INTERNATIONAL PAPER CO /NEW/, DEF 14A filed on 4/1/2025
Proxy Statement (definitive)
v3.25.1
Cover
12 Months Ended
Dec. 31, 2024
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
v3.25.1
Pay vs Performance Disclosure
12 Months Ended
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Pay Versus Performance
As outlined in the CD&A above, our MDCC has established an executive compensation program aimed at aligning pay with performance, retaining talent, and enhancing shareowner value through the adoption of sound policies and best practices. The following table shows the total compensation for our CEOs (Mark S. Sutton through April 30, 2024, identified below as “First CEO,” and Andrew K. Silvernail from May 1, 2024 to present, identified below as “Second CEO”) and, on an average basis, our other NEOs for the past four fiscal years as set forth in the Summary Compensation Table (the “SCT”) and the prior year’s proxy statement, the “compensation actually paid” or “CAP” to our CEOs and, on an average basis, our other NEOs (in each case, as determined under SEC rules), our TSR, our peer group TSR over the same period, our net income/(loss), and our Company-Selected Measure, Adjusted EBITDA. We have designated Adjusted EBITDA as our Company- Selected Measure based on our determination that Adjusted EBITDA is the most important performance measure used by the Company to link compensation actually paid to our NEOs for our fiscal year ended December 31, 2024, to our performance in accordance with Item 402(v) of Regulation S-K.
For information concerning how we seek to align executive compensation with our performance, see Section 4, “How and Why We Choose our Performance Metrics” in the CD&A.
 
Fiscal Year
 
SCT
Total for
First
CEO
($)
(a)
   
SCT
Total for
Second
CEO
($)
(b)
   
CAP
to First CEO
($)
(c)
   
CAP
to Second
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
 
 
Company
Total
Shareholder
Return ($)
(e)
   
2024 Peer
Group
Shareholder
Return ($)
(f)
   
Adjusted
EBITDA
#
(h)
 
2024
    15,293,363       20,732,570       20,572,769       47,741,451       4,467,453       9,418,104       155       143       557       1,986  
2023
    12,845,526    
 
 
 
    5,255,432             2,975,016       1,332,603       100       121       288       2,234  
2022
    13,654,752    
 
 
 
    6,482,688             2,611,637       1,443,810       90       100       1,504       2,859  
2021
    15,228,707    
 
 
 
    14,622,299             3,102,918       2,287,800       118       120       1,752       3,108  
2020
    18,320,199    
 
 
 
    12,582,246             4,433,997       3,344,960       114       117       482       3,103  
 
(a)
The dollar amounts reported in column (a) are the amounts of total compensation reported for Mr. Sutton (our “First CEO”) for each corresponding year. For fiscal years 2024, 2023, 2022, 2021 and 2020, Mr. Sutton was the Chief Executive Officer (CEO) for the Company. Mr. Sutton retired as CEO effective April 30, 2024. Our CEO is our PEO.
 
(b)
The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Silvernail (our “Second CEO”). Effective May 1, 2024, Mr. Silvernail assumed the role of CEO.
 
(c)
To calculate CAP, adjustments were made to the amounts reported in SCT. A reconciliation of the adjustments for our First CEO, Second CEO and the average of the other NEOs can be found in the following supplemental tables.
CEO SCT Total to CAP Reconciliation:
 
Year
  
SCT First
CEO Total
($)
(i)
    
Deductions from SCT Total
          
Additions to SCT Total
    
CAP
($)
 
  
SCT Second
CEO Total
($)
(i)
    
Stock Awards
($)
(ii)
   
 
   
      
 
    
Equity Value
($)
(iii)
    
Pension
Value
($)
 
2024
            20,732,570        (17,193,607        
 
 
 
     44,202,488               47,741,451  
2024
     15,293,363               (10,695,459        
 
 
 
     15,974,865               20,572,769  
 
  (i)
Reflects the Total Compensation for our First CEO and Second 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 2024 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 NEO; therefore, an addition to the SCT Total related to pension is not needed. See the supplemental table below.
 
