DEF 14A of International Paper Co /New/, Apr 2, 2024

DEF 14A of International Paper Co /New/

Filed Apr 2, 2024 · FY20230001193125-24-084358

Open on EDGAR

  1. Senior Vice President, General Counsel and Corporate Secretary

    | Executive Compensation Tables | 78 | | Summary Compensation Table | 78 | | Other Grants of Plan-Based Awards During 2023 | 80 | | Outstanding Equity Awards at December 31, 2023 | 82 | | Stock Vested in 2023 | 83 | | Pension Benefits in 2023 | 83 | | Nonqualified Deferred Compensation in 2023 | 86 | | Post-Employment Termination Benefits | 87 | | Pay Versus Performance | 93 | | CEO Pay Ratio | 97 | | ITEM 4 Approval of 2024 Long-Term Incentive Compensation Plan | 99 | | Ownership of Company Stock | 109 | | ITEM 5 Shareowner Proposal Concerning Shareowner Opportunity to Vote on Excessive Golden Parachutes | 112 | | ITEM 6 Shareowner Proposal Concerning a Report on the Company’s LGBTQ+ Equity and Inclusion Efforts | 116 | | Delinquent Section 16(a) Reports | 119 | | Information About the Annual Meeting | 120 | | Appendix A – 2024 Long-Term Incentive Compensation Plan | A-1 | | Appendix B – Reconciliations of Non-GAAP Measures | B-1 |

  2. Senior Vice President, General Counsel and Corporate Secretary

    | 2023 Incentive Plan Design Overview With Metrics and Weightings | 52 | | How and Why We Choose Our Performance Metrics | 61 | | NEO Compensation | 68 | | Pay Versus Performance | 93 | | How do I attend the annual meeting? | 120 |

  3. Senior Vice President, General Counsel and Corporate Secretary

    | | Payouts under our Performance Share Plan (“PSP”) and Long-Term Incentive Plan (“LTIP”) are based predominantly on three-year Company performance. In 2023, we began incorporating 20% time-based restricted stock units to encourage retention. | | | The CEO’s Short-Term Incentive (“STI”) award is based solely on Company performance; awards for other NEOs are subject to individual performance modifiers. | | | Achievement against the Company metrics for our STI plan resulted in awards of 22.7% of target. | | | 2021-2023 performance-based awards under the PSP vested at 75.17% of target. |

  4. Senior Vice President, General Counsel and Corporate Secretary

    | ESG Modifier for STI and LTI Payouts | | Our ESG performance impacts our executive compensation as: A factor in measuring individual performance for modifying STI payouts (except with respect to the CEO), and A driver of long-term shareowner value, which is measured by Total Shareholder Return (“TSR”) performance in our LTIP. |

  5. Senior Vice President, General Counsel and Corporate Secretary

    | • | Our compensation mix is appropriately balanced and incentive compensation is not overly weighted toward short-term performance at the expense of long-term value creation; |

  6. Senior Vice President, General Counsel and Corporate Secretary

    | • | Our short-term incentive compensation award pool is appropriately capped, thereby limiting payout potential; |

  7. Senior Vice President, General Counsel and Corporate Secretary

    | • | The committee maintains strict controls over the Company’s equity granting practices, and our incentive compensation plan prohibits option re-pricing without shareowner approval. |

  8. Senior Vice President, General Counsel and Corporate Secretary

    | • | Provide total compensation comprising both cash and equity elements that targets the median level of compensation paid by our Compensation Comparator Group (“CCG”), which is described in the Compensation Discussion & Analysis section of this Proxy Statement; |

  9. Senior Vice President, General Counsel and Corporate Secretary

    | Our Director Pay Principles | | Our 2023 Director Pay Policies and Practices | | | Target compensation at median of CCG | • Maintained mix of cash and equity in line with cross-section of similar companies (CCG), which total compensation was at the median level of companies included in our CCG | | | Align the interests of our directors with the interests of our shareowners | • Paid 58% of regular board fees in the form of equity to ensure that directors, like shareowners, have a personal stake in the Company’s financial performance | | | Attract and retain top director talent | • Compensated directors competitively, based on a cross-section of similar companies (CCG) | | | Maintain flexibility to meet the needs of a diverse group of directors | • Continued to allow directors to elect to take equity in place of cash and to elect to defer their fees until retirement |

  10. Senior Vice President, General Counsel and Corporate Secretary

    Annual Retainer The annual retainer is $283,000, of which $120,000 (42 percent) is payable in cash in monthly installments and $163,000 (58 percent) is payable in equity. A director may elect to convert all or 50 percent of his or her cash retainer (plus any committee fees and Lead Director fees, as discussed below) into shares of restricted stock. To encourage director stock ownership, a director who makes this election receives a 20 percent premium of this converted cash award in additional shares of restricted stock. Eight of the 10 non-employee directors serving during 2023 elected to receive stock in lieu of all or 50 percent of the cash award and are receiving the applicable premium. Restrictions on shares awarded to our directors under our current compensation plan lapse one year from the date of grant, and then the shares are freely transferable, subject to our director stock ownership requirement and securities regulations. Directors may also elect to defer receipt of some or all of their equity retainer. Directors who make this election receive restricted stock units (“RSUs”) in lieu of restricted stock. RSUs are not transferable until a director’s retirement from the Board, death or disability. The cash value of RSUs is paid in January following retirement, death or disability. Four of the 10 non-employee directors serving during 2023 elected to defer payment of all or a portion of their equity compensation until retirement, death or disability. Elections with regard to form of payment and deferrals are made in December preceding each service year. We use the closing market price of the Company’s common stock on the day preceding our annual meeting in May to calculate the equivalent number of shares for the $163,000 equity retainer and any restricted stock elected by our directors in lieu of their cash retainer. RSUs are settled in cash based on the closing price of the Company’s common stock as of December 31st of the year of the director’s retirement, death or disability. Directors earn dividends on their shares of stock and RSUs, which they may elect to receive either as cash or in the form of additional shares of restricted stock or RSUs. Dividends are paid to the director at the time the underlying award is vested or settled.

