2026 Annual Meeting of Shareholders Notice of Annual Meeting and Proxy Statement

Proxy Statement and Notice of 2026 Annual Meeting of Shareholders

International Flavors & Fragrances Inc.

521 West 57thStreet New York, NY 10019

March 18, 2026

I am pleased to report that 2025 represented a year of continued progress for IFF, characterized by disciplined execution against clearly defined priorities. In a dynamic operating environment, management remained focused on advancing the Company's strategic agenda, strengthening the balance sheet and delivering on its financial commitments.

During the year, we continued to enhance how the Company operates. The implementation of a business-led operating model has strengthened accountability, reinforced customer focus and improved the speed and quality of decision-making, with a clear emphasis on margin improvement, cash generation and execution consistency. Management delivered on full-year guidance across revenue and EBITDA, while reinvesting in the business through productivity initiatives and disciplined cost management.

The Company also took deliberate actions to strengthen its financial foundation and further focus the portfolio. We completed the divestitures of Pharma Solutions, Nitrocellulose and René Laurent businesses, and announced an agreement to sell the Soy Crush, Concentrates and Lecithin business. In addition, the Company commenced an evaluation of strategic alternatives for the Food Ingredients business as part of an ongoing effort to concentrate resources on core businesses with stronger growth and return characteristics. As a result of these actions, together with disciplined capital allocation, net debt to credit adjusted EBITDA was reduced to approximately 2.6x from 3.8x at the end of 2024.*

Consistent with the Company's capital allocation framework - which prioritizes balance sheet strength, investment in the business and the return of excess capital to shareholders - the Board authorized a $500 million share repurchase program, reflecting improved financial flexibility and confidence in IFF's long-term value creation.

During 2025, the Board continued its evolution to ensure it possesses the appropriate mix of skills, experience and independence to oversee the next phase of the Company's transformation. The Board welcomed Virginia Drosos, Paul Fribourg, Richard Mulligan, Jesus Mantas and Brett Icahn, each of whom brings relevant leadership and industry expertise. I would also like to thank Margarita Paláu-Hernández and Vincent Intrieri for their dedication and service to the board prior to their departure in October. Additionally, I'd like to thank John Ferraro, Mark Costa and Kathryn Boor for their valued contributions, as they will not stand for re-election at the Annual Meeting.

As Chair, I remain firmly committed to high standards of governance and robust oversight of strategy, performance and risk. Since assuming this role at the 2025 Annual Shareholder Meeting, my focus has been on ensuring the Board maintains a strong alignment between strategy, execution, performance outcomes and shareholder interests.

Looking ahead, the Board and management remain focused on disciplined execution and accountability. With a more focused portfolio, a strengthened balance sheet and a clear capital allocation framework, the Company is entering the next phase of its transformation with well-defined priorities and a continued emphasis on delivering sustainable, long-term shareholder value.

In closing, I would like to thank our management team and our colleagues for your commitment every day to improving IFF, and our customers for the confidence and trust you place in us.

Finally, to you, our shareholders, thank you for your continued support and confidence. Sincerely,

Kevin O'Byrne

Chair of the Board of Directors

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

This document includes ''forward-looking statements'' under the Federal Private Securities Litigation Reform Act of 1995. The Company wishes to caution readers that certain important factors may have affected and could in the future affect the Company's actual results and could cause the Company's actual results for subsequent periods to differ materially from those expressed in any forward-looking statements made by or on behalf of the Company. Therefore, these forward-looking statements are qualified in their entirety by cautionary statements and risk factor disclosures contained in the Company's Securities and Exchange Commission (''SEC'') filings, including the Company's Annual Report on Form 10-K filed with the SEC on February 27, 2026 and subsequent filings with the SEC. New risks emerge from time to time and it is not possible for management to predict all such risk factors or to assess the impact of such risks on the Company's business. Accordingly, the Company undertakes no obligation to publicly revise any forward-looking statements, whether as a result of new information, future events, or otherwise. This document also includes certain non-GAAP financial measures; reconciliations of these measures to the most directly comparable GAAP measures are provided in Exhibit A.

The Board of Directors (the ''Board'') of International Flavors & Fragrances Inc. ( ''IFF,'' the ''Company,'' ''we,'' ''us,'' or ''our'') has decided to hold the 2026 Annual Meeting of Shareholders (the ''Annual Meeting of Shareholders'' or the ''2026 Annual Meeting'') exclusively online, via a live audio-only webcast, in order to continue to provide expanded access, improved communication, and cost savings for shareholders. Please be sure to have the 16-digit Control Number we have provided to you to join the meeting.

DATE AND TIME

LIVE WEBCAST

https://www.virtualshareholdermeeting.com/IFF2026

The Annual Meeting of Shareholders of the Company will be held to address the following proposals:

1. Elect ten members of the Board of Directors for a one-year term expiring at the 2027 Annual Meeting of Shareholders.

2. Ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the 2026 fiscal year.

3. Approve, on an advisory basis, the compensation of our named executive officers in 2025.

Shareholders shall also transact such other business as may properly come before the 2026 Annual Meeting and any adjournment or postponement of the 2026 Annual Meeting.