 
 
Supplemental
CEO Equity Component of CAP for FY 2024:
 
Year
  
Equity Type
    
Fair Value of
Current Year
Equity Awards
at Year End
First CEO
($)
(1)
    
Fair Value of
Current Year
Equity Awards
at Year End
Second 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)
      
 
 
2024      PSUs               44,202,488                                   44,202,488  
2024      PSUs        4,266,405               4,532,409               9,618,131        (2,431,697     15,985,248  
2024      RSUs                             749,085        198,528        (957,996     (10,383
 
Equity awards granted to our First CEO during the applicable periods included RSUs granted in 2024 which are subject to time-based vesting conditions, as well as PSUs granted in 2024. Equity awards granted to our Second CEO granted to our Second CEO in 2024 include only PSUs. 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 from 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.”
 
(d)
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.
2024: Messrs. Nicholls, Hamic, Ellis, and Royalty.
 
  ii.
2023: Messrs. Nicholls, Hamic, Joseph R. Saab, Gregory T. Wanta, and Thomas J. Plath. Mr. Wanta, a former senior vice president, retired effective September 30, 2023. Mr. Plath, a former senior vice president, left the Company on December 31, 2024.
 
  iii.
2022: 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 W. Michael Amick, Jr., each a former senior vice president, separated from the Company in 2021 following completion of the spinoff of our paper business.
 
  v.
2020: Ms. Ryan, Messrs. Nicholls, Ribieras, and Wanta.
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
($)
 
2024      4,467,453        (2,664,904        
 
     7,615,555               9,418,104  
 
  (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 2024 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 the supplemental table below.
 
 
Supplemental
Average Other NEOs Equity Component of CAP for FY 2024:
 
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)
       
 
 
2024      PSUs        3,132,613        1,375,906               1,389,260                     5,897,779  
2024      RSUs        1,576,365        148,075               (6,664                   1,717,776  
 
Equity awards granted to our other NEOs during the applicable periods included RSUs granted in 2024 which are subject to time-based vesting conditions, as well as PSUs granted in 2020, 2021, 2022, 2023, and 2024. 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.”
 
(e)
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.
 
(f)
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, 2024. For the year ended December 31, 2024, the peer group companies were DS Smith Limited (formerly DS Smith Plc), Klabin S.A., Mondi Group, Packaging Corporation of America, and Stora Enso Group. We removed WestRock Company from the peer group due to its acquisition by Smurfit Kappa plc effective in July 2024. The amount represents an initial fixed December 31, 2019, assuming reinvestment of all dividends. International Paper Company acquired DS Smith on January 31, 2025.
 
(g)
Represents the Company’s Net Earnings (Loss) Attributable to International Paper (in millions) for each applicable fiscal
year-end
2024, 2023, 2022, 2021 and 2020.
 
(h)
Adjusted EBITDA, a
non-GAAP
measure, is defined as earnings from continuing operations before income taxes and equity earnings and before the impact of special items and
non-operating
pension expense, plus interest expense and depreciation and amortization. Adjusted EBITDA may be adjusted at the MDCC’s discretion, for any impact of acquisitions, divestitures, the effect of changes in tax laws, 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, or any other significant,
one-time
event the MDCC deems appropriate for an adjustment. For additional information on Adjusted EBITDA, see Appendix A
       
Company Selected Measure Name Adjusted EBITDA        
Named Executive Officers, Footnote
(d)
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.
2024: Messrs. Nicholls, Hamic, Ellis, and Royalty.
 
  ii.
2023: Messrs. Nicholls, Hamic, Joseph R. Saab, Gregory T. Wanta, and Thomas J. Plath. Mr. Wanta, a former senior vice president, retired effective September 30, 2023. Mr. Plath, a former senior vice president, left the Company on December 31, 2024.
 
  iii.
2022: 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 W. Michael Amick, Jr., each a former senior vice president, separated from the Company in 2021 following completion of the spinoff of our paper business.
 
  v.
2020: 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, 2024. For the year ended December 31, 2024, the peer group companies were DS Smith Limited (formerly DS Smith Plc), Klabin S.A., Mondi Group, Packaging Corporation of America, and Stora Enso Group. We removed WestRock Company from the peer group due to its acquisition by Smurfit Kappa plc effective in July 2024. The amount represents an initial fixed December 31, 2019, assuming reinvestment of all dividends. International Paper Company acquired DS Smith on January 31, 2025.
       
