nolo contendere to) a felony or any crime involving moral turpitude, dishonesty, fraud, theft or financial impropriety; or

^○

a material and willful violation by the executive of our rules, policies or procedures.

“Good Reason” means any of the following:

^○

a material decrease in the executive’s base salary, target bonus under an AIP, LTIP or Equity Choice Award, other than as part of anacross-the-board reduction applicable to all similarly situated employees;

^○

a material diminution in the executive’s authority, duties or responsibilities;

^○

relocation of executive’s primary work location more than 50 miles from executive’s primary work location at the time of such requested relocation; or

^○

our failure to obtain the binding agreement of any successor expressly to assume and agree to fully perform our obligations under the ESP.

However, “good reason” will only exist if the executive gives us notice within 90 days after the initial occurrence of any of the foregoing events and we fail to correct the matter within 30 days following receipt of such notice.

TaxGross-Up. Executives are not entitled to receive a tax“gross-up” payment. Instead, their severance payments would be subject to a “modifiedcut-back” provision, where severance or other payments to that executive would be reduced if this reduction would produce a betterafter-tax result for the executive. There would be no reduction, however, if the executive (who would be responsible for any excise tax) would have a betterafter-tax result without the reduction.

Participant Obligations for the Protection of Our Business and Clawback.As a condition of the executive’s right to receive severance payments and benefits, the ESP requires that he or she:

not compete with us,

not solicit, induce, divert, employ, retain or interfere with or attempt to influence our relationship with any employee or person providing services to the Company and

78~~IFF~~ ~~| 2018 PROXY STATEMENT~~

~~EXECUTIVE COMPENSATION~~

not interfere with or attempt to influence our relationship with any supplier, customer or other person with whom we do business.

IFF|2020 PROXY STATEMENT77

EXECUTIVE COMPENSATION

These restrictions apply while an executive is employed and following a termination of employment during the period of 12 months in case ofnon-compete obligations and 24 months in case ofnon-solicitation obligations. In addition, executives are not entitled to severance if they engage in willful misconduct or a violation of a Company policy that is materially detrimental to us while employed by the Company. The ESP also conditions severance payments and benefits on the executive signing a release and termination agreement, and meeting continuing commitments relating to confidentiality, cooperation in litigation and return of our property.

As discussed above in “Compensation Discussion and Analysis—Clawback Policy,” compensation received under our ESP is subject to our clawback policy if the executive breaches the obligations noted above or if any of the other events triggering a clawback, such as a financial misstatement or restatement, occur.

Effect of IRC Section 409A.The timing of some payments and benefits may be restricted under IRC Section 409A, which regulates deferred compensation. Some amounts payable to our NEOs or other participants under the ESP upon termination may be delayed until six months after termination.

Payments in connection with death, disability or retirement. Our executives may also receive payment if their employment terminates as a result of death, disability or retirement as set forth in the terms and conditions of their award agreements with the Company and, in the case of our CEO, his letter agreement as described below under “Other Separation Arrangements—Mr. Fibig.” Our NEOs are also entitled to payments under our Executive Death Benefit Plan as described in this proxy statement under the heading “Compensation Discussion and Analysis—Executive Death Benefit Plan.” In the event of disability, our NEOs would be entitled to payments under our Disability Insurance Program that applies to salaried employees generally (60% of monthly salary up to a maximum of $15,000 per month).

Other Separation Arrangements

Mr. Fibig

Details regarding Mr. Fibig’s letter agreement dated May 26, 2014 are included in this proxy statement under the heading “Employment Agreements or Arrangements” following the Summary Compensation Table. Under the terms of his letter agreement, Mr. Fibig is a participant in our ESP and is entitled to receive the benefits set forth above, with the following modifications:

In connection with any termination without Cause or for Good Reason, not in connection with a CiC:

^○

Mr. Fibig’s severance payment will be ano less than an amount equal to the multiple of two times (2x) the sum of his annual base salary plus the average AIP bonus paid to him in the three years prior to termination, payable over 24 months; and

^○

Mr. Fibig will be entitled to receive a prorated portion of any LTIP award that is in progress on the date of termination, based on target, in alump-sum cash payment; and

In connection with any termination without Cause or for Good Reason that occurs within two years after a CiC, all of Mr. Fibig’s outstanding equity awards will vest in full at target;

~~IFF~~ ~~| 2018 PROXY STATEMENT~~ 79

~~EXECUTIVE COMPENSATION~~

Any termination by us without cause (as described below) or by Mr. Fibig for any reason requires prior written notice of 90 days. Under Mr. Fibig’s letter agreement, “Cause” means:

willful and continued failure to perform substantially his duties with the Company (other than any such failure resulting from his incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to him by the Board which specifically identifies the manner in which he has not substantially performed his duties, and which provides a20-day cure period;

78IFF|2020 PROXY STATEMENT

EXECUTIVE COMPENSATION

willful engagement in conduct which is not authorized by the Board or within the normal course of his business decisions and is known by him to be materially detrimental to our best interests or the best interests of any of our subsidiaries, including any misconduct that results in material noncompliance with any financial reporting requirements under the Federal securities laws if such noncompliance results in an accounting restatement;

willful engagement in illegal conduct or any act of serious dishonesty which adversely affects, or in the reasonable estimation of the Board, could in the future adversely affect his value, reliability or performance to our Company in a material manner (other than any act or failure to act based upon authority given by the Board or advice of counsel for the Company, which shall be presumed to be done in good faith and in the best interests of the Company); or

his being indicted for or convicted of (or pleading guilty or nolo contendere to) a felony or any crime involving moral turpitude, dishonesty, fraud, theft or financial impropriety.

Under Mr. Fibig’s letter agreement, “Good Reason” means any of the following:

any reduction in his base salary or target AIP bonus;

an adverse change in his status or position as CEO (including as a result of a material diminution in his duties or responsibilities);

required relocation to a principal place of employment outside of the New York City metropolitan area; or

our failure to obtain an agreement from any successor to all or substantially all of our assets or business to assume and agree to perform his Employment Agreement within 15 days after a merger, consolidation, sale or similar transaction.

However, “Good Reason” will only exist if the CEO resigns from employment within 180 days after the occurrence, without his express written consent, of one of the events listed above; provided he gives written notice within 90 days after the event allegedly constituting Good Reason, and the Company will have 30 days after such notice is given to cure.

If Mr. Fibig’s employment terminates on account of death, disability or retirement, he (or his beneficiary or estate) is entitled to any unpaid base salary through the date of termination, any unpaid bonus earned with respect to any fiscal year ending on or preceding the date of termination, payable when bonuses are paid to other senior executives, apro-rata AIP bonus for the fiscal year in which the termination occurs, based on actual performance and payable when bonuses are paid to other senior executives, and all other payments, benefits or perquisites to which he may be entitled under the terms of the Company’s programs. Mr. Fibig will not be entitled to any payment (including any taxgross-up) respecting taxes he may owe under IRC Section 4999(so-called “golden parachute taxes”). The separation benefits payments are subject to Mr. Fibig’s delivery to us of an executed general release, resignation from all offices, directorships and fiduciary positions with us and continued compliance with restrictive covenants regardingnon-competition,non-solicitation, confidentiality, cooperation andnon-disparagement. Upon a termination of Mr. Fibig’s employment for any reason, thenon-competition andnon-solicitation covenants continue to apply for two years.

80IFF~~IFF~~| ~~2018~~2020 PROXY STATEMENT79

EXECUTIVE COMPENSATION

Potential Payments upon Termination or Change in Control

The following table shows the estimated payments and value of benefits that we would provide to each of our NEOs if the triggering events described in the heading of the table had occurred on December 31, ~~2017.~~2019.

We do not provide any additional benefits to our NEOs upon a voluntary resignation or termination for Cause. Certain assumptions made for purposes of presenting this information and certain amounts not reflected in the table are explained below or in the footnotes to the table.