Record Date: Shareholders of record at the close of business on March 3, 2026, are entitled to vote and participate in the 2026 Annual Meeting.

Sincerely,

Brynn Samson I SVP, Chief Compliance Officer and Corporate Secretary March 18, 2026

Voting Methods:

VIA THE INTERNET BY MAIL BY PHONE

Visit https://www.proxyvote.com and follow instructions.

Complete, sign, date, and return the enclosed proxy card.

1-800-690-6903 I Have your proxy card in hand when you call and then follow the instructions.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on April 29, 2026:

Our Notice & Proxy Statement and 2025 Annual Report are available at https://www.ProxyVote.com.

TO FACILITATE THE TIMELY RECEIPT OF YOUR PROXY, WE ENCOURAGE YOU TO VOTE BY PHONE OR INTERNET TODAY.

521 West 57th Street New York, NY 10019

Proxy Statement Summary

We provide below highlights of certain information in this Proxy Statement. As it is only a summary, please refer to the complete Proxy Statement and our Annual Report for Fiscal Year ended December 31, 2025 (''2025 Annual Report'') before you vote.

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

Our commitment to good corporate governance is evidenced by the following best practices:

PROXY STATEMENT SUMMARY

The Board recommends a vote FOR the election of all Director Nominees

Our Governance & Corporate Responsibility Committee and our Board have determined that each of the nominees possesses the skills and qualifications to collectively comprise a highly effective Board.

See ''Proposal 1 - Election of Directors'' beginning on page 1 of this Proxy Statement.

Our Board regularly evaluates desired attributes for direction in light of the Company's strategy and needs. Key skills, qualifications and experience currently present on the Board include and which would be reflected if the proposed slate of directors is elected:

Our Board recommends that shareholders vote ''FOR'' the ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the 2026 fiscal year.

See ''Proposal 2 - Ratification of Independent Registered Public Accounting Firm'' beginning on page 29 of this Proxy Statement.

The Board recommends a vote FOR this proposal

Our Board recommends a vote ''FOR'' the advisory vote to approve executive compensation for the 2025 performance year.

See ''Proposal 3 - Advisory Vote on Executive Compensation'' on page 49 of this Proxy Statement and ''Compensation Discussion and Analysis'' beginning on page 32 of this Proxy Statement.

Proxy Statement Summary . . . . . . . . . . . . . . . . . i

Proposal 1 - Election of Directors1

Our Board 1

Director Nomination and Evaluation Process 1

Nominees for Director 5

Corporate Governance10

Code of Conduct 10

Corporate Governance Guidelines 10

Shareholder Engagement 10

Executive Compensation Engagement and Responsiveness 11

Sustainability 11

Independence of Directors 12

Board Leadership Structure 12

Board Committees 13

Board and Committee Meetings 13

Audit Committee 14

Human Capital & Compensation Committee 15

Governance & Corporate Responsibility

Committee 16

Innovation Committee 17

Board and Committee Assessment Process 18

Succession Planning 18

Risk Management Oversight 18

Related Person Transactions and Other

Information 21

Share Retention Policy 22

Equity Grant Policy 23

Policy Regarding Derivatives, Short Sales,

Hedging and Pledges 23

Directors' Compensation24

Director Compensation Program 24

2025 Directors' Compensation 25

Securities Ownership27

Directors and Executive Officers 27

5% Shareholders 28

Proposal 2 - Ratification of Independent Registered Public Accounting Firm29

Selection of our Independent Registered

Public Accounting Firm 29

Principal Accountant Fees and Services 30

Pre-Approval Policies and Procedures for Audit

and Permitted Non-Audit Services 30

Audit Committee Report 31

Compensation Discussion and Analysis32

Performance Stock Units 42

Human Capital & Compensation Committee

Report 48

Proposal 3 - Advisory Vote on Executive Compensation49

Executive Compensation50

Summary Compensation Table 50

2025 All Other Compensation 51

Offer Letters or Employment Arrangements 52

2025 Grants of Plan-Based Awards 54

Equity Compensation Plan Information 55

2025 Outstanding Equity Awards at Fiscal

Year-End 56

2025 Stock Vested 58

Non-Qualified Deferred Compensation 59

Termination and Change in Control

Arrangements 60

Potential Payments upon Termination or

Change in Control 64

Pay Ratio 66

Pay versus Performance 67

Information About The Meeting72

Other Matters76

Proxy Solicitation Costs 76

Shareholder Proposals for the 2027 Annual

Meeting 76

Shareholder Communications 76

Electronic Delivery 77

Householding 77

Available Information 77

Exhibit A - GAAP to Non-GAAP

Reconciliations78

Upon the recommendation of the Governance & Corporate Responsibility Committee, our Board of Directors (''Board'') has nominated the ten directors, as shown below, for election at the 2026 Annual Meeting, each for a one-year term that expires at the 2027 Annual Meeting:

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 2026 Annual Meeting, our Board may decrease the number of directors to be elected or designate a substitute nominee for that vacancy.

