INTERNATIONAL FLAVORS & FRAGRANCES INC. PROXY STATEMENT AND NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS
InternationalFlavors&FragrancesInc.
521 West 57th Street New York, NY 10019
March 21, 2024
DEARFELLOWSHAREHOLDER:
In a year defined by global complexity and macroeconomic uncertainty, IFFers demonstrated remarkable creativity and resilience, finding new ways to innovate for our global customers and deliver exceptional experiences for end consumers. Amid a challenging and unpredictable operating environment, our performance reflects the execution of our strategic priorities, including our renewed focus on commercial success and operating efficiency.
Through a robust effort from our teams worldwide and a shared commitment to putting the customer at the center of all we do, IFF continued to strengthen our commercial execution and its journey to become a more nimble and efficient organization. Our global teams made progress against these strategic priorities and continue to be laser-focused on building executional excellence as we foster a culture that encourages creativity, experimentation and continuous improvement.
PortfolioOptimization
At the same time, IFF took decisive action to ensure our portfolio best positions the company for long- term growth, improves our capital structure and allows for greater investment in high-return businesses. By focusing on areas where IFF can maximize long-term value, we are dedicating resources and attention to our most synergistic business segments. In line with our portfolio optimization strategy, IFF completed the sales of our Savory Solutions and Flavor Specialty Ingredients businesses and our interest in Sonarome in 2023, and expects to complete the sale of our Cosmetics Ingredients business in early 2024. IFF will continue to work diligently to execute other portfolio efforts during the remainder of 2024. As a core part of our strategy, IFF will continue to execute additional portfolio optimization opportunities.
CorporateGovernance
IFF also undertook significant steps to strengthen our corporate governance, ensuring we have the expertise needed to oversee our growth and transformation strategy. In the ongoing evolution of our Board of Directors, IFF added experienced corporate executives Mark J. Costa, Dawn C. Willoughby, Kevin O'Byrne and Gary Hu as board members.
ESGEfforts
Successfully delivering on our purpose to create a better world through science and creativity and drive long-term shareholder value requires meaningful action against our ESG+ goals across the company. In the past year, IFF has strengthened our role as a steward for the planet, and we remain on track to cut our 2021 GHG emissions in half by 2030. In line with our goal for all new innovations to have a sustainability value proposition, IFF completed the first full set of sustainability assessments using our proprietary methodology and scoring tool in 2023, with more than 90% of new projects deemed as having a sustainable value proposition that supports people and planet.
OurESG+effortswererecognizedagainbyreputablethird-partyorganizations,includingtheDowJones SustainabilityIndices,whichrankedIFFasthesingularcompanyinourindustryincludedinthisbenchmark.For
theeighthconsecutiveyear,IFFwasnamedtotheCDPClimateAListandrecertifiedintheEDGEMoverankings aswellastheBloombergGender-EqualityIndex.IFFcontinuedexpandingourESG+effortstocustomersby providingdetailedcarbon,waterandlandfootprintdataforarangeofourproducts.
We have also focused our internal equity efforts on further minimizing the gender pay gap, applying ESG metrics to our annual bonus structure, and reaffirming our commitments to the UN Global Compact and the goals agreed to at the Paris Climate Summit.
Throughout this pivotal year, the IFF team established a stronger foundation-taking decisive action to promote long-term profitable growth, while ensuring we deliver for our people, customers and communities. IFF's goal is to support our businesses with the most competitive costs and streamline complexity as we profitably win with our customers.
IFF is an iconic business built upon a legacy of incredible innovation and backed by world-class teams across the globe. As a global leader in high-value ingredients and solutions for attractive consumer end markets, IFF continues to advance our vision for people and the planet. This unifying commitment to apply science and creativity for a better world will continue to guide IFF through our next chapter.
While the global economic landscape is uncertain, IFF will remain focused on execution. We have work to do to achieve our vision, but I am confident that we are well-positioned to build on IFF's strong progress in 2023 and create enduring value for all our stakeholders in 2024 and beyond.
Sincerely,
Roger W. Ferguson, Jr.
Chair of the Board of Directors
CautionaryStatementUnderThePrivateSecuritiesLitigationReformActof1995
This letter includes ''forward-looking statements'' under the Federal Private Securities Litigation Reform Act of 1995. These forward-looking statements are qualified in their entirety by cautionary statements and risk factor disclosures contained in the Company's Securities and Exchange Commission (''SEC'') filings, including the Company's Annual Report on Form 10-K filed with the SEC on February 28, 2024 and subsequent filings with the SEC. The Company wishes to caution readers that certain important factors may have affected and could in the future affect the Company's actual results and could cause the Company's actual results for subsequent periods to differ materially from those expressed in any forward- looking statements made by or on behalf of the Company. New risks emerge from time to time and it is not possible for management to predict all such risk factors or to assess the impact of such risks on the Company's business. Accordingly, the Company undertakes no obligation to publicly revise any forward- looking statements, whether as a result of new information, future events, or otherwise.
