UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

 

 

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Check the appropriate box:

 

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☐		Soliciting Material under § 240.14a-12

International Flavors & Fragrances Inc.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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Letter from the Chief Executive Officer

Dear Fellow Shareholder:

It is a privilege to write to you as CEO of IFF, a global leader in high-value ingredients and solutions with a world-class team and an unmatched portfolio to meet the evolving needs of the global food, beverage, home and personal care and health and wellness markets.

I am honored to lead such a world-class company and join a global team united around a central purpose – to apply science and creativity for a better world – as we strengthen our position as an essential solutions partner for our customers. IFF has embarked on an incredible transformational journey and our company is stronger today than it’s ever been. As CEO, I am squarely focused on opportunities to build on this incredible foundation to achieve our next chapter of growth.

In 2021, IFFers once again showcased their resilience, remarkable spirit and relentless determination in pursuit of our mission to Do More Good for our stakeholders and our planet. As the COVID-19 pandemic continued to test our communities in ever-evolving ways, IFF showcased its essential role in the value chain for key consumer brands and manufacturers.

The completion of our combination with Nutrition & Biosciences (N&B) business in February 2021 officially marked the beginning of a new era for IFF. IFF’s teams around the world have worked tirelessly over the last two years to bring this incredible combination to life and position our business for our next chapter of growth and innovation. We continue to make tremendous progress integrating our businesses and bringing together more than 24,000 employees worldwide, while delivering on our efforts to create a more efficient organization.

IFF’s financial results in 2021 reflect the strength and durability of our expanded portfolio and the exceptional dedication of our teams. Within the complex global operating environment, we delivered strong sales growth across our business divisions, including meaningful recoveries in the segments most affected by the pandemic. For the full year, IFF delivered $11.7 billion in sales and adjusted operating EBITDA of $2.4 billion. IFF finished the year ahead of our sales target, with double-digit growth driven by strong performance across all four business segments. While global supply chain challenges pressured our profitability margin for the year, we are proud of how our teams navigated this landscape to continue to deliver year-over-year growth in adjusted operating EBITDA.

Importantly, IFF has improved its financial flexibility and robust cash flow, particularly as we streamlined our portfolio to focus on our core competencies. IFF successfully completed the divestiture of our non-core fruit preparation business and announced the sale of our microbial control business. These strategic actions allow IFF to reduce outstanding debt and invest in valuable growth and innovation opportunities to further meet the evolving needs of our customers.

All of us at IFF believe strongly in our responsibility to Do More Good in all our communities. As a purpose-driven, customer-centric organization, we are a leading force for a more sustainable future. We are on a journey to challenge the status quo and be the most responsible partner we can for our shareholders, customers, communities and planet. I am proud to report that IFF is achieving our targets in this mission. In May, IFF announced that we met and surpassed the intensity-based environmental targets we initially set in 2010, when we first established our 10-year sustainability objectives. We reduced greenhouse gas emissions, water withdrawal and hazardous waste generation well beyond our targets. We are proud of this work, but we know all of us can, and must, do more.

Expanding on these initiatives, IFF announced in December 2021 a new and ambitious environmental, social and governance roadmap called the ESG 2030 ‘Do More Good Plan.’ Through this framework, IFF will accelerate efforts to address the most urgent issues affecting our world for the next decade and beyond. By focusing on four “ESG+” areas of action (Environmental, Social, Governance and Sustainable solutions), IFF commits to transform how we design and manufacture our products. Across IFF, we are incorporating our Do More Good mindset into the ways we responsibly engage with our employees, customers, suppliers and communities.

We have pledged to support environmental stewardship across our business by setting new, science-based targets to further reduce greenhouse gas emissions, achieve net zero and ultimately become net positive. As we strengthen our globally certified diversity, equity & inclusion leadership, we are focused on achieving world class safety performance and continuing to promote human rights and animal welfare through our responsible sourcing program and natural ingredient supply chains. We have also expanded our mandate to help our customers achieve their own ESG goals by ensuring all new innovations are as sustainable as possible.

At IFF, our power is our people. Since our inception, we have worked hard to foster an environment where IFFers across the globe feel seen, heard and able to truly thrive in their professional careers. We are proud to be globally recognized for these efforts, having received Economic Dividend for Gender Equality (EDGE) certification in 21 countries, the largest number of countries ever certified by EDGE at one time, as well as other diversity, equity & inclusion certifications such as Diversity Inc., Human Rights Campaign, and proudly signing the U.N. Global LGBTI Standards of Conduct for Business and the U.N. Women’s Empowerment Principles. Our efforts cannot and will not stop there, and our organization will continue to focus on furthering this deeply important work.

As I get to know our incredibly talented team around the world, I am confident that IFF is well-positioned to redefine the possibilities for our industry while creating long-term value for all of our stakeholders. As CEO, I am committed to advancing IFF’s bold reinvention, as we challenge expectations and transform our ability to reach and partner with more customers around the world. Your ongoing partnership is key to our success. I am energized by the immense possibilities on our horizon and know that IFF has vision, people and opportunity to accelerate our impact for our customers, teams and communities as, together, we Do More Good.

Thank you.

 

 

Frank Clyburn

Chief Executive Officer and Director

Cautionary Statement Under The Private Securities Litigation Reform Act of 1995

This letter includes “forward-looking statements” under the Federal Private Securities Litigation Reform Act of 1995. These forward-looking statements are qualified in their entirety by cautionary statements and risk factor disclosures contained in the Company’s Securities and Exchange Commission (“SEC”) filings, including the Company’s Annual Report on Form 10-K filed with the SEC on February 28, 2022 and subsequent filings with the SEC. The Company wishes to caution readers that certain important factors may have affected and could in the future affect the Company’s actual results and could cause the Company’s actual results for subsequent periods to differ materially from those expressed in any forward-looking statements made by or on behalf of the Company. New risks emerge from time to time and it is not possible for management to predict all such risk factors or to assess the impact of such risks on the Company’s business. Accordingly, the Company undertakes no obligation to publicly revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Notice of 2022 Annual Meeting of Shareholders

 

Date and Time   May 4, 2022 10:00 a.m. Eastern Daylight Time   Place   Meeting live via the Internet. Please visit: www.virtualshareholdermeeting.com/IFF2022*   Items to be Voted On   1.   Elect 14 members of the Board of Directors for a one-year term expiring at the 2023 Annual Meeting of Shareholders.   2.     Ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the 2022 fiscal year.   3.     Approve, on an advisory basis, the compensation of our named executive officers in 2021.   4.     Transact such other business as may properly come before the 2022 Annual Meeting and any adjournment or postponement of the 2022 Annual Meeting.   Record Date   Only shareholders of record as of the close of business on March 8, 2022 may vote at the 2022 Annual Meeting.   Sincerely,           Frank Clyburn Chief Executive Officer and Director March 25, 2022						Virtual Meeting   You can attend our virtual 2022 Annual Meeting by visiting www.virtualshareholdermeeting.com/IFF2022. Be sure to have the 16 digit Control Number we have provided to you to join the meeting. Our 2022 Annual meeting will start at 10:00 a.m. Eastern Daylight Time.   Proxy Voting   It is important that your shares be represented at the 2022 Annual Meeting, regardless of the number of shares you may hold. Whether or not you plan to attend, please vote using the Internet, by telephone or by mail, in each case by following the instructions in our proxy statement.   Proxy Voting Methods       Telephone Internet Mail
						Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 4, 2022:   Our Notice, Proxy Statement and 2022 Annual Report are available at www.proxyvote.com.   TO FACILITATE THE TIMELY RECEIPT OF YOUR PROXY, WE ENCOURAGE YOU TO VOTE BY TELEPHONE OR INTERNET TODAY.   We are making the Proxy Statement and the form of proxy first available on or about March 25, 2022.
								521 W. 57th Street   New York, NY 10019

 

*

As part of our effort to maintain a safe and healthy environment at our 2022 Annual Meeting for our employees and shareholders 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 COVID-19, we will hold the 2022 Annual Meeting online at www.virtualshareholdermeeting.com/IFF2022, as permitted under New York State law. Note that the decision to proceed with a virtual-only meeting this year does not necessarily mean that we will utilize a virtual-only format or any means of remote communication for future annual meetings.

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 2022 Annual Report before you vote.

2021 Highlights

 

2021 Results
Net Sales		$11.7 B
Operating Profit		$585 M
Adjusted Operating EBITDA*		$2,425 M
Diluted EPS		$1.10
Adjusted Diluted EPS*		$3.28
Adjusted Diluted EPS ex Amortization*		$5.63

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

Our Corporate Governance Policies Reflect Best Practices

 

Ø    All Directors other than our CEO are Independent		Ø    Majority Voting and Director Resignation Policy in Uncontested Elections   Ø    Executives and Directors are Subject to Rigorous Stock Retention Guidelines   Ø    No Limitation on Shareholder Litigation Rights   Ø    Proxy Access By-Law Provisions   Ø    Prohibition on Short Sales and Hedging of our Stock by our Employees, Officers and Directors   Ø    No Exclusive Forum or Fee-Shifting Provisions   Ø    Extensive Executive Clawback Policy   Ø    Long Standing Commitment to Sustainability
Ø    Strong Pay for Performance Practice
Ø    Diverse Board Brings Balance of Skills, Professional Experience and Perspectives
Ø    Annual Election of Directors
Ø    Non-Executive Chair of the Board Leads Board’s Independent Oversight
Ø    No Guaranteed Pay Increases or Equity Awards for NEOs
Ø    Annual Board and Committee Assessments
Ø    Formal Board and Executive Succession Planning
Ø    No Shareholder Rights Plan (“Poison Pill”)

Proposals and Board Recommendations

 

Proposal 1   Election of 14 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.
						See “Proposal 1 — Election of Directors” beginning on page 1 of this Proxy Statement.