Shareholder Nominations and Proxy Access

Under our Amended and Restated By-Laws, if a shareholder wishes to submit a director candidate for consideration by the Governance & Corporate Responsibility Committee, or if a shareholder meeting minimum holding requirements wishes for 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.

In addition, to comply with the universal proxy rules, the shareholder's notice of a director nomination received no later than January 29, 2027, must include any additional information required by Rule 14a-19 under the Exchange Act, and the shareholder must comply with the other requirements set forth under Rule 14a-19. 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.

Director Candidate Evaluation and Nomination

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 Amended and Restated By-Laws. In addition, our Governance & Corporate Responsibility Committee, together with the other Board members, from time to time, as appropriate, identifies the need for new Board members.

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

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

• diversity of viewpoints, backgrounds, experiences and other demographics;

• business or other relevant experience; and

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

  In evaluating candidates, the Governance & Corporate Responsibility 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 are identified. The Governance & Corporate Responsibility Committee may also request other information from any director candidate or a recommending shareholder as specified in our Amended and Restated By-Laws. The Governance & Corporate Responsibility Committee may also engage a search firm to assist it in identifying potential candidates and to conduct background checks and other relevant evaluations. Members of the Governance & Corporate Responsibility Committee and other Board members, as appropriate, interview director candidates, evaluate the director candidates and determine which candidates are to be recommended by the Governance & Corporate Responsibility Committee to the Board. Our Governance & Corporate Responsibility Committee evaluates the suitability of potential candidates recommended by shareholders in the same manner as other candidates recommended to the Governance & Corporate Responsibility Committee.

  Director Nominees - Skills, Experience and Tenure

  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.

  DIRECTOR NOMINEE SKILLS & EXPERIENCE MATRIX
  	DIRECTOR
  	Virginia C. Drosos	Paul J. Fribourg	J. Erik Fyrwald	Brett Icahn	Cynthia T. Jamison	Mehmood Khan	Jesus B. Mantas	Richard Mulligan	Kevin O'Byrne	Dawn C. Willoughby
  DEMOGRAPHIC BACKGROUND
  Age (As of 3/3/2026)	63	72	66	46	66	67	57	71	61	56
  Gender	F	M	M	M	F	M	M	M	M	F
  YEAR JOINED BOARD	2025	2025	2024	2025	2025	2025	2025	2025	2023	2023
  KNOWLEDGE, SKILLS & EXPERTISE
  Current or Prior CEO	•	•	•			•			•
  Operations / Manufacturing	•	•	•							•
  Consumer Products	•		•		•	•			•	•
  Innovation / R&D	•		•			•	•	•		•
  Biotech		•	•			•	•	•
  Mergers & Acquisitions / Integrations	•	•	•	•	•	•	•	•	•	•
  Human Capital	•	•	•		•	•	•	•		•
  Sustainability / Environmental		•	•	•	•	•			•	•
  Finance / Accounting	•	•	•	•	•		•		•
  ERM / Risk Management	•	•	•	•	•		•		•	•
  International / Emerging Markets	•	•	•			•	•		•	•
  Technology / IT	•	•	•		•		•		•
  Information Security / Cybersecurity					•		•
  Artificial Intelligence / Big Data / Analytics					•		•
  Other Public Board Experience	•	•	•	•	•	•	•	•	•	•

  Continuation of the Cooperation Agreement with Icahn Group

  On November 6, 2023, the Company announced the continuation of 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 renominate one director designated by the Icahn Group and one mutually agreed-upon director to the Board. The Board has agreed to a one-year extension of the Cooperation Agreement in accordance with its termination provisions as described below.

  Mr. Richard Mulligan has been nominated as part of the Company's slate of nominees for election to the Board at the 2026 Annual Meeting. In connection with his service on the Board, the Board affirmed that Mr. Mulligan qualifies as an independent director under the listing rules of NYSE. So long as Mr. Mulligan 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 of which Mr. Mulligan is a member.

  On October 22, 2025, the Company announced that Mr. Mulligan would be appointed to the Board, effective as of October 20, 2025, as the mutually agreed-upon director under the Cooperation Agreement to replace Ms. Margarita Paláu-Hernández pursuant to the Cooperation Agreement dated February 1, 2023. Ms. Paláu-Hernández stepped down from the Board on October 20, 2025. Under the terms of the Cooperation Agreement, in the event that Mr. Mulligan fails to serve or is not serving as a director (subject to certain exceptions set forth in the Cooperation Agreement), then a replacement independent director who is mutually agreed to by the Board and the Icahn Group shall be nominated to the Board. Such director shall be deemed the Independent Director, as defined in the Cooperation Agreement.

  Mr. Brett Icahn has been nominated as part of the Company's slate of nominees for election to the Board at the 2026 Annual Meeting. In connection with his service on the Board, the Board affirmed that Mr. Icahn qualifies as an independent director under the listing rules of NYSE. So long as Mr. Icahn 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 of which Mr. Icahn is a member.