For all cases, theper-share market price of our common stock is assumed to be ~~$152.61,~~$129.02, the actual closing price per share on the last trading day of ~~2017.~~2019. In preparing the estimates in this table, we have assumed that any CiC would also constitute a “change in ownership and control” for purposes of the golden parachute excise tax rules. All amounts included in the table are stated in the aggregate, even if the payments will be made on a monthly basis. Except as noted in footnote (7) of the table, these amounts do not include payments and benefits to the extent that they are provided on anon-discriminatory basis to salaried employees generally upon termination of employment. The salary, AIP award and LTIP award otherwise payable to each NEO through December 31, ~~2017~~2019 is included in the Summary Compensation Table. In addition to the amounts set forth in the table below, in the event of a CiC, the aggregate balance held in our DCP for each of our NEOs who participate in that plan will be automatically accelerated and settled within five business days of the CiC, ~~as opposed~~however a participant may elect to waive the ~~participant’s deferral election.~~acceleration. The amounts that would have been accelerated in the event of a CiC as well as, in all other cases, the amounts each of our NEOs who participate in that plan would have received according to the participant’s deferral election, are shown in the Aggregate Balance at FiscalYear-End column of theNon-Qualified Deferred Compensation Table.

80IFF| ~~2018~~2020 PROXY STATEMENT81

EXECUTIVE COMPENSATION

Potential Payments upon Termination or Change in Control


	Involuntary Termination Not for Cause or for Good Reason Prior to or More Than 2 Years After a CiC			Termination due to Death (1)		Separation Due to Retirement or Disability Prior to or More Than 2 Years After a CiC (2)		Involuntary Termination Not for Cause or for Good Reason Within 2 Years After a CiC			Separation Due to Retirement or Disability Within 2 Years After a CiC (2)		Involuntary Termination Not for Cause or for Good Reason Prior to or More Than 2 Years After a CiC			Termination due to Death (1)		Separation Due to Retirement or Disability Prior to or More Than 2 Years After a CiC (2)		Involuntary Termination Not for Cause or for Good Reason Within 2 Years After a CiC			Separation Due to Retirement or Disability Within 2 Years After a CiC (2)
Andreas Fibig
Salary	$	2,600,000		$	—	$	—	$	3,900,000	(3)	$	—	$	2,600,000		$	—	$	—		3,900,000	(3)	$	—
AIP		3,120,000	(4)		—		—		4,680,000	(5)		—		3,120,000	(4)		—		—		4,680,000	(5)		—
LTIP (6)		922,557			922,557		922,557		922,557			922,557		1,452,037			1,452,037		1,452,037		1,452,037			1,452,037
Equity (7)		5,877,465			10,436,387		—		10,436,387			10,436,387		5,433,612			10,481,069		—		10,481,069			10,481,069
Medical Benefits (8)		51,808			—		—		51,808			—
Benefits Continuation (8)														53,580			—		—		53,580			—
Executive Death Benefit (9)		—			2,600,000		—		—			—		—			2,600,000		—		—			—
Executive Death Benefit Cost (10)		2,373			—		—		7,798			—
Disability Insurance (11)		—			—		180,000		—			180,000
Disability Insurance (10)														—			—		120,000		—			120,000

Total	$	12,574,203		$	13,958,944	$	1,102,557	$	19,998,550		$	11,538,944	$	12,659,229		$	14,533,106	$	1,572,037	$	20,566,686		$	12,053,106
Richard O’Leary
Salary	$	750,000		$	—	$	—	$	1,000,000		$	—	$	772,500		$	—	$	—	$	1,030,000		$	—
AIP		600,000	(4)		—		—		800,000	(5)		—		618,000	(4)		—		—		824,000	(5)		—
LTIP (6)		142,199			142,199		142,199		142,199			142,199		277,942			277,942		277,942		277,942			277,942
Equity (7)		2,033,655			2,656,718		—		2,656,718			2,656,718		2,086,526			2,891,601		—		2,891,601			2,891,601
Medical Benefits (8)		44,804			—		—		44,804			—
Benefits Continuation (8)														47,004			—		—		47,004			—
Executive Death Benefit (9)		—			1,000,000		—		—			—		—			1,030,000		—		—			—
Executive Death Benefit Cost (10)		9,109			—		—		18,671			—
Disability Insurance (11)		—			—		180,000		—			180,000
Disability Insurance (10)														— ��			—		120,000		—			120,000

Total	$	3,579,767		$	3,798,917	$	322,199	$	4,662,392		$	2,978,917	$	3,801,972		$	4,199,543	$	397,942	$	5,070,547		$	3,289,543
Nicolas Mirzayantz
Salary	$	900,000		$	—	$	—	$	1,200,000		$	—	$	918,000		$	—	$	—	$	1,224,000		$	—
AIP		720,000	(4)		—		—		960,000	(5)		—		734,400	(4)		—		—		979,200	(5)		—
LTIP (6)		230,639			230,639		230,639		230,639			230,639		277,942			264,373		264,373		277,942			264,373
Equity (7)		2,028,575			3,164,400		—		3,164,400			3,164,400		1,329,098			2,082,258		—		2,082,258			2,082,258
Medical Benefits (8)		44,804			—		—		44,804			—
Benefits Continuation (8)														47,004			—		—		47,004			—
Executive Death Benefit (9)		—			1,200,000		—		—			—		—			1,224,000		—		—			—
Executive Death Benefit Cost (10)		5,148			—		—		10,749			—
Disability Insurance (11)		—			—		180,000		—			180,000
Disability Insurance (10)														—			—		120,000		—			120,000

Total	$	3,929,166		$	4,595,039	$	410,639	$	5,610,592		$	3,575,039	$	3,306,444		$	3,570,631	$	384,373	$	4,610,404		$	2,466,631
Matthias Haeni (12)
Matthias Haeni (11)
Salary	$	887,572		$	—	$	—	$	1,183,429		$	—	$	861,344		$	—	$	—	$	1,148,459		$	—
AIP		710,057	(4)		—		—		946,743	(5)		—		689,075	(4)		—		—		946,941	(5)		—
LTIP (6)		230,639			230,639		230,639		230,639			230,639		277,942			277,942		277,942		277,942			277,942
Equity (7)		1,419,451			2,227,985		—		2,227,985			2,227,985		1,511,148			2,534,474		—		2,534,474			2,534,474
Medical Benefits (8)		28,850			—		—		28,850			—
Benefits Continuation (8)														16,784			—		—		16,784			—
Executive Death Benefit (9)		—			1,200,000		—		—			—		—			1,148,460		—		—			—
Executive Death Benefit Cost (10)		7,046			—		—		14,545			—
Disability Insurance (11)		—			—		180,000		—			180,000
Disability Insurance														—			—		—		—			—

Total	$	3,283,615		$	3,658,624	$	410,639	$	4,632,191		$	2,638,624	$	3,356,293		$	3,960,876	$	277,942	$	4,924,600		$	2,812,416
Anne Chwat
Salary	$	712,500		$	—	$	—	$	950,000		$	—	$	727,500		$	—	$	—	$	970,000		$	—
AIP		427,500	(4)		—		—		570,000	(5)		—		436,500	(4)		—		—		582,000	(5)		—
LTIP (6)		131,464			131,464		131,464		131,464			131,464		161,762			161,762		161,762		161,762			161,762
Equity (7)		1,473,457			2,371,847		—		2,371,847			2,371,847		1,030,584			1,702,308		—		1,702,308			1,702,308
Medical Benefits (8)		44,804			—		—		44,804			—
Benefits Continuation (8)														47,004			—		—		47,004			—
Executive Death Benefit (9)		—			950,000		—		—			—		—			970,000		—		—			—
Executive Death Benefit Cost (10)		7,295			—		—		15,043			—
Disability Insurance (11)		—			—		180,000		—			180,000
Disability Insurance (10)														—			—		120,000		—			120,000

Total	$	2,797,020		$	3,453,311	$	311,464	$	4,083,158		$	2,683,311	$	2,403,350		$	2,834,070	$	281,762	$	3,463,074		$	1,984,070

82IFF~~IFF~~| ~~2018~~2020 PROXY STATEMENT81

EXECUTIVE COMPENSATION

(1)

The amounts in this column represent payments made in the event of the death of the executive either prior to, within two years or more than two years after a CiC, assuming a termination date of December 31, ~~2017.~~2019. With respect to amounts shown in the AIP row, if the death of an executive occurred within two years of a CiC, this amount may change as it is the prorated amount of the executive’s target bonus in the year of termination.

(2)	Pursuant to the terms of the ESP, an executive who elects to retire after attaining age 62 is entitled to the benefits in this column (less any disability insurance proceeds).

