INTERNATIONAL PAPER CO /NEW/
For the period ended Dec 31, 2025. Filed Mar 27, 2026.
View on SEC.govAbout this filing
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.
Dec 31, 2025 · Filed Mar 27, 2026
Contents
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 |
|---|---|
| Election of 11 Directors | FOR |
| Ratification of Deloitte & Touche LLP as the Company’s Independent Auditor for 2026 | FOR |
| Non-Binding Resolution to Approve the Compensation of Our Named Executive Officers | FOR |
Consider any other business properly brought before the meeting.
| 12 \ | International Paper 2026 Proxy Statement |
|---|
Proxy Summary / Board Nominees
Board Nominees
All nominees are currently directors of International Paper.
| DirectorSince · Board Committees | |||
|---|---|---|---|
| Name · Primary Occupation · Age · A&F · GOV · MDCC · STS | |||
| Christopher M. ConnorLead Director | Retired Chairman and Chief ExecutiveOfficer, The Sherwin-Williams Company | 70 | 2017 |
| Jamie A. Beggs* | Senior Vice President and Chief FinancialOfficer, Avient Corporation | 49 | 2024 |
| Ahmet C. Dorduncu | Retired Chief Executive Officer,Akkök Group | 72 | 2011 |
| Anders Gustafsson* | Chairman,Zebra Technologies Corporation | 65 | 2019 |
| Jacqueline C. Hinman | Chief Executive Officer,Atlas Technical Consultants | 64 | 2017 |
| Clinton A. Lewis, Jr. | Retired Chief Executive Officer,AgroFresh Solutions, Inc. | 59 | 2017 |
| David A. Robbie* | Retired Group Finance Director,Rexam, PLC | 62 | 2025 |
| Andrew K. Silvernail | Chairman and Chief Executive Officer | 55 | 2024 |
| Kathryn D. Sullivan | Senior Fellow Potomac Institute forPolicy Studies; Ambassador-at- Large,Smithsonian National Air & Space Museum | 74 | 2017 |
| Scott A. Tozier* | Retired Chief Financial Officer and Strategic Advisor to the CEO, Albemarle Corporation | 60 | 2024 |
| Anton V. Vincent | President,Mars Snacking North America and Global Ice Cream | 61 | 2021 |
| A&F: Audit and FinanceGOV: Governance | MDCC: Management Development and CompensationSTS: Safety, Technology and Sustainability | Member | Committee Chair |
|---|
- Denotes Board-designated Audit Committee Financial Expert
Board Nominees Snapshot
| Tenure | Age |
|---|
In the past 5 years,
we've added five new
directors with key
areas of expertise
and new perspectives
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Proxy Summary / Board Nominees
Refreshed Board
The Board continually considers potential director candidates in
anticipation of retirements, resignations or the need for additional
capabilities. In 2026, the Company updated its Corporate Governance
Guidelines to sunset the mandatory retirement age of 75 effective
December 31, 2026, and adopt a 12-year director term-limit model,
which may be extended if the Board determines that doing so is in the
best interests of shareowners. The Board’s mandatory retirement age
policy will continue to apply to all directors currently serving on the
Board through December 31, 2026, after which director service will be
governed by the term‑limit policy rather than age‑based criteria.
To prepare for future transitions related to these changes, the Board has
engaged a search firm to assist in recruiting directors and evaluate our
current director skill sets, ensuring we have the right people with the
right expertise to support our strategy and governance priorities. The
Board is committed to identifying highly qualified women candidates to
maintain and strengthen perspectives in the boardroom.
Director candidates are assessed for independence, tenacity, skills,
expertise and perspectives. Candidates meet with the Board to ensure
alignment with culture and are screened for conflicts of interest.
Board Changes in the Past 5 Years•Five new independent directors with key areas of expertise and new perspectives have joined our Board •Three new members of our audit committee are financial experts with extensive experience as chief financial officers of public companies.
Experience
| CEO LeadershipExperience | 64% | Manufacturing | 73% | Supply Chain | 64% |
| Financial Expert | 64% | Marketing | 64% | Sustainability | 91% |
| InternationalOperations | 91% | StrategicPlanning | 100% | Technology/Cybersecurity | 55% |
| Governance HighlightsWe believe sound corporate governance is critical to achieving business success and serves the best interests of our shareowners. Highlights of our commitment to sound governance practices are shown below. | |
| Annual elections and majority voting for directors, with a director resignation policy Shareowner right to call special meetings Shareowner right to act by written consent Shareowner right to proxy access Robust independent Lead Director role | Strong stock ownership and retention requirements Robust oversight of sustainability Active engagement with our shareowners Focus on board composition and refreshment, with director term-limit policy (effective March 2026) Strong anti-hedging and anti-pledging stock trading provisions and Clawback Policy |
| 14 \ | International Paper 2026 Proxy Statement |
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Proxy Summary / 2025 Executive Compensation Overview
2025 Executive Compensation Overview
Our executive compensation program is designed around two guiding principles: pay for performance and pay at risk.
- Pay for Performance
We reward achievement of specific goals that improve our financial performance and drive strategic initiatives to ensure sustainable
long-term profitability.
2025 Outcomes
Payouts under our Long-Term Incentive Plan (“LTIP”) are based predominantly on three-year Company performance. Members of our Executive Leadership Team (ELT) receive 100% performance stock units. Our Short-Term Incentive (“STI”) award is now based on performance metrics for each business unit with individual performance modifiers eliminated to support a team-oriented culture. Achievement against the Company metrics for our STI plan resulted in awards of 87.9% of target (corporate center). 2023-2025 performance-based awards under the LTIP vested at 73.81% of target.
- Pay at Risk
We believe a significant portion of an executive’s compensation should be specifically tied to performance. For 2025, 93% of our CEO’s
target compensation and, on average, 81% of our other NEOs’ target compensation, was based on Company and/or stock performance
and was therefore at risk, as shown below.
| CEO Target Pay Mix | Average Other NEOs Target Pay Mix |
|---|
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.