  On October 22, 2025, the Company announced that Mr. Icahn would be appointed to the Board, effective October 20, 2025, as the Icahn-designated director under the Cooperation Agreement to replace Mr. Vincent Intrieri. Mr. Intrieri stepped down from the Board on October 20, 2025. Under the terms of the Cooperation Agreement, in the event that Mr. Icahn, as the Icahn Group designated director, resigns or for any reason fails to serve or is not serving as a director (subject to exceptions set forth in the Cooperation Agreement) then a replacement designated by the Icahn Group who is reasonably acceptable to the Board shall be added to the Board.

  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 later of

  (x) 35 calendar days before the advance notice deadline for shareholder approvals set forth in the By-Laws of the Company for the Company's 2027 Annual Meeting of Stockholders and (y) the first day on which the Icahn Designee is not a member of the Board.

  Continued Service

  The Governance & Corporate Responsibility 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 renominated. In addition, each director is required to promptly tender his or her resignation for consideration to the Chair of the Governance & Corporate Responsibility Committee if, during his or her tenure as a director, such director:

• has a material change in employment; or

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

so that the Governance & Corporate Responsibility 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, a Director who intends to join the board of directors of another for-profit company shall promptly notify the Chair of the Governance & Corporate Responsibility Committee in advance of joining such board. The Governance & Corporate Responsibility Committee shall evaluate any potential conflicts of interest or reputational risks and may recommend appropriate actions to the Board. Finally, 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

Paul J. Fribourg

Age: 72

Director Since: 2025

Business Experience

Mr. Fribourg brings more than four decades of global leadership experience in the agribusiness, food, and investment sectors, and currently serves as Chairman and Chief Executive Officer of Continental Grain Company (''Conti''), a position he has held since 1997. He has overseen Conti's transformation into a diversified global investment firm with a focus on food, agriculture, and adjacent industries. Under Mr. Fribourg's leadership, Conti has expanded its portfolio and strategic partnerships across continents, reinforcing its legacy of innovation and resilience. He currently serves on the boards of Loews Corp., a diversified company, with businesses in the insurance, energy, hospitality and packaging industries, since 1997, and Estée Lauder Companies Inc., a global leader in prestige beauty, since 2006. Mr. Fribourg is also the board chair of Continental Grain Company, an agribusiness investment company, since 1976; a board member of Syngenta Group Co. Ltd., a global agricultural technology and innovation company, since 2018; and a board member of Wayne-Sanderson Farms LLC, a poultry producer, since 2011.

Education

Mr. Fribourg earned a Bachelor of Arts degree, magna cum laude, from Amherst College and completed the Advanced Management Program at Harvard Business School.

Qualifications

Mr. Fribourg brings a strong combination of global market insight and operational excellence. His experience, leadership and vision will help guide the Company through its next phase of growth as it continues to deliver breakthrough solutions for customers and create long-term value for its stakeholders.

J. Erik Fyrwald

Age: 66

Director Since: 2024

Business Experience

Mr. Fyrwald has served as our Chief Executive Officer and a member of our Board of Directors since February 6, 2024. He joined us from Syngenta Group, where he served as Chief Executive Officer since 2016. Prior to his role at Syngenta, Mr. Fyrwald served as Chief Executive Officer of Univar Solutions from May 2012 until May 2016, Chairman and Chief Executive Officer of Nalco Company from 2008 until 2011, when Nalco merged with Ecolab Inc. Following the merger, he served as President of Ecolab. Mr. Fyrwald began his career at DuPont in 1981. During his 27-years at DuPont, Mr. Fyrwald held a number of positions, including Group Vice President of the Agriculture and Nutrition Division at E.I. du Pont de Nemours and Company and Vice President and General Manager of DuPont's Nutrition and Health Business. He serves as a director of Eli Lilly and Company, a pharmaceutical company that develops, manufactures, and sells prescription drugs and other healthcare products, since 2005.

Education

Mr. Fyrwald attended the University of Delaware, where he received a Bachelor of Science in Chemical Engineering in 1981. He also completed the Advanced Management Program at Harvard Business School in 1998.

Qualifications

Mr. Fyrwald has more than four decades of executive and operational experience driving innovation and profitable, sustainable growth at leading corporations in the nutrition, agriculture and chemicals industries.

Brett Icahn

Age: 46

Director Since: 2025

Business Experience

Mr. Icahn is an investor and portfolio manager at Icahn Capital, a subsidiary of Icahn Enterprises. Icahn Enterprises is a diversified holding company engaged in a wide range of sectors, including investment, automotive, energy, food packaging, real estate, and home fashion. Since October 2020, Mr. Icahn has played a leading role in managing the investment strategy for Icahn Capital. He is currently serving on the boards of SandRidge Energy, Inc., an independent oil and natural gas company focused on the acquisition, development, and production of oil and gas properties, since 2020, and CVR Energy, a diversified holding company that operates in the petroleum refining and marketing, renewable fuels, and nitrogen fertilizer businesses, since 2025. Mr. Icahn was a director of Icahn Enterprises LP, a diversified holding company that owns a variety of subsidiaries operating in different sectors, from 2020 to 2025; Bausch Health Companies Inc., a global diversified pharmaceutical company, from 2021 to 2025; Bausch + Lomb Corporation, an eye health company, from 2022 to 2025; and Dana Inc., an automotive supplier company, from 2022 to 2023 and January 2025 to June 2025.

