International Paper : 2025 Notice of Annual Meeting and Proxy Statement

Published: 2025-04-01 10:09:10 ET IP

Notice of 2025 Annual Meeting and Proxy Statement

Notice of Annual Meeting of Shareowners

Date and Time

Monday, May 12, 2025, at 11:00 a.m. CDT

Location

Online via the webcast atwww.virtualshareholdermeeting. com/IP2025

Your vote is important!

Vote on the Internet

Go to the website address shown in the Notice of Internet Availability or proxy card provided to you. You will need the 16-digit control number printed on the Notice of Internet Availability or proxy card.

Vote by telephone

Dial the toll-free number shown in the Notice of Internet Availability or proxy card provided to you. You will need the 16-digit control number printed on the Notice of Internet Availability or proxy card.

Vote by mail

Mark, sign and date your proxy card and return it in the postage-paid envelope that was included with the proxy card.

At the meeting

You also may vote online during the annual meeting by following the instructions provided on the meeting website during the annual meeting. To vote at the meeting, visitwww.virtualshareholdermeeting. com/IP2025.

Items of Business

Board Recommendation

ITEM 1

Election of 11 Directors

FOR ITEM 2

Ratification of Deloitte & Touche LLP as our independent auditor for 2025

FOR ITEM 3

Non-binding resolution to approve the compensation of our Named Executive Officers

FOR

ITEM 4

Shareowner proposal concerning a report on the Company's LGBTQIA+ equity and inclusion efforts

AGAINST

Consider any other business properly brought before the meeting

Record Date

Holders of record of International Paper common stock at the close of business on March 14, 2025, are entitled to vote at the meeting.

By order of the Board of Directors,

Joseph R. Saab

Senior Vice President, General Counsel and Corporate Secretary April 1, 2025

Important Notice Regarding the Availability of Proxy Materials for the Shareowner Meeting to Be Held on May 12, 2025.

The following materials are available for viewing and printing at materials.proxyvote.com/460146:

• The Notice of Annual Meeting of Shareowners to be held on May 12, 2025;

• International Paper's 2025 Proxy Statement; and

• International Paper's 2024 Annual Report.

A Notice of Internet Availability of Proxy Materials (the "Notice of Internet Availability") or the proxy statement, proxy card and annual report are first being sent to shareowners on or about April 1, 2025. Information contained in this Proxy Statement does not take into account changes effective after the mail date unless otherwise noted.

April 1, 2025

Dear Shareowner:

We invite you to join us for our 2025 Annual Meeting of Shareowners. This year's meeting will be held virtually via live webcast on May 12, 2025, at 11:00 a.m., Central Time atwww.virtualshareholdermeeting. com/IP2025. Please review the enclosed materials and vote your shares. Your vote is important, and

I urge you to promptly cast your vote in accordance with the Board's recommendations.

This Proxy Statement includes a summary that highlights important milestones from 2024 and provides an overview of key highlights.

2024 was a transformative year for International Paper, and my first as the Company's CEO and Chairman of the Board of Directors. I want to thank Mark Sutton for his service to the Company of nearly 40 years and for his support through my transition. I also want to acknowledge the strong engagement with our shareowners throughout the last 12 months. Your feedback, perspective and support have been invaluable.

In terms of our 2024 achievements, there were many.

Together, we embarked on a journey to reshape our Company by embracing safety above all else, and a customer-centric strategy aimed at driving profitable growth and enhancing our position as the leader in sustainable packaging solutions. By adopting a

disciplined 80/20 performance system, we focused on what matters most: safety, reducing complexity, lowering costs, and aligning resources to delight our customers.

Grounded in our values of safety, ethics, and excellence, we restructured our corporate organization, optimized operations, and executed our box go-to-market strategy. We made targeted investments to enhance reliability and better serve our customers. Through our successful and transformative business combination with DS Smith, we expanded our capabilities and increased our presence with customers in North America and EMEA. At the same time we made these changes, we maintained a solid balance sheet and remained committed to our dividend policy, returning $643 million to our shareholders.

