INTERNATIONAL PAPER CO /NEW/, DEF 14A filed on 3/27/2026
Proxy Statement (definitive)
v3.26.1
Cover
 12 Months Ended
Dec. 31, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name International Paper Company
Entity Central Index Key 0000051434
v3.26.1
Pay vs Performance Disclosure
number in Millions
 4 Months Ended 8 Months Ended 12 Months Ended
Apr. 30, 2024
Dec. 31, 2024
Dec. 31, 2025
USD ($)
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Pay vs Performance Disclosure              
Pay vs Performance Disclosure, Table    
SCT
Total for
Former
CEO
($)(a)
SCT
Total for
Current
CEO
($)(b)
CAP
to Former
CEO ($)(c)
CAP
to Current
CEO ($)(c)
Average
SCT Total for
Other Named
Executive
Officers
(NEOs) ($)(d)
Average
CAP to
Other
Named
Officers
(NEOs)
($)(c)
Value of Initial Fixed $100
Investment Based On:
Net
Income
(Loss)
($)(g)
Company
Selected
Measure
Fiscal
Year
Company
Total
Shareholder
Return ($)(e)
2024 Peer
Group
Shareholder
Return ($)(f)
Adjusted
EBITDA
#(h)
2025
—
14,838,324
—
(8,657,205)
5,558,196
2,740,319
104
127
(3,516)
2,976
2024
15,293,363
20,732,570
5,255,432
47,741,451
4,467,453
9,418,104
136
114
557
1,986
2023
12,845,526
6,482,688
2,975,016
1,332,603
88
103
288
2,234
2022
13,654,752
14,622,299
2,611,637
1,443,810
80
85
1,504
2,859
2021
15,228,707
12,582,246
3,102,918
2,287,800
104
101
1,752
3,108
        
Company Selected Measure Name     Adjusted EBITDA        
Named Executive Officers, Footnote     Represents the total compensation reported for Mr. Sutton (our "Former CEO") for each corresponding year. For fiscal years 2025, 2024, 2023, 2022 and
2021, Mr. Sutton was the Chief Executive Officer (CEO) for the Company. Mr. Sutton retired as CEO effective April 30, 2025. Our CEO is our PEO.
Represents the total compensation reported for Mr. Silvernail (our "Current CEO"). Mr. Silvernail assumed the role of CEO effective May 1, 2024. Each of the four fiscal years presented include the average SCT totals of the other NEOs as applicable in each reporting year. The Company's other
NEOs for the applicable reporting years were as follows:
(i)2025: Messrs. Loeffler, Hamic, Nicholls, Roman, and Saab.
(ii)2024: Messrs. Nicholls, Hamic, Saab, Gregory T. Wanta, and Thomas J. Plath. Mr. Wanta, a former senior vice president, retired effective
September 30, 2024. Mr. Plath, a former senior vice president, left the Company on December 31, 2024.
(iii)2023: Messrs. Nicholls, Wanta, Plath, Hamic and Ms. Sharon Ryan, a former senior vice president, who retired effective June 30, 2022.
(iv)2021: Ms. Ryan and Messrs. Nicholls, Wanta, Plath, Jean-Michel Ribieras and Mr. W. Michael Amick, Jr., each a former senior vice president,
separated from the Company in 2022 following completion of the spinoff of our paper business.
(v)2021: Ms. Ryan, Messrs. Nicholls, Ribieras, and Wanta.
        