Education

Mr. Icahn holds a Bachelor of Arts from Princeton University.

Qualifications

Mr. Icahn brings a sharp investment acumen and deep understanding of corporate strategy. His experience is very valuable as we enter a new phase of growth and advance strategic priorities.

Cynthia T. Jamison

Age: 66

Director Since: 2025

Business Experience

Ms. Jamison had an Executive career as a turnaround Chief Financial Officer (''CFO''), she has been the CFO or Chief Operating Officer of several publicly and privately held companies including AquaSpy Inc., a soil diagnostic company, eMac, lnc, a joint venture between McDonald's Corporation and KKR & Co. L.P., Cosi, lnc., the casual dining chain, SurePayroll, a payroll processing firm, and Illinois Superconductor, a radio frequency cellular technology company. She also served as a partner with Tatum, LLP from June 1999 to May 2009. From 2006 on, Ms. Jamison was in a Managing Partner role within Tatum, LLP, and served in several additional capacities, including as Managing Partner of the CFO Services practice. Ms. Jamison had previously held Executive/Financial leadership roles at Arthur Andersen, Kraft General Foods, Hewitt Associates, Allied Domecq (Dunkin' Donuts/Baskin Robbins) and Chart House Enterprises. She currently serves as Chair of the Board of Darden Restaurants, a hospitality company, and is a Trustee and Chair of the Nominations & Governance committee at Save the Children, a leading charity/non-profit organization. Ms. Jamison is a former board Chair of Tractor Supply Company, a retail company, from 2002 to 2023; and a former Board member of ODP Corp from 2013 to 2025 and B&G Foods, an American branded foods company, from 2004 to 2015, as well as several others.

Education

Ms. Jamison earned a B.A. in Political Science and Economics from Duke University and an MBA from the University of Chicago in Finance. Ms. Jamison is also a certified public accountant.

Qualifications

Ms. Jamison is a skilled Chief Financial Officer with extensive board and finance experience gained during previous executive positions. She served a four-year term on the Financial Accounting Standards Advisory Council from 2018 to 2022. She also holds the following certificates: United States Secret Service Cybersecurity Board Academy, May 2025, and the Oxford Artificial Intelligence Program, January 2026.

Jesus B. Mantas

Age: 57

Director Since: 2025

Business Experience

Mr. Mantas is a senior technology and management consulting executive with broad corporate governance experience. He led the $10B Business Transformation Services unit of IBM Consulting; he also led Strategy, Innovation, M&A and other IBM divisions including IBM Global Business Outsourcing, IBM Consulting in Latin America and North America enterprise market during his IBM tenure. Before IBM, he was a Partner in the High Technology practice of PricewaterhouseCoopers Consulting. Prior to his move to the USA, he worked for Procter & Gamble and served as an officer in the Air Force of Spain. Mr. Mantas currently serves on the boards of Biogen Inc., a leading biotechnology company; and the National Association of Corporate Directors (NACD). He also serves in the advisory council of NASDAQ Center for Board Excellence and is a trustee of the J. Patrick McGovern Foundation, the world's foremost philanthropy committed to fund public-purpose, ethical use of Artificial Intelligence.

Education

Mr. Mantas holds degrees in Telecommunications and Business Administration by Universidad Politécnica de Madrid. He served as an adjunct professor at the University of California Irvine, and has completed Harvard Business School Corporate Governance.

Qualifications

Mr. Mantas brings a strong combination of digital innovation, global market insight and operational excellence. His experience, leadership and vision will help guide the Company through its next phase of growth as it continues to deliver breakthrough solutions for customers and create long-term value for its stakeholders.

Kevin O'Byrne

Age: 61

Director Since: 2023

Business Experience

Mr. O'Byrne served, until March 2023, as Chief Financial Officer and Director of J Sainsbury plc, the second largest retailer in the United Kingdom. He was previously Chief Executive Officer of Poundland Group Plc and held executive roles at Kingfisher Plc, including Divisional CEO UK, China and Turkey, Chief Executive Officer of B&Q UK & Ireland and Group Finance Director. Prior to this, he was Group Finance Director of Dixons Retail plc and European Finance Director of Quaker Oats. Mr. O'Byrne joined the IFF Board in March 2023 and was elected Chair of the Board in May 2025. Mr. O'Byrne is also Chair of the Board of Centrica plc, a FTSE-100 listed energy and services company, where he previously was Senior Independent Director and Chair of the Audit and Risk Committee. He has over 35 years of experience on public company boards in the UK, Germany and US, as an executive and non-executive. He was previously Senior Independent Director and Chair of the Audit Committee of Land Securities Group plc.

Education

Mr. O'Byrne holds a Bachelor of Arts degree in Business Studies from Trinity College, Dublin and he has been a Fellow of the Institute of Chartered Accountants in England & Wales since 1990.