In addition to my transition, several other key leadership changes occurred in 2024.

We named three new non-employee directors to our Board. We also elevated Company leaders to new roles and recruited new leaders to join IP. These leadership changes will strengthen our strategy execution and support our deliberate and thorough succession planning.

Looking ahead, we will continue our transformational journey in 2025, both in North America and Europe. Earlier this year, we welcomed DS Smith to the International Paper family. We expect that the IP/DS Smith combination will create significant opportunities for driving innovation, enhancing service, and achieving efficiencies for an advantaged cost position.

Our 80/20 performance system will continue to drive our improvement. We have an ambitious pipeline of capital projects aimed at optimizing our box system, improving mill reliability, and driving market share growth. These initiatives will be complemented by accelerating synergies from the DS Smith acquisition. Additionally, we continue to explore strategic options for our Global Cellulose Fibers business.

International Paper 2025 Proxy Statement

I am proud of our team's progress. I believe that we have the right strategy to navigate the inevitable fluctuations in the economic landscape. With our talented people, robust assets, and strong market position, we are poised to succeed in a market that thrives on innovation and service. Through our sustainable packaging solutions, we help make the world safer and more productive. The underlying stability of our industry and the global demand for sustainable packaging will continue to drive ongoing growth.

International Paper has an exceptional team dedicated to winning. As we execute with excellence, I am confident that our actions in 2025 will drive significant value for our employees, customers, and shareowners.

On behalf of the Board of Directors, thank you for your continued investment in International Paper.

Sincerely,

Andy Silvernail

Chairman of the Board and Chief Executive Officer

Together with our customers, we make the world safer and more productive one sustainable packaging solution a time.

• Safety

• Ethics

• Excellence

Through great teams working safely with an 80/20 mindset, we deliver profitable market share growth as the low-cost producer by providing North American and EMEA customers the most reliable and innovative sustainable packaging solutions.

International Paper at a Glance

At International Paper, we're navigating dynamic industry trends, seizing opportunities for above-market growth while maintaining our position as a low-cost producer and industry leader. At the heart of this strategy is a commitment to delivering superior customer experiences at every moment possible.

We're not just keeping up with change, we're driving it forward ... one sustainable packaging solution at a time.

Table of Contents

Proxy Summary 6

Election of 11 Directors 18

How We Build the Right Board for Our Company 19

Our Nominees 21

Corporate Governance 28

How the Board Operates 28

Board Oversight of the Company 35

Independence of Directors 39

Transactions with Related Persons 40

Commitment to Sound Corporate Governance and

Ethical Conduct 42

Director Compensation 43

ITEM 2 Ratification of Deloitte & Touche LLP as Our

Independent Auditor for 2025 47

ITEM 3 Non-Binding Resolution to Approve the

Compensation of Our Named Executive Officers 51

Compensation Discussion & Analysis 52

Executive Summary 54

Executive Compensation Tables 88

Summary Compensation Table 88

Grants of Plan-Based Awards During 2024 90

Outstanding Equity Awards at December 31, 2024 92

Stock Vested in 2024 93

Pension Benefits in 2024 93

Nonqualified Deferred Compensation in 2024 96

Post-Employment Termination Benefits 97

Pay Versus Performance 103

CEO Pay Ratio 108

Equity Compensation Plan Information 109

Ownership of Company Stock 110

ITEM 4 Shareowner proposal concerning a report on the Company's LGBTQIA+ equity and inclusion

efforts 112

Information About the Annual Meeting 115

Appendix A - Reconciliations of Non-GAAP Measures

A-1

Our Commitment to Sustainability

and Weightings

Summary of Director Nominees' Core

How and Why We Choose Our Performance

Competencies

Metrics

Board Policies and Practices

NEO Compensation

Proxy Access

Pay Versus Performance

103

Information Security

How do I attend the annual meeting?