 

IFF  |  2022 PROXY STATEMENT  i

PROXY STATEMENT SUMMARY

 

Director Nominees

 

Committee Membership

Name and Primary  Occupation

Joined

Age

Indep.

Audit

Comp.

Nom.& Gov.

Inn. & Sus.

Kathryn J. Boor Dean of the Graduate School and Vice Provost for Graduate Education, Cornell University

2021

63

●

Edward D. Breen CEO, DuPont de Nemours, Inc.

2021

66

●

●

Barry A. Bruno Executive Vice President and Chief Marketing Officer of Church & Dwight Co., Inc.

2022

50

●

●

Frank Clyburn Chief Executive Officer, IFF

2022

57

●

Carol Anthony Davidson Former Senior Vice President, Controller & CAO of Tyco International Ltd.

2021

66

●

Michael L. Ducker Former President and CEO, FedEx Freight

2014

68

●

●

●

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

2010

70

●

●

John F. Ferraro Former Global COO, Ernst & Young

2015

66

●

Christina Gold Former CEO, The Western Union Company

2013

74

●

●

Ilene Gordon Former Chair, President & CEO of Ingredion Incorporated

2021

68

●

●

Matthias J. Heinzel CEO, Life Science division of Merck KGaA, Darmstadt, Germany

2021

55

●

●

Dale F. Morrison Non-executive Chair and Founding Partner of Twin Ridge Capital Management

2011

73

●

●

Kåre Schultz President and CEO, Teva Pharmaceutical Industries Ltd.

2021

60

●

●

Stephen Williamson Senior Vice President and CFO, Thermo Fisher Scientific

2017

55

●

Committee Chair         Financial Expert

 

ii  IFF  |  2022 PROXY STATEMENT

PROXY STATEMENT SUMMARY

 

Skills and Qualifications

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

 

 

Proposal 2   Ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting  firm for the 2022 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 2022 fiscal year.
				See “Proposal 2 — Ratification of Independent Registered Public Accounting Firm” beginning on page 42 of this Proxy Statement.

 

Proposal 3   Approve, on an advisory basis, the compensation of our named executive officers in 2021				The Board recommends a vote FOR this proposal   Our Board recommends a vote “FOR” the advisory vote to approve executive compensation for the 2021 performance year.
				See “Proposal 3 — Advisory Vote on Executive Compensation” on page 71 of this Proxy Statement and “Compensation Discussion and Analysis” beginning on page 46 of this Proxy Statement.

 

IFF  |  2022 PROXY STATEMENT  iii

PROXY STATEMENT SUMMARY

 

Compensation Governance

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

 

What We Do				Significant portion of NEO compensation in the form of at-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 tax gross-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/SSAR repricing or exchange of underwater options or SSARs for cash without shareholder approval

 

iv  IFF  |  2022 PROXY STATEMENT

PROXY STATEMENT SUMMARY

 

TABLE OF CONTENTS

 

 

IFF  |  2022 PROXY STATEMENT  v

Our Current Board

Our Board of Directors (“Board”) currently has fourteen members. Upon the recommendation of the Nominating and Governance Committee, our Board has nominated the current directors for election at the 2022 Annual Meeting, each for a one-year term that expires at the 2023 Annual Meeting:

 

Dale F. Morrison (Chair)
Kathryn J. Boor		John F. Ferraro
Edward D. Breen		Christina Gold
Barry. A Bruno		Ilene Gordon
Frank Clyburn		Matthias Heinzel
Carol Anthony Davidson		Kåre Schultz
Michael L. Ducker		Stephen Williamson
Roger W. Ferguson, Jr.

Each director will serve until the next annual meeting of shareholders and until a successor is elected and qualified, or until his or her earlier resignation, removal, or death. If any of our Board’s nominees for director becomes unavailable to serve before the 2022 Annual Meeting, our Board may decrease the number of directors to be elected or designate a substitute nominee for that vacancy.

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 15 directors. To ensure independence and to provide the breadth of needed expertise and diversity of our Board, the Board periodically reviews its size and makes appropriate adjustments pursuant to our By-Laws. In addition, our Nominating and Governance Committee, together with the other Board members, from time to time, as appropriate, identify 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, gender, race, ethnicity, national origin 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”).

 

IFF  |  2022 PROXY STATEMENT  1

 PROPOSAL 1 — ELECTION OF DIRECTORS 

 

 

 

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 may also engage a search firm to assist it in identifying potential candidates. Members of the Nominating and Governance Committee and other Board members, as appropriate, interview selected director candidates, evaluate the director candidates and determine which candidates are to be recommended by the Nominating and Governance Committee to the Board. Our Nominating and Governance Committee evaluates the suitability of potential candidates recommended 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.

 

Current or Prior CEO

Operations / Manufacturing

Consumer Products

Innovation / R&D

M&A / Integrations

Human Capital & Sustainability

Finance/ Accounting

ERM / Risk Management

International / Emerging Markets

Other Public Board Experience

Kathryn Boor

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Edward Breen

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Barry A. Bruno

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Frank Clyburn

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Carol A. Davidson

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Mike Ducker

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Roger Ferguson

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John Ferraro

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Christina Gold

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Ilene Gordon

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Matthias Heinzel

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Dale Morrison

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Kåre Schultz

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Stephen Williamson

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Board Transitions

Effective February 14, 2022, the Company appointed Mr. Frank Clyburn as Chief Executive Officer (“CEO”) and as a member of the Board of Directors. Mr. Clyburn joined the Company from Merck & Co., Inc. (“Merck”), where he served as Executive Vice President and Division President of Human Health.

 

2  IFF  |  2022 PROXY STATEMENT

 PROPOSAL 1 — ELECTION OF DIRECTORS 

 

 

 

As planned, upon Mr. Clyburn’s succession as CEO, Mr. Fibig resigned as CEO and as director and Chair of the Board. In addition, the Board appointed Mr. Dale F. Morrison to serve as the non-executive Chair of the Board. With a non-executive Chair, the Board determined it no longer needed an independent Lead Director and Mr. Edward D. Breen resigned from such position but remains a director.

On February 8, 2022, the Company entered into a Cooperation Agreement (the “Cooperation Agreement”) with Mr. Carl C. Icahn and the persons and entities listed therein (collectively, the “Icahn Group”), pursuant to which the Company agreed to (i) increase the size of the Board to fourteen directors and (ii) appoint Mr. Barry A. Bruno to the Board to fill the resulting vacancy. In addition, the Company agreed to include Mr. Bruno as part of the Company’s slate of nominees for election to the Board at the 2022 Annual Meeting.

In connection with his appointment to the Board, the Board determined that Mr. Bruno qualifies as an independent director under the listing rules of New York Stock Exchange. Under the terms of the Cooperation Agreement, the Icahn Group agreed that it will not enter into any agreement with, or compensate, Mr. Bruno with respect to his role or service as a director of the Company. In addition, the Icahn Group confirmed that Mr. Bruno is not associated with the Icahn Group.

In addition, under the terms of the Cooperation Agreement, in the event Mr. Bruno resigns or for any reason fails to serve or is not serving as a director (subject to exceptions set forth in the Cooperation Agreement, including as a result of such director not being nominated by the Company to stand for election at an annual meeting of stockholders subsequent to the 2022 Annual Meeting, following which the Icahn Group’s replacement rights shall terminate), then a new independent director that is mutually acceptable to the Board and the Icahn Group shall be added to the Board or as a nominee on the slate of nominees for election to the Board at the 2022 Annual Meeting, as applicable.

So long as Mr. Bruno is a member of the Board, any Board consideration of appointment and employment of the Company’s chief executive officer and chief financial officer, mergers, acquisitions of material assets, dispositions of material assets, or similar extraordinary transactions, and voting with respect thereto, will take place only at the full Board level or in committees at which Mr. Bruno is a member.

The Cooperation Agreement also includes other customary voting, standstill and non-disparagement provisions. The Cooperation Agreement, including the standstill restrictions on the Icahn Group, will terminate upon the earlier of (x) 35 calendar days before the advance notice deadline set forth in the bylaws of the Company for the Company’s 2023 annual meeting of stockholders and (y) the day that is the seventh calendar day after the Icahn Group gives written notice to the Company (which notice shall not be given before May 31, 2022) of the Icahn Group’s election to terminate the Cooperation Agreement.

Diversity and Tenure

Diversity is one of the factors that the Nominating and Governance Committee considers in identifying and selecting director nominees. The Board recognizes the value of diversity and strives to assemble a Board with diverse skills, professional experience, global, geographic and other perspectives, age, race, ethnicity, gender, gender identity, sexual orientation or identity, national origin and cultural background, to include in the pool from which nominees for the Board are selected.

In connection with the N&B Transaction, completed in February 2021, we refreshed our Board by appointing six new members and increasing the size of the Board from eleven to thirteen members. As a result and with the addition of Mr. Bruno, more than half of our directors currently have a tenure of less than 3 years and our average director tenure is 4.1 years.