(3)

Pursuant to the terms of our ESP, if severance payments are deemed to trigger the excise tax imposed by IRC Section 4999, the executive would receive the greater net after tax benefit of either (1) ~~payment~~receipt of full severance payments and executive pays the excise tax or (2) a reduction to cash severance to the “safe harbor” level so as not to trigger the excise tax. In Mr. Fibig’s case, ~~payment of~~reduction to cash severance to the ~~excise tax~~“safe harbor” level results in the greater net after tax benefit to him.

(4)

This amount represents (i) for Mr. Fibig, 2.0x the greater of the average AIP award paid for performance in the three years preceding the year of the presumed December 31, ~~2017~~2019 termination ~~(i.e., the three years ending December 31, 2016) (or averaged over the lesser number of years during which the executive was eligible for AIP awards)~~ or the executive’s target annual incentive under the AIP for ~~2017,~~2019, prorated for the number of active days of employment with the Company during the performance period; (ii) for Messrs. Mirzayantz, Haeni and O’Leary and Ms. Chwat, 1.5x the executive’s target annual incentive under the AIP for ~~2017~~2019 prorated for the number of active days of employment with the Company during the performance period. This amount does not take into account any actual AIP amounts paid for ~~2017,~~2019, which are set forth in theNon-Equity Incentive Plan Compensation column of the Summary Compensation Table.

(5)

~~For~~

This amount represents for Messrs. Mirzayantz, Haeni and O’Leary and Ms. Chwat 2.0x, and Mr. Fibig 3.0x the greater of: (i) the average AIP award paid for performance in the three years preceding the year of the presumed December 31, ~~2017 termination (i.e., the three years ending December 31, 2016) (or averaged over the lesser number of years during which the executive was eligible for AIP awards);~~2019 termination; or (ii) the executive’s target annual incentive under the AIP for ~~2017.~~2019. This amount does not take into account any actual AIP amounts paid for ~~2017,~~2019, which are set forth in theNon-Equity Incentive Plan Compensation column of the Summary Compensation Table.

(6)

The amounts in this row are the LTIP amounts that would be payable as severance in cash with respect to the ~~2016-2018~~2018-2020 and ~~2017-2019~~2019-2021 LTIP cycles, based on prorated target LTIP for the relevant LTIP cycles in progress. Prorated amounts are based on the number of days worked in each performance period divided by the total number of days in each performance period for each relevant LTIP cycle. This amount does not take into account the actual ~~AIP amounts~~cash paid out under the completed ~~2015-2017~~2017-2019 LTIP cycle, which ~~are~~is discussed in the narrative following the Grants of Plan-Based Award Table under the heading “Long-Term Incentive Plan.”

(7)

For termination due to involuntary termination not for cause or by the executive for good reason absent a CiC, this amount represents the value of equity that would continue to vest on a prorated basis. For termination due to death or disability more than two years prior to a CiC, the amounts in this row represent the aggregate value of RSU, ~~PRS~~SSARs, and PRSU awards which would immediately vest upon occurrence of the termination event. For termination events within two years after a CiC, the amounts in this row represent the aggregatein-the-money value of the SSARs, RSUs, ~~PRS,~~ PRSUs and other equity awards which would become immediately vested (in the case of LTIP stock on a prorated basis for NEOs other than Mr. Fibig) as a direct result of the CiC before the stated vesting date specified in the applicable equity award document. The calculation of these amounts does not discount the value of awards based on the portion of the vesting period elapsed at the date of the CiC.

(8)

Amounts in this row are the ~~COBRA~~ costs ofto provide benefits continuation, including medical, dental, group life insurance and group long-term disability. The amounts for medical and dental benefits ~~for~~are the ~~covered period based on assumptions used for financial reporting purposes. Although our medical and dental insurance is~~

82IFF| ~~2018~~2020 PROXY STATEMENT83

EXECUTIVE COMPENSATION

~~generally available~~COBRA costs for the covered period based on assumptions used for financial reporting purposes. The life insurance and long-term disability costs are the premiums to ~~our employees, only participants in our ESP, including our NEOs, would be entitled to have~~provide the ~~benefits paid~~benefit for ~~by our Company.~~the covered period.

(9)	The amounts in this row are the amounts that would be payable under our Executive Death Benefit Plan upon the death of the NEO.

(10)	~~The amounts in this row are the costs that we would incur to continue the Executive Death Benefit Plan for the NEO.~~

~~(11)~~

The amounts in this row are the amounts that would be payable under our ~~disability insurance~~Supplemental LTD program upon the ~~NEO’s separation from employment due to~~disability of the NEO. Although long-term ~~disability. This program~~disability coverage is generally available to ~~salaried employees.~~our employees, only certain executives, including our NEOs, participate in the Supplemental LTD program.

~~(12)~~(11)

~~Effective November 1, 2017, Mr. Haeni relocated to Hilversum, Netherlands and will be compensated in Euros.~~

For purposes of this table, ~~Mr. Haeni’s salary was~~all amounts were determined by converting ~~by his~~Mr. Haeni’s Euro salary for the full year at an exchange rate of ~~1.188 Euros to~~1.1212 US Dollars to Euros (the exchange rate as of ~~December 29, 2017)~~January 3, 2020). ~~All other amounts reflect his compensation in US Dollars without converting them into Euros.~~

84IFF~~IFF~~| ~~2018~~2020 PROXY STATEMENT83

~~What am I voting on?~~ LOGO

~~At the 2018 Annual Meeting you will be asked to vote on the following proposals. Our Board recommendation for each of these proposals is set forth below.~~


~~Proposal~~		~~Board~~ ~~Recommendation~~
~~1. To elect eleven members of the Board of Directors, each to hold office for aone-year~~ ~~term expiring at the 2019 Annual Meeting of Shareholders.~~		~~FOR each Director~~ ~~Nominee~~
~~2. To ratify the selection of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for the 2018 fiscal year.~~		~~FOR~~
~~3. To approve, on an advisory basis, the compensation of our named executive officers in 2017, which we refer to as “Say on Pay.”~~		~~FOR~~

~~We also will consider other business that properly comes before the meeting in accordance with New York law and ourBy-Laws.~~

~~Who can vote?~~

Holders of our common stock at the close of business on March 7, 2018, are entitled to vote their shares at the 2018 Annual Meeting. As of March 7, 2018, there were 78,912,323 shares of common stock issued, outstanding and entitled to vote. Each share of common stock issued and outstanding is entitled to one vote.

~~What constitutes a quorum, and why is a quorum required?~~

We are required to have a quorum of shareholders present to conduct business at the meeting. The presence at the meeting, in person or by proxy, of the holders of a majority of the shares entitled to vote on the record date (39,456,162 shares) will constitute a quorum, permitting us to conduct the business of the meeting. Abstentions and broker~~non-votes~~ are counted as present for purposes of determining a quorum. Shares of common stock for which we have received executed proxies will be counted for purposes of establishing a quorum at the meeting, regardless of how or whether such shares are voted on any specific proposal.

~~What is the difference between a “shareholder of record” and a “street name” holder?~~

If your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, you are considered a “shareholder of record” or a “registered shareholder” of those shares. In this case, your Notice of Internet Availability of Proxy Materials (“Notice”) has been sent to you directly by us.

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 one of our 401(k) plans, you are considered the “beneficial owner” of those shares, which are held in “street name.” A Notice has been forwarded 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 instructions for voting set forth in the Notice.

~~IFF~~ ~~| 2018 PROXY STATEMENT~~ 85

Information About The Meeting

What am I voting on?

At the 2020 Annual Meeting you will be asked to vote on the following proposals. Our Board recommendation for each of these proposals is set forth below.


Proposal		Board Recommendation
1. To elect eleven members of the Board of Directors, each to hold office for aone-year term expiring at the 2021 Annual Meeting of Shareholders.		FOR each Director Nominee
2. To ratify the selection of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for the 2020 fiscal year.		FOR
3. To approve, on an advisory basis, the compensation of our named executive officers in 2019, which we refer to as “Say on Pay.”		FOR

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

Who can vote?

Holders of our common stock at the close of business on March 10, 2020, are entitled to vote their shares at the 2020 Annual Meeting. As of March 10, 2020, there were 106,802,353 shares of common stock issued, outstanding and entitled to vote. Each share of common stock issued and outstanding is entitled to one vote.