115

International Paper 2025 Proxy Statement

Forward-Looking Statements. Certain statements in this Proxy Statement that are not historical in nature may be considered "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "expects", "anticipates", "believes", "estimates" and similar expressions identify forward-looking statements. These statements are not guarantees of future performance and reflect management's current views and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these statements. Moreover, any targets or goals with respect to climate change or other sustainability matters discussed herein or in our sustainability reports as noted below are forward-looking statements and may be aspirational. These targets or goals are not guarantees of future results, and involve assumptions and known and unknown risks and uncertainties, some of which are beyond our control. Such risks and other factors that may impact forward-looking statements are discussed in our filings with the SEC, including in Item 1A under the caption "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2024, filed on February 21, 2025, and the risks and uncertainties discussed in any subsequent reports that we file or furnish with the SEC from time to time. The information contained herein speaks as of the date hereof, and we do not have or undertake any obligation to update or revise our forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by law.

No Incorporation by Reference. Information that is in our 2023 Sustainability Report, any information that will be in our 2024 Sustainability Report to be published later in 2025, and any other information on our website that we may refer to in this Proxy Statement is not incorporated by reference into, and does not form any part of, this Proxy Statement.

Proxy Summary

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all the information you should consider, and you should read the entire Proxy Statement before voting.

Meeting Agenda and Voting Recommendations

Items

Board Recommendation

ITEM 1

Election of 11 Directors

ITEM 2

Ratification of Deloitte & Touche LLP as the Company's Independent Auditor for 2025

ITEM 3

Non-Binding Resolution to Approve the Compensation of Our Named Executive Officers

ITEM 4

Shareowner proposal concerning a report on the Company's LGBTQIA+ equity and inclusion efforts

FOR

See pages 18-28

FOR

See pages 47-50

FOR

See page 51

AGAINST

See pages 112-114

Consider any other business properly brought before the meeting.

6 International Paper 2025 Proxy Statement

Proxy Summary / 2024 Performance Highlights

2024 Performance Highlights

We successfully laid the foundation to complete the acquisition of DS Smith Limited (formerly DS Smith Plc).

We began implementing an 80/20 performance system designed to deliver profitable market share growth.

We executed on strategic actions to align our workforce, optimize organizational structure and reduce operating costs to deliver sustainable packaging solutions to our customers.

A Transformational Year

Strategic Acquisition, New Leadership and Refreshed Board Propel Company Forward

2024 was a transformational year for International Paper (the "Company"), a global leader in sustainable packaging solutions, reflecting a commitment to becoming a global leader in the sustainable packaging industry. We increased our presence and scale in the attractive Europe, Middle East and Africa ("EMEA") region and implemented leadership transitions and strategic organizational development and change.

Acquisition of DS Smith

On January 31, 2025, our Company, through its subsidiary International Paper UK Holdings Limited, completed the acquisition of DS Smith Plc ("DS Smith"). DS Smith, originally a public company in England and Wales, has now been re-registered as a private company called DS Smith Limited. This acquisition was finalized through a court-approved arrangement with DS Smith's shareowners under UK law.

For each DS Smith share, shareowners received 0.1285 of a new share of our International Paper common stock, resulting in the issuance of 178,126,631 new shares. International Paper and DS Smith shareowners approved the acquisition in special meetings in October 2024.

On February 4, 2025, DS Smith shares were removed from the London Stock Exchange (the "LSE"). At the same time, our new Company shares started trading on the New York Stock Exchange under the symbol "IP." Additionally, our Company's common stock, including the new shares, began trading on the LSE under the secondary listing symbol "IPC."

Dynamic Executive Leadership and Vision

As we laid the foundation for completion of our DS Smith acquisition, the Company also underwent significant leadership changes under the direction of Andrew K. Silvernail, our new chief executive officer ("CEO") and chairman of the Board. Since assuming the role of CEO on May 1, 2024, Mr. Silvernail has strategically created an Executive Leadership Team (the "ELT"), consisting of leaders who report directly to him, to support and accelerate a customer-centric strategy to drive the Company toward its future goals and enhance operational efficiency.