 

IFF  |  2022 PROXY STATEMENT  3

 PROPOSAL 1 — ELECTION OF DIRECTORS 

 

 

 

We Strive for a Balanced and Diverse Board

 

 

*	Tenure and age are as of March 25, 2022

Shareholder Nominations and Proxy Access

Under our By-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 access by-law, the shareholder must deliver or mail notice of the request to the Company’s Corporate Secretary, in writing, so that it is received not less than 90 days nor more than 120 days prior to the anniversary date of the prior year’s annual meeting of shareholders. However, if the annual meeting is not within 30 days of the anniversary date of the prior year’s annual meeting, such notice must be received by the Corporate Secretary no later than 10 days following the mailing of notice of the annual meeting or public disclosure of the annual meeting date, whichever occurs first. The notice must be accompanied by the information concerning the director candidate and nominating shareholder described in Article I, Section 3 and Section 4 of our By-Laws. The Nominating and Governance Committee may also request any additional background or other information from any director candidate or recommending shareholder as it may deem appropriate. Our proxy access by-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 three years, to nominate and include in our proxy materials for an annual meeting, director candidates constituting up to 20% of our Board.

 

4  IFF  |  2022 PROXY STATEMENT

 PROPOSAL 1 — ELECTION OF DIRECTORS 

 

 

 

Continued Service

The Nominating and Governance Committee annually reviews each Board member’s suitability for continued service as a member of our Board and recommends to the Board whether such member should be re-nominated. In addition, each director is required to promptly tender his or her resignation for consideration 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 another for-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. In addition, if a Director is an active chief executive officer of another public company, such Director shall not serve on the board of more than two public companies (including IFF), other than the company of which he or she is the chief executive officer.

 

√   YOUR BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES

 

IFF  |  2022 PROXY STATEMENT  5

 PROPOSAL 1 — ELECTION OF DIRECTORS 

 

 

 

Nominees for Director

Kathryn J. Boor

 

Director Since: 2021     Committees: •  Innovation and Sustainability (Chair)     Age: 63

Business Experience   Dr. Boor is the Dean of the Graduate School and Vice Provost for Graduate Education at Cornell University. Prior to appointment to her current role on October 1, 2020, Dr. Boor served as the Ronald P. Lynch Dean of the College of Agriculture and Life Sciences at Cornell University since 2010. Dr. Boor earned a B.S. in Food Science from Cornell University, an M.S. in Food Science from the University of Wisconsin and a Ph.D. in Microbiology from the University of California, Davis.

Public Board Memberships   •  Seneca Foods Corporation, a food processing company   Additional Accomplishments and Memberships   •  Director, Foundation for Food and Agriculture Research •  Director, US-Israel Binational Agricultural Research and Development Fund   Qualifications   Dr. Boor brings to the Board extensive knowledge of food and beverage science, including expertise in food safety and quality. Until assuming her current role in October 2020, Dr. Boor was responsible for developing and implementing the strategic direction of Cornell’s College of Agriculture and Life Science and made important contributions in food and beverage research.

 

6  IFF  |  2022 PROXY STATEMENT

 PROPOSAL 1 — ELECTION OF DIRECTORS 

 

 

 

Edward D. Breen

 

Director Since: 2021     Committees: •  Innovation and Sustainability     Age: 66

Business Experience   Mr. Breen is the Executive Chairman and Chief Executive Officer of DuPont de Nemours, Inc. Before becoming CEO, he was Executive Chairman of DuPont and previously served as CEO of DowDuPont and DuPont since 2015. Mr. Breen was the Chief Executive Officer of Tyco International Ltd. from July 2002 until September 2012, was the Chairman of its Board until March 2016 and was one of its directors until September 2016. Prior to joining Tyco International, Mr. Breen was President and Chief Operating Officer of Motorola from January 2002 to July 2002; Executive Vice President and President of Motorola’s Networks Sector from January 2001 to January 2002; Executive Vice President and President of Motorola’s Broadband Communications Sector from January 2000 to January 2001; Chairman, President and Chief Executive Officer of General Instrument Corporation from December 1997 to January 2000; and, prior to December 1997, President of General Instrument’s Broadband Networks Group.

Public Board Memberships   •  Comcast Corporation, a media and technology company •  DuPont de Nemours, Inc., a multi-industry specialty solutions company   Additional Accomplishments and Memberships   •  Trustee, Grove City College •  Trustee, Lebanon Valley College •  Trustee, The Hun School of Princeton   Qualifications   Mr. Breen brings to the Board extensive global management experience, including leading the strategic direction and execution of DuPont and its transformative separation from DowDuPont.

 

IFF  |  2022 PROXY STATEMENT  7

 PROPOSAL 1 — ELECTION OF DIRECTORS 

 

 

 

Barry A. Bruno

 

Director Since: 2022     Committees: •  Audit     Age: 50

Business Experience   Since October 1, 2021 Mr. Bruno has served as Chief Marketing Officer and Executive Vice President of Church & Dwight Co., Inc. where he is responsible for their U.S. business. Prior to assuming this role, Mr. Bruno served as Executive Vice President and President, International with responsibility for Church & Dwight’s international business. Prior to joining Church & , Mr. Bruno spent 14 years at Johnson & Johnson where he held roles of increasing responsibility in their U.S. and international Consumer Products, Pharmaceutical and Medical Device business units. Mr. Bruno received his Bachelor of Arts Degree in Economics from the College of The Holy Cross in Worcester, MA, a Master of Business Administration degree from Wake Forest University in Winston-Salem, NC and has participated in post-MBA executive education at Harvard Business School in Cambridge, Massachusetts.

Qualifications   Mr. Bruno has more than 20 years of experience in the Consumer Packaged Goods industry in which he has been responsible for Marketing, Sales and New Product Development. In that capacity he has been a customer of IFF and many of its main competitors. His skin care, oral care and beauty care experience are especially relevant. Likewise, he has spent considerable time driving international expansion with a particular focus on emerging markets including opening new offices in China, the Middle East, Southeast Asia and Latin America. Finally, Mr. Bruno has extensive experience in acquisition evaluation/due diligence and business integration.

 

8  IFF  |  2022 PROXY STATEMENT

 PROPOSAL 1 — ELECTION OF DIRECTORS 

 

 

 

Frank Clyburn

 

Director Since: 2022     Committees: •  Innovation and Sustainability     Age: 57

Business Experience   Mr. Clyburn is the Chief Executive Officer of IFF. Prior to joining IFF, he was Executive Vice President and Division President of Human Health at Merck & Co., Inc. from 2021 to 2022. After joining Merck in 2008, Mr. Clyburn held several leadership positions including Senior Vice President, Merck Bioventures, Merck Research Laboratories from 2008 to 2009, Senior Vice President, Global Franchise and Market Access, Merck Bioventures, Merck Research Laboratories from 2009 to 2011, President, Primary Care and Women’s Health Business Line from 2011to 2013, President Global Oncology Business Unit from 2013 to 2018, and Executive Vice President and Chief Commercial Officer from 2019 to 2021. While at Merck, he was selected to live in Shanghai, China and Lucerne, Switzerland while leading their global pharmaceutical franchises. Prior to his time at Merck, Mr. Clyburn served as Vice President & Head of U.S. Internal Medicine and Oncology Business at Sanofi and held various senior management positions of increasing responsibility from 1994 to 2008. In addition, Mr. Clyburn held various sales positions at Marion Laboratories from 1987 to 1994.

Public Board Memberships   •  DuPont de Nemours, Inc., a multi-industry specialty solutions company, from June 2019 to January 2022   Additional Accomplishments and Memberships   •  Thomas Edison University from 2013 to 2019   Qualifications   Mr. Clyburn has an in-depth understanding of R&D, extensive integration and M&A experience and a unique ability to connect with customers and all stakeholders. He has built his career around impactful execution and while at Merck, built one of the leading oncology businesses in the world and the largest business within Merck. Mr. Clyburn brings extensive experience leading complex global businesses and executing with exceptional operating discipline.

 

IFF  |  2022 PROXY STATEMENT  9

 PROPOSAL 1 — ELECTION OF DIRECTORS 

 

 

 

Carol Anthony (John) Davidson

 

Director Since: 2021     Committees: •  Audit     Age: 66

Business Experience   Mr. Davidson served as Senior Vice President, Controller and Chief Accounting Officer of Tyco International from January 2004 to September 2012. In that role, he led financial reporting, internal controls and accounting policies and processes. Mr. Davidson was a member of Tyco’s senior leadership team that established financial integrity, operational excellence and strong ethical practices across Tyco’s global operations. Prior to Tyco, Mr. Davidson was Vice President of audit, risk and compliance for Dell Computer Corporation where he served in several executive roles, including Chief Compliance Officer, Vice President and Corporate Controller and Vice President of Internal Audit. Earlier in his career, he spent 16 years with Eastman Kodak Company where he led the internal audit function and previously served in various accounting and financial leadership roles. Mr. Davidson began his career in public accounting at Arthur Andersen & Co.

Public Board Memberships   •  TE Connectivity, a consumer electronics company •  FMC Corporation, an agricultural sciences company   Additional Accomplishments and Memberships   •  Trustee of University of Rochester •  Former Member of the Board of Governors of the Financial Industry Regulatory Authority •  Former Trustee of the Financial Accounting Foundation •  Inducted into the Financial Executives International Hall of Fame in 2016   Qualifications   Mr. Davidson brings to the Board years of experience overseeing financial reporting, internal controls and developing accounting policies for public companies. He is a Certified Public Accountant, with extensive leadership experience across multiple industries.