What constitutes a quorum, and why is a quorum required?

We are required to have a quorum of shareholders present to conduct business at the meeting. The presence at the meeting, in person or by proxy, of the holders of a majority of the 106,802,353 shares entitled to vote on the record date (53,401,177 shares) will constitute a quorum, permitting us to conduct the business of the meeting. Abstentions and brokernon-votes are counted as present for purposes of determining a quorum. Shares of common stock for which we have received executed proxies will be counted for purposes of establishing a quorum at the meeting, regardless of how or whether such shares are voted on any specific proposal.

What is the difference between a “shareholder of record” and a “street name” holder?

84IFF | 2020 PROXY STATEMENT

INFORMATION ABOUT THE MEETING

How do I vote?

If you are a shareholder of record, you may vote:

via Internet;

by telephone;

by mail, if you received a paper copy of the proxy materials; or

during the 2020 Annual Meeting either by visiting www.virtualshareholdermeeting.com/iff or in person at the meeting.

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 ~~1, 2018.~~5, 2020. 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, but do not hold your shares through the Tel Aviv Stock Exchange (the “TASE”), you must follow the voting procedures of your Broker.

If you are a beneficial owner and your shares are held through the TASE, you must sign and date your proxy card, and attach to it a proof of ownership certificate from the TASE Clearing House Member through which your shares are held (which you can obtain from your TASE broker), which certificate indicates that you were the beneficial owner of such shares as of the record date, and return the proxy card, along with the proof of ownership certificate, to the Company, c/o Gornitzky & Co., via fax to+972-3-560-6555, Attention: Ari Fried, Adv., or bye-mail to: IFFproxy@gornitzky.com.

What are the requirements to elect the director nominees and to approve each of the proposals in this proxy statement?


Proposal		Vote Required
1. Election of Directors		Majority of Votes Cast

2. Ratification of Independent Registered Public Accounting Firm		Majority of Votes Cast

3. Say on Pay		Majority of Votes Cast

Under ourBy-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.

The votes cast “FOR” must exceed the votes cast “AGAINST” the ratification of PwC as our independent registered public accounting firm for the ~~2018~~2020 fiscal year. Abstentions are not counted as votes “FOR” or “AGAINST” this proposal.

IFF|2020 PROXY STATEMENT85

INFORMATION ABOUT THE MEETING

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 and will have no effect on the outcome of this proposal.

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

If you are a beneficial owner and your shares are held in “street name,” the Broker is bound by the rules of the NYSE regarding whether or not it can exercise discretionary voting power for any particular proposal if the Broker has not received voting instructions from you. Brokers have the authority to vote shares for which their customers do not provide voting instructions on certain routine matters. A brokernon-vote occurs when a Broker returns a proxy but does not vote on a particular proposal because the Broker does not have discretionary authority to vote on the proposal and has not received specific voting instructions

86~~IFF~~ ~~| 2018 PROXY STATEMENT~~

~~INFORMATION ABOUT THE MEETING~~

for the proposal from the beneficial owner of the shares. Brokernon-votes are considered to be present at the meeting for purposes of determining the presence of a quorum but are not counted as votes cast.

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 brokernon-vote on the approval of the proposal.


Proposal	Can Brokers Vote Absent Instructions?	Impact of Broker Non-Vote
1. Election of Directors	No	None

2. Ratification of Independent Registered Public Accounting Firm	Yes	Not Applicable

3. Say on Pay	No	None

What if I sign and return my proxy without making any selections?

If you sign and return your proxy without making any selections, your shares will be voted “FOR” each of the director nominees and “FOR” Proposals 2 and 3. If other matters properly come before the meeting, the proxy holders will have the authority to vote on those matters for you at their discretion. If your shares are held in “street ~~name,”~~name” or through the TASE, see the question above on how to vote your shares.

How do I change my vote?

A shareholder of record may revoke his or her proxy by giving written notice of revocation to our Corporate Secretary before the meeting, by delivering a later-dated proxy (either in writing, by telephone or over the Internet), or by voting in person or online at the ~~2018~~2020 Annual Meeting.

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.

If you are a beneficial owner and your shares are held through the TASE, you may revoke or change your vote at any time before the meeting by: (i) communicating such change in writing to our Corporate Secretary or by executing and delivering a later-dated proxy to the Company, c/o Gornitzky & Co., via fax to+972-3-560-6555, Attention: Ari Fried, Adv., or bye-mail to: IFFproxy@gornitzky.com, or (ii) by voting in person at the 2020 Annual Meeting, subject to the satisfaction of the conditions set forth in “How do I vote?” above and “Who can attend the 2020 Annual Meeting” below.

86IFF|2020 PROXY STATEMENT

INFORMATION ABOUT THE MEETING

What shares are covered by my proxy card?

Your proxy reflects all shares owned by you at the close of business on March ~~7, 2018.~~10, 2020. For participants in our 401(k) plans, shares held in your account as of that date are included in your proxy.

What does it mean if I receive more than one proxy card?

If you receive more than one proxy card, it means that you hold shares in more than one account. To ensure that all of your shares are voted, you should sign and return each proxy card. Alternatively, if you vote by telephone or via the Internet, you will need to vote once for each proxy card and voting instruction card you receive.

Who can attend the ~~2018~~2020 Annual Meeting?

Only shareholders and our invited guests are permitted to attend the ~~2018~~2020 Annual Meeting.

Attending in Person: To gain admittance to ourin-person meeting, you must bring a form of personal identification to the meeting, where your name will be verified against our record date shareholder list. If a Broker holds your shares and you plan to attend the meeting, you should bring a brokerage statement showing your ownership of the shares as of the record date or a letter from the Broker confirming such ownership, and a form of personal identification. If you wish to vote your shares that are held by a Broker at the meeting, you must obtain a proxy from your Broker and bring such proxy to the meeting.

~~IFF~~ ~~| 2018 PROXY STATEMENT~~ 87

~~INFORMATION ABOUT THE MEETING~~

If Iyou hold your shares through the TASE and you plan to attend the ~~2018~~2020 Annual Meeting, ~~should I still vote by proxy?~~you must bring the proof of ownership certificate from the TASE’s Clearing House Member through which your shares are held, which certificate indicates that you were the beneficial owner of the shares as of the record date, as well as picture identification, such as a valid Israeli driver’s license or passport, for purposes of personal identification.

~~Yes. Casting your vote in advance does not affect your right~~Attending Online: To gain admittance to attend the 2018 Annual Meeting. If you send in your proxy card and also attend the meeting, you do not need to vote again at the meeting unless you want to change your vote. Written ballots will be available at the 2018our virtual 2020 Annual Meeting, ~~for shareholders of record.~~please visit www.virtualshareholdermeeting.com/iff and enter the Control Number that we have provided to you.

~~How can I listen to the live audio webcast of the 2018 Annual Meeting?~~

You may listen to a live audio webcast of the 2018 Annual Meeting at www.iff.com. The webcast will allow you to listen to the Annual Meeting, but shareholders accessing the 2018 Annual Meeting through the webcast will not be considered present at the 2018 Annual Meeting and will not be able to vote their shares through the webcast or ask questions. If you plan to listen to the live audio webcast, then please submit your vote prior to the 2018 Annual Meeting using one of the methods described under “How do I vote?” above. An archived copy of the webcast will be available at www.iff.com following the ~~2018~~2020 Annual Meeting. ~~Registration to listen to the webcast will be required.~~ We have included our website address for reference only. The information contained on our website is not incorporated by reference into this Proxy Statement.

TASE Holders: To gain admittance to our virtual 2020 Annual Meeting, please contact Gornitzky & Co., via fax at +972-3-560-6555, Attention: Ari Fried, Adv., or by e-mail at: IFFproxy@gornitzky.com for instructions. Shareholders who hold their shares through the TASE will not have the ability to vote on the virtual platform and must submit their vote via the instructions provided in this proxy statement

What do I need to do to attend the virtual 2020 Annual Meeting?

