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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
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 CAP to Other Named Officers (NEOs) ($) (c)		Company Total Shareholder Return ($) (e)		2024 Peer Group Shareholder Return ($) (f)		Net Income (Loss) ($) (g)		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 ($) (i)		Deductions from SCT Total						Additions to SCT Total				CAP ($)
Year	SCT First CEO Total ($) (i)		SCT Second CEO Total ($) (i)		Stock Awards ($) (ii)				Equity Value ($) (iii)		Pension Value ($)		CAP ($)
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:

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.

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:

2024: Messrs. Nicholls, Hamic, Ellis, and Royalty.

ii.

iii.

2022: Messrs. Nicholls, Wanta, Plath, Hamic and Ms. Sharon Ryan, a former senior vice president, who retired effective June 30, 2022.

iv.

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

Adjustment To PEO Compensation, Footnote

CEO SCT Total to CAP Reconciliation:


Year	SCT First CEO Total ($) (i)		Deductions from SCT Total						Additions to SCT Total				CAP ($)
Year	SCT First CEO Total ($) (i)		SCT Second CEO Total ($) (i)		Stock Awards ($) (ii)				Equity Value ($) (iii)		Pension Value ($)		CAP ($)
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)

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	)

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)

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

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

118

114

Peer Group Total Shareholder Return Amount

143

121

100