  11. Senior Vice President, General Counsel and Corporate Secretary

    | Director Compensation / Non-employee Director Compensation Table |

  12. Senior Vice President, General Counsel and Corporate Secretary

    | Name of Director | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Christopher M. Connor | | 334,499 | 334,499 | | Ahmet C. Dorduncu | 132,837 | 163,012 | 295,849 | | Ilene S. Gordon | | 326,994 | 326,994 | | Anders Gustafsson | | 316,998 | 316,998 | | Jacqueline C. Hinman | | 326,994 | 326,994 | | Clinton A. Lewis, Jr. | | 307,002 | 307,002 | | DG Macpherson* | | 307,002 | 307,002 | | Kathryn D. Sullivan | 72,917 | 250,033 | 322,950 | | Anton V. Vincent | | 316,998 | 316,998 | | Ray G. Young | | 332,008 | 332,008 |

  13. Senior Vice President, General Counsel and Corporate Secretary

    | (1) As described above, certain directors elected to receive shares of restricted stock in lieu of cash and therefore had no cash compensation during 2023. |

  14. Senior Vice President, General Counsel and Corporate Secretary

    | (2) The value of stock awards shown in the “Stock Awards” column is based on grant date fair value calculated under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. The grant date fair value of the equity awards shown in the “Stock Awards” column is based on the closing price of the Company’s common stock on the last business day immediately preceding the date of grant, which was May 5, 2023. Directors who elect to defer their equity retainer fee receive RSUs rather than restricted stock. Restrictions on shares awarded to our directors under our current compensation plan lapse one year from the date of grant, and then the shares are freely transferable, subject to our director stock ownership requirement and securities regulations. RSUs are not transferable until a director’s retirement from the Board, death or disability. The cash value of RSUs is paid in January following retirement, death or disability. |

  15. Senior Vice President, General Counsel and Corporate Secretary

    The following table shows the aggregate number of unvested shares of restricted stock and RSUs outstanding as of December 31, 2023, for each non-employee director who served as of that date.

  16. Senior Vice President, General Counsel and Corporate Secretary

    | Name of Director | Aggregate Number of Shares Outstanding That Have Not Vested and RSUs (#) | | Christopher M. Connor | 59, 132 | | Ahmet C. Dorduncu | 5,039 | | Ilene S. Gordon | 10,108 | | Anders Gustafsson | 9,799 | | Jacqueline C. Hinman | 12,053 | | Clinton A. Lewis, Jr. | 53,961 | | DG Macpherson* | 20,950 | | Kathryn D. Sullivan | 9,298 | | Anton V. Vincent | 24,847 | | Ray G. Young | 85,956 | | Total | 291,143 |

  17. 2023 Named Executive Officers (NEOs)

    2023 Named Executive Officers (NEOs)

  18. 2023 Named Executive Officers (NEOs)

    | Mark S. Sutton | Chairman of the Board and Chief Executive Officer (Principal Executive Officer) | | Timothy S. Nicholls | Senior Vice President and Chief Financial Officer (Principal Financial Officer) | | W. Thomas Hamic | Senior Vice President, North American Container and Chief Commercial Officer | | Joseph R. Saab | Senior Vice President, General Counsel and Corporate Secretary | | Thomas J. Plath | Senior Vice President, Human Resources and Corporate Affairs | | Gregory T. Wanta | Former Senior Vice President |

  19. 2023 Named Executive Officers (NEOs)

    Mr. Wanta retired from the Company effective September 30, 2023, after a long and successful career spanning 32 years.

  20. Management Development and Compensation Committee

    | Introduction | 47 | | 2023 Named Executive Officers | 47 | | Compensation Committee Report | 47 | | 1/ Executive Summary | 49 | | 2023 Financial Highlights | 49 | | 2023 Executive Compensation Highlights | 49 | | Responsiveness to Shareowners — Say-on-Pay Consideration | 53 | | Compensation Governance Best Practices | 54 | | 2/ How We Design Our Executive Compensation Program to Pay for Performance | 55 | | Executive Compensation Philosophy | 55 | | Pay-for-Performance — CCG Analysis | 55 | | Peer Group Benchmarking | 57 | | 3/ How We Make Compensation Decisions | 58 | | Role of the Management Development and Compensation Committee | 58 | | Role of Management | 58 | | Role of Compensation Consultants | 58 | | 4/ Elements of Our Executive Compensation Program Overview | 59 | | Overview | 59 | | Base Salary | 60 | | Performance-Based Compensation | 60 | | How and Why We Chose Our Performance Metrics | 61 | | Why We Use Different Peer Groups | 62 |

  21. Management Development and Compensation Committee

    | Short-Term Incentive | 63 | | Annual Incentive Plan (“AIP”) | 63 | | Long-Term Incentive | 64 | | Long-Term Incentive Plan (“LTIP”) | 64 | | Other Equity Awards | 66 | | Other Compensation Elements | 66 | | Retirement and Benefit Plans | 66 | | Change-in-Control (“CIC”) Agreements | 67 | | Perquisites | 67 | | 5/ NEO Compensation | 68 | | Overview | 68 | | 2023 Actual Realized Compensation Compared to 2023 Targeted Compensation | 68 | | 6/ Other Matters Related to Governance and Compensation | 75 | | Insider Trading and Anti-Hedging/Anti-Pledging Policies | 75 | | Officer Stock Ownership and Retention Requirements | 75 | | Board Policy on Personal Use of Company Aircraft | 75 | | Board Policy on Non-CIC Severance Agreements with Senior Executives | 76 | | Clawback or Forfeiture of Incentive Awards | 76 | | Non-Competition and Non-Solicitation Agreements | 76 | | Prohibition on Repricing; No Stock Option Grants | 76 | | Equity Grant Practices | 76 | | Deductibility of Executive Compensation | 77 | | Accounting for Stock-Based Compensation | 77 |

  22. Management Development and Compensation Committee

    | (1) Adjusted EBITDA is a non-GAAP financial measure that is used as a performance metric in our short-term incentive compensation plan, the Annual Incentive Plan (or AIP). See Section 4 or information regarding how Adjusted EBITDA is calculated and Appendix B for a reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure. |

  23. Management Development and Compensation Committee

    | No increase was made to our CEO’s target direct compensation (base salary, STI and LTI) in 2023. |

  24. Management Development and Compensation Committee

    | Environmental, social and governance (“ESG”) performance impacts our executive compensation as a: factor in measuring individual performance for modifying STI payouts (see page 64 for more details), and factor in our shareowners’ decision to invest in our stock which influences TSR performance in our LTI plan. |

  25. Management Development and Compensation Committee

    | Based on a comprehensive review in 2022 of both the short- and long-term incentive compensation plans, the following changes were made to our 2023 incentive plans: |

  26. Management Development and Compensation Committee

    | Short-term incentive plan (see pages 63-64) • Expanded eligibility • Changed name to Annual Incentive Plan (AIP) • Adjusted the metric weightings Long-term incentive plan (see pages 64-66) • Changed name to Long-Term Incentive Plan (LTIP) • Added RSUs, on a tiered basis, with the SLT awards tiered at 80% PSUs and 20% RSUs |