A summary of the information you need to attend the virtual 2020 Annual Meeting is provided below:

Any Shareholder can attend the 2020 Annual Meeting by visiting www.virtualshraeholdermeeting.com/iff

We encourage you to access the 2020 Annual Meeting online prior to its start time

Shareholders may vote electronically and submit questions online while attending the 2020 Annual Meeting

You will need the Control Number that we have provided to you in order to join the virtual 2020 Annual Meeting

Instructions on how to attend and participate in the virtual 2020 Annual Meeting, including how to demonstrate proof of stock ownership, are available at www.virtualshareholdermeeting.com/iff

IFF|2020 PROXY STATEMENT87

INFORMATION ABOUT THE MEETING

Why a virtual meeting?

We have decided to offer a virtual meeting, as part of our effort to maintain a safe and healthy environment at our 2020 Annual Meeting and after closely monitoring statements issued by the World Health Organization (who.int), the Centers for Disease Control and Prevention (cdc.gov) and the New York State Department of Health (health.ny.gov) regarding the novel coronavirus disease,COVID-19. For that reason, our Board of Directors and management team will be attending the 2020 Annual Meeting by remote communication, and will not be present at the physical meeting location, as permitted by our Corporate Governance Guidelines under mitigating circumstances such as public health concerns. If permitted by law, we reserve the right to hold the 2020 Annual Meeting solely by means of remote communication. If we make the decision to do so, it will be communicated by press release, posted on our website, and filed with the SEC as additional proxy material.

What if I have technical difficulties or trouble accessing the virtual 2020 Annual Meeting website?

We will have technicians ready to assist you with any technical difficulties you may have in accessing the virtual 2020 Annual Meeting. If you encounter any difficulties, please call toll free:1-855-449-0991, or if calling internationally, please call1-720-378-5962.

If I plan to attend the 2020 Annual Meeting, should I still vote by proxy?

Yes. Casting your vote in advance does not affect your right to attend the 2020 Annual Meeting. If you send in your proxy card and also attend the meeting (either in person or by visiting www.virtualshareholdermeeting.com/iff), you do not need to vote again at the meeting unless you want to change your vote. Written ballots will be available at the 2020 Annual Meeting and online ballots will be available at the virtual 2020 Annual Meeting at www.virtualshareholdermeeting.com/iff for shareholders of record.

88IFF| ~~2018~~2020 PROXY STATEMENT

~~Section 16(a) Beneficial Ownership Reporting Compliance~~ LOGO

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who beneficially own more than 10% of a registered class of our equity securities, to file reports with the SEC relating to their common stock ownership and changes in such ownership, and to furnish us with copies of all Section 16(a) forms they file. Based on a review of our records and certain written representations received from our executive officers and directors, we believe that during the year ended December 31, 2017, all Section 16(a) filing requirements applicable to directors, executive officers and greater than 10% shareholders were complied with on a timely basis.

~~Proxy Solicitation Costs~~

We will pay the entire cost of soliciting proxies. In addition to solicitation by mail, proxies may be solicited on our behalf by directors, officers or employees in person, by telephone, by facsimile or by electronic mail. We have retained Georgeson Inc. to assist in proxy solicitation for a fee of $8,500 plus expenses.~~We will reimburse banks, brokers and other custodians, nominees and fiduciaries for their costs in sending proxy materials to the beneficial owners of our common stock.~~

~~Shareholder Proposals~~

In order for a shareholder proposal or proposed director nomination to be considered for inclusion in our proxy materials for next year’s annual meeting of shareholders, the Secretary of our Company must receive the written proposal no later than November 19, 2018. Under Article I, Section 3 of our~~By-Laws,~~ in order for a shareholder to submit a proposal or to nominate any director at next year’s annual meeting of shareholders, the shareholder must give written notice to the Secretary of our Company not less than 90 days nor more than 120 days prior to the anniversary date of this year’s annual meeting of shareholders provided next year’s annual meeting is called for on a date that is within 30 days before or after such anniversary date. Assuming that next year’s annual meeting is held on schedule, we must receive written notice of an intention to introduce a nomination or other item of business at that meeting between January 2, 2019 and February 1, 2019. The notice must also meet all other requirements contained in our~~By-Laws,~~ ~~including the requirement to contain specified information about the proposed business or the director nominee and the shareholder making the proposal.~~

As of the date of this proxy statement, we do not know of any matters to be presented at the 2018 Annual Meeting other than those described in this proxy statement. If any other matters should properly come before the meeting, proxies in the enclosed form will be voted on those matters in accordance with the judgment of the person or persons voting the proxies, unless otherwise specified.

~~Shareholder Communications~~

~~Shareholders and other parties interested in communicating directly with the Lead Director, thenon-management~~ ~~directors as a group or all directors as a group may do so by writing to the Lead Director or thenon-management~~ directors or the Board, in each case, c/o General Counsel and Secretary, International Flavors & Fragrances Inc., 521 West 57th Street, New York, New York 10019. All communications should include the name, address, telephone number and email address (if any) of the person submitting the communication and indicate whether the person is a shareholder of our Company.

~~The Board has approved a process for handling correspondence received by our Company on behalf of the Lead Director, thenon-management~~ directors as a group or all directors as a group. Under that process, the General Counsel reviews all such correspondence and maintains a log of, and forwards to the appropriate Board member, correspondence that is relevant to (i) the functions of the Board or

~~IFF~~ ~~| 2018 PROXY STATEMENT~~ 89

Other Matters

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who beneficially own more than 10% of a registered class of our equity securities, to file reports with the SEC relating to their common stock ownership and changes in such ownership, and to confirm that all required Section 16(a) forms were filed with the SEC. Based on a review of our records and certain written representations received from our executive officers and directors, we believe that during the year ended December 31, 2019, there was one late filing disclosing one transaction by Amos Anatot.

Proxy Solicitation Costs

We will pay the entire cost of soliciting proxies. In addition to solicitation by mail, proxies may be solicited on our behalf by directors, officers or employees in person, by telephone, by facsimile or by electronic mail. We have retained Georgeson Inc. to assist in proxy solicitation for a fee of $9,000 plus expenses. We will reimburse banks, brokers and other custodians, nominees and fiduciaries for their costs in sending proxy materials to the beneficial owners of our common stock.

Shareholder Proposals

In order for a shareholder proposal or proposed director nomination to be considered for inclusion in our proxy materials for next year’s annual meeting of shareholders, the Secretary of our Company must receive the written proposal no later than November 24, 2020. Under Article I, Section 3 of ourBy-Laws, in order for a shareholder to submit a proposal or to nominate any director at next year’s annual meeting of shareholders, the shareholder must give written notice to the Secretary of our Company not less than 90 days nor more than 120 days prior to the anniversary date of this year’s annual meeting of shareholders provided next year’s annual meeting is called for on a date that is within 30 days before or after such anniversary date. Assuming that next year’s annual meeting is held on schedule, we must receive written notice of an intention to introduce a nomination or other item of business at that meeting between January 6, 2021 and February 5, 2021. The notice must also meet all other requirements contained in ourBy-Laws, including the requirement to contain specified information about the proposed business or the director nominee and the shareholder making the proposal.

As of the date of this proxy statement, we do not know of any matters to be presented at the 2020 Annual Meeting other than those described in this proxy statement. If any other matters should properly come before the meeting, proxies in the enclosed form will be voted on those matters in accordance with the judgment of the person or persons voting the proxies, unless otherwise specified.

Shareholder Communications

Shareholders and other parties interested in communicating directly with the Lead Director, thenon-management directors as a group or all directors as a group may do so by writing to the Lead Director or thenon-management directors or the Board, in each case, c/o General Counsel and Secretary, International Flavors & Fragrances Inc., 521 West 57th Street, New York, New York 10019. All communications should include the name, address, telephone number and email address (if any) of the person submitting the communication and indicate whether the person is a shareholder of our Company.

The Board has approved a process for handling correspondence received by our Company on behalf of the Lead Director, thenon-management directors as a group or all directors as a group. Under that process, the General Counsel reviews all such correspondence and maintains a log of, and forwards to the appropriate Board member, correspondence that is relevant to (i) the functions of the Board or

IFF | 2020 PROXY STATEMENT 89

OTHER MATTERS

committees thereof or (ii) other significant matters involving our Company. The General Counsel may screen frivolous or unlawful communications and commercial advertisements. Directors may review the log maintained by the General Counsel at any time.