Noticeof2024AnnualMeetingofShareholders
DateandTime
May 1, 2024
10 a.m. Eastern Daylight Time
Place
Meeting live via the Internet. Please visit: www.virtualshareholdermeeting.com/IFF2024*
ItemstobeVotedOn
ManagementProposals
- Elect 10 members of the Board of Directors for a one-year term expiring at the 2025 Annual Meeting of Shareholders.
- Ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the 2024 fiscal year.
- Approve, on an advisory basis, the compensation of our named executive officers in 2023.
- Approve the Company's Amended and Restated 2021 Stock Award and Incentive Plan.
ShareholderProposal
5. Commission a third-party assessment on the Company's commitment to freedom of association and collective bargaining rights.
Shareholders shall also transact such other business as may properly come before the 2024 Annual Meeting and any adjournment or postponement of the 2024 Annual Meeting.
RecordDate
Only shareholders of record as of the close of business on March 6, 2024 may vote at the 2024 Annual Meeting.
Sincerely,
J.ErikFyrwald
Chief Executive Officer and Director
March 21, 2024
VirtualMeeting
Youcanattendourvirtual2024AnnualMeetingby visitingwww.virtualshareholdermeeting.com/IFF2024.Be suretohavethe16digitControlNumberwehaveprovided toyoutojointhemeeting.Our2024Annualmeetingwill startat10a.m.EasternDaylightTime.
ProxyVoting
Itisimportantthatyoursharesberepresentedatthe2024
AnnualMeeting,regardlessofthenumberofsharesyou mayhold.Whetherornotyouplantoattend,pleasevote usingtheInternet,bytelephoneorbymail,ineachcaseby followingtheinstructionsinourproxystatement.
ProxyVotingMethods
Telephone
Internet
ImportantNoticeRegardingtheAvailabilityof
ProxyMaterialsfortheAnnualMeetingof
ShareholderstobeheldonMay1,2024:
OurNotice,ProxyStatementand2024AnnualReportare
availableatwww.proxyvote.com.
TOFACILITATETHETIMELYRECEIPTOFYOUR PROXY,WEENCOURAGEYOUTOVOTEBY TELEPHONEORINTERNETTODAY.
WearemakingtheProxyStatementandtheformofproxy firstavailableonoraboutMarch21,2024.
521 West 57th Street New York, NY 10019
- The 2024 Annual Meeting will be entirely virtual as permitted under New York State law, conducted via a live audio-only webcast, in order to provide expanded access, improved communication and cost savings for our shareholders. We believe that hosting a virtual meeting will enable greater shareholder attendance and participation from any location around the world.
Proxy Statement Summary
2023Highlights
PROXY STATEMENT SUMMARY
We provide below highlights of certain information in this Proxy Statement. As it is only a summary, please refer to the complete Proxy Statement and our Annual Report for Fiscal Year ended December 31, 2023 (''2023 Annual Report'') before you vote.
2023Results | ||||
Net Sales | $ | 11.5 | B | |
Operating Loss | $ | (2.1) | B | |
Adjusted Operating EBITDA* | $ | 2.0 | B | |
Diluted EPS | $ | (10.05) | ||
Adjusted Diluted EPS* | $ | 1.28 | ||
Adjusted Diluted EPS ex Amortization* | $ | 3.34 | ||
* See reconciliation of GAAP to Non-GAAP financial measures in Exhibit A to this Proxy Statement.
OurCorporateGovernancePoliciesReflectBestPractices
All Directors other than our CEO are Independent
Strong Pay-for-Performance Practice
Diverse Board Brings Balance of Skills, Professional Experience and Perspectives
Annual Election of Directors
Non-Executive Chair of the Board Leads Board's Independent Oversight
No Guaranteed Pay Increases or Equity Awards for Named Executive Officers (''NEOs'')
Annual Board and Committee Assessments
Formal Board and Executive Succession Planning
No Shareholder Rights Plan (''Poison Pill'')
No Limitation on Shareholder Litigation Rights
No Exclusive Forum or Fee-Shifting Provisions
Majority Voting and Director Resignation Policy in Uncontested Elections
Proxy Access By-Law Provisions
Prohibition on Short Sales and Hedging of our Stock by our Employees, Officers and Directors
Executives and Directors are Subject to Rigorous Stock Retention Guidelines
Extensive Executive Clawback Policy
Long Standing Commitment to Sustainability Shareholder Right to Call a Special Meeting
IFF | 2024PROXY STATEMENT i
PROXY STATEMENT SUMMARY
ProposalsandBoardRecommendations
Proposal1
Election of 10 Director Nominees
TheBoardrecommendsavoteFORtheelectionof allDirectorNominees
Our Governance & Corporate Responsibility Committee and our Board have determined that each of the nominees possesses the skills and qualifications to collectively comprise a highly effective Board.