  27. Management Development and Compensation Committee

    | For 2023, our SLT’s LTI Plan consists of 80% PSUs which are based solely on achievement of Company performance metrics—no individual performance modifiers are applied (see page 64-66). |

  28. Management Development and Compensation Committee

    | | Change | Rationale | Effective Date | | Short-Term Incentive Plan | Expanded Eligibility | Expanded eligibility to ensure market competitiveness and help with our recruitment and retention efforts; added approximately 4,750 employees | July 1, 2022 | | | Name Change | Renamed Annual Incentive Plan (“AIP”) to more accurately describe the eligible population | January 1, 2023 | | | Adjustment of Metric Weightings | • Increased the weighting of the Revenue metric from 15% to 20% and decreased the weighting of the Cash Conversion metric from 15% to 10% to strengthen the focus on top-line profitable growth • The Adjusted EBITDA metric remains unchanged at a 70% weighting, maintaining a heavy emphasis on margin and improving profitable growth | January 1, 2023 | | Long-Term Incentive Plan | Name Change | Renamed Long-Term Incentive Plan (“LTIP”) to more accurately describe equity vehicles offered | January 1, 2023 | | | Add RSUs and Tiering of Vehicle Mix Between PSUs and RSUs | • Incorporated time-based RSU awards, in addition to the existing performance-based PSU awards, to provide a more competitive offering through better alignment with market, which we believe will help with our recruitment and retention efforts • Use of RSUs is tiered with a much heavier performance orientation at senior management levels. This appropriately places a higher risk/reward ratio on senior executives while increasing focus on retention deeper in the organization. • LTIP awards to senior executives, including the NEOs, consists of 80% PSUs and 20% RSUs | January 1, 2023 |

  29. Annual Incentive Plan (AIP)

    Annual Incentive Plan (AIP)

  30. Annual Incentive Plan Payout Scale

    Annual Incentive Plan Payout Scale All Metrics: Below Threshold (0% Payout) Threshold (50% Payout)

  31. Target (100% Payout)

    Target (100% Payout) Maximum (200% Payout) 2023-2025 Long-Term Incentive Plan

  32. Long-Term Incentive Plan (LTIP) Award

    Long-Term Incentive Plan (LTIP) Award

  33. Performance Stock Units (PSUs)

    Performance Stock Units (PSUs)

  34. Performance Stock Units Payout Scale

    Performance Stock Units Payout Scale

  35. ROIC (50%)

    ROIC (50%) Below Threshold (0% Payout) Threshold (50% Payout)

  36. Target (100% Payout)

    Target (100% Payout) Maximum (200% Payout)

  37. Relative TSR (50%)

    Relative TSR (50%) Below 25th percentile (0% Payout) 25th percentile (25% Payout)

  38. 50th percentile (100% Payout)

    50th percentile (100% Payout) At or above 75th percentile (200% Payout) * See page 62 for definitions.

  39. 50th percentile (100% Payout)

    | 52 \ | International Paper 2024 Proxy Statement |

  40. 50th percentile (100% Payout)

    2023 STI Performance Achievement

  41. 50th percentile (100% Payout)

    | Performance Metric | Target | Actual | % of Target Award Earned | Metric Weight | Weighted % of Target Award Earned | | Adjusted EBITDA* | $2.968B | $2.234B | 0.0% | 70.0% | 0.0% | | Revenue | $20.983B | $18.916B | 50.8% | 20.0% | 10.2% | | Cash Conversion* | 58.6% | 60.1% | 125.6% | 10.0% | 12.5% | | Total | | | | 100.0% | 22.7% |

  42. 50th percentile (100% Payout)

    | * Adjusted EBITDA and Cash Conversion are non-GAAP financial measures. See Section 4 for information regarding how these non-GAAP financial measures are calculated. See Appendix B for non-GAAP financial measure definitions and a reconciliation of Adjusted EBITDA and components of Cash Conversion to the most directly comparable GAAP measures. |

  43. 50th percentile (100% Payout)

    2021-2023 LTI Performance Achievement

  44. 50th percentile (100% Payout)

    | Performance Metric | Target | Actual | % of Target Award Earned | Metric Weight | Weighted % of Target Award Earned | | 3-Year Adjusted ROIC* | 8.0% | 9.51% | 150.33% | 50.0% | 75.17% | | Relative TSR | 50th Percentile | 13th Percentile | 0.0% | 50.0% | 0.0% | | Total | | | | 100.0% | 75.17% |

  45. 50th percentile (100% Payout)

    | * Adjusted ROIC is a non-GAAP financial measure. See Section 4 for information regarding how Adjusted ROIC is calculated. See Appendix B for non-GAAP financial measure definitions and a reconciliation of components of Adjusted ROIC to the most directly comparable GAAP measure. |

  46. 50th percentile (100% Payout)

    Responsiveness to Shareowners—Say-on-Pay Consideration

  47. 50th percentile (100% Payout)

    | In May 2023, our shareowners again approved our annual Say-on-Pay proposal with support from approximately 96% of votes cast (excluding broker non-votes). Over the last ten years, we have received, on average, 96% support of our NEO compensation. The MDCC views this consistently strong level of support as continued affirmation of the design and direction of our executive compensation programs. While mindful of this level of support, the MDCC and management remain firmly committed to strengthening our pay-for-performance alignment, and assessing the overall architecture of our executive compensation program. The MDCC and management will continue to use the annual “Say-on-Pay” vote as a guidepost for shareowner sentiment and will continue to engage with our shareowners and respond to feedback. | |

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  49. 50th percentile (100% Payout)

