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Pay vs Performance Disclosure

12 Months Ended

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 required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation

S-K,

the following tables comprise the Company’s Pay Versus Performance disclosures. The following table shows the total compensation for our NEOs for the past four fiscal years as set forth in the Summary Compensation Table, the “compensation actually paid” to our CEO and, on an average basis, our other NEOs (in each case, as determined under SEC rules), our TSR, the TSR of our peer group over the same period, our net income/(loss), and our financial performance measure for compensatory purposes, Adjusted EBITDA.


Fiscal Year (a)	Summary Compensation Table Total for CEO ($) (b)		Compensation Actually Paid to CEO ($) (c)		Average Summary Compensation Table Total for Other Named Executive Officers (NEOs) ($) (d)		Average Compensation Actually Paid to Other Named Officers (NEOs) ($) (e)		Value of Initial Fixed $100 Investment Based On:				Net Income (Loss) ($) (h)		Company Selected Measures
Fiscal Year (a)	Summary Compensation Table Total for CEO ($) (b)		Compensation Actually Paid to CEO ($) (c)						Company Total Shareholder Return ($) (f)		2023 Peer Group Shareholder Return ($) (g)		Net Income (Loss) ($) (h)		Adjusted EBITDA # (i)
2023		12,845,526		5,255,432		2,975,016		1,332,603		100		122		288		2,234
2022		13,654,752		6,482,688		2,611,637		1,443,810		90		102		1,504		2,859
2021		15,228,707		14,622,299		3,102,918		2,287,800		118		126		1,752		3,108
2020		18,320,199		12,582,246		4,433,997		3,344,960		114		118		482		3,103

(a)	The Pay Versus Performance table reflects required disclosures for fiscal years 2023, 2022, 2021 and 2020.

(b)	For fiscal years 2023, 2022, 2021 and 2020, Mr. Sutton was the Chief Executive Officer (CEO) for the Company. Our CEO is our PEO.

(c)

The Compensation Actually Paid (“CAP”) was calculated beginning with the CEO’s Summary Compensation Table (“SCT”) total then deducting the aggregate change in actuarial present value of his accumulated benefit under all defined benefit and actuarial pension plans reported in the SCT; deducting the amounts reported in the SCT for performance share awards; adding the fair value as of the end of the covered fiscal year of all awards granted during the fiscal year that are outstanding and unvested as of the fiscal

year-end;

adding the amount equal to the change in fair value as of the end of the covered fiscal year, whether positive or negative, of any awards granted in any prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year; adding the amount equal to the change in fair value as of the vesting date, whether positive or negative, of any award granted in any prior fiscal year for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year. Relative to the NEO’s CAP, the following amounts were deducted from and added to SCT total compensation.

CEO SCT Total to CAP Reconciliation:


			Deductions from SCT Total						Additions to SCT Total
Year	SCT Total ($) (i)		Stock Awards ($) (ii)			Change in Pension Value ($)			Equity Value ($) (iii)		Pension Value ($)		CAP ($)
2023		12,845,526		(10,551,707	)		—			2,961,613		—		5,255,432
2022		13,654,752		(11,065,795	)		—			3,893,731		—		6,482,688
2021		15,228,707		(10,487,138	)		(471,628	)		10,352,358		—		14,622,299
2020		18,320,199		(10,318,788	)		(3,761,401	)		8,342,236		—		12,582,246

(i)

Reflects the CEO’s Total Compensation reported in the SCT for each year shown.

(ii)

Represents the grant date fair value of equity-based awards granted each year.

(iii)

Represents the fair value of equity awards for each year shown, 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 for each year shown. The equity component of CAP for fiscal year 2023 is further detailed in the supplemental table below. The equity awards for fiscal year 2022 were revalued using the Sylvamo

pre-spin

share counts and Monte Carlo values provided by Aon for the relative TSR PSUs, and the post-spin adjusted share prices for the ROIC PSUs. 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 Supplemental table below.