Adjustment To PEO Compensation, Footnote
CEO SCT Total to CAP Reconciliation:
 
Year
  
SCT First
CEO Total
($)
(i)
    
Deductions from SCT Total
          
Additions to SCT Total
    
CAP
($)
 
  
SCT Second
CEO Total
($)
(i)
    
Stock Awards
($)
(ii)
   
 
   
      
 
    
Equity Value
($)
(iii)
    
Pension
Value
($)
 
2024
            20,732,570        (17,193,607        
 
 
 
     44,202,488               47,741,451  
2024
     15,293,363               (10,695,459        
 
 
 
     15,974,865               20,572,769  
 
  (i)
Reflects the Total Compensation for our First CEO and Second 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 2024 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 NEO; therefore, an addition to the SCT Total related to pension is not needed. See the supplemental table below.
 
 
 
Supplemental
CEO Equity Component of CAP for FY 2024:
 
Year
  
Equity Type
    
Fair Value of
Current Year
Equity Awards
at Year End
First CEO
($)
(1)
    
Fair Value of
Current Year
Equity Awards
at Year End
Second 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)
      
 
 
2024      PSUs               44,202,488                                   44,202,488  
2024      PSUs        4,266,405               4,532,409               9,618,131        (2,431,697     15,985,248  
2024      RSUs                             749,085        198,528        (957,996     (10,383
 
Equity awards granted to our First CEO during the applicable periods included RSUs granted in 2024 which are subject to time-based vesting conditions, as well as PSUs granted in 2024. Equity awards granted to our Second CEO granted to our Second CEO in 2024 include only PSUs. 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 from 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 $ 4,467,453 $ 2,975,016 $ 2,611,637 $ 3,102,918 $ 4,433,997
Non-PEO NEO Average Compensation Actually Paid Amount $ 9,418,104 1,332,603 1,443,810 2,287,800 3,344,960
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
($)
 
2024      4,467,453        (2,664,904        
 
     7,615,555               9,418,104  
 
  (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 2024 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 the supplemental table below.
 
 
Supplemental
Average Other NEOs Equity Component of CAP for FY 2024:
 
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)
       
 
 
2024      PSUs        3,132,613        1,375,906               1,389,260                     5,897,779  
2024      RSUs        1,576,365        148,075               (6,664                   1,717,776  
 
Equity awards granted to our other NEOs during the applicable periods included RSUs granted in 2024 which are subject to time-based vesting conditions, as well as PSUs granted in 2020, 2021, 2022, 2023, and 2024. 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        
Compensation Actually Paid vs. Net Income        
Compensation Actually Paid vs. Company Selected Measure        
Total Shareholder Return Vs Peer Group        
Tabular List, Table
Most Important Performance Measures
In the Company’s assessment, the three items listed below represent the most important financial performance measures used by the Company to link compensation actually paid to our NEOs, for the most recently completed fiscal year, to Company performance. Please see Appendix A for an explanation of the non-GAAP financial measures.
 
