NY-IFF

IFF (NYSE: IFF) today announced the grant of employment inducement awards to J. Erik Fyrwald, IFF Chief Executive Officer and member of the Board of Directors.

The Company's Board of Directors approved the employment inducement awards on Jan. 9, 2024, with a grant date of March 1, 2024, as a material inducement to enter into an offer of employment in reliance on the employment inducement award exception to New York Stock Exchange Listing Rule 303A.08 that requires shareholder approval of equity-based compensation plans. Listing Rule 303A.08 requires the public announcement of such an award.

The inducement awards will consist of (i) a target award of 68,750 performance share units (with a maximum award of 171,875 performance share units), subject to meeting the applicable performance targets set forth in the award agreement, and (ii) 56,250 restricted stock units, 100% of which will vest on the three-year anniversary of the grant date, for a maximum potential combined payout of 228,125 shares. According to the award agreement, the performance metrics for the performance share units are dividend-adjusted ending stock price, as well as three-year absolute total shareholder return and relative total shareholder return, with the total shareholder return metrics being calculated using the average closing price for the 20 consecutive trading days preceding each of the grant date and the end of the three-year performance period (March 1, 2027), as applicable.

The inducement awards are subject to continued or accelerated vesting upon certain termination of employment events and in connection with certain transactions involving the Company, as more fully described in the equity award agreements filed as exhibits to the Company’s Registration Statement on Form S-8 filed with the SEC on Feb. 29, 2024 registering the common stock subject to the Inducement Awards.

The inducement awards are being made outside of the Company's shareholder-approved equity compensation plans but will generally be subject to the same terms and conditions as apply to awards granted under the Company’s 2021 Stock Award and Incentive Plan.

Cautionary Statement under the Private Securities Litigation Reform Act of 1995

This press release contains “forward-looking statement” within the meaning of the federal securities laws, including Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “target,” similar expressions, and variations or negatives of these words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the proposed transaction and the expected timetable for completing the proposed transaction. The forward-looking statements included in this release are made only as of the date hereof, and we undertake no obligation to update the forward-looking statement to reflect subsequent events or circumstances.

Welcome to IFF

At IFF (NYSE: IFF), an industry leader in food, beverage, health, biosciences and scent, science and creativity meet to create essential solutions for a better world – from global icons to unexpected innovations and experiences. With the beauty of art and the precision of science, we are an international collective of thinkers who partners with customers to bring scents, tastes, experiences, ingredients and solutions for products the world craves. Together, we will do more good for people and planet. Learn more at iff.com, Twitter, Facebook, Instagram, and LinkedIn.

© 2024 by International Flavors & Fragrances Inc. IFF is a Registered Trademark. All Rights Reserved.

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