    Compensation Governance Best Practices

  50. 50th percentile (100% Payout)

    | | Pay-for-Performance. 100% of incentive pay is performance-based and/or stock performance based. | | | Change-in-Control Benefits. Change-in-control severance benefits are two times (2x) target cash compensation for our SLT (excluding the CEO) elected after 2012. | | | Double Trigger Change-in-Control Equity Vesting. Equity incentive awards have a double trigger if replacement awards are provided. Awards will not vest upon a change in control unless there is also a qualifying termination of employment. | | | Limit on Cash Severance for SLT. Aggregate severance payments to an executive officer may not exceed two times (2x) the sum of the officer’s base salary plus target cash bonus unless there is a change in control or shareowner preapproval. | | | Robust Equity Ownership and Retention Requirements. All officers are required to own IP shares equal to a multiple of their base salary and to retain 50% of after-tax equity payouts until the ownership requirement is met. The CEO’s requirement is a rigorous six times (6x) base salary. | | | Clawback of Incentive Compensation If Restatement. Mandatory cash and equity incentive compensation awards to current and former executive officers are subject to clawback in the event of a restatement. | | | Non-Competition and Non-Solicitation Agreements. We require our leaders to enter into Non-Competition Agreements and Non-Solicitation Agreements, the violation of which may result in clawback or forfeiture of incentive compensation awards. | | | Cap on CEO’s Personal Use of Company Aircraft. While our CEO is authorized to use the Company aircraft for personal travel, he is required to reimburse the Company for the incremental cost of such personal use above $75,000. | | | Multiple Performance Metrics. Short-term incentive compensation and long-term incentive compensation performance is based on multiple metrics, without any overlap, to encourage balanced initiatives. | | | Peer Groups. We use relevant compensation benchmarking and relative TSR peer groups. |

  51. 50th percentile (100% Payout)

    | | No Employment Agreements for SLT. Our U.S.-based executive officers are at-will employees with no employment contracts. | | | No Tax Gross-Ups. We do not gross up compensation payments to account for taxes. | | | No Guaranteed Annual Salary Increases or Bonuses. For the NEOs, annual salary increases are based on individual performance and market competitiveness, while their annual cash incentives are tied to corporate and individual performance. | | | No Plans that Encourage Excessive Risk-Taking. Based on the MDCC’s annual review, it was determined that the Company’s compensation practices are appropriately structured and provide no incentives to encourage employees to engage in unnecessary or excessive risk-taking. | | | No Stock Options; Thus no Repricing or Exchange of Underwater Stock Options by Policy. We discontinued granting stock options almost 20 years ago. All outstanding stock options have expired, and we have never granted stock appreciation rights (“SARs”). Our Incentive Compensation Plan does not permit repricing or exchange of underwater options or SARs without shareowner approval. | | | No Hedging or Pledging of Company Securities. Officers and directors are strictly prohibited from hedging IP securities. Directors, executive officers and other senior executives are strictly prohibited from pledging Company securities as collateral or holding securities in a margin account. | | | No Inclusion of Equity Awards in Pension Calculations. Equity awards are not included as pensionable compensation. | | | No Excessive Benefits. We offer only limited executive benefits as required to remain competitive and to attract and retain highly talented executives. | | | No Active Defined Benefit Retirement Programs. Participation in our Unfunded Supplemental Retirement Plan for Senior Managers (“SERP”) was frozen at the end of 2011 and all salaried pension plan benefits were frozen at the end of 2018. Only defined contribution retirement benefits are available. |

  52. 50th percentile (100% Payout)

    | 54 \ | International Paper 2024 Proxy Statement |

  53. 50th percentile (100% Payout)

    2/ How We Design Our Executive Compensation Program to Pay for Performance Executive Compensation Philosophy Our executive compensation program is designed to attract, retain and motivate our SLT to deliver Company performance that builds long-term shareowner value. To achieve our objectives, our program is designed around two guiding principles:

  54. 50th percentile (100% Payout)

    | Pay for Performance We reward achievement of specific goals that improve our financial performance and drive strategic initiatives to ensure sustainable long-term profitability. | Pay at Risk We believe a significant portion of an executive’s compensation should be specifically tied to performance—both Company and individual performance. |

  55. 50th percentile (100% Payout)

    Pay for Performance — CCG Analysis The MDCC reviews our CEO’s pay in relation to the Company’s performance to ensure alignment. We conduct this review against our Compensation Comparator Group (“CCG”). Our CCG is one of two reference points against which we target pay and it is the primary reference against which we benchmark our program design. (For information on the CCG, see “Peer Group Benchmarking” on page 57.) Historical CEO Pay-for-Performance Alignment The following table demonstrates the close alignment between our CEO’s realizable pay and the Company’s performance over the past five three-year performance periods as compared to our CCG.

  56. 50th percentile (100% Payout)

    | Three-Year Performance Period | Our CEO’s Realizable Pay Rank (percentile of CCG) | Our Company’s TSR Rank (percentile of CCG) | | 2020-2022 | 22nd | 17th | | 2019-2021 | 12th | 18th | | 2018-2020 | 37th | 26th | | 2017-2019 | 33rd | 29th | | 2016-2018 | 60th | 45th |

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  58. 50th percentile (100% Payout)

    Current CEO Pay-for-Performance Alignment Each point on the graph below represents a CCG CEO’s three-year realizable compensation (the cash compensation actually paid plus the economic value of equity-based grants) relative to their company’s three-year TSR performance over the period 2020-2022. Compared to our CCG, our CEO’s realizable compensation was at the 22nd percentile of our peer group while the Company delivered TSR at the 17th percentile. The MDCC believes this graph clearly illustrates a strong pay-for-performance alignment, especially when compared year over year (as shown in the table on the previous page). CEO Realizable Pay vs. TSR Performance (2020-2022)

  59. 50th percentile (100% Payout)

    | • | The graph reflects CEO compensation for each company regardless of who actually served in the CEO role. This allows us to compare CEO compensation for a full three-year period for each company and focuses on the CEO position rather than specific individuals. |

  60. 50th percentile (100% Payout)

    | • | This graph is based on the 2023 proxy statements filed by our CCG. |

  61. 50th percentile (100% Payout)

    | • | Total Shareholder Return reflects share price appreciation, adjusted for dividends and stock splits. |

  62. 50th percentile (100% Payout)

    | • | Realizable pay consists of: |

  63. 50th percentile (100% Payout)

    | 1. | actual base salary paid over the three-year period, |

  64. 50th percentile (100% Payout)

    | 2. | actual STI payouts over the three-year period, and |

  65. 50th percentile (100% Payout)

    | 3. | LTI determined as shown below, with equity awards based on December 31, 2022 market value for each company; |

  66. 50th percentile (100% Payout)

    | a. | in-the-money value of stock options granted over the three-year period; |

  67. 50th percentile (100% Payout)

    | b. | service-based restricted stock awards granted over the three-year period; |

  68. 50th percentile (100% Payout)

    | c. | performance share awards: |

  69. 50th percentile (100% Payout)

    | i. | actual shares earned using actual performance achievement for grant cycles beginning and ending between 2020 and 2022; and |

  70. 50th percentile (100% Payout)

    | ii. | target shares granted over the three-year period assuming target performance, for performance cycles that have not yet been completed. |