Relative Total Shareholder Return (TSR)
Net Income
Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA)
       
Total Shareholder Return Amount $ 155 100 90 118 114
Peer Group Total Shareholder Return Amount 143 121 100 120 117
Net Income (Loss) $ 557,000,000 $ 288,000,000 $ 1,504,000,000 $ 1,752,000,000 $ 482,000,000
Company Selected Measure Amount 1,986 2,234 2,859 3,108 3,103
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 from continuing operations before income taxes and equity earnings and before the impact of special items and
non-operating
pension expense, plus interest expense and depreciation and amortization. Adjusted EBITDA may be adjusted at the MDCC’s discretion, for any impact of acquisitions, divestitures, the effect of changes in tax laws, 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, or any other significant,
one-time
event the MDCC deems appropriate for an adjustment. For additional information on Adjusted EBITDA, see Appendix A
       
Mr Sutton [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount $ 15,293,363 $ 12,845,526 $ 13,654,752 $ 15,228,707 $ 18,320,199
PEO Actually Paid Compensation Amount $ 20,572,769 $ 5,255,432 $ 6,482,688 $ 14,622,299 $ 12,582,246
PEO Name Mr. Sutton        
Mr Silvernail [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount $ 20,732,570        
PEO Actually Paid Compensation Amount $ 47,741,451        
PEO Name Mr. Silvernail        
PEO | Equity Value Rsus [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (10,383)        
PEO | Fair Value as of Vesting Date of Equity Awards Granted and Vested During the Year Rsus [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 749,085        
PEO | Year Over Year Change In Value Of Prior Years Awards That Vested During The Year Rsus [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 198,528        
PEO | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions During the Year Rsus [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (957,996)        
PEO | Mr Sutton [Member] | Stock Awards [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (10,695,459)        
PEO | Mr Sutton [Member] | Equity Value [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 15,974,865        
PEO | Mr Sutton [Member] | Equity Value Psus [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 15,985,248        
PEO | Mr Sutton [Member] | Fair Value Of Current Year Equity Awards At Year End Psus [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 4,266,405        
PEO | Mr Sutton [Member] | Year Over Year Change In Value Of Prior Years Awards Unvested At Year End Psus [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 4,532,409        
PEO | Mr Sutton [Member] | Year Over Year Change In Value Of Prior Years Awards That Vested During The Year Psus [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 9,618,131        
PEO | Mr Sutton [Member] | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions During the Year Psus [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (2,431,697)        
PEO | Mr Silvernail [Member] | Stock Awards [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (17,193,607)        
PEO | Mr Silvernail [Member] | Equity Value [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 44,202,488        
PEO | Mr Silvernail [Member] | Equity Value Psus [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 44,202,488        
PEO | Mr Silvernail [Member] | Fair Value Of Current Year Equity Awards At Year End Psus [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 44,202,488        
Non-PEO NEO | Stock Awards [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (2,664,904)        
Non-PEO NEO | Equity Value [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 7,615,555        
Non-PEO NEO | Equity Value Psus [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 5,897,779        
Non-PEO NEO | Fair Value Of Current Year Equity Awards At Year End Psus [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 3,132,613        
Non-PEO NEO | Year Over Year Change In Value Of Prior Years Awards Unvested At Year End Psus [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,375,906        
Non-PEO NEO | Year Over Year Change In Value Of Prior Years Awards That Vested During The Year Psus [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,389,260        
Non-PEO NEO | Equity Value Rsus [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,717,776        
Non-PEO NEO | Fair Value Of Current Year Equity Awards At Year End Rsus [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,576,365        
Non-PEO NEO | Year Over Year Change In Value Of Prior Years Awards Unvested At Year End Rsus [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 148,075        
Non-PEO NEO | Year Over Year Change In Value Of Prior Years Awards That Vested During The Year Rsus [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (6,664)        
v3.25.1
Recovery of Erroneously Awarded Compensation
12 Months Ended
Dec. 31, 2024
Restatement Determination Date:: 2023-12-31  
Erroneously Awarded Compensation Recovery  
Erroneous Compensation Analysis
Clawback or Forfeiture of Incentive Awards
Our current and former Section 16 officers are subject to a robust
International Paper Company Clawback Policy
(the “
Clawback Policy
”), adopted by our Board of Directors in 2023. The
Clawback Policy
is administered by the MDCC and is compliant with the SEC final rule and NYSE listing standards and supplements clawback provisions under our plan documents. Under our