Concerns relating to accounting, internal controls or auditing matters are immediately brought to the attention of our internal auditor and handled in accordance with procedures established by the Audit Committee with respect to such matters.

Electronic Delivery

This year we again have elected to take advantage of the SEC’s rule that allows us to furnish proxy materials to you online. We believe electronic delivery will expedite shareholders’ receipt of materials, while lowering costs and reducing the environmental impact of our ~~2018~~2020 Annual Meeting by reducing printing and mailing of full sets of materials. We mailed the Notice containing instructions on how to access our proxy statement and annual report online on or about March ~~19, 2018.~~24, 2020. If you would like to receive a paper copy of the proxy materials, the Notice contains instructions on how to receive a paper copy.

Householding

We have adopted a procedure approved by the SEC called “householding.” Under this procedure, shareholders of record who have the same address and last name will receive only one copy of our Notice, unless one or more of these shareholders notifies us that they wish to continue receiving individual copies. This procedure will reduce our printing costs and postage fees.

If you are eligible for householding, but you and other shareholders of record with whom you share an address currently receive multiple copies of the Notice, or if you hold stock in more than one account, and in either case you wish to receive only a single copy of the Notice for your household, please contact Broadridge Financial Solutions, by calling1-800-542-1061, or by forwarding a written request addressed to Broadridge Financial Solutions, 51 Mercedes Way, Edgewood, New York 11717.

If you participate in householding and wish to receive a separate copy of the Notice, or if you do not wish to participate in householding and prefer to receive separate copies of the Notice in the future, please contact Broadridge Financial Solutions as indicated above. Beneficial shareholders can request information about householding from their nominee.

Available Information

We will furnish without charge to each person whose proxy is being solicited, upon request of any such person, a copy of the ~~2017~~2019 Annual Report as filed with the SEC, including the financial statements and schedules thereto, but not the exhibits. In addition, such report is available, free of charge, through the Investor — Financials & Filings — SEC Filings link on our website at, www.iff.com. A request for a copy of such report should be directed to International Flavors & Fragrances Inc., 521 West 57th Street, New York, NY 10019, Attention: Investor Relations. A copy of any exhibit to the Form10-K for the year ended December 31, ~~2017~~2019 will be forwarded following receipt of a written request to Investor Relations.

90IFF| ~~2018~~2020 PROXY STATEMENT

LOGO

Exhibit A GAAP to Non-GAAP Reconciliations

This proxy statement includes ~~the following~~certainnon-GAAP financial ~~operating measures: (i) currency neutral sales (which eliminates the effects that result from translating its international sales in US Dollars), (ii) currency neutral~~measures, including: (1) adjusted operating profit ~~(which excludes operational improvement initiatives; acquisition related costs; integration related costs; legal charges/credits, net; tax assessment;~~and adjusted EPS, which exclude restructuring costs and other ~~charges, net; gain~~significant items of anon-recurring and/ornon-operational nature such as losses on sale of ~~assets;~~assets, operational improvement initiatives, integration related costs, FDA mandated product ~~recall; and UK pension settlement charges), and (iii) currency neutral adjusted earnings per share (which excludes operational improvement initiatives;~~recall costs, acquisition related costs; integration related costs; legal charges/credits, net; tax assessment; restructuring and other charges, net; gain on sale of assets; CTA realization, FDA mandated product recall; UK pension settlement charges; and U.S. tax reform charges). In addition, this proxy statement includes~~non-GAAP~~ ~~adjusted net income payout as a percentage of adjusted net income (which excludes operational improvement initiatives;~~costs, Frutarom acquisition related ~~costs; integration~~costs, compliance review & legal defense costs, and costs related ~~costs; legal charges/credits, net; tax assessment; restructuring~~to proposed combination (the “N&B Transaction”) with DuPont Nutrition & Biosciences (often referred to as “Items Impacting Comparability); and ~~other charges, net; gain on sale~~(2) adjusted EPS ex amortization, which excludes Items Impacting Comparability and the amortization of ~~assets; CTA realization, FDA mandated product recall; UK pension settlement charges; and U.S. tax reform charges).~~

~~We have included each of these~~acquisition related intangible assets. Thesenon-GAAP measures ~~in order~~are intended to provide additional information regarding our ~~Company’s~~ underlying operating results and comparable year-over-year performance. Such information is supplemental to information presented in accordance with GAAP and is not intended to represent a presentation in accordance with GAAP. ~~A material limitation of thesenon-GAAP~~ ~~measures is that such measures do not reflect actual GAAP amounts. We compensate for such limitations by using these measures as one of several metrics, including GAAP measures. Thesenon-GAAP~~ ~~measures may not be comparable to similarly titled measures used by other companies.~~

Foreign Currency Reconciliation

   Sales Operating
Profit EPS
% Change — As Reported (GAAP)



            9

%

            2

%

            -26

%

Items Impacting Comparability



0

%

2

%

32

%

% Change — Adjusted(non-GAAP)



9

%

4

%

7

%

Currency Impact



0

%

1

%

2

%

% Change — Currency Neutral



9

%

5

%

9

%

Year Ended December 31, 2019

Adjusted Operating Profit

(Dollars in thousands)

Reported (GAAP)

$665,270

Operational Improvement Initiatives (a)

2,267

Integration Related Costs (b)

55,160

Restructuring and Other Charges, net (c)

29,765

Losses on Sale of Assets

2,367

FDA Mandated Product Recall (d)

250

Frutarom Acquisition Related Costs (e)

5,940

Compliance Review and Legal Defense Costs (f)

11,314

N&B Transaction Related Costs (g)

20,747

Adjusted(Non-GAAP)

$793,080

Operating Profit Reconciliation

(IN THOUSANDS U.S. $)
   2017 2016
As Reported Operating Profit (GAAP)



$581,443

$567,356

Operational Improvement Initiatives (a)



1,802

2,402

Acquisition Related Costs (b)



20,389

12,195

Integration Related Costs (c)



4,179

—

Legal Charges/Credits, net (d)



1,000

48,518

Tax Assessment (e)



5,331

—

Restructuring and Other Charges, net (f)



19,711

322

Gain on Sale of Assets (g)



(184)



(7,818)



FDA Mandated Product Recall (i)



11,000

—

UK Pension Settlement Charges (j)


2,769

—



Adjusted Operating Profit (non-GAAP)
           $647,440           $622,975

Year Ended December 31, 2019

Income
before
taxes

Taxes on
income (j)

Net Income
Attributable
to IFF (k)

Diluted
EPS (l)

Adjusted Net Income/Diluted EPS

(Dollars in thousands)

Reported (GAAP)

557,452

97,184

455,873

4.00

Operational Improvement Initiatives (a)

2,267

610

1,657

0.01

Acquisition Related Costs (h)

(3,371)

—

(3,371)

(0.03)

Integration Related Costs (b)

55,160

12,461

42,699

0.38

Restructuring and Other Charges, net (c)

29,765

6,797

22,968

0.20

Losses on Sale of Assets

2,367

572

1,795

0.02

FDA Mandated Product Recall (d)

250

193

—

Frutarom Acquisition Related Costs (e)

5,940

794

5,146

0.05

Compliance Review and Legal Defense Costs (f)

11,314

2,522

8,792

��

0.08

N&B Transaction Related Costs (g)

20,747

2,354

18,393

0.16

Redemption value adjustment to EPS (i)

—

0.02

Adjusted(Non-GAAP)

681,891

123,351

554,145

4.88

IFF | ~~2018~~2020 PROXY STATEMENT 91

~~ExhibitA-GAAP~~ to~~Non-GAAP~~ ~~Reconciliations~~

EXHIBIT A- GAAP TONON-GAAP RECONCILIATIONS

EPS Reconciliation

   2017 2016
As Reported EPS (GAAP)



$3.72

$5.05

Operational Improvement Initiatives (a)



0.02

0.02

Acquisition Related Costs (b)



0.17

0.10

Integration Related Costs (c)



0.03

—

Legal Charges/Credits, net (d)



0.01

0.39

Tax Assessment (e)



0.04

—

Restructuring and Other Charges, net (f)



0.17

—

Gain on Sale of Assets (g)



—

(0.06)



CTA Realization (h)



(0.15)



—

FDA Mandated Product Recall (i)



0.09

—

UK Pension Settlement Charges (j)



0.03

—

U.S. Tax Reform (k)



1.76

—



Adjusted EPS(non-GAAP)
           $5.89           $5.51 ^(l)


	Year Ended December 31, 2019
Adjusted Net Income/EPS ex Amortization (Dollars in thousands)
Adjusted(Non-GAAP) Net Income	$	554,145
Amortization of Acquisition related Intangible Assets		193,097
Tax Impact on Amortization of Acquisition related Intangible Assets		47,589

Amortization of Acquisition related Intangible Assets, net of tax (m)		145,508

Adjusted(Non-GAAP) Net Income ex. Amortization	$	699,653

Denominator (Share amount in thousands)
Weighted average shares assuming dilution (diluted)		113,307

Adjusted(Non-GAAP) EPS ex. Amortization	$	6.17

(a)

~~For 2017 and 2016, represents~~

Represents accelerated depreciation ~~and idle labor costs in Hangzhou, China. For 2016, also includes the partial reversal of severance accruals~~ related to ~~prior year operational initiatives~~plant relocations in ~~Europe. There was approximately $0.4 million of idle labor costs in Hangzhou, China recorded during the 2016 that were not excluded from AdjustedNon-GAAP~~ ~~metrics.~~India and China.