 

10  IFF  |  2022 PROXY STATEMENT

 PROPOSAL 1 — ELECTION OF DIRECTORS 

 

 

 

Michael L. Ducker

 

Director Since: 2014     Committees: •  Human Capital and Compensation •  Innovation and Sustainability     Age: 68

Business Experience   Mr. Ducker served as President and Chief Executive Officer of FedEx Freight from January 2015 to 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 •  U.S. Xpress Enterprises, Inc., a transportation company operating in the truckload space   Additional Accomplishments and Memberships   •  Executive Committee and Leadership Council 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  |  2022 PROXY STATEMENT  11

 PROPOSAL 1 — ELECTION OF DIRECTORS 

 

 

 

Roger W. Ferguson, Jr.

 

Director Since: 2010     Committees: •  Human Capital and Compensation (Chair) •  Nominating and Governance     Age: 70

Business Experience   Mr. Ferguson has served as the President and Chief Executive Officer of TIAA (formerly TIAA-CREF) between 2008 and 2021. 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. Mr. Ferguson became the Steven A. Tananbaum Distinguished Fellow at the Council on Foreign Relations during 2021.

Public Board Memberships   •  Blend Labs, a fintech company that simplifies the process of getting a loan or opening a deposit account •  Alphabet Inc., the parent holding company of Google Inc. •  Corning Incorporated, a leading innovator in materials science   Additional Accomplishments and Memberships   •  Board member of a number of charitable and non-governmental organizations, including the Institute for Advanced Study, Memorial Sloan Kettering Cancer Center, Smithsonian Institution, the Aspen Institute and the Teacher’s College of Columbia University •  Board member, Klarna Bank AB •  Board member, Notarize, Inc. •  Board member, VitaKey Inc. •  Trustee, The Conference Board •  Member, Economic Club of New York •  Member, Council on Foreign Relations •  Member, Group of Thirty •  Fellow of the American Academy of Arts and Sciences, and Co-Chair of the Academy’s Commission on the Future of Undergraduate Education •  Fellow, American Philosophical Society •  Previous Chairman and Executive Committee Member, 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.

 

12  IFF  |  2022 PROXY STATEMENT

 PROPOSAL 1 — ELECTION OF DIRECTORS 

 

 

 

John F. Ferraro

 

Director Since: 2015     Committees: •  Audit (Chair)     Age: 66

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. Also, 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.

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 •  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   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.

 

IFF  |  2022 PROXY STATEMENT  13

 PROPOSAL 1 — ELECTION OF DIRECTORS 

 

 

 

Christina Gold

 

Director Since: 2013     Committees: • Human Capital and Compensation • Nominating and Governance (Chair)     Age: 74

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   •  Korn/Ferry International, a leadership and talent management organization •  ITT Corporation, a manufacturer of highly engineered components and technology solutions for industrial markets, from 1997 to May 2020 •  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, from 2001 to April 2020 •  Board of Safe Water Network, a non-profit organization working to develop locally owned, sustainable solutions to provide safe drinking water •  Board of Governors of Carleton University in Ottawa, Canada, from 2015 to 2021   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.

 

14  IFF  |  2022 PROXY STATEMENT

 PROPOSAL 1 — ELECTION OF DIRECTORS 

 

 

 

Ilene Gordon

 

Director Since: 2021     Committees: • Human Capital and Compensation     Age: 68

Business Experience   Ms. Gordon is the retired Chair, President and Chief Executive Officer of Ingredion Incorporated. Ms. Gordon served as Executive Chairman of the Board of Ingredion Incorporated from January 2018 to July 2018, and Chairman of the Board, President and Chief Executive Officer from May 2009 to December 2017. Ms. Gordon was President and Chief Executive Officer of Rio Tinto’s Alcan Packaging, a multinational business unit engaged in the production of flexible and specialty packaging, from 2007 to 2009 and held various senior management positions of increasing responsibility at its affiliate and predecessor companies from 1999 to 2007.

Public Board Memberships   •  International Paper, a paper and packaging company •  Lockheed Martin, a global security and aerospace company   Additional Accomplishments and Memberships   •  Member, MIT Sloan Executive Board Americas •  Former Chairman, The Economic Club of Chicago   Qualifications   Ms. Gordon brings to the Board extensive knowledge of the development and implementation of growth strategies from her experience as chief executive officer at a leading global producer of nature-based ingredient solutions for global food, beverage, brewing and industrial customers.

 

IFF  |  2022 PROXY STATEMENT  15

 PROPOSAL 1 — ELECTION OF DIRECTORS 

 

 

 

Matthias Heinzel

 

Director Since: 2021     Committees: • Innovation and Sustainability     Age: 55

Business Experience   Dr. Heinzel is Executive Board member and CEO of the Life Science division of Merck KGaA, Darmstadt, Germany, from April 2019 to February 2021. From 2003 to March 2019, Dr. Heinzel held several leadership roles at DuPont, including as President, Nutrition & Health for the Specialty Products Division, President, Nutrition & Health, and Global Business Director for the Enablers Division. He worked in Germany, the United States and Denmark. Earlier in his career, Dr. Heinzel was a Senior Management Consultant with McKinsey where he served international clients in the technology, telecommunications and process industry. He then held several leadership roles in marketing, strategy and business development in the telecommunications industry.

Additional Accomplishments and Memberships   •  President, DuPont Nutrition & Biosciences, from April 2019 to February 2021 •  President, DuPont Nutrition & Health, from 2015 to 2019   Qualifications   Dr. Heinzel brings to the Board deep industry experience from having overseen the strategic direction and operations of DuPont N&B. He has worked closely with IFF throughout the integration planning stage.

 

16  IFF  |  2022 PROXY STATEMENT

 PROPOSAL 1 — ELECTION OF DIRECTORS 

 

 

 

Dale F. Morrison

 

Director Since: 2011     Committees: • Nominating and Governance     Non-Executive Chair of the Board     Age: 73

Business Experience   Mr. Morrison is non-Executive Chairman of the Board and a founding partner of Twin Ridge Capital Management, a private equity firm. Prior to Twin Ridge, he founded TriPointe 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   •  Twin Ridge Capital Acquisition, a special purpose acquisition company •  InterContinental Hotels Group, an international hotel company, from 2011 to 2021 •  Trane Inc., a manufacturer of heating, ventilating and air conditioning systems, 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   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.

 

IFF  |  2022 PROXY STATEMENT  17

 PROPOSAL 1 — ELECTION OF DIRECTORS 

 

 

 

Kåre Schultz

 

Director Since: 2021     Committees: • Nominating and Governance     Age: 60

Business Experience   Mr. Schultz has served as President and CEO of Teva Pharmaceutical Industries Ltd. and as a member of its Board of Directors since November 1, 2017. From May 2015 to October 2017, Mr. Schultz served as President and Chief Executive Officer of H. Lundbeck A/S. Prior to that, Mr. Schultz worked for nearly three decades at Novo Nordisk, where he served in a number of leadership roles, including Chief Operating Officer, Vice President of Product Supply and Director of Product Planning and Customer Services in the Diabetes Care Division. Mr. Schultz has also held positions at McKinsey and Anderson Consulting. Mr. Schultz received a master’s degree in economics from the University of Copenhagen.

Public Board Memberships   •  Teva Pharmaceutical Industries Ltd., a pharmaceutical company •  The LEGO® Group, a toy production company, from 2007 to 2020 •  Royal Unibrew A/S, a brewing and beverage company, from 2010 to 2017   Additional Accomplishments and Memberships   •  Former Director, Bitten & Mads Clausen’s Foundation, the holding vehicle for Danfoss A/S, in 2017 •  Knight of the Dannebrog Order   Qualifications   Mr. Schultz is a seasoned executive with global executive leadership experience in the healthcare industry and brings to the Board his experience overseeing financial and growth initiatives in markets worldwide.

 

18  IFF  |  2022 PROXY STATEMENT

 PROPOSAL 1 — ELECTION OF DIRECTORS 

 

 

 

Stephen Williamson

 

		Director Since: 2017     Committees: • Audit     Age: 55		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 global business services 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.

 

IFF  |  2022 PROXY STATEMENT  19

Corporate Governance

Code of Conduct

We have adopted a Code of Conduct 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 on our website at https://ir.iff.com/governance.

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, acquisition-related activities, share price development, capital allocation policies and 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 2021, we interacted with our largest active shareholders, representing more than two-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.

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;

 

•

non-executive Chair appointment and duties;

 

•

board and committee structure and meetings;

 

•

management succession; and

 

•

the CEO evaluation and succession process.

In 2021, the Board revised its Corporate Governance Guidelines to, among other things:

 

•

underscore that the Board recognizes the value of diversity and that, in conjunction with any search firms engaged by the Company, it will continue to strive to assemble a Board with diverse skills, professional experience, global, geographic and other perspectives, age, race, ethnicity, gender, gender identity, sexual orientation or identity, national origin and cultural background;

 

•

outline the process for the selection of the Chair of the Board, who shall be an independent member of the Board and will be appointed by the Board after consideration and recommendation of the Nominating and Corporate Governance Committee, taking into account characteristics including diplomacy, sound judgment, the ability to work collaboratively, among others;

 

•

provide responsibilities of the Chair including, among other things, presiding at all meetings of the Board and of shareholders, serving as the liaison between the CEO, Committee Chairs and other directors, coordinating periodic Board input and review of management’s strategic plan for the Company and leading the Board’s review of the succession plan for the CEO; and

 

20  IFF  |  2022 PROXY STATEMENT

 CORPORATE GOVERNANCE 

 

 

 

•

provide that a Director shall not serve on the board of more than four public companies (including IFF).