Supplemental

CEO Equity Component of CAP for FY 2023:


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)		Equity Value Included in CAP (Sum of 1-6) ($)
2023		PSUs		4,282,720		(2,625,406	)		—		(1,636,597	)		—		617,355		638,072
2023		RSUs		2,203,017		—			—		—			—		120,524		2,323,541
2022		PSUs		10,412,792		(5,214,045	)		—		(1,984,333	)		—		679,317		3,893,731
2021		PSUs		13,314,853		(1,313,660	)		—		(2,351,646	)		—		702,811		10,352,358
2020		PSUs		9,392,775		(3,029,378	)		—		410,738			—		1,568,101		8,342,236

Equity awards granted to our CEO during the applicable periods included RSUs granted in 2023 which are subject to time-based vesting conditions, as well as PSUs granted in 2020, 2021, 2022, and 2023. 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

“CD&A-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. Fiscal year 2023 includes: Mr. Nicholls, Mr. Hamic, Mr. Saab, Mr. Wanta, and Mr. Plath. Mr. Wanta retired effective September 30, 2023. Fiscal year 2022 includes: Mr. Nicholls, Mr. Wanta, Mr. Plath, Mr. Hamic and Ms. Sharon Ryan, former Senior Vice President, General Counsel and Corporate Secretary. Ms. Ryan retired from the Company effective June 30, 2022. Fiscal year 2021 includes: Mr. Nicholls, Ms. Ryan, Mr. Wanta, Mr. Plath, Mr. Jean-Michel Ribierias, former Senior Vice President-Global Papers, and Mr. W. Michael Amick, Jr., former Senior Vice President—Papers the Americas. Mr. Ribierias and Mr. Amick separated from the Company in 2021 following completion of the spinoff of our paper business. Fiscal year 2020 includes: Mr. Nicholls, Mr. Ribieras, Ms. Ryan and Mr. Wanta.

(e)

The Average Compensation Actually Paid was calculated by averaging the following when applicable, by year, the NEOs’: SCT total then deducting the aggregate change in actuarial present value of their accumulated benefit under all defined benefit and actuarial pension plans reported in the SCT; deducting the amounts reported in the SCT for performance share awards; adding the fair value as of the end of the covered fiscal year of all awards granted during the fiscal year that are outstanding and unvested as of the fiscal

year-end;

adding the amount equal to the change in fair value as of the end of the covered fiscal year, whether positive or negative, of any awards granted in any prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year; adding the amount equal to the change in fair value as of the vesting date, whether positive or negative, of any award granted in any prior fiscal year for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year. Relative to CAP, the following amounts were deducted from and added to SCT total compensation.

Average Other NEOs SCT Total to CAP Reconciliation:


			Deductions from SCT Total						Additions to SCT Total
Year	SCT Total ($) (i)		Stock Awards ($) (ii)			Change in Pension Value ($)			Equity Value ($) (iii)		Pension Value ($)		CAP ($)
2023		2,975,016		(2,005,318	)		(158,336	)		521,241		—		1,332,603
2022		2,611,637		(1,757,510	)		—			589,683		—		1,443,810
2021		3,102,918		(1,566,773	)		( 17,964	)		769,619		—		2,287,800
2020		4,433,997		(2,069,163	)		(839,243	)		1,819,369		—		3,344,960

(i)

Reflects the average of the other NEOs’ Total Compensation reported in the SCT for each year shown.

(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 awards for each year shown, 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 2023 is further detailed in the supplemental table below. The average equity awards for fiscal year 2022 were revalued using the Sylvamo

pre-spin

share counts and Monte Carlo values provided by Aon for the relative TSR PSUs, and the post-spin adjusted share prices for the ROIC PSUs. 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 2023:


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)		Equity Value Included in CAP (Sum of 1-6) ($)
2023		PSUs		738,687		(435,531	)		—		(223,250	)		—		81,881		161,787
2023		RSUs		340,844		—			—		—			—		18,610		359,454
2022		PSUs		1,653,797		(783,958	)		—		(384,252	)		—		104,096		589,683
2021		PSUs		1,529,272		(426,125	)		—		(420,173	)		—		86,645		769,619
2020		PSUs		1,923,667		(540,187	)		—		144,863			—		291,026		1,819,369

Equity awards granted to our other NEOs during the applicable periods included RSUs granted in 2023 which are subject to time-based vesting conditions, as well as PSUs granted in 2020, 2021, 2022, and 2023. 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

“CD&A-Elements

of Our Compensation Program-Long-Term Incentive Plan.”

(f)	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.