  71. 50th percentile (100% Payout)

    | d. | performance cash awards: |

  72. 50th percentile (100% Payout)

    | i. | actual cash paid using actual performance achievement for grant cycles beginning and ending between 2020 and 2022; and |

  73. 50th percentile (100% Payout)

    | ii. | target cash levels provided over the three-year period assuming target performance, for performance cycles that have not yet been completed |

  74. 50th percentile (100% Payout)

    | 56 \ | International Paper 2024 Proxy Statement |

  75. 50th percentile (100% Payout)

    Peer Group Benchmarking Consistent with the Company’s compensation philosophy, the MDCC generally targets each component of Total Direct Compensation (“TDC”) at the median level (50th percentile) of our primary reference point. Target compensation positioning for individual SLT members will vary from the market median based on factors such as:

  76. 50th percentile (100% Payout)

    | · | Position scope and responsibilities, as well as experience within the role; |

  77. 50th percentile (100% Payout)

    | · | Individual performance; and |

  78. 50th percentile (100% Payout)

    | · | Internal equity. |

  79. 50th percentile (100% Payout)

    The MDCC, with the assistance of FW Cook, its independent compensation consultant, uses two sources of market data, to ensure our pay remains competitive:

  80. 50th percentile (100% Payout)

    | · | Primary market reference point (used for all SLT positions) |

  81. 50th percentile (100% Payout)

    We use published survey data as our primary market reference point to ensure a robust sample size of organizations, thereby reducing year-over-year volatility in pay comparison. This survey data represents the average of two large, general industry surveys administered by WTW (formerly Willis Towers Watson) and Aon and reflects the revenue responsibility of each executive.

  82. 50th percentile (100% Payout)

    | · | Secondary market reference point (used for CEO, CFO, and other SLT positions where enough data points are available) |

  83. 50th percentile (100% Payout)

    We use CCG proxy data as our secondary market reference point. This data is limited to publicly available data of the top five paid executives at each of the 18 CCG companies.

  84. 50th percentile (100% Payout)

    | How Our CCG Is Selected We look for companies that meet the following criteria: Compete with us for executive talent; Comparable annual revenue (approximately one-half to two times), with comparable market capitalization used as a governor; Global geographic presence; Similar complexity of business operations; and Available compensation data. | How We Use Our CCG As a secondary reference point in establishing base salary ranges, short- and long-term incentive targets, and assessing competitiveness of total direct compensation awarded to our SLT; To benchmark equity vehicle and incentive plan metrics; To benchmark officer stock ownership guidelines and other executive compensation practices and policies; and To evaluate share utilization, overhang levels and annual aggregate grant value. |

  85. 50th percentile (100% Payout)

    | 2023 Compensation Comparator Group (CCG) | | | | · Ball Corporation · Berry Global Group, Inc. · Bunge Limited · Carrier Global Corporation · Crown Holdings, Inc. · Eastman Chemical Company · Eaton Corporation | · Emerson Electric Company · General Dynamics Corporation · Goodyear Tire & Rubber Company · Johnson Controls International plc · Northrop Grumman Corporation · Nucor Corporation | · Packaging Corporation of America (PCA) · Parker-Hannifin Corporation · PPG Industries, Inc. · Schlumberger Limited · WestRock Company |

  86. 50th percentile (100% Payout)

    | International Paper vs. CCG Revenue(1) IP’s Targeted TDC = CCG Median (50th percentile) 1 Based on the most recently reported four quarters as of September 2022, used in late 2022 to benchmark pay for 2023 | |

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  88. 50th percentile (100% Payout)

    | Compensation Discussion & Analysis (CD&A) / 3/How We Make Compensation Decisions |

  89. 50th percentile (100% Payout)

    3/ How We Make Compensation Decisions

  90. Role of the Management Development and Compensation Committee

    | · | Approves our compensation benchmarking process, as well as the companies used for comparison (our CCG) to ensure reasonableness and stability; |

  91. Role of the Management Development and Compensation Committee

    | · | Approves performance metrics, goals, and their respective weightings, as well as the companies against which we compare our relative performance; |

  92. Role of the Management Development and Compensation Committee

    | · | Approves the CEO’s annual objectives and conducts semi-annual performance reviews; and |

  93. Role of the Management Development and Compensation Committee

    | · | Recommends to the full Board for approval: the CEO’s base salary, target incentive opportunities (STI and LTI) and annual incentive award payment based on its assessment of the CEO’s performance. |

  94. Role of Compensation Consultants

    Role of Compensation Consultants The MDCC continued to engage Frederic W. Cook & Co. Inc. (“FW Cook”) in 2023 to serve as its independent, external compensation consultant. FW Cook has served as the MDCC’s independent, compensation consultant since 2011. The MDCC has sole authority for retaining or terminating FW Cook, as well as approving the terms of engagement, including fees. The MDCC relies on FW Cook to advise on its compensation decision-making process and has sole authority to retain and terminate the relationship, as well as to approve the terms of engagement, including fees. FW Cook works exclusively for the MDCC and provides no services to the Company, other than services provided in the firm’s capacity as the MDCC’s consultant. Accordingly, the MDCC has determined that FW Cook is independent from the Company. Separately, FW Cook has attested in writing as to its independence from the Company. The Company retains Exequity and WTW as its primary compensation consultants to advise on program design, provide and analyze benchmarking data, apprise management of evolving practices and trends, and perform other consulting services as needed. From time to time, the Company engages other consultants for special projects as needed.

  95. Role of Compensation Consultants

    | MDCC’s Consultant: Frederic W. Cook & Co., Inc. | Management’s Consultants: Exequity LLP WTW |

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  97. Role of Compensation Consultants

    4/ Elements of Our Executive Compensation Program Overview The primary elements of our executive compensation program are:

  98. Role of Compensation Consultants

    | • | base salary, |

  99. Role of Compensation Consultants

    | • | short-term (annual) cash-based incentive compensation under our Annual Incentive Plan (“AIP”), |

  100. Role of Compensation Consultants

    | • | long-term equity-based incentive compensation under our Long-Term Incentive Plan (“LTIP”) which is awarded in performance-based restricted stock units and time-based restricted stock units, and |

  101. Role of Compensation Consultants

    | • | other ad hoc equity awards and limited executive benefits. |

  102. Role of Compensation Consultants

    Total Direct Compensation (“TDC”) is the combination of fixed and variable compensation. Other compensation elements, such as our limited executive benefits, are not part of TDC, but the MDCC also reviews these elements.