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.

Environmental, Social and Governance Initiatives

Since the N&B Transaction, we have been working to integrate all aspects of environmental, social and governance (ESG) topics into a combined program. As a part of our integration with N&B, we have developed an ESG roadmap, the 2030 ‘Do More Good Plan’ (“the Plan”), which aligns with IFF’s purpose of applying science and creativity for a better world. The Plan includes four key focus areas:

Environmental

Supporting environmental stewardship across our operations, including commitments to climate action, zero waste to landfill, water stewardship solutions and an acceleration of our responsible sourcing practices by promoting regenerative ecosystems and achieving zero deforestation for strategic raw material supply chains.

Social

Advancing our commitment to people and communities by strengthening diversity, equity & inclusion within our workforce, while continuously improving our safety program by striving for an injury-free workplace, and achieving world class safety performance. Within our responsible sourcing program, the Company will continue to promote human rights and animal welfare, while supporting farmers’ livelihoods and ensuring prosperous and equitable value chains.

As part of our continued commitment to transparency and progress in our inclusion and diversity commitments and based on feedback from internal and external stakeholders, in 2021, we published our U.S. demographic representation data, or EEO-1 data, along the same categories under which we report to the EEOC. This year, we also published our latest U.S. Consolidated EEO-1 Report that we submitted to the EEOC. This EEO-1 information is available on the Company’s website at https://www.iff.com. Please note that information on or accessible through this website is not part of, or incorporated by reference into, this proxy statement. To provide even greater insight into our representation, we further enhanced our disclosures by including representation data by IFF job category over a three-year period in our annual sustainability report.

Governance

Continuing our commitment to good governance which starts with our Board and Executive Committee and is supported by a strong governance framework, including having a robust program to ensure compliance with our Codes of Conduct and adherence to the highest standards of ethics, integrity, honesty and respect in our dealings internally and with our business partners. To enhance accountability in line with evolving stakeholder expectations, the Company plans to launch ESG metrics tied to executive compensation, while expanding oversight for ESG at the Board of Directors level. IFF remains on track to increase our transparency in disclosures and key performance indicators.

Sustainable Solutions

Focusing on the sustainability value proposition and growth for all new innovations as we assist customers in achieving their own ESG goals by delivering an expanded suite of sustainable solutions for the market. In 2021, our Company continued to achieve notable recognitions in these areas. We were

 

IFF  |  2022 PROXY STATEMENT  21

 CORPORATE GOVERNANCE 

 

 

 

named to the Dow Jones Sustainability Indices for the second consecutive year, a family of best-in-class benchmarks for investors who recognize that sustainable business practices are critical to generating long-term shareholder value. Once again named to both the 2021 World Index and the North America Index, this distinction validates IFF’s leadership position in sustainability performance and underscores our commitment to executing on key ESG priorities. IFF was also recognized by the Human Rights Campaign as a 2021 Best Place to Work for LBGTQ Equality and named among the 2021 Best Places to Work for Disability Inclusion by Disability:IN, for the third and second consecutive years, respectively. For the first time in 2021, we were also recognized by CDP as a triple A list company for corporate transparency and action on climate change, water stewardship and deforestation. IFF continues to be named one of Barron’s 100 Most Sustainable Companies and listed in the FTSE4Good Index series as well as in the Euronext Vigeo World 120 Index for ESG performance.

We describe our environmental, social and governance programs and performance in more detail in our annual sustainability report, which is posted on our website for investors, customers and suppliers. More information on our governance initiatives and Board oversight of environmental, social and governance matters can also be found throughout this proxy statement.

Independence of Directors

The Board undertakes an annual review of director independence, which includes a review of each director’s relationships with the Company. This review is designed to identify and evaluate, among other things, 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. Clyburn, our CEO) meets our independence requirements and those of the NYSE’s corporate governance listing standards. In the ordinary course of business, transactions may occur between the Company and entities with which some of our directors or their family members are or have been affiliated. In connection with its evaluation of director independence, our Board reviewed such transactions, and it has determined that these transactions do not impair the independence of the respective director.

Board Leadership Structure

In connection with the appointment of Mr. Clyburn as CEO and director, the Board determined to appoint Mr. Morrison as Non-Executive Chair. With Mr. Morrison serving as Non-Executive Chair, there was no need for a Lead Director and Mr. Breen resigned that position, but remained a director.

 

22  IFF  |  2022 PROXY STATEMENT

 CORPORATE GOVERNANCE 

 

 

 

The Board has determined to separate the role of Chair and CEO and to have the Chair serve in a presiding capacity, coordinate the activities of the Board and perform the duties provided in the Governance Guidelines (as described below).

 

Duties of Non-Executive Chair

Ø    presiding at all meetings of the Board, including executive sessions of the Independent Directors, and providing prompt feedback regarding those meetings to the CEO

Ø    presiding at all meetings of shareholders

Ø    providing suggestions for Board meeting agendas, with the involvement of the CEO and input from other Directors

Ø    serving as the liaison between the CEO, Committee Chairs and the other Directors

Ø    monitoring significant issues, together with the CEO, occurring between Board meetings and assuring Board involvement when appropriate

Ø    ensuring, in consultation with the CEO, the adequate and timely exchange of information and supporting data between the Company’s management and the Board

Ø    coordinating periodic Board input and review of management’s strategic plan for the Company

Ø    working with the Chair of each Committee of the Board during the annual review of Committee charters and the implementation and compliance with such Committee charters

Ø    leading the Board’s review of the succession plan for the CEO and other key senior executives

Ø    helping establish the annual schedule of the Board

Ø    helping set the tone for the highest standards of ethics and integrity

Board Committees

Our Board has an Audit Committee, a Human Capital and Compensation Committee, a Nominating and Governance Committee and an Innovation and Sustainability Committee, each of which operates under a written charter adopted by the Board. Each Committee reviews its charter annually and recommends charter changes to the Board as appropriate. Each of the Audit Committee, Human Capital and Compensation Committee, Nominating and Governance Committee and Innovation and Sustainability 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 as required. A current copy of each of the Audit Committee, Human Capital and Compensation Committee, Nominating and Governance Committee, and Innovation and Sustainability Committee charters is available through the Investor—Governance link on our website, www.iff.com.

 

IFF  |  2022 PROXY STATEMENT  23

 CORPORATE GOVERNANCE 

 

 

 

The table below provides the current membership and chair for each of our Committees.

 

Name		Audit		Human Capital and Compensation		Nominating and Governance		Innovation and   Sustainability
Kathyrn J. Boor
Edward D. Breen								●
Barry A. Bruno		●
Frank Clyburn								●
Carol Anthony Davidson		●
Michael L. Ducker				●				●
Roger W. Ferguson, Jr.						●
John F. Ferraro
Christina Gold				●
Ilene Gordon				●
Matthias Heinzel								●
Dale F. Morrison						●
Kåre Schultz						●
Stephen Williamson		●

 = Committee Chair

Board and Committee Meetings

Our Board held eight meetings during 2021. The Audit Committee held eight meetings, the Human Capital and Compensation Committee held eight meetings, the Nominating and Governance Committee held six meetings, and the Innovation and Sustainability Committee held four meetings during 2021. All incumbent directors attended at least 75% of the total Board and Committee meetings over periods in which he or she served during 2021. All of our 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 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. Our non-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.

 

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Audit Committee

 

Current Members:		Responsibilities
John F. Ferraro (Chair) Barry A. Bruno Carol Anthony (John) Davidson Stephen Williamson   Meetings in 2021:  8		The Audit Committee’s responsibilities include overseeing and reviewing:   •  the financial reporting process, materiality determinations, and the integrity of our financial statements, capital structure and related financial information;   •  our internal control environment, systems and performance, including cyber and data security;   •  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 any material litigation and claims;   •  the Board in overseeing and reviewing with management financial risks and corporate tax strategy;   •  the significant enterprise risks and steps taken by management to monitor and mitigate them;   •  updates on quality policies, practices, trends and audits;   •  the establishment, monitoring and review of procedures for the treatment of concerns regarding compliance with our Code of Conduct, accounting, internal accounting controls and auditing matters, including critical audit matters; and   •  all audit and non-audit services performed by our independent accountant.   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; and   •  is financially literate, knowledgeable and qualified to review financial statements.