(g)

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, 2023. For the year ended December 31, 2023, the peer group companies were DS Smith PLC, Klabin S.A., Mondi Group, Packaging Corporation of America, Smurfit Kappa Group, Stora Enso Group, and WestRock Company (there were no changes to the companies in this peer group in 2023 compared to 2022). The amount represents an initial fixed December 31, 2019, assuming reinvestment of all dividends.

(h)	Represents the Company’s Net Earnings (Loss) Attributable to International Paper (in millions) for each applicable fiscal year-end 2023, 2022, 2021, and 2020.

(i)

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, amortization, and cost of timber harvested. 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 B hereto.

Company Selected Measure Name

Adjusted EBITDA

Named Executive Officers, Footnote

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

PEO Total Compensation Amount

$ 12,845,526

$ 13,654,752

$ 15,228,707

$ 18,320,199

PEO Actually Paid Compensation Amount

$ 5,255,432

6,482,688

14,622,299

12,582,246

Adjustment To PEO Compensation, Footnote

CEO SCT Total to CAP Reconciliation:


			Deductions from SCT Total						Additions to SCT Total
Year	SCT Total ($) (i)		Stock Awards ($) (ii)			Change in Pension Value ($)			Equity Value ($) (iii)		Pension Value ($)		CAP ($)
2023		12,845,526		(10,551,707	)		—			2,961,613		—		5,255,432
2022		13,654,752		(11,065,795	)		—			3,893,731		—		6,482,688
2021		15,228,707		(10,487,138	)		(471,628	)		10,352,358		—		14,622,299
2020		18,320,199		(10,318,788	)		(3,761,401	)		8,342,236		—		12,582,246

(i)

Reflects the CEO’s Total Compensation reported in the SCT for each year shown.

(ii)

Represents the grant date fair value of equity-based awards granted each year.

(iii)

pre-spin

Supplemental

CEO Equity Component of CAP for FY 2023:


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)		Equity Value Included in CAP (Sum of 1-6) ($)
2023		PSUs		4,282,720		(2,625,406	)		—		(1,636,597	)		—		617,355		638,072
2023		RSUs		2,203,017		—			—		—			—		120,524		2,323,541
2022		PSUs		10,412,792		(5,214,045	)		—		(1,984,333	)		—		679,317		3,893,731
2021		PSUs		13,314,853		(1,313,660	)		—		(2,351,646	)		—		702,811		10,352,358
2020		PSUs		9,392,775		(3,029,378	)		—		410,738			—		1,568,101		8,342,236

Non-PEO NEO Average Total Compensation Amount

$ 2,975,016

2,611,637

3,102,918

4,433,997

Non-PEO NEO Average Compensation Actually Paid Amount

$ 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 from SCT Total						Additions to SCT Total
Year	SCT Total ($) (i)		Stock Awards ($) (ii)			Change in Pension Value ($)			Equity Value ($) (iii)		Pension Value ($)		CAP ($)
2023		2,975,016		(2,005,318	)		(158,336	)		521,241		—		1,332,603
2022		2,611,637		(1,757,510	)		—			589,683		—		1,443,810
2021		3,102,918		(1,566,773	)		( 17,964	)		769,619		—		2,287,800
2020		4,433,997		(2,069,163	)		(839,243	)		1,819,369		—		3,344,960

(i)

Reflects the average of the other NEOs’ Total Compensation reported in the SCT for each year shown.

(ii)

Represents the average of the other NEOs’ grant date fair value of equity-based awards granted each year.

(iii)

pre-spin

share counts and Monte Carlo values provided by Aon for the relative TSR PSUs, and the post-spin adjusted share prices for the ROIC PSUs. 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 2023:


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)		Equity Value Included in CAP (Sum of 1-6) ($)
2023		PSUs		738,687		(435,531	)		—		(223,250	)		—		81,881		161,787
2023		RSUs		340,844		—			—		—			—		18,610		359,454
2022		PSUs		1,653,797		(783,958	)		—		(384,252	)		—		104,096		589,683
2021		PSUs		1,529,272		(426,125	)		—		(420,173	)		—		86,645		769,619
2020		PSUs		1,923,667		(540,187	)		—		144,863			—		291,026		1,819,369

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 following represent the three 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 B 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

$ 100

118

114