INTERNATIONAL PAPER CO NEW
For the period ended May 12, 2025. Filed Apr 1, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 12, 2025 · Filed Apr 1, 2025
Contents
Performance-Based Compensation
We do not have guaranteed bonuses. Performance-based compensation is pay at risk and is tied directly to Company and/or stock performance. Company performance is based on the achievement of specific financial goals, as described below. Individual performance is rewarded upon achievement of specificpre-established objectives or priorities.
| Element | IP Incentive Plan /Program | 2024 Performance Metrics | MetricWeight | Individual Performance Modifier |
|---|---|---|---|---|
| Short-Term Incentive Plan | Annual Incentive Plan (AIP) | • Adjusted EBITDA1 | 70% | Yes |
| • Revenue | 20% | |||
| • Cash Conversion1 | 10% | |||
| Long-Term Incentive Plan | Performance Stock Units (PSUs) | • Adjusted ROIC1 | 50% | No |
| • Relative TSR | 50% | |||
| Restricted Stock Units (RSUs) | • Stock price performance | n/a | No | |
| • Continued employment through vesting · n/a | ||||
| 1 | See Appendix A for non-GAAP financial measure definitions and reconciliation of Adjusted EBITDA, components of Cash Conversion and Adjusted ROIC to the most directly comparable GAAP measures. |
Other equity awards, including awards of stock and time-based restricted stock/units, may be granted from time to time under limited circumstances to address specific recruitment, retention or other recognition efforts. All compensation,
| 68 \ | International Paper 2025 Proxy Statement |
|---|
Compensation Discussion & Analysis (CD&A) / 4/Elements of Our Executive Compensation Program
including any such equity awards, must be approved by the MDCC. Grants of equity awards to the CEO are approved by the independent members of the Board.
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