See ''Proposal 1 - Election of Directors'' beginning on page 1 of this Proxy Statement.
ii IFF | 2024PROXY STATEMENT
PROXY STATEMENT SUMMARY
DirectorNominees
CommitteeMembership | |||||
Human | |||||
NameandPrimary | Capital& | Gov.& | |||
Occupation | JoinedAgeIndep.Audit Comp. | Corp.Resp.Innovation | |||
KathrynJ.Boor | |||||
Dean of the Graduate School and | 2021 | 65 | |||
Vice Provost for Graduate Education | |||||
Cornell University | |||||
MarkJ.Costa | 2023 | 58 | |||
Chairman and Chief Executive Officer | |||||
Eastman Chemical Company | |||||
CarolAnthony(John)Davidson | |||||
Former Senior Vice President, Controller | 2021 | 68 | |||
& Chief Accounting Officer | |||||
Tyco International | |||||
RogerW.Ferguson,Jr. | 2010 | 72 | |||
Chair of the Board, IFF | |||||
Former President and CEO, TIAA | |||||
JohnF.Ferraro | 2015 | 68 | |||
Former Global Chief Operations Officer | |||||
Ernst & Young | |||||
J.ErikFyrwald | 2024 | 64 | |||
Chief Executive Officer | |||||
IFF | |||||
ChristinaGold | 2013 | 76 | |||
Former Chief Executive Officer | |||||
The Western Union Company | |||||
GaryHu | 2023 | 36 | |||
Portfolio Manager | |||||
Icahn Capital LP | |||||
KevinO'Byrne | |||||
Former Chief Financial Officer and | 2023 | 59 | |||
Director | |||||
J Sainsbury plc | |||||
DawnC.Willoughby | |||||
Former Executive Vice President and | 2023 | 54 | |||
Chief Operating Officer | |||||
The Clorox Company | |||||
= Committee Chair | = Financial Expert |
IFF | 2024PROXY STATEMENT iii
PROXY STATEMENT SUMMARY
SkillsandQualifications
Our Board regularly evaluates desired attributes for direction in light of the Company's strategy and needs. Key skills, qualifications and experience currently maintained on the Board include:
SKILLS AND QUALIFICATIONS
Mergers & Acquisitions / Integrations | ESG (Sustainability & Human Capital) |
Consumer Products | Finance / Accounting |
Current or Prior CEO | ERM / Risk Management |
Operations / Manufacturing | International / Emerging Markets |
Innovation / R&D | Public Board Experience |
Proposal2
Ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the 2024 fiscal year
TheBoardrecommendsavoteFORthisproposal
Our Board recommends that shareholders vote ''FOR'' the ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the 2024 fiscal year.
See''Proposal2-RatificationofIndependentRegisteredPublic AccountingFirm''beginningonpage40ofthisProxyStatement.
Proposal3
Approve, on an advisory basis, the compensation of our named executive officers in 2023
TheBoardrecommendsavoteFORthisproposal
Our Board recommends a vote ''FOR'' the advisory vote to approve executive compensation for the 2023 performance year.
See''Proposal3-AdvisoryVoteonExecutiveCompensation''on page69ofthisProxyStatementand''CompensationDiscussion andAnalysis''beginningonpage44ofthisProxyStatement.
iv IFF | 2024PROXY STATEMENT
Proposal4
Approve the Company's Amended and Restated 2021 Stock Award and Incentive Plan
PROXY STATEMENT SUMMARY
TheBoardrecommendsavoteFORthisproposal
Our Board recommends a vote ''FOR'' approving the Company's Amended and Restated 2021 Stock Award and Incentive Plan.
See''Proposal4-ApprovetheCompany'sAmendedandRestated 2021StockAwardandIncentivePlan''onpage70ofthisProxy Statement.
Proposal5
Shareholder proposal to commission a third-party assessment on the Company's commitment to freedom of association and collective bargaining rights.
TheBoardrecommendsavoteAGAINSTthis proposal
Our Board recommends a vote ''AGAINST'' the shareholder proposal to commission a third-party assessment on the Company's commitment to freedom of association and collective bargaining rights.
See''Proposal5-CommissionaThird-PartyAssessmentonthe
Company'sCommitmenttoFreedomofAssociationandCollective
BargainingRights''onpage107ofthisProxyStatement.
IFF | 2024PROXY STATEMENT v
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IFF - International Flavors & Fragrances Inc. published this content on 21 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 March 2024 13:11:12 UTC.