Qualifications

Mr. O'Byrne is a skilled Chief Financial Officer, and public company board director with extensive international business and finance experience. He applied this knowledge to the Finance, Internal Audit, Investor Relations, Property, Procurement and Strategy functions at Sainsbury's, driving the performance of the business.

Dawn C. Willoughby

Age: 56

Director Since: 2023

Business Experience

Ms. Willoughby served as the Executive Vice President and Chief Operating Officer of The Clorox Company, a manufacturer and marketer of consumer and professional products, from 2014 until 2019. She also served as the company's Senior Vice President and General Manager, Clorox Cleaning Division; Vice President and General Manager, Home Care Products; and Vice President and General Manager, Glad Products, along with several other positions since she was initially hired in 2001. Prior to her career at The Clorox Company, Ms. Willoughby spent nine years with The Procter & Gamble Company, where she held several positions in sales management. She serves as a director of J.M. Smucker Company, a manufacturer and marketer of branded food and beverage products, since 2017, and TE Connectivity, an engineering, design and manufacturer of sensors and electrical connectivity solutions, since March 2020.

Education

Ms. Willoughby holds a bachelor's degree in Sports Management from the University of Minnesota and a master's degree in Business Administration from the University of California, Los Angeles Anderson School of Business.

Qualifications

Through serving in a number of executive positions at the Clorox Company and her deep understanding for the unique needs and expectations of our Company's customers and partners, Ms. Willoughby is highly valuable to our Board and management team.

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, https://www.iff.com.

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.

The Governance & Corporate Responsibility 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-Governance link on our website, https://www.iff.com.

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, as shown below. This dialogue has helped inform the Board's decision-making and ensures our interests remain well aligned with those of our shareholders. During 2025, we interacted with our largest active shareholders, representing more than two-thirds of our outstanding shares. Feedback from these engagements is shared regularly with the Board and its committees and contributes to the Board's decision-making.

As part of our shareholder engagement, we discuss executive compensation design and pay-for-performance alignment. Feedback received through these discussions and our annual Say on Pay vote is considered by the Human Capital & Compensation Committee in its ongoing evaluation of compensation program design and disclosure. In 2025 and early 2026, this review informed enhancements to our disclosure of performance goal setting and our continued emphasis on metrics that support profitable growth, disciplined execution and long-term shareholder alignment. The Human Capital & Compensation Committee believes this ongoing dialogue strengthens the alignment between executive compensation outcomes, Company performance and shareholder interests.

Our approach to sustainability is rooted in our Company's purpose statement and our ongoing commitment to 'Do More Good' for people and planet. This aligns with our Company's strategy for long-term growth and value creation. Through this commitment, we focus on the interconnected pillars of conscious sourcing, partnerships of impact, intentional innovation and operating for the future.

Across these four pillars, our Company continued to achieve notable recognitions in 2025. For example, we were recognized in 2025 by EcoVadis, receiving a Gold sustainability rating that places our Company among the top five percent of companies assessed. In addition, we maintained our position as a constituent of the Dow Jones Sustainability Indices, North America, a best-in-class benchmark for investors who recognize that sustainable business practices are critical to generating long-term shareholder value. We continue to support transparency and accountability through our submission to CDP Climate Change, Water Security and Forests, specifically named to CDP's A List for climate change for the tenth time since 2015. Lastly, we continue to be listed in the FTSE4Good Index series as well as being named as one of America's Most Responsible Companies by Newsweek.

As part of our continued commitment to transparency and based on feedback from internal and external stakeholders, in 2025, we published our U.S. demographic representation data, or EEO-1 data, along the same categories under which we report to the EEOC. We also published our latest U.S. Consolidated EEO-1 Report that we submitted to the EEOC. This EEO-1 information is available on our website, 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.

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 directors (other than Mr. Fyrwald, 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.

Since 2022, the roles of Chair and CEO in our Company have been held by different individuals. The Board believes separating the roles of Chair and CEO allows our CEO to focus on developing and implementing the Company's strategic business plans and managing the Company's day-to-day business operations and allows our Chair, as elected by the Board, to lead the Board in its oversight and advisory roles. Because of the many responsibilities of the Board and the significant amount of time and effort required by each of the Chair and the CEO to perform their respective duties, the Company believes that having separate persons in these roles enhances the ability of each to discharge those duties effectively and, as a corollary, enhances the Company's prospects for success. The duties of the Non-Executive Chair provided in the Corporate Governance Guidelines are highlighted below:

Our Board has an Audit Committee, a Human Capital & Compensation Committee, a Governance & Corporate Responsibility Committee and an Innovation 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. In 2025, each of the Audit Committee, Human Capital & Compensation Committee, Governance & Corporate Responsibility Committee and Innovation 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 & Compensation Committee, Governance & Corporate Responsibility Committee and Innovation Committee charters is available through the Investor-Governance link on our website, https://www.iff.com.The table below provides the membership and chair for each of our Committees as of December 2025.