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  104. Role of Compensation Consultants

    Base Salary Base salary is the only fixed element of TDC. The MDCC considers base salary increases annually based on individual performance, while taking into account whether market-based adjustments are necessary. Annual merit increases for most salaried employees across the globe, including the NEOs, are effective March 1st. The Committee increased both Mr. Hamic’s and Mr. Plath’s base salary effective January 1, 2023, as a result of organizational changes. Mr. Hamic’s base salary was increased by 14.3% in recognition of his appointment to Senior Vice President – North American Container, our largest business. Mr. Plath’s base salary was increased by 2.7% in recognition of his increased responsibilities overseeing Corporate Affairs. Effective March 1, 2023, Mr. Saab’s base salary was increased by 10.0% to reflect his development in the role and to more closely align with market median. The 2024 increases shown below in March are the result of market adjustments made effective March 1, 2024. The following table shows the annual base salary in effect during 2023 and currently for each NEO.

  105. Role of Compensation Consultants

    | Name | Base Salary (Jan-Feb) ($) | March 2023 Increase ($) | Base Salary (Mar-Dec) ($) | March 2024 Increase ($) | Current Base Salary ($) | | M.S. Sutton (CEO) | 1,450,000 | n/a | 1,450,000 | n/a | 1,450,000 | | T.S. Nicholls (CFO) | 775,000 | n/a | 775,000 | 4.1% | 806,500 | | W.T. Hamic | 600,000 | n/a | 600,000 | 8.3% | 650,000 | | J.R. Saab | 500,000 | 10.0% | 550,000 | 9.1% | 600,000 | | T.J. Plath | 565,000 | n/a | 565,000 | 7.1% | 605,000 | | G.T. Wanta(1) | 550,000 | n/a | 550,000 | n/a | n/a |

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    | (1) Represents base salary rate through retirement date of September 30, 2023 |

  107. Role of Compensation Consultants

    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 specific pre-established objectives or priorities.

  108. Role of Compensation Consultants

    | Element | IP Incentive Plan / Program | 2023 Performance Metrics | Metric Weight | Individual Performance Modifier | | Short-Term Incentive Plan | Annual Incentive Plan (AIP) | • Adjusted EBITDA(1) | 70% | Yes | | | | • Revenue | 20% | | | | | • Cash Conversion(1) | 10% | | | Long-Term Incentive Plan | Performance Stock Units (PSUs) | • Adjusted ROIC(1) | 50% | No | | | | • Relative TSR | 50% | | | | Restricted Stock Units (RSUs) | • Stock price performance | n/a | No | | | | • Continued employment through vesting | n/a | |

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    | (1) See Appendix B 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. |

  110. Role of Compensation Consultants

    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 SLT compensation, including any such equity awards, must be approved by the MDCC. No such awards were made to the NEOs or any other member of the SLT in 2023.

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    How and Why We Chose Our Performance Metrics Our incentive compensation plan design is based upon achievement of pre-established performance objectives that we believe will drive improved financial performance of the Company. Each year the MDCC assesses the appropriateness of the performance metrics, and periodically makes adjustments based on the financial objectives most critical to the Company’s success. No changes were made to our 2023 performance metrics in comparison to those used for our 2022 incentive compensation plans. We explain below why the MDCC chose the performance metrics used for our 2023 incentive compensation plans. See the following page for more details on each metric. 2023 Annual Incentive Plan Metrics

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    | Adjusted EBITDA | | Adjusted EBITDA(1)is commonly used as a proxy for a company’s operating profitability. We believe that driving earnings growth is currently the best way to drive shareowner value. Within the Company, we set goals for Adjusted EBITDA performance at the business level to establish an ongoing line of sight to our performance. Adjusted EBITDA represents a significant driver of cash flow, as it is the single largest component of Cash Flow from Operations. In addition, we use Adjusted EBITDA in assessing the Company’s consolidated results of operations and operational performance and in comparing the Company’s results of operations between periods. As a result, we believe that Adjusted EBITDA is a significant indicator of the Company’s ongoing operational strength. | | Revenue | | Revenue(2)is a complementary measure to Adjusted EBITDA that helps focus participants on top-line growth. We believe that using Revenue also helps focus participants on commercial and operational improvement initiatives. | | Cash Conversion | | Cash Conversion(3)drives capital efficiency and also is a complementary measure to Adjusted EBITDA. Employees can influence this measure by managing inventories, leveraging working capital, and delivering better capital project planning and execution. |

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    2023-2025 Long-Term Incentive Plan – PSU Metrics

  115. Role of Compensation Consultants

    | Adjusted ROIC | | Adjusted ROIC(4)measures a company’s returns versus plan, while also considering the cost of capital. The Company focuses on Adjusted ROIC as it relates to our cost of capital to create long-term value for our shareowners. We consider Adjusted ROIC to be a meaningful indicator of our operating performance, and we evaluate this metric because it measures how effectively and efficiently we use the capital invested in our business. | | Relative TSR | | TSR(5)reflects share price appreciation and dividends paid. TSR is regularly used to compare the performance of companies’ stocks over time, and we measure our relative TSR position over a three-year period against our TSR Peer Group. This is a key performance measure that aligns our long-term incentive pay with the value we create for our shareowners, as compared to other companies with which we compete for investment dollars. |

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    The footnotes below explain the details of our performance metric calculations for purposes of our incentive compensation plans:

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    | (1) Adjusted EBITDA, a non-GAAP financial 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 Net Interest Expense and Depreciation, Amortization and Cost of Timber Harvested. Adjusted EBITDA may be adjusted, in the MDCC’s discretion, for any impact of acquisitions, divestitures, and/or the effect of changes in tax laws, accounting principles or other laws or provisions affecting reported results, and/or to reflect the impact of any significant, one-time events, 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 events the MDCC deems appropriate for an adjustment. For additional information regarding Adjusted EBITDA, including a detailed calculation and reconciliation to the most comparable GAAP measure, see Appendix B. Additional detail regarding the special items included in the definition of Adjusted EBITDA is set forth on page 35 of our Annual Report on Form 10-K for our fiscal year ended December 31, 2023, filed with the U.S. Securities and Exchange Commission (“SEC”) on February 16, 2024. |

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    | (2) Revenue means “Net Sales” as reported on the Consolidated Statement of Operations in the Company’s financial statements included in our periodic filings with the SEC. Revenue may be adjusted, in the MDCC’s discretion, for any impact of acquisitions, divestitures, and/or the effect of changes in tax laws, accounting principles or other laws or provisions affecting reported results. |