 

IFF  |  2022 PROXY STATEMENT  25

 CORPORATE GOVERNANCE 

 

 

 

 

Human Capital and Compensation Committee

 

Current Members:		Responsibilities
Roger W. Ferguson, Jr. (Chair) Michael Ducker Christina Gold Ilene Gordon   Meetings in 2021:  8		The Human Capital and Compensation Committee’s responsibilities include:   •  recommending the compensation of the CEO for approval by the independent directors of the Board;   •  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 and ensuring that they provide appropriate performance incentives to management;   •  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 of non-employee directors;   •  conducting a risk assessment of our overall compensation policies and practices;   •  reviewing succession planning for executive officers (other than the CEO) and certain members of senior management;   •  reviewing and discussing with management key human capital management strategies and programs, including diversity and inclusion initiatives and related disclosure;   •  oversight of occupational health and safety standards; and   •  reviewing policies and plans for talent attraction, retention, learning and development.   Independence   The Board reviewed the background, experience and independence of the Human Capital and Compensation Committee members and, based on this review, the Board determined that each member of the Human Capital and Compensation Committee:   •  meets the independence requirements of the NYSE’s corporate governance listing standards; and   •  is a “non-employee” director within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

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		Role of Compensation Consultant.  The Human Capital and Compensation Committee has the authority to retain compensation consultants or advisors to assist it in fulfilling its responsibilities, including evaluating CEO, executive and non-employee director compensation, and in fulfilling its other responsibilities. In 2021, the Committee directly engaged Frederic 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, incentive plan designs and pay and performance alignment and other executive compensation practices and policies such as stock ownership guidelines. See also the discussion in our CD&A.
		Human Capital and Compensation Committee Interlocks and Insider Participation.  During the fiscal year ended December 31, 2021, Messrs. Ferguson, Ducker and Morrison, as well as Mmes. Gold and Gordon served as members of the Human Capital and Compensation Committee. None of these directors was, during 2021, an officer or employee of our Company, or was formerly an officer of our Company. There were no transactions in 2021 between us and any directors who served as Human Capital and Compensation Committee members for any part of 2021 that would require disclosure by us under SEC rules requiring disclosure of certain relationships and related party transactions. During 2021, none of our executive officers served as a director of another entity, one of whose executive officers served on our Human Capital and Compensation Committee, and none of our executive officers served as a member of the Human Capital and Compensation Committee of another entity, whose executive officers served as a member of our Board.

 

IFF  |  2022 PROXY STATEMENT  27

 CORPORATE GOVERNANCE 

 

 

 

 

Nominating and Governance Committee

 

Current Members:		Responsibilities
Christina Gold (Chair) Roger W. Ferguson, Jr. Dale F. Morrison Kåre Schultz   Meetings in 2021:  6		The Nominating and Governance Committee’s responsibilities include:   •  developing and reviewing criteria for the selection of directors, and making recommendations to the Board 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 who bring the background, knowledge, experience, skill set and expertise that would strengthen and increase the diversity of the Board;   •  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, and reviewing the size of the Board, and the number, responsibilities, membership and Chairs of the Board committees;   •  overseeing CEO succession planning;   •  developing and reviewing the Board and Board committee annual evaluation process;   •  overseeing the annual CEO evaluation process and 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;   •  overseeing policies and plans related to corporate citizenship and philanthropy; and   •  conducting a prior review and, if appropriate, approval of transactions with all related parties.   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.

 

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Innovation and Sustainability Committee

 

Current Members:		Responsibilities
Kathryn Boor (Chair) Edward Breen Frank Clyburn Michael Ducker Matthias Heinzel   Meetings in 2021:  4		The Innovation and Sustainability Committee’s responsibilities include:   •  reviewing, evaluating the quality, direction and competitiveness of the Company’s R&D and innovation programs, and R&D pipeline and advising the Board regarding the Company’s progress in achieving its long-term strategic R&D and innovation objectives, with a focus on product design and sustainable solutions;   •  overseeing the Company’s business development activities as they relate to the acquisition or development of new science and technology, providing input on new, innovative business development opportunities and evaluating the soundness and risks of technologies in which the Company is investing its innovation efforts;   •  assisting in identifying significant emerging science and technology issues, policies and trends that may impact the Company’s overall business strategy;   •  reviewing the Company’s policies, programs and practices on sustainability and corporate responsibility and assessing new opportunities that would support the Company’s sustainability and corporate responsibility goals, including those related to environmental stewardship, operational eco-efficiency, climate and water risk strategy, and risks associated with responsible sourcing;   •  reviewing and discussing with management the Company’s environmental performance including progress toward targets, programs, policies and disclosure related to climate change;   •  providing support to the management of the Company to ensure a quality Scientific Advisory Board is in place; and   •  reviewing the recruitment and retention of scientific talent.   The members of the Innovation and Sustainability Committee are not required to meet the independence requirements of the NYSE’s corporate governance listing standards.

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 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 of in-person director interviews during which the non-executive Chair of the Nominating & Governance Committee interviews each director to obtain his or her assessment of the effectiveness of the Board and its committees. The Chair of the Nominating & Governance Committee summarizes and reviews the results with the 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 CEO and other senior members of executive management. As part of this process, our

 

IFF  |  2022 PROXY STATEMENT  29

 CORPORATE GOVERNANCE 

 

 

 

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 Human Capital and Compensation Committee reviews, on an annual basis, potential successors for the Company’s executive officers and such other senior management employees as the Human Capital and 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. The Chair is responsible for leading the Board’s review of the succession plan for the CEO. Our Board is committed to being prepared for a planned or unplanned change in our leadership in order to ensure our stability.

On September 30, 2021, Mr. Fibig announced his intention to retire as Chairman and CEO after a 10-year tenure with the company and more than seven years as Chairman and CEO. Effective February 14, 2022, the Company appointed Mr.Clyburn as CEO and as a member of the Board of Directors.

Risk Management Oversight

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’s day-to-day business risks and its risk management process. We believe this division of responsibility is the most effective approach for addressing risk management.

Board and Committee Roles in Overseeing Risk

The Board exercises its risk oversight function both at the Board level and by delegating 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. Such risks include risks related to shareholder activism, cybersecurity breaches, raw material sourcing and availability, facilities and production quality, technology and innovation, revenue synergies, sustainability and integration/divestiture of business segments. The Board also receives updates on the Company’s risk from its committees. Each of the Audit, Nominating and Governance, Human Capital and Compensation, and Innovation and Sustainability Committee is responsible for the oversight of risks relevant to its function (as described above) and regularly reports to the Board. The Board believes that its risk oversight structure allows for open communication between the Board, its committees and management.

 

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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, human resources 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, including reports focused on compliance, human capital, cyber security and sustainability risks.

Compensation Risks

In the fourth quarter of 2021, the Human Capital and 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 from our Chief Human Resources and Diversity and Inclusion Officer, the Human Capital and Compensation Committee reviewed compensation programs and policies below the executive level in a Company-wide risk assessment. The Human Capital and Compensation Committee shared the results of this review with our full Board.

The Human Capital and 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 2021, 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.

 

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 CORPORATE GOVERNANCE 

 

 

 

Human Capital Management

Our business is built on our talented employees. At December 31, 2021, we had approximately 24,000 employees worldwide, of whom approximately 5,300 are employed in the United States.

Culture and Values

Our culture is based on our five corporate values of empowerment, expertise, innovation, integrity and responsibility, and the expression of these values can be seen and felt throughout our history. Our employees appreciate that they contribute to products that touch and enhance the lives of millions of people around the world. In 2021, we implemented an employee engagement initiative through our cultural ambassador program to build a common identity and shared purpose, drive positive organizational change, and strengthen engagement and motivation. Cultural ambassadors were nominated by each site and led programs and sessions on promotion of the IFF values and recognition of individuals who exemplified such values. To date, approximately half of the IFF employees world-wide have attended such sessions.

Leadership and Development

Our leadership development efforts empower employees to become forward-looking, inspiring and capable decision-makers, agents of change and great leaders. To cultivate our employees’ talent and build sustainable long-lasting careers at IFF, we provide tools that enable our employees to envision their career journeys in the form of articulated career “ladders” and “frameworks”. We offer corresponding development opportunities to include specialized courses for employees globally by partnering with leading institutions and universities to help provide the latest training and development offerings at all levels. We also offer to our employees an extensive library of on-demand courses and materials on leadership, management and professional skills development. Those learning resources are integrated into our human capital platform, allowing managers and employees to establish digitalized learning plans that are ultimately captured as a part of their employee profile. Further, those offerings complement our talent acquisition strategy and organized and personalized feedback process, which is supported by industry-leading assessment tools.

Diversity, Equity, & Inclusion (DE&I)

Our DE&I vision: “Your Uniqueness Unleashes Our Potential.” sets the tone for our colleagues to be empowered to bring their whole authentic selves to work. To this end, we are dedicated to nurturing a truly inclusive and equitable culture through the three pillars of our DE&I mission:

 

•

Our People embody the mosaic of the markets we serve and are empowered to transform the future

 

•

Our Spirit nurtures an inclusive and fair culture where every voice is valued and heard

 

•

Our World embraces diversity of thought and strives to do more good, creating a better future for all

In 2021, our primary focus was harmonizing the two corresponding DE&I programs from the legacy N&B and IFF organizations. We reorganized IFF’s DE&I Steering Committee to ensure there was equitable representation of our employee population, including heritage N&B colleagues. We continued our commitment of gender equality using the Economic Dividends for Gender Equity Methodological Framework. IFF was also listed as a “Best Place to Work for Disability Inclusion” for the second consecutive year with a 100% score; part of this achievement was due to the fact that we have launched a Disability Inclusion Taskforce that is auditing our policies & practices for any opportunities to be more inclusive of People with Disabilities. Moreover, IFF maintained our “Best Place to Work for LGBTIQ+ Equality” with 100% scores in Human Rights Campaign Corporate Equality Index and the HRC Equidad Mexico and also achieved a Bronze Level recognition form the India Workplace Equality Index. Throughout 2021, our employee resource groups known as “colleague communities” continued to thrive and mature. Our existing communities; Women@IFF, Prisma, Black Excellence, NextGen@IFF and SERVE (which supports veteran and first responder issues), hosted several events throughout the year

 

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and continued to expand their footprint around the globe through chapter development & new members. We were also excited to launch our newest communities, such as Asian Colleagues for Equity, Empowerment, & Excellence, IFFers UNIDOS, and AccessAbility. Lastly, we hosted our first annual Global Inclusion Week delivering over 5,000 hours of training, which further advances our journey towards full inclusion.