Peer Group Issuers, Footnote     Peer group companies reflect the same peer group used for purposes of the performance graph under Regulation S-K Item 201(e)(1)(ii) as set forth in the
Company’s Annual Report on Form 10-K for the year ended December 31, 2025. For the year ended December 31, 2025, the peer group companies were
Klabin S.A., Mondi Group, Packaging Corporation of America, and Stora Enso Group. We removed DS Smith Ltd. from the peer group due to our
acquisition, which we completed on January 31, 2025. The amount represents an initial fixed December 31, 2019, assuming reinvestment of all dividends. 		       
Adjustment To PEO Compensation, Footnote     To calculate CAP, adjustments were made to the amounts reported in SCT. A reconciliation of the adjustments for our Former CEO, Current CEO and the
average of the other NEOs in 2025 can be found in the following supplemental tables.
CEO SCT Total to CAP Reconciliation:
Deductions from SCT Total
Additions to SCT Total
Year
SCT Current
CEO Total
($)(i)
Stock Awards
($)(ii)
Equity Value
($)(iii)
Pension Value
($)
CAP
($)
2025
14,838,324
(12,174,818)
—
(11,320,711)
—
(8,657,205)
(i)Reflects the Total Compensation for our Current CEO reported in the SCT for each year shown.
(ii)Represents the grant date fair value of equity-based awards.
(iii)Represents the fair value of equity awards, adjusted for year-over-year change in values, including dividends. The additions to the SCT Total reflect the
value of equity calculated in accordance with the SEC methodology for determining CAP. The equity component of CAP for fiscal year 2025 is further
detailed in the supplemental table below. In addition, the payout percentages match the Company’s financial accounting for compensation expense
purposes. There is no pension service cost or prior service cost for the CEO; therefore, an addition to the SCT Total related to pension is not needed.
See Supplemental table below.
Supplemental
CEO Equity Component of CAP for FY 2025:
Year
Equity Type
Fair Value of
Current Year
Equity Awards
at Year End
Current CEO
($)(1)
Year-Over-Year
Change in
Value of Prior
Years’ Awards
Unvested at
Year End
($)(2)
Fair Value
as of Vesting
Date of
Equity Awards
Granted and
Vested
During the
Year
($)(3)
Year-Over-Year
Change in Value
of Prior Years’
Awards That
Vested During
the Year
($)(4)
Fair Value at
the End of
the Prior
Year of
Equity Awards
that Failed to
Meet Vesting
Conditions
During the
Year
($)(5)
2025
PSUs
7,448,525
(18,769,236)
—
—
—
(11,320,711)
Equity awards granted to our Current CEO during the applicable periods include PSUs granted in 2024 and 2025. PSU awards have a three-year
performance period and are earned, in full or part, based upon the Company’s achievement of specified performance objectives. RSU awards are earned
and vest ratably, in three equal installments over a three-year period, regardless of Company performance. Unvested awards remain subject to significant
risk of forfeiture conditions and possible future declines in value based on changes in our stock price. See Section 4, “Elements of Our Compensation
Program-Long-Term Incentive Plan.” 		       
Non-PEO NEO Average Total Compensation Amount     $ 5,558,196 $ 4,467,453 $ 2,975,016 $ 2,611,637 $ 3,102,918
Non-PEO NEO Average Compensation Actually Paid Amount     $ 2,740,319 9,418,104 1,332,603 1,443,810 2,287,800
Adjustment to Non-PEO NEO Compensation Footnote     Average Other NEOs SCT Total to CAP Reconciliation:
Deductions to SCT Total
Additions to SCT Total
Year
SCT Total
($)(i)
Stock Awards
($)(ii)
Change in
Pension Value
($)
Equity Value
($)(iii)
Pension Value
($)
CAP
($)
2025
5,558,196
(3,489,238)
—
671,361
—
2,740,319
(i)Reflects the average of the other NEOs’ Total Compensation reported in the SCT.
(ii)Represents the average of the other NEOs’ grant date fair value of equity-based awards granted each year.
(iii)Represents the average fair value of equity, adjusted for year-over-year changes in values, including dividends. The additions to the SCT Total reflect the
average of the other NEOs value of equity calculated in accordance with the SEC methodology for determining CAP for each year shown. The average
equity component of CAP for fiscal year 2025 is further detailed in the supplemental table below. In addition, the payout percentages match the
Company’s financial accounting for compensation expense purposes. There is no pension service cost or prior service cost for the other NEOs; therefore,
an addition to the SCT Total related to pension is not needed. See Supplemental table below.
Supplemental
Average Other NEOs Equity Component of CAP for FY 2025:
Year
Equity
Type
Fair Value of
Current Year
Equity Awards
at Year End
($)(1)
Year-Over-Year
Change in
Value of Prior
Years’ Awards
Unvested at
Year End
($)(2)
Fair Value
as of Vesting
Date of
Equity Awards
Granted and
Vested During
the Year
($)(3)
Year-Over-Year
Change in
Value
of Prior Years’
Awards That
Vested During
the Year
($)(4)
Fair Value at
the End of
the Prior
Year of
Equity Awards
that Failed to
Meet Vesting
Conditions
During the
Year
($)(5)
Value of
Dividends or
Other Earnings
Paid on Stock
or Option
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation
($)(6)
2025
PSUs
1,540,543
(658,652)
—
(588,189)
—
—
293,702
2025
RSUs
256,125
(186,095)
297,815
9,814
—
—
377,659
Equity awards granted to our other NEOs during the applicable periods included RSUs granted in 2025 which are subject to time-based vesting
conditions, as well as PSUs granted in 2021, 2022, 2023, 2024, and 2025. PSU awards have a three-year performance period and are earned, in full or
part, based upon the Company’s achievement of specified performance objectives. Generally, RSU awards are earned and vest ratably, in three equal
installments over a three-year period, regardless of Company performance. See Section 4, "Elements of Our Compensation Program-Long-Term
Incentive Plan.” 		       
Compensation Actually Paid vs. Total Shareholder Return    
Pay Versus TSR 2021 - December 31, 2025
59923383772534
 ¢ 
CEO 1 CAP
 ¢ 
CEO 2 CAP
 ¢ 
Other NEOs'
Avg. CAP
02_PRO14733_PVP_Legend 2.gif
IP TSR
02_PRO14733_PVP_Legend 1.gif
Peer TSR
        