(b)

~~For 2017, represents the amortization of inventory“step-up”~~ included in Cost of goods sold and transaction costs related to the acquisitions of Fragrance Resources and PowderPure within Selling and administrative expenses. For 2016, represents the amortization of inventory~~“step-up”~~ ~~included in Cost of goods sold and transaction costs related to the acquisitions of David Michael within Selling and administrative expenses.~~

~~(c)~~

Represents costs related to the integration of the ~~David Michael~~Frutarom acquisition, primarily advisory services.

(c)	Represents costs primarily related to the Frutarom Integration Initiative and ~~Fragrance Resources acquisitions.~~the 2019 Severance Program, including severance related to outsourcing the IT function.

(d)	Represents additional ~~charge related~~claims to ~~litigation settlement.~~be paid toco-packers.

(e)	Represents ~~the reserve for payment of a tax assessment~~transaction-related costs and expenses related to ~~commercial rent~~the acquisition of Frutarom. Amount primarily includes amortization for ~~prior periods.~~inventory“step-up” costs and transaction costs.

(f)

Represents ~~severance~~ costs related to reviewing the ~~2017 Productivity Program which were partially offset by the reversal~~nature of ~~2015 severance charges that were no longer needed. For 2016, represents accelerated depreciation~~inappropriate payments and review of compliance in certain other countries. In addition, includes legal costs for related ~~to restructuring initiatives and severance costs related to the termination of a former executive officer and the partial reversal of restructuring accruals recorded in the prior year.~~shareholder lawsuits.

(g)

Represents ~~gains on sale of assets. For 2016, assets sold were principally in Brazil. During the first quarter of 2016, we previously recognized approximately $3 million of gains~~costs and expenses related to the ~~sale of fixed assets. We have not retrospectively adjusted these amounts out of our AdjustedNon-GAAP~~ ~~metrics.~~pending N&B Transaction.

(h)	Represents ~~the release of CTA related~~adjustments to the ~~liquidation of a foreign entity.~~fair value for an equity method investment in Canada which we began consolidating in the second quarter.

(i)

Represents ~~an estimate of~~ the ~~Company’s incremental direct costs and customer reimbursement obligations, in~~adjustment to EPS related to the excess of the ~~Company’s sales~~redemption value of ~~the recalled products, arising from an FDA mandated recall.~~certain redeemable noncontrolling interests over their existing carrying value.

(j)

~~Represents pension settlement~~

The income tax expense (benefit) onnon-GAAP adjustments is computed in accordance with ASC 740 using the same methodology as the GAAP provision of income taxes. Income tax effects ofnon-GAAP adjustments are calculated based on the applicable statutory tax rate for each jurisdiction in which such charges were incurred, except for those items which arenon-taxable for which the tax expense (benefit) was calculated at 0%. For fiscal year 2019, thesenon-GAAP adjustments were not subject to foreign tax credits or valuation allowances, but to the extent that such factors are applicable to any futurenon-GAAP adjustments we will take such factors into consideration in ~~one of~~calculating the ~~Company’s UK pension plans.~~tax expense (benefit). For amortization, the tax benefit has been calculated based on the statutory rate on a country by country basis.

(k)

Represents ~~charges incurred related~~net income reduced by income attributable to ~~enactment~~noncontrolling interest of certain U.S. tax legislation changes in December 2017. The amount includes approximately $38.6 million related to net adjustments on deferred tax assets and $100.6 million related taxes on deemed repatriation of earnings.$4.4 million.

(l)	The sum of these items does not foot due to rounding.

(m)	Represents all amortization of intangible assets acquired in connection with acquisitions, net of tax.

92IFF| ~~2018~~2020 PROXY STATEMENT

~~EXHIBIT A~~- ~~GAAP TONON-GAAP~~ ~~RECONCILIATIONS~~

Reconciliation of
Adjusted Net Income / Adjusted Total Payout Ratio as Percentage of Adjusted Net Income
(IN MILLIONS U.S. $)

2013

2014

2015

2016

2017

As Reported Net Income



354



415

419



405



296

Restructuring and Other Charges



5



4

5



0



14

Operational Improvement Initiative Costs



3



2

1



2



1

Patent Litigation Settlement



-



-

-



-



-

Gain on Asset Sale



(9)



(0)

-



(5)



0

Accelerated Contingent Consideration



-



-

7



0

Acquisition Related Costs



-



-

12



8



14

Tax Settlements



-



-

(10)



-



-

Spanish Tax Settlement



-



-

-



-



-

Spanish Capital Tax Charge Reversal



-



-

(8)



-



-

Spanish Tax Charges



15



(4)

-



-



-

Integration Related Costs



3

Tax Assessment



-



-

-



-



3

FDA Mandated Product Recall



-



-

-



-



7

UK Pension Settlement Charges



-



-

-



-



2

CTA Realization



U.S. Tax Reform

   -



-

-



-



139

Legal Charges/Credits


-



-

-



31



1









Adjusted Net Income
       368            416    *     426            441            468

*Item does not foot due to rounding.

Adjusted Total Payout Ratio as Percentage of Adjusted Net Income
(IN MILLIONS U.S. $)

2013

2014

2015

2016

2017

Dividend Payment



87



133



159



185



206

Adjustment Due to Timing of Payment

   28

   -

   -

   -

   -

Adjusted Dividend Payment

   115

   133

   159

   185

   206

Share Repurchases

   51

   88

   122

   127

   58

Adjusted Total Payout as Percentage of Net Income
   166    221    281    312    264

Adjusted Net Income Payout


    45%


    53%


    66%


    71%


    56%

~~IFF~~ ~~| 2018 PROXY STATEMENT~~ 93


*INTERNATIONAL FLAVORS & FRAGRANCES INC.* *521 ~~WEST 57TH STREET~~W. 57th Street ~~NEW YORK,~~New York, NY 10019*		VOTE BY INTERNET - **Before The Meeting–Go towww.proxyvote.com Use the internet to transmit your voting instructions up until the date and time indicated on the reverse side. Have your proxy card in hand when you access the web site and follow the instructions.**
		~~ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER COMMUNICATIONS~~During The Meeting–Go towww.virtualshareholdermeeting.com/IFF. ~~If you would like to reduce~~ You may attend the ~~costs incurred~~meeting via the internet and vote during the meeting. Have the information that is printed in the box marked by ~~International Flavors & Fragrances Inc. In mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards~~the arrow available and ~~annual reports electronically viae-mail.~~ ~~To sign up for electronic delivery, please~~ follow the ~~instructions above to vote using the Internet and, when prompted, indicate that you agree to receive shareholder communications electronically in future years.~~instructions.
		VOTE BY PHONE -1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until the date and time indicated on the reverse side. Have your proxy card in hand when you call and then follow the instructions.
		VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717, by the date and time indicated on the reverse side. If you hold your shares through the Tel Aviv Stock Exchange (“TASE”), please sign and date your proxy card, and attach to it a proof of ownership certificate from the TASE Clearing House Member through which your shares are held (which you can obtain from your TASE broker), and return the proxy card, along with the proof of ownership certificate, to the Company, c/o Gornitzky & Co., via fax to +972-3-560-6555, Attention: Ari Fried, Adv., or by e-mail to: IFFproxy@Gornitzky.com
		~~VOTE IN PERSON~~ ~~You may vote the shares in person by attending the Annual Meeting.~~

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

~~E37701-P03441~~ KEEP THIS PORTION FOR YOUR RECORDS

DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

INTERNATIONAL FLAVORS & FRAGRANCES INC.