As part of our continued commitment to transparency and progress in our inclusion and diversity commitments and based on feedback from internal and external stakeholders, in 2021, we published our U.S. demographic representation data, or EEO-1 data, along the same categories under which we report to the EEOC. This year, we also published our latest U.S. Consolidated EEO-1 Report that we submitted to the EEOC. This EEO-1 information is available on the Company’s website at https://www.iff.com. Please note that information on or accessible through this website is not part of, or incorporated by reference into, this proxy statement. To provide even greater insight into our representation, we further enhanced our disclosures by including representation data by IFF job category over a three-year period in our annual sustainability report.

Occupational Health & Safety

Employee safety is one of the cornerstones of our business. Our occupational health and safety management system requires and encourages employees and supervised contractors at sites globally to uphold IFF’s protocols, report any incidents and suggest improvements that will increase the safety of work sites. Our safety management system in each country is based on local regulations. In the absence of country-specific requirements, IFF guidelines are implemented, which are based on U.S. Occupational Safety and Health Administration (“OSHA”) standards. To work toward a safer workplace, we have put in place a set of protocols and programs related to three areas of focus: (a) safety governance (setting and updating comprehensive safety policies and procedures), (b) safety training of employees on local requirements and IFF policies, and (c) safety culture characterized by awareness and communication. In response to the novel coronavirus (“COVID-19”) pandemic, we have been following the requirements of governmental authorities and taking additional preventative and protective measures to ensure the safety of our workforce. Moreover, we have developed return-to-workplace protocols and mandatory site guidelines to continue to protect the health and safety of employees at each location and to promote an orderly and phased return for employees who have been working from home.

Related Person Transactions and Other Information

Transactions with Related Persons

In 2021, 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 Regulation S-K.

Related Person Transactions Policy

In accordance with SEC and NYSE 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

 

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 CORPORATE GOVERNANCE 

 

 

 

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, the Nominating and Governance Committee is required to conduct a reasonable prior review of related person transactions required to be disclosed under Item 404(a) of Regulation S-K. The Nominating and Governance Committee can approve or ratify such transactions and must determine that such transactions are 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;

 

•

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 for non-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 2021, there were no related person transactions presented under the policy.

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 2021, the Human Capital and Compensation Committee reviewed our Share Retention Policy with input from management and FW Cook and did not make any substantive changes to the policy.

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 taxes). Unexercised SSARs and unvested performance-based RSU awards do not count towards meeting the ownership guideline.

As of December 31, 2021, 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.”

 

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 CORPORATE GOVERNANCE 

 

 

 

Equity Grant Policy

The Human Capital and 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 Human Capital and Compensation Committee approves all equity awards to our executive officers (other than our CEO) and certain other members of senior management, and our Board approves all equity awards to our CEO and to our non-employee directors. The grant date for annual awards to all employees (other than awards under our Long Term Incentive Plan, “LTIP”) and for annual awards to our non-employee directors is the date of the Company’s annual meeting of shareholders. The grant date for awards under our LTIP is the date that the applicable metrics are approved, which typically occurs at the Committee’s regularly scheduled meeting in late February/early March. In addition to the annual grants, equity awards may be granted “off-cycle” at other times during the year to new hires, for promotions, retention purposes, director appointments 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. The grant price for LTIP awards is the trailing twenty-day average closing price of our common stock on the NYSE as of the first trading day of the applicable LTIP 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.

 

IFF  |  2022 PROXY STATEMENT  35

Director Compensation Program

Annual Director Cash and Equity Compensation

Under our non-employee director compensation program, for the service year from the 2021 Annual Meeting of Shareholders (the “2021 Annual Meeting”) to the 2022 Annual Meeting, each non-employee director received an annual retainer of $270,000, of which $112,500 was paid in cash and $157,500 was paid in RSUs issued under our 2021 Stock Award and Incentive Plan (“2021 SAIP”) on the date of the 2021 Annual Meeting. These RSUs vest one year from the grant date and are subject to accelerated vesting upon a change in control. The 1,089 RSUs granted to each director on the date of the 2021 Annual Meeting were 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. In addition to their 2021-2022 retainer for their board service, directors who joined the Board in February 2021 received a pro-rata grant on March 1, 2021 of 255 RSUs for their 2020-2021 board service year from February 1, 2021 to May 5, 2021, which vested on May 6, 2021.

Compensation for our Lead Director and Committee Chairs

For the service year from the 2021 Annual Meeting to the 2022 Annual Meeting, the Lead Director received an additional annual cash retainer of $30,000, the Chair of the Audit Committee received an additional annual cash retainer of $20,000, the Chair of the Human Capital and Compensation Committee received an additional annual cash retainer of $20,000, the Chair of the Nominating and Governance Committee received an additional annual cash retainer of $15,000 and the Chair of the Innovation and Sustainability Committee received an additional cash retainer of $15,000.

On December 28, 2021, the Compensation Committee approved an additional annual retainer for the Company’s non-executive Chair of $150,000 per service year, to be paid 40% in cash and 60% in RSUs, effective February 14, 2021.

Participation in our Deferred Compensation Plan

Non-employee directors are eligible to participate in our Deferred Compensation Plan (“DCP”). A non-employee director may defer all or a portion of his or her cash compensation as well as any RSUs granted to him or her, subject to tax law requirements. Additional details regarding our DCP may be found in this proxy statement under the heading “Executive Compensation—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 our non-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.

 

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 DIRECTORS’ COMPENSATION 

 

 

 

The following table details the compensation paid to or earned by our non-employee directors for the year ended December  31, 2021.

2021 Directors’ Compensation

 

Name		Fees Earned or Paid in Cash ($)(1)				Stock Awards ($)(2)(3)(4)				All Other Compensation ($)(5)				Total ($)
Kathryn J. Boor			156,473				188,889				—				345,362
Marcello V. Bottoli*			—				—				—				—
Edward D. Breen			171,473				188,889				—				360,362
Carol Anthony (John) Davidson			141,473				188,889				—				330,362
Michael L. Ducker			112,500				154,192				10,000				276,692
David R. Epstein*			—				—				—				—
Roger W. Ferguson, Jr.			132,500				154,192				—				286,692
John F. Ferraro			132,500				154,192				10,000				296,692
Christina Gold			127,500				154,192				10,000				291,692
Ilene Gordon			141,473				188,889				10,000				340,362
Matthias Heinzel			141,473				188,889				—				330,362
Katherine M. Hudson*			—				—				—				—
Dale F. Morrison			112,500				154,192				10,000				276,692
Kåre Schultz			141,473				188,889				—				330,362
Dr. Li-Huei Tsai *			—				—				—				—
Stephen Williamson			112,500				154,192				10,000				276,692

 

*	No longer serving as director as of February 1, 2021.

 

(1)

The amounts in this column include (i) the annual cash retainer for service as a non-employee director (including, for new Directors, who joined the Board in February 2021, the pro-rata cash retainer of $28,973 for their 2020-2021 Board Service Year) and (ii) for certain directors, the annual cash retainer for service as Lead Director or as chairperson of a Board committee for the 2021-2022 Board Service Year, which was paid in full in 2021. Of the amounts in this column, the following amounts were deferred in 2021 under our DCP: Ms. Boor—$127,500; Mr. Breen—$142,500; Mr. Ducker—$112,500; Mr. Ferguson—$132,500; Mr. Ferraro—$132,500; Mr. Morrison—$112,500 and Mr. 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, 2021, 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 13 to our audited financial statements for the year ended December 31, 2021 included in our Annual Report on Form 10-K filed with the SEC on February 28, 2022.

 

(3)

Each director received a grant on May 5, 2021 of 1,089 RSUs under our 2021 SAIP. None of our directors forfeited any RSUs or shares of deferred stock during 2021. New Directors, who joined the Board in February 2021, received a pro-rata grant on March 1, 2021 of 255 RSUs for their 2020-2021 Board Service Year in addition to their 2021-2022 retainer.

 

IFF  |  2022 PROXY STATEMENT  37

 DIRECTORS’ COMPENSATION 

 

 

 

(4)	As of December 31, 2021, the following directors held the number of unvested RSUs and shares of deferred common stock indicated in the table below.

 

Director		RSUs				Deferred Stock
Kathryn J. Boor			1,089				—
Marcello V. Bottoli*			—				—
Edward D. Breen			1,089				—
Carol Anthony (John) Davidson			1,089				—
Michael L. Ducker			1,089				1,059
David R. Epstein*			—				7,610
Roger W. Ferguson, Jr.			1,089				14,991
John F. Ferraro			1,089				6,091
Christina Gold			1,089				1,461
Ilene Gordon			1,089				—
Matthias Heinzel			1,089				—
Katherine M. Hudson*			—				26,415
Dale F. Morrison			1,089				24,296
Dr. Li-Huei Tsai*			—				1,065
Stephen Williamson			1,089				8,057
Kåre Schultz			1,089				—

 

*	No longer serving as director as of February 1, 2021.

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 2021.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934 requires our directors, officers and beneficial owners of 10% or more of our common shares to file reports with the SEC. We assist our directors and officers by monitoring transactions and completing and filing these reports on their behalf. Based on our records and other information, we believe that all reports, except four, that were required to be filed under Section 16(a) during fiscal year ending December 31, 2021, were timely filed. A Form 3 filing for Glenn Richter and a Form 4 filing for each of John F. Ferraro, Dale F. Morrison and Glenn Richter, in each case relating to the acquisition of RSUs, were filed late due to delays in receiving codes and administrative filing system errors. Each of these Form 4s was filed promptly following the identification and resolution of the applicable error.

