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 whether 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.