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    | (3) Cash Conversion, a non-GAAP financial measure, means Adjusted EBITDA (as defined above) less Maintenance and Regulatory Capital Spending plus/minus changes in Operating Working Capital, divided by Adjusted EBITDA. “Maintenance and Regulatory Capital Spending” means “Invested in Capital Projects” as reported on the Consolidated Statement of Cash Flows in the Company’s financial statements included in our periodic filings with the SEC, less capital spending from projects intended to improve market position or customer service/satisfaction, but including volume increases and performance or quality improvements. “Operating Working Capital” means Trade Accounts and Notes Receivables plus Contract Assets plus Inventories less Trade Accounts Payable as reported on the Consolidated Balance Sheet under GAAP, excluding Corporate Operating Working Capital and other adjustments. Maintenance and Regulatory Capital Spending and changes in Operating Working Capital may be adjusted, in the MDCC’s discretion, for any impact of acquisitions, divestitures, and/or the effect of changes in tax laws, accounting principles or other laws or provisions affecting reported results. For additional information regarding Cash Conversion, including a further description and reconciliations of its components, see Appendix B. |

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    | (4) Adjusted ROIC, a non-GAAP financial measure, is calculated as Adjusted Operating Earnings Before Net Interest Expense (a non-GAAP financial measure defined in Appendix B), divided by average invested capital. Invested capital is total equity (adjusted to remove pension-related amounts, including prior service costs and net actuarial gains/losses, that are included in Accumulated Other Comprehensive Income (Loss)) plus interest-bearing debt. The Company’s Weighted Average Cost of Capital (“WACC”) was used in 2023 as the minimum threshold for Adjusted ROIC performance. In 2023, target Adjusted ROIC performance was set at 125 basis points (“bp”) above WACC, and maximum Adjusted ROIC performance was set at 325 bp above WACC. The Company’s WACC equals Cost of Equity X (Equity/ Capital) + Cost of Debt X (Debt/ Capital). The Company’s WACC is calculated prior to the beginning of each grant year and stays fixed for the three-year PSU performance period. WACC may be adjusted, in the Committee’s discretion, for any impact of acquisitions, divestitures, and/or the effect of changes in tax laws, accounting principles or other laws or provisions affecting reported results. For additional information regarding Adjusted ROIC, including a reconciliation of Adjusted Operating Earnings Before Net Interest Expense to the most comparable GAAP measure, see Appendix B. |

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    | (5) TSR is calculated as the change in the Company’s common stock price during the performance period plus the impact of any dividends paid and reinvested in Company stock (including the dividends paid on stock obtained by reinvesting dividends) during the performance period. For all companies in our TSR Peer Group, both the beginning and ending common stock prices used are the average closing price of the 20 trading days immediately preceding the beginning and end of the performance period. We calculate the Company’s TSR and our peer companies’ TSR using the same methodology. |

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    Why We Use Different Peer Groups In the chart below, we explain why we use different peer groups for compensation benchmarking and for measuring the Company’s TSR performance in our incentive plans.

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    | Peer Group | Composition | Rationale | | CCG | Includes 18 companies from multiple industries (Companies range in size from approximately 0.5 to 2.0 times IP’s revenue, which positions IP near the median; see page 57 for a complete listing of CCG companies) | These are the companies against which we are likely to compete for executive talent. They are of comparable size and scope of operations to the Company, which is critical for evaluating target TDC levels. | | TSR | Broader cross-section of 21 companies engaged in global manufacturing and capital-intensive businesses. | These are the companies against which we compete for investment dollars, as detailed in the indices described below. |

  125. Role of Compensation Consultants

    Our Peer Group for TSR Performance The TSR Peer Group was selected using a formulaic process. The 2023 TSR Peer Group includes member companies from the following indices:

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    | • | S&P 500 Materials Index (Ticker S5MATR) – excluding companies identified as metals and mining, fertilizer and/or agricultural companies and Albemarle Corporation |

  127. Role of Compensation Consultants

    | • | S&P 500 Index (Ticker SPX) – including only paper packaging companies |

  128. Role of Compensation Consultants

    | • | S&P 400 MidCap Index (Ticker MID) – including only paper packaging companies, plus Crown Holdings, Inc. and Graphic Packaging (which were both added to the index in June 2023) |

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  130. Role of Compensation Consultants

    The goal is to select closely correlated peers to minimize the influence of market factors outside of IP’s control on our relative performance achievement. Since the share prices of the companies selected are impacted by many of the same macroeconomic and industry factors that impact IP, external/market factors have less bearing on relative performance.

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    | 2023 TSR Peer Group* | | | | Air Products and Chemicals, Inc. Amcor plc Avery Dennison Corporation Ball Corporation CelaneseCorporation Crown Holdings, Inc. Dow Inc. DuPont de Nemours, Inc. | Eastman Chemical Company Ecolab Inc. Graphic Packaging Holding Company International Flavors & Fragrances Inc. Linde plc LyondellBasell Industries N.V. Martin Marietta Materials Inc. | Packaging Corporation of America PPG Industries, Inc. Sealed Air Corporation Sonoco Products Company The Sherwin-Williams Company Vulcan Materials Company WestRock Company |

  132. Role of Compensation Consultants

    | * Companies in bolded text are also part of our 2023 CCG. |

  133. Role of Compensation Consultants

    Short-Term Incentive Annual Incentive Plan (AIP) Overview The AIP is our annual, cash-based incentive compensation plan designed to motivate employees to achieve our most critical short-term financial goals. The 2023 AIP award pool was paid to approximately 8,500 employees globally including our Senior Leadership Team. 2023 Performance Metrics and Performance Achievement The MDCC believes our AIP performance targets should motivate management to achieve results that will drive superior investor returns. The chart below shows the specific design elements and how the award was earned.

  134. Role of Compensation Consultants

    | 2023 AIP Performance Metrics | Metric Weight | Threshold Performance Payout 50% | Target Performance Payout 100% | Maximum Performance Payout 200% | Actual | % of Target Award Earned | Weighted % of Target Award Earned | | Adjusted EBITDA(1) | 70% | $2.374B | $2.968B | $3.265B | $2.234B | 0.0% | 0.0% | | Revenue | 20% | $18.885B | $20.983B | $22.032B | $18.916B | 50.8% | 10.2% | | Cash Conversion(1) | 10% | 46.9% | 58.6% | 64.5% | 60.1% | 125.6% | 12.5% | | Total | 100% | | | | | | 22.7% |

  135. Role of Compensation Consultants

    | (1) See Appendix B for non-GAAP financial measure definitions and a reconciliation to the most directly comparable GAAP measures. |

  136. Role of Compensation Consultants

    As shown in the chart above, if our actual year-end result in any one of the metrics falls below the established threshold performance, no payment was earned for that portion of the award. In the event that our actual year-end result in any one of the metrics above falls between the threshold and target performance levels, or between the target and maximum performance levels, the payment earned was calculated on a straight-line interpolated basis.