Our Board held five meetings during 2025. The Audit Committee held eight meetings, the Human Capital & Compensation Committee held five meetings, the Governance & Corporate Responsibility Committee held four meetings, and the Innovation Committee held four meetings during 2025. All directors who served on our Board since the last Annual Meeting (including those who are director nominees) attended at least 75% of the total Board and Committee meetings over periods in which he or she served during 2025. All of our director nominees 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.

Responsibilities

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 Company's governance around the use of Artificial Intelligence;

• 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;

• financial risks and corporate tax strategy with the Board and management;

• 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

  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.

  Human Capital & Compensation Committee

  Members as of December 31, 2025: John F. Ferraro (Chair), Mark J. Costa, Virginia C. Drosos, Dawn C. Willoughby

  Meetings in 2025: 5

Responsibilities

The Human Capital & 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 (''CD&A'') included in our annual proxy statement;

• recommending to the Board any changes to the compensation of non-employee directors;

• reviewing and approving annually the discretionary equity pool that may be issued by the CEO for off cycle equity grants issued for new hires, promotions and retention;

• 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, plans, policies and programs for talent attraction, retention and learning development, key workforce metrics and engagement;

• oversight of occupational health and safety standards; and

• together with legal counsel, oversight of compliance with applicable laws, rules and regulations relating to compensation matters, including those issued by or under the Exchange Act, the SEC, the NYSE, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Internal Revenue Code, and other governmental entities or regulatory authorities, including without limitation the authority to review the Company's Policy for the Recovery of Erroneously Awarded Compensation and to recommend amendments, if any, to the Board for approval and to serve as the ''Administrator'' thereunder.

  Independence

  The Board reviewed the background, experience and independence of the Human Capital & Compensation Committee members and, based on this review, the Board determined that each member of the Human Capital & 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'').

  Role of Compensation Consultant

  The Human Capital & 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 2025, the Human Capital & Compensation Committee directly engaged Frederic W. Cook & Co., Inc. (''FW Cook'') as its compensation consultant and affirmatively reviewed and determined that FW Cook qualified as independent. FW Cook's work with the Human Capital & Compensation Committee included analyses, advice, guidance and recommendations on executive and non-employee director compensation levels versus peers, market trends, incentive plan designs and pay and performance alignment and other executive compensation practices and policies such as severance arrangements. See also the discussion in our CD&A.

  Human Capital & Compensation Committee Interlocks and Insider Participation

  During the fiscal year ended December 31, 2025, Messrs. Costa and Ferraro, as well as Mses. Drosos and Willoughby served as members of the Human Capital & Compensation Committee. None of these current or former directors was, during 2025, an officer, or employee of our Company, or was formerly an officer of our Company. There were no transactions in 2025 between us and any directors who served as Human Capital & Compensation members for any part of 2025 that would require disclosure by us of certain relationships and related party transactions. During 2025, none of our executive officers served as a director of another entity whose executive officers served on our Human Capital & Compensation Committee, and none of our executive officers served as a member of the compensation committee of another entity, whose executive officers served as a member of our Board.

  Governance & Corporate Responsibility Committee

  Members as of December 31, 2025: Dawn C. Willoughby (Chair), Kathryn J. Boor, Cynthia T. Jamison, Mehmood Khan, Kevin O'Byrne

  Meetings in 2025: 4

Responsibilities

The Governance & Corporate Responsibility 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 and making recommendations to the Board regarding the suitability of directors for continued service, including when a director intends to join the board of directors of another company or 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;

• conducting a prior review and, if appropriate, approval of transactions with all related parties;

• overseeing and 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, deforestation, human rights, biodiversity and risks associated with responsible sourcing;

• reviewing and discussing with management the Company's environmental performance including progress toward targets, programs, compliance and regulations, policies and disclosure related to climate change, human rights, deforestation and biodiversity; and

• reviewing and approving any requests from Named Executive Officers to serve as directors on boards of outside entities.

  Independence

  The Board reviewed the background, experience and independence of the Governance & Corporate Responsibility Committee members and, based on this review, the Board determined that each member of the Governance & Corporate Responsibility Committee meets the independence requirements of the NYSE's corporate governance listing standards.

  Innovation Committee

  Members as of December 31, 2025: Mehmood Khan (Chair), Kathryn J. Boor, Virginia C. Drosos, J. Erik Fyrwald, Jesus B. Mantas, Richard Mulligan, Dawn C. Willoughby

  Meetings in 2025: 4

Responsibilities

The Innovation Committee's responsibilities include:

• reviewing and 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 technology development, product design and sustainable solutions;

• overseeing the Company's technology and 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 R&D and business strategy;

• providing support to the management of the Company to ensure a quality Scientific Advisory Board is in place, if needed; and

• reviewing the recruitment and retention of scientific talent and matching with new areas of scientific developments and technologies.

Independence

The members of the Innovation Committee are not required to meet the independence requirements of the NYSE's corporate governance listing standards.