 

38  IFF  |  2022 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 March 8, 2022, 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**
Kathryn J. Boor			1,344	(3)		*
Edward D. Breen			1,544	(4)		*
Barry A. Bruno			289			*
Anne Chwat			3,647.436	(5)		*
Frank Clyburn			0			*
Carol Anthony (John) Davidson			1,344	(6)		*
Michael L. Ducker			9,821.478	(7)		*
Roger W. Ferguson, Jr.			16,163.785	(8)		*
John F. Ferraro			7,214.361	(9)		*
Andreas Fibig			217,944.111	(10)		*
Francisco Fortanet			29,218.138	(11)		*
Kathy Fortmann			519			*
Christina Gold			9,392.907	(12)		*
Susana Suarez Gonzalez			16,889	(13)		*
Ilene Gordon			2,344	(14)		*
Matthias Heinzel			1,344	(15)		*
Rustom Jilla			20,015.484	(16)		*
Nicolas Mirzayantz			43,167.189	(17)		*
Dale F. Morrison			29,530.042	(18)		*
Glenn Richter			0			*
Kåre Schultz			1,344	(19)		*
Stephen Williamson			9,190.749	(20)		*
All Directors and Executive Officers as a Group (29 persons)			506,214.842	(21)		*

 

*	Less than 1%.

 

**	Based on 254,744,721 shares of common stock outstanding as of March 8, 2022.

 

(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 March 8, 2022 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)	Includes 1,089 restricted stock units that will vest within 60 days after March 8, 2022.

 

(4)	Includes 1,089 restricted stock units that will vest within 60 days after March 8, 2022.

 

IFF  |  2022 PROXY STATEMENT  39

 SECURITIES OWNERSHIP 

 

 

 

(5)	Includes 1,638.902 stock equivalent units held in the IFF Stock Fund under the DCP resulting from the deferral of compensation and the 25% premium contributed by IFF on such units. Units contributed by IFF are subject to vesting based on continued employment through December 31, 2023.

 

(6)	Includes 1,089 restricted stock units that will vest within 60 days after March 8, 2022.

 

(7)	Includes 1,064.478 stock equivalent units held in the IFF Stock Fund under the DCP and 1,089 restricted stock units that will vest within 60 days after March 8, 2022.

 

(8)	Includes 15,074.785 stock equivalent units held in the IFF Stock Fund under the DCP and 1,089 restricted stock units that will vest within 60 days after March 8, 2022.

 

(9)	Includes 6,125.361 stock equivalent units held in the IFF Stock Fund under the DCP and 1,089 restricted stock units that will vest within 60 days after March 8, 2022.

 

(10)

Mr. Fibig retired from his position effective February 14, 2022. The number of shares includes 65,052.562 stock equivalent units held in the IFF Stock Fund under the DCP and the 25% premium contributed by IFF on such units as of his retirement date and 74,507 stock units that will vest within 60 days after March 8, 2022.

 

(11)	Includes 34.350 stock equivalent units held in the IFF Stock Fund under the DCP and 5,006 restricted stock units that will vest within 60 days after March 8, 2022.

 

(12)	Includes 1,468.907 stock equivalent units held in the IFF Stock Fund under the DCP and 1,089 restricted stock units that will vest within 60 days after March 8, 2022.

 

(13)	Includes 3,032 restricted stock units and 2,585 stock appreciation rights that will vest within 60 days after March 8, 2022.

 

(14)	Includes 1,089 restricted stock units that will vest within 60 days after March 8, 2022.

 

(15)	Includes 1,089 restricted stock units that will vest within 60 days after March 8, 2022.

 

(16)	Includes 830.484 stock equivalent units held in the IFF Stock Fund under the DCP resulting from the deferral of compensation and the 25% premium contributed by IFF on such units. Units contributed by IFF are subject to vesting based on continued employment through December 31, 2023.

 

(17)	Includes 2,996.189 stock equivalent units held in the IFF Stock Fund under the DCP and 4,353 restricted stock units that will vest within 60 days after March 8, 2022.

 

(18)	Includes 24,431.042 stock equivalent units held in the IFF Stock Fund under the DCP and 1,089 restricted stock units that will vest within 60 days after March 8, 2022.

 

(19)	Includes 1,089 restricted stock units that will vest within 60 days after March 8, 2022.

 

(20)	Includes 8,101.749 stock equivalent units held in the IFF Stock Fund under the DCP and 1,089 restricted stock units that will vest within 60 days after March 8, 2022.

 

(21)	Includes an aggregate of 127,612.306 stock equivalent units held in the IFF Stock Fund under the DCP. Includes also an aggregate of 8,327 restricted stock units that will vest within 60 days after March 8, 2022.

 

40  IFF  |  2022 PROXY STATEMENT

 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 8, 2022, 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*
The Vanguard Group 100 Vanguard Blvd. Malvem, PA 19355		30,267,303 (1)		11.89%
Winder Investment Pte Ltd and related persons 17-01 6 Battery Road Singapore 049909		25,109,000 (2)		9.86%
BlackRock, Inc. 55 East 52nd Street New York, NY 10055		19,198,319 (3)		7.54%

 

*	Based on 254,744,721 shares of common stock outstanding as of March 8, 2022.

 

(1)

This amount is based solely on Amendment No. 13 to Schedule 13G filed with the SEC on February 10, 2022 by The Vanguard Group. Of these shares, The Vanguard Group has the (i) sole power to vote or direct the vote with respect to 0 of these shares, (ii) shared power to vote or direct the vote with respect to 398,751 of these shares, (iii) sole power to dispose or direct the disposition of 29,245,262 of these shares, and (iv) shared power to dispose or direct the disposition of 1,022,041 of these shares.

 

(2)

This amount is based on Amendment No. 7 to Schedule 13D filed with the SEC on February 10, 2022 by Winder Investment Pte Ltd (“Winder”), Freemont Capital Pte. Ltd (“Freemont”), and Haldor Foundation (“Haldor”). Winder is a wholly owned subsidiary of Freemont, and Freemont is a wholly owned subsidiary of Haldor. By virtue of such relationships, Freemont and Haldor may be deemed to beneficially own the shares held of record by Winder.

 

(3)

This amount is based solely on Amendment No. 12 to Schedule 13G filed with the SEC on February 1, 2022 by BlackRock, Inc. of these shares, BlackRock has the (i) sole power to vote or direct the vote with respect to 16,789,359 of these shares and (ii) sole power to dispose or direct the disposition of 19,198,319 of these shares.

 

IFF  |  2022 PROXY STATEMENT  41

 

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 2022, and our Board has directed that our management submit that selection for ratification by our shareholders at the 2022 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 2022. Although ratification is not required by our By-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 2022 Annual Meeting, where they will be available to respond to questions and, if they desire, to make a statement.

 

42  IFF  |  2022 PROXY STATEMENT

 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, 2021 and December 31, 2020.

 

		2021				2020
Audit Fees (1)		$	14,792,324			$	9,272,539
Audit-Related Fees (2)		$	1,383,941			$	200,092
Tax Fees (3)		$	240,765			$	73,836
All Other Fees (4)		$	105,508			$	9,689
Total		$	16,522,538			$	9,556,156

 

(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.

 

(4)

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

Pre-Approval Policies and Procedures for Audit and Permitted Non-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 to pre-approve all audit and non-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 permitted non-audit services. Under the policy, the Audit Committee pre-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 any pre-approval is for the financial year, unless the Audit Committee specifically provides for a different period in the pre-approval. If it becomes necessary to engage the independent registered public accounting firm for additional services not contemplated in the original pre-approval, the Audit Committee requires separate pre-approval before engaging the independent registered public accounting firm. To facilitate the process, the policy delegates pre-approval authority to the Audit Committee chairperson to pre-approve services up to $100,000, and the Audit Committee may also delegate authority to one or more of its members to

 

IFF  |  2022 PROXY STATEMENT  43

 PROPOSAL 2 — RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 

 

 

 

pre-approve services. The Audit Committee member to whom such authority is delegated must report, for informational purposes, any pre-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 2021, all services performed by PwC which were subject to the SEC’s pre-approval requirements were approved by the Audit Committee in accordance with the Audit Committee’s pre-approval policy in effect during 2021.

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 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 a majority of 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 eight times during 2021, including meeting regularly with PwC and the Company’s internal auditor, both privately and with management present. For 2021, 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 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 the non-audit services provided by PwC, the majority of which consisted of audit-related, tax compliance 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 Form 10-K for the fiscal year ended December 31, 2021 filed with the SEC on February 28, 2022.

In determining whether to retain PwC as the Company’s independent registered public accounting firm for the 2022 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;

 

44  IFF  |  2022 PROXY STATEMENT

 PROPOSAL 2 — RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 

 

 

 

•

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 2022, which the shareholders will be asked to ratify at the 2022 Annual Meeting of Shareholders.

Audit Committee

John F. Ferraro (Chair)

Barry A. Bruno

Carol Anthony (John) Davidson

Stephen Williamson

 

√   YOUR BOARD RECOMMENDS A VOTE “FOR” RATIFICATION OF PWC AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2022

 

IFF  |  2022 PROXY STATEMENT  45