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  138. Role of Compensation Consultants

    2023 Award Pool Calculation for Senior Leadership Team (“SLT”) The Company’s AIP target award pool for the SLT is equal to the sum of each SLT member’s target award. To calculate the actual award pool for the SLT, the target award pool was multiplied by the Company’s 2023 total performance achievement of 22.7%, resulting in an award pool of approximately $1.4 million. The award paid to each of our NEOs is described in Section 5. The MDCC has discretion to decrease the award pool to zero and has chosen to decrease it in the past. Consistent with our philosophy that management should be rewarded for delivering outstanding financial results, the MDCC also has discretion to increase the award pool by up to 25%, provided the total final award pool does not exceed the maximum amount permitted, which is 200% of target. The MDCC did not exercise its discretion to decrease or increase the 2023 AIP award pool for our SLT. Individual AIP Awards Awards for all AIP-eligible employees are based on Company performance, then modified for individual performance achievement as determined by each employee’s direct manager. We consider the following ESG metrics for members of our SLT when determining their individual payout under the AIP:

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    | • | Health & Safety, |

  140. Role of Compensation Consultants

    | • | Environment & Sustainability, |

  141. Role of Compensation Consultants

    | • | Human Capital & Culture, |

  142. Role of Compensation Consultants

    | • | Governance, and |

  143. Role of Compensation Consultants

    | • | Diversity & Inclusion. |

  144. Role of Compensation Consultants

    | For 2023, Mr. Sutton’s AIP award was not modified for individual performance and thus was based solely on the Company’s financial performance percentage of 22.7%. (See Section 5.) |

  145. Role of Compensation Consultants

    CEO Awards The CEO has discretion to recommend an additional award outside the AIP called a CEO Award, in recognition of exceptional individual performance beyond what is captured in annual individual objectives. For 2023, none of our NEOs received a CEO Award. Long-Term Incentive Long-Term Incentive Plan (LTIP) Overview The LTIP is our long-term, equity-based incentive compensation plan designed to motivate employees to create long-term shareowner value. Under the LTIP, a mix of both performance-based stock units (PSUs) and time-based restricted stock units (RSUs) are granted globally to approximately 1,200 management-level employees based on position in the Company and satisfactory performance. The allocation of PSUs and RSUs is tiered based on the participant’s role within the Company. LTIP participants in higher position levels within the Company have a higher percentage of their LTIP award granted in PSUs, reflecting a heavier risk/reward ratio on their LTIP awards since they have a greater responsibility for the Company’s performance. For each member of our SLT, including the NEOs, LTIP awards are weighted 80% PSUs and 20% RSUs.

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  147. Role of Compensation Consultants

    Performance Stock Units PSUs are earned over a three-year performance period based solely on the Company’s performance achievement in Adjusted ROIC and relative TSR. Awards are settled in shares of Company stock (except in Asia and Morocco) in early February, following the Committee’s approval of achievement of performance metrics. The number of shares ultimately paid may include the reinvestment of dividends earned on shares actually paid at the end of the three-year performance period. The MDCC does not have discretion to increase the Company’s performance achievement, but may decrease it in the event the Company experiences negative Adjusted ROIC or negative TSR. In addition, if the Company’s absolute TSR over the three-year performance period is negative, performance achievement for the TSR portion of the PSU award may not exceed 100%.

  148. Role of Compensation Consultants

    | | Earned over 3-year Performance Period and Paid in early February | | | | | | | | 2021 | 2022 | 2023 | 2024 | 2025 | 2026 | | 2021 PSP Grant | 3-year Performance Measurement Period | | | Paid* | | | | 2022 PSP Grant | | 3-year Performance Measurement Period | | | Paid* | | | 2023 LTIP Grant (PSUs) | | | 3-year Performance Measurement Period | | | Paid* |

  149. Role of Compensation Consultants

    | * Assuming threshold performance objective is achieved. |

  150. Role of Compensation Consultants

    Restricted Stock Units RSUs are time-based and therefore earned based on the passage of time and, in most cases, dependent on continued employment with the Company. The amount ultimately earned may include the reinvestment of dividends earned on shares actually paid upon vesting and is dependent on the Company’s stock price on the vest date. RSUs vest annually in equal, one-third tranches over the three-year grant period on each February 1st commencing after the first anniversary of the grant. The Company makes an off-cycle grant to newly-hired and newly-eligible participants annually each November 1st, which are subject to the same terms and conditions.

  151. Role of Compensation Consultants

    | | Payment Date | | | | | Feb 1, 2024 | Feb 1, 2025 | Feb 1, 2026 | | 2023 LTIP Grant (RSUs) | 1/3 | 1/3 | 1/3 |

  152. Role of Compensation Consultants

    Performance Metrics and Objectives The PSU portion of the 2023 LTIP grant is based on the same metrics as the former Performance Share Plan (“PSP”); Adjusted ROIC and relative TSR, as detailed below. Some key components of our design for the PSU portion of the 2023 LTIP are:

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    | • | Both metrics (Adjusted ROIC and relative TSR) are weighted at 50% each for all LTIP participants; |

  154. Role of Compensation Consultants

    | • | Our threshold goal on Adjusted ROIC is based on exceeding our weighted average cost of capital (WACC); and |

  155. Role of Compensation Consultants

    | • | To determine our performance achievement under the relative TSR metric, we use a percentile ranking for comparison to our broad, highly correlated TSR Peer Group (see Section 4, “Why We Use Different Peer Groups”). |

  156. Role of Compensation Consultants

    | | | Performance Objective | | | | 2023-2025 LTIP – PSU portion Performance Metrics | Metric Weight | Threshold ROIC – Payout 50% TSR – Payout 25% | Target Payout 100% | Maximum Payout 200% | | Adjusted ROIC | 50% | 8.0% | 9.25% | 11.25% | | Relative TSR | 50% | 25th percentile | 50th percentile | 75th percentile |

  157. Role of Compensation Consultants

    If our actual three-year performance period ending result in either metric falls below the established threshold performance level (as shown in the chart above), no payment is earned (vested) for that portion of the award. The award

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  159. Role of Compensation Consultants

    earned for results in either metric that fall between the threshold and target performance levels, or between the target and maximum performance levels, is calculated on a straight