Each year, the Governance & Corporate Responsibility Committee leads an evaluation of the effectiveness of the Board and each of its committees. Each member of the Board provides their perspectives regarding the effectiveness of the Board, its committees and their leadership, and the dynamics between the Board and management. The evaluation process may be conducted, as determined by the Committee, through an anonymous survey of directors, in-person interviews of directors, or a combination of these approaches. Results of Board and committee self-evaluations are shared with the full Board. As appropriate, these evaluations result in updates or changes to our practices as well as commitments to continue existing practices that our directors believe contribute positively to the effective functioning of our Board and its committees.

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 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 & 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 & Compensation Committee may determine. In addition, the Governance & Corporate Responsibility 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.

As part of the Company's efforts to ensure directors have the necessary resources to fulfill their responsibilities to shareholders, the Company provides continuing education opportunities for directors to stay informed on trends and developments relevant to the Company and our industry.

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, risks from compensation practices 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, geopolitical risk, sustainability and integration/divestiture of business segments. The Board also receives updates on the Company's risk from its committees. Each of the Audit, Governance & Corporate Responsibility, Human Capital & Compensation and Innovation 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.

Cybersecurity

We are committed to safeguarding our systems and data through strong governance, robust security practices, and continuous improvement. Cyber risks are integrated into our Enterprise Risk Management program, and we maintain a comprehensive Incident Response Plan to identify, respond to, and recover from potential threats and cyber incidents.

Our Chief Information Officer and Chief Information Security Officer oversee our global IT and Information Security programs, which align with the National Institute of Standards and Technology Cybersecurity Framework and include measures such as network protection, identity and access management, application and data security, and regular employee training. We routinely test and evaluate our controls through internal assessments, third-party reviews, and industry collaboration.

The Board of Directors provides oversight, receiving regular updates on cybersecurity incidents, risks, initiatives, and preparedness. To date, cybersecurity incidents have not had a material impact on our operations or financial condition, but we remain vigilant and continue to enhance our defenses as threats evolve.

Please see Item 1C (Cybersecurity) in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, for additional details regarding cybersecurity risk management, strategy, governance and incident disclosure.

Artificial Intelligence

The Company views Artificial Intelligence (''AI'') as vital for innovation and efficiency. By using AI to assist delivery of products, services and operations, we improve customer experience, accelerate development, automate tasks, and lower costs. The Company has an AI Governance Steering Committee that provides strategic alignment, oversight, and direction for responsible AI development and deployment across the Company and an AI Trust Council that provides operational oversight and approval of AI use by implementing governance and managing legal, compliance, privacy, security, and AI strategy implications.

In March 2026, we introduced a new AI Policy across our businesses and functions which includes an AI Governance Framework. The AI Policy applies to all IFF employees, contractors, and third parties using, developing or interacting with AI tools and provides for, among other things:

• Guidelines and principles on the development, procurement and deployment of AI at the Company that include ethical use, transparency, protection of confidential information and personal data, anti-discrimination and anti-bias, human oversight requirement and continuous monitoring.

• Additional controls and governance processes for AI use cases with elevated risk.

• Prohibited uses of AI at the Company which include the prohibitions listed in the EU Artificial Intelligence Act (the EU AI Act).

• Compliance with the Company's legal, regulatory, and security requirements.

• Procedures for reporting and managing AI-related incidents and policy violations.

We use AI, including agentic AI capabilities, to improve productivity, accelerate innovation, and enable faster decision-making by embedding these capabilities into core business processes across functions such as IT, GBS, R&D, and Finance. These applications include knowledge discovery, code generation and reformulation. All capabilities are governed responsibly and designed to scale, helping teams work faster, smarter, and with greater impact.

The Audit Committee is overseeing and reviewing the Company's governance around the use of AI and the full Board receives quarterly reports on AI as it relates to business strategy and potential uses, risks and mitigation, intellectual property and governance approach.

Enterprise Risk Management

The Company 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 under the direction and ownership of the Executive Leadership Team, has established risk champions/ambassadors throughout the organization to identify, assess, map, and mitigate these exposures on a regular basis in discussion with functional risk owners. The Board receives regular reports on the ERM process and the Company's risk mitigation activities, including reports focused on compliance, human capital, cybersecurity and sustainability risks.

Compensation Risks

In the fourth quarter of 2025, the Human Capital & 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 incentive performance goals or the administration of the programs were likely to pose any material risks to our Company. In addition, with the input from our EVP, Chief People & Culture Officer, the Human Capital & Compensation Committee reviewed compensation programs and policies below the executive level in a Company-wide risk assessment. The Human Capital & Compensation Committee shared the results of this review with our full Board.

The Human Capital & 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 2025, including the established performance goals and incentive plan structures, did not result in excessive risk taking, 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.

Our business is built on our talented employees. As of December 31, 2025, we had approximately 21,500 employees worldwide, of whom approximately 5,500 are employed in the United States. We continue to invest in our workforce, culture and leadership and development programs to support employee engagement and performance.

Culture and Values

Our culture is based on our four corporate values of passionate, partners, persistent and principled, 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. IFF strives to have a culture of inclusion and belonging where all employees can thrive. Our programs focus on inclusive talent processes, employee experiences,