Changes within the ELT include:

September 1, 2024

The Company promoted

W. Thomas Hamic to the newly created role of executive vice president and president-North American Packaging Solutions. Mr. Hamic leads our North American Packaging business in this newly created role.

January 31, 2025

Upon closing of the DS Smith acquisition, we named Timothy S. Nicholls as interim leader of our EMEA business.

Mr. Nicholls was promoted to executive vice president and president, DS Smith effective April 1, 2025. After serving as the Company's chief financial officer for seven years,

Mr. Nicholls now oversees our operations in the EMEA region, driving growth and strengthening our market presence.

February 3, 2025

We welcomed Joy N. Roman as our new senior vice president, chief people and strategy officer. Ms. Roman brings a wealth of experience in human resources and strategic planning, and is poised to foster a culture of innovation and talent development.

February 25, 2025

We appointed Lance T. Loeffler as the Company's new chief financial officer effective April 1, 2025. Mr. Loeffler brings a strong background in financial management and corporate finance, ensuring robust financial health and strategic investments.

These appointments reflect our commitment to building a dynamic and forward-thinking leadership team dedicated to achieving our strategic objectives and delivering long-term value to our shareowners. For more information on

Mr. Nicholls's promotion and Mr. Loeffler's appointment, please see our Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on February 28, 2025.

International Paper 2025 Proxy Statement

Refreshed Board

Our Board of Directors (the "Board") experienced major changes, adding three new members. These appointments are part of our ongoing commitment to strengthening our governance and enhancing the expertise within our Board. Our newest directors-Jamie A. Beggs, David A. Robbie and Scott A. Tozier-are audit committee financial experts with extensive experience as chief financial officers of large public companies. Mr. Robbie joined our Board in February 2025 from DS Smith and brings extensive knowledge and background of EMEA and has served on boards of companies listed on the London Stock Exchange. Ms. Beggs and Mr. Tozier joined the Board in May 2024 and were recommended to the Board by a third-party search firm.

These new directors reflect our dedication to maintaining a highly qualified board, capable of guiding International Paper toward sustained growth and success.

80/20 Performance System

Under the leadership of Mr. Silvernail, we adopted International Paper's 80/20 performance system in 2024 based on the principle that 80% of results come from 20% of efforts. The Company is implementing comprehensive training programs focused on 80/20 principles. These sessions equip our leaders with tools to drive improvement by simplifying, segmenting, resourcing and targeting growth. Additionally, the 80/20 performance system has been socialized with our Board through regular briefings that update them on Company progress and ensure alignment with our broader strategic objectives. The Board supports the adoption of the 80/20 mindset and is committed to championing its implementation throughout the Company.

Our 80/20 performance system helps guide investments and align resources to win with our most strategic customers, while reducing complexity and cost across the Company. Through 80/20, we intend to deliver profitable market share growth by striving to achieve an advantaged cost position and providing the most reliable and innovative sustainable packaging solutions to our customers across North America and EMEA.

Business Optimization

In 2024, as part of our 80/20 performance system, we took several key actions. We launched a corporate overhead restructuring plan to better align our workforce with business and customer needs, streamline our organizational structure and cut operational costs. Additionally, we announced the closure of certain facilities to focus on strengthening our most competitive and strategic assets and made targeted investments to improve reliability and better serve our customers. In October 2024, we also revealed our plans to explore strategic options for our Global Cellulose Fibers business.

Values

While we are focused on driving change and executing on our business transformation, we continue to be guided by the same values and fundamental principles that have shaped our Company for more than 125 years.

Safety

Ethics

Excellence

Above all else, we care about

We act honestly and operate with

We set high expectations and aim

people. We look out for each

integrity and respect. We

to deliver outstanding results for

other to ensure everyone returns

promote a culture of openness

each other, our customers and

home safely each day.

and accountability.

our shareholders.

Disclaimer

International Paper Company published this content on April 01, 2025, and is solely responsible for the information contained herein. Distributed via , unedited and unaltered, on April 01, 2025 at 14:08 UTC.