The Board of Directors recommends you vote FOR all listed nominees, and FOR Proposals 2 and 3.

Elect eleven members of the Board of Directors for aone-year term expiring at the ~~2019~~2021 Annual Meeting of Shareholders.

Nominees:

For

Against

Abstain

For

Against

Abstain

1a.

1b.

1c.

1d.

1e.

1f.

1g.

1h.

1i.

1j.

1k.

Marcello V. Bottoli

~~Dr. Linda Buck~~

Michael L. Ducker

David R. Epstein

Roger W. Ferguson, Jr.

John F. Ferraro

Andreas Fibig

Christina Gold

Katherine M. Hudson

Dale F. Morrison

Dr. Li-Huei Tsai

Stephen Williamson

☐

Ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the ~~2018~~2020 fiscal year.

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~~Approve, on an advisory basis, the compensation of our named executive officers in 2017.~~

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Approve, on an advisory basis, the compensation of our named executive officers in 2019.

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NOTE:Such other business as may properly come before the meeting or any adjournment or postponement thereof.

~~For address changes and/or comments, please check this box and write them on the back where indicated.~~

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~~Please indicate if you plan to attend this meeting.~~

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~~Yes~~

For address changes and/or comments, please check this box and write them on the back where indicated.

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Please indicate if you plan to attend this meeting.

☐

Yes

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Please sign exactly as your name(s) appear(s) ~~hereon.~~hereon or, if you hold shares through TASE, as your name(s) appear(s) in the proof of ownership certificate signed by your TASE Clearing House Member. When signing as attorney, executor, administrator, trustee or guardian, please add your title as such. When signing as joint tenants, all parties in the joint tenancy must sign. If signer is a corporation or partnership, please sign in full corporate or partnership name by duly authorized officer.

Signature [PLEASE SIGN WITHIN BOX]

Date

Signature (Joint Owners)

Date



		ADMISSION TICKET INTERNATIONAL FLAVORS & FRAGRANCES INC. ANNUAL MEETING OF SHAREHOLDERS MAY ~~2, 2018~~6, 2020 AT 10:00 A.M. EASTERN DAYLIGHT TIME ~~INTERNATIONAL FLAVORS~~International Flavors & ~~FRAGRANCES INC.~~Fragrances Inc. 533 ~~WEST~~West 57^th ~~STREET, 9~~^th ~~FLOOR~~Street ~~NEW YORK, NY~~New York, New York 10019 ADMITS ONE SHAREHOLDER

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The Notice and Proxy Statement and Annual Report are available atwww.proxyvote.com.

~~E37702-P03441~~

INTERNATIONAL FLAVORS & FRAGRANCES INC.

THIS PROXY CARD/VOTING INSTRUCTION FORM IS SOLICITED

ON BEHALF OF THE BOARD OF DIRECTORS

ANNUAL MEETING OF SHAREHOLDERS

MAY ~~2, 2018~~6, 2020

The undersigned hereby appoint(s) each of Mr. Andreas Fibig and Ms. Anne Chwat as the attorney and proxy of the undersigned, with full power of substitution, to vote the number of shares of stock the undersigned is entitled to vote at the Annual Meeting of Shareholders of International Flavors & Fragrances Inc. to be held at ~~the headquarters of the Company on~~533 West 57^th Street, New York, New York 10019, and lvia live webcast at www.virtualshareholdermeeting.com/IFF Wednesday, May ~~2, 2018~~6, 2020 at 10:00 A.M. Eastern Daylight Time, and any adjournment(s) or postponement(s) thereof (the “Meeting”).

IF YOU ARE A SHAREHOLDER OF RECORD, THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED ON THE REVERSE SIDE. IF NO SUCH DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” THE ELECTION OF ALL NOMINEES FOR DIRECTOR, “FOR” PROPOSALS 2 AND 3 AND ACCORDING TO THE DISCRETION OF THE PROXY HOLDERS ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING. VOTING INSTRUCTIONS MUST BE RECEIVED BY 11:59 P.M. EASTERN DAYLIGHT TIME ON MAY ~~1, 2018.~~5, 2020.

If you are a participant in the International Flavors & Fragrances Inc. Retirement Investment Fund Plans (the “401(k) Plans”), this proxy covers all shares for which the undersigned has the right to give voting instructions to Vanguard Fiduciary Trust Company, the trustee of the 401(k) Plans. This proxy, when properly executed, will be voted as directed by the undersigned on the reverse side. Shares in the 401(k) Plans for which voting instructions are not received by 11:59 P.M. Eastern Daylight Time on ~~April 27, 2018,~~May 1, 2020, or if no choice is specified, will be voted by the trustee in the same proportion as the shares for which voting instructions are received from other participants in the applicable 401(k) Plan.

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD/VOTING INSTRUCTION FORM

PROMPTLY USING THE

ENCLOSED REPLY ENVELOPE.



		Address Changes/Comments:

(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)

CONTINUED AND TO BE SIGNED ON REVERSE SIDE


☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material under §240.14a-12



☒	No fee required.

☐	Fee computed on table below per Exchange Act Rules14a-6(i)(1) and0-11.

	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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☐	Fee paid previously with preliminary materials.

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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2017 Results (GAAP basis)		Change vs. Prior Year
Net Sales	$3.4 billion	9%
Operating Profit	$581 million	2%
Diluted Net Earnings Per Share	$3.72	(26)%


2019 Results

Net Sales		$5.1 B

Operating Profit		$665 M

Adjusted Operating Profit*		$793 M

Diluted EPS		$4.00

Adjusted Diluted EPS*		$4.88
Adjusted Diluted EPS ex Amortization*		$6.17


Proposal 1 Election of 11 Director Nominees				The Board 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~~Board.
Proposal 1 Election of 11 Director Nominees				See “Proposal 1 — Election of Directors” beginning on page 1 of this Proxy ~~Statement~~Statement.


		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 ~~2017~~2019 Annual Report before you vote.


Proposal 3 — Advisory Vote on Executive Compensation			6160

Executive Compensation			6261
Summary Compensation Table			6261
Pay Ratio			6362
~~2017~~2019 All Other Compensation			6463
Employment Agreements or Arrangements			6564
~~2017~~2019 Grants of Plan-Based Awards			6665
Long-Term Incentive Plan			6867
Equity Compensation Plan Information			6968
~~2017~~2019 Outstanding Equity Awards at FiscalYear-End			7069
~~2017~~2019 Stock Vested			7271
Pension Benefits			7372
Non-Qualified Deferred Compensation.			7473
Termination and Change in Control Arrangements			7675
Potential Payments upon Termination or Change in Control			8180

Information About The Meeting			8584

Other Matters			89
Delinquent Section 16(a) ~~Beneficial Ownership Reporting Compliance~~Reports			89
Proxy Solicitation Costs			89
Shareholder Proposals			89
Shareholder Communications			89
Electronic Delivery			90
Householding			90
Available Information			90

Exhibit A — GAAP toNon-GAAP Reconciliations			91


*~~Diversity~~*	*~~Tenure~~*		*~~Executive~~* *~~Leadership~~* *~~Experience~~*

	~~< 4 Yrs~~	~~> 8 Yrs~~

	~~4 to 8 Yrs~~
~~4 of our 11 Director~~ ~~Nominees are women or~~ ~~minorities~~	~~82% of our Director~~ ~~Nominees have served~~ ~~8 or less full annual terms~~ ~~on our Board~~		~~91% of our Director~~ ~~Nominees have Senior~~ ~~Executive Leadership~~ ~~Experience~~

Andreas Fibig (Chairman)

Dale F. Morrison (Lead Director)

Marcello V. Bottoli

Michael L. Ducker

David R. Epstein

Roger W. Ferguson, Jr.

John F. Ferraro

Christina Gold

Katherine M. Hudson

Dr. Li-Huei Tsai

Stephen Williamson