Clawback Policy
, both short-term and long-term incentive awards for current and former executive officers are subject to mandatory clawback under our Dodd-Frank compliant
Clawback Policy
. Additional discretionary clawback provisions apply under our plan documents. Our
Clawback Policy
requires mandatory clawback of incentive-based compensation received by current and former executive officers in the event of an accounting restatement
regardless of wh
et
her the executive officer was responsible for the causes of the restatement. Under our plan documents, the MDCC has discretion to clawback compensation if the Company’s financial statements are restated as a result of errors, omission, or fraud. In addition, the MDCC may, at its discretion, based on the facts and circumstances, require all or a portion of short- term and long-term awards to be forfeited in the event a participant engages in conduct that is detrimental to the business interests or reputation of the Company, including any violation of any
Non-Competition
and
Non-Solicitation
Agreement to which such participant is a party or violation of the
Code of Conduct
. Additionally, the MDCC may, in its discretion, based on the facts and circumstances, require an NEO who does not provide
one-year’s
notice of retirement to forfeit his or her short- term and long-term incentive awards.
The foregoing summary of our
Clawback Policy
does not purport to be complete and is qualified by reference to our
Clawback Policy
, a copy of which can be found as Exhibit 97 to our Annual Report on Form
10-K
for the fiscal year ended December 31, 2024, filed with the U.S. Securities and Exchange Commission on February 21, 2025.
Our
Clawback Policy
is available on the Company’s website at www.internationalpaper.com under the “Investors” tab and then under the “Governance” link.
v3.25.1
Award Timing Disclosure
12 Months Ended
Dec. 31, 2024
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
Equity Grant Practices
Equity awards 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 newly-hired and newly-eligible participants 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. Service-based restricted stock awards under our Recognition Award Program may be granted on the first day of any month by our senior vice president, chief people and strategy officer (as delegated by the Board), within parameters approved by the MDCC. An award to a Board-appointed executive officer requires approval by the MDCC (or by the independent members of the Board for the CEO).
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, stock appreciation rights 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.
The framework for making grants set forth above 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 GAAP in the United States a
nd
is transparently disclosed in our SEC filings.
Award Timing Method Equity awards 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.
Award Timing MNPI Considered false
MNPI Disclosure Timed for Compensation Value false
v3.25.1
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted false
Insider Trading Policies and Procedures Not Adopted
Insider Trading Policy and Procedures
The Company has adopted comprehensive and detailed policies governing the purchase, sale and/or other dispositions of Com
p
any securities by our employees and Board members that we believe are reasonably designed to promote compliance with insider trading laws, rules, regulations, the New York Stock Exchange and London Stock Exchange listing standards and the UK Market Abuse Regulation. Our
Insider Trading Policy
prohibits our employees and directors and others from trading in securities of International Paper and other companies while in possession of material,
non-public
information about the Company. Our
Insider Trading Policy
also prohibits our employees from disclosing material,
non-public
information of International Paper, or another publicly traded company, to others who may trade on the basis of that information. It is the Company’s policy to comply with the federal securities laws and the applicable exchange listing requirements in regard to its policies governing purchase, sale and/or other dispositions of its own securities. Additionally, the Company requires certain officers of the Company to only transact in International Paper securities during an open window period. Our Section 16 officers and Board members are required to obtain approval in advance of transactions in our common stock. Our
Insider Trading Policy
also strictly prohibits our Section 16 officers and members of our Board of Directors from holding Company securities in a margin account or pledging those securities as collateral for a loan. Lastly, the
Insider Trading Policy
prohibits all Company officers (but no other employees) and members of our Board of Directors from engaging in any of the following short-term or speculative transactions involving Company securities: short sales; publicly traded options, such as puts, calls or other derivative instruments; and hedging and monetization transactions, such as
zero-cost
collars and forward-sale contracts.
The foregoing summary of our
Insider Trading Policy
does not purport to be complete and is qualified by reference to our
Insider Trading Policy
, a copy of which can be found as Exhibit 19 to our Annual Report on Form
10-K
for the fiscal year ended December 31, 2024, filed with the U.S. Securities and Exchange Commission on February 21, 2025.