Compensation Actually Paid vs. Net Income    
Pay Versus Net Income 2021 - December 31, 2025
56075093077112
 ¢ 
CEO 1 CAP
 ¢ 
CEO 2 CAP
 ¢ 
Other NEOs'
Avg. CAP
02_PRO14733_PVP_Legend 2.gif
IP Net Income
        
Compensation Actually Paid vs. Company Selected Measure    
Pay Versus Adjusted EBITDA 2021 - December 31, 2025
57724360518783
 ¢ 
CEO 1 CAP
 ¢ 
CEO 2 CAP
 ¢ 
Other NEOs
Avg. CAP
02_PRO14733_PVP_Legend 2.gif
IP Adjusted EBITDA
        
Total Shareholder Return Vs Peer Group    
Pay Versus TSR 2021 - December 31, 2025
59923383772534
 ¢ 
CEO 1 CAP
 ¢ 
CEO 2 CAP
 ¢ 
Other NEOs'
Avg. CAP
02_PRO14733_PVP_Legend 2.gif
IP TSR
02_PRO14733_PVP_Legend 1.gif
Peer TSR
        
Tabular List, Table    
Relative Total Shareholder Return (TSR)
Net Income
Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA)
        
Total Shareholder Return Amount     $ 104 136 88 80 104
Peer Group Total Shareholder Return Amount     127 114 103 85 101
Net Income (Loss)     $ (3,516,000,000) $ 557,000,000 $ 288,000,000 $ 1,504,000,000 $ 1,752,000,000
Company Selected Measure Amount     2,976 1,986 2,234 2,859 3,108
PEO Name Mr. Sutton Mr. Silvernail Mr. Silvernail   Mr. Sutton Mr. Sutton  
Additional 402(v) Disclosure     The amount represents the value of an initial fixed $100 Investment in International Paper common stock on December 31, 2019, assuming reinvestment
of all dividends.
Represents the Company’s Net Earnings (Loss) Attributable to International Paper (in millions) for each applicable fiscal year-end 2025, 2024, 2023, 2022
and 2021.
        
Measure:: 1              
Pay vs Performance Disclosure              
Name     Relative Total Shareholder Return (TSR)        
Measure:: 2              
Pay vs Performance Disclosure              
Name     Net Income        
Measure:: 3              
Pay vs Performance Disclosure              
Name     Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA)        
Non-GAAP Measure Description     Adjusted EBITDA, a non-GAAP measure, is defined as Earnings Before Interest, Taxes, Depreciation and Amortization. Adjusted EBITDA means
(i) earnings from continuing operations before interest, income taxes and equity earnings, cumulative effect of accounting changes, before the impact of
special items and non-operating pension expense plus interest expense, net and depreciation and amortization, and cost of timber harvested. The
Adjusted EBITDA metric excludes the impact of non-operating pension expense and special items. Adjusted EBITDA may be adjusted, in the MDCC’s sole
discretion, for any impact of acquisitions, divestitures, and/or the effect of changes in tax laws, accounting principles or other laws or provisions affecting
reported results, and/or to reflect the impact of any significant, one-time event, including, but not limited to, epidemics/pandemics, wars/invasions/
hostilities (whether war is declared or not), natural disasters with significant impact on our operations, the imposition of new or increased tariffs as well as
the potential impact of retaliatory tariffs and other penalties including retaliatory policies against the United States and global trade tensions, or any other
significant, one-time events the MDCC deems appropriate for an adjustment. For additional information on Adjusted EBITDA, see Appendix A. 		       
Silvernail [Member]              
Pay vs Performance Disclosure              
PEO Total Compensation Amount     $ 14,838,324 $ 20,732,570      
PEO Actually Paid Compensation Amount     (8,657,205) 47,741,451      
Sutton [Member]              
Pay vs Performance Disclosure              
PEO Total Compensation Amount       15,293,363 $ 12,845,526 $ 13,654,752 $ 15,228,707
PEO Actually Paid Compensation Amount       $ 5,255,432 $ 6,482,688 $ 14,622,299 $ 12,582,246
PEO | Silvernail [Member] | Aggregate Pension Adjustments Service Cost              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
PEO | Silvernail [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (12,174,818)        
PEO | Silvernail [Member] | Equity Awards Adjustments, Excluding Value Reported in Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (11,320,711)        
PEO | Silvernail [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     7,448,525        
PEO | Silvernail [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (18,769,236)        
PEO | Silvernail [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
PEO | Silvernail [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
PEO | Silvernail [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
Non-PEO NEO | Aggregate Pension Adjustments Service Cost              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (3,489,238)        
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     671,361        
Adjustment to Compensation Amount, Performance Stock Units     293,702        
Adjustment to Compensation Amount, Restricted Stock Units     377,659        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation Amount, Performance Stock Units     1,540,543        
Adjustment to Compensation Amount, Restricted Stock Units     256,125        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation Amount, Performance Stock Units     (658,652)        
Adjustment to Compensation Amount, Restricted Stock Units     (186,095)        
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation Amount, Performance Stock Units     0        
Adjustment to Compensation Amount, Restricted Stock Units     297,815        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation Amount, Performance Stock Units     (588,189)        
Adjustment to Compensation Amount, Restricted Stock Units     9,814        
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation Amount, Performance Stock Units     0        
Adjustment to Compensation Amount, Restricted Stock Units     0        
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation Amount, Performance Stock Units     0        
Adjustment to Compensation Amount, Restricted Stock Units     $ 0        
v3.26.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2025
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure Equity Grant Practices
Equity awards for non-employee members of our Board of Directors are granted following their election or re‑election at
each annual meeting of shareowners, or upon their appointment to the Board. Equity awards to employees are made on an
annual basis according to a pre-established schedule. Annual equity grants under the LTIP are approved at the MDCC’s
December meeting with a grant date of January 1. The December meeting is generally scheduled at least one year in
advance. Awards to new hires or promoted employees are generally made on November 1. For Board-appointed executive
officers, the grant date may be as soon as reasonably practicable following the individual's effective hire date. RSUs
granted under our Recognition Award Program may be granted on the first day of any month by our senior vice president,
chief human resources officer (as delegated within parameters approved by the MDCC). An award to a Board-appointed
executive officer requires approval by the Board (or by the independent members of the Board for the CEO), upon
recommendation from the MDCC.
We do not strategically time long-term incentive awards in coordination with the release of material non-public information
(“MNPI”) and have never had a practice of doing so. We do not currently grant stock options, SARs or any similar awards
with "option-like" features and therefore have not adopted a policy regarding the timing of any such awards in connection
with the disclosure of MNPI of the Company. We have never timed and do not plan to time the release of MNPI for the
purpose of affecting the value of executive compensation.
Our framework for making grants minimizes any concern that grant dates could be selectively chosen based upon the
release of MNPI and market price at any given time.
Our equity award accounting practices comply with US GAAP and is transparently disclosed in our SEC filings.
Award Timing Method Equity awards for non-employee members of our Board of Directors are granted following their election or re‑election at
each annual meeting of shareowners, or upon their appointment to the Board. Equity awards to employees are made on an
annual basis according to a pre-established schedule. Annual equity grants under the LTIP are approved at the MDCC’s
December meeting with a grant date of January 1. The December meeting is generally scheduled at least one year in
advance. Awards to new hires or promoted employees are generally made on November 1. For Board-appointed executive
officers, the grant date may be as soon as reasonably practicable following the individual's effective hire date. RSUs
granted under our Recognition Award Program may be granted on the first day of any month by our senior vice president,
chief human resources officer (as delegated within parameters approved by the MDCC). An award to a Board-appointed
executive officer requires approval by the Board (or by the independent members of the Board for the CEO), upon
recommendation from the MDCC.
Award Timing Predetermined true
Award Timing MNPI Considered true
Award Timing, How MNPI Considered We do not strategically time long-term incentive awards in coordination with the release of material non-public information
(“MNPI”) and have never had a practice of doing so. We do not currently grant stock options, SARs or any similar awards
with "option-like" features and therefore have not adopted a policy regarding the timing of any such awards in connection
with the disclosure of MNPI of the Company. We have never timed and do not plan to time the release of MNPI for the
purpose of affecting the value of executive compensation.
MNPI Disclosure Timed for Compensation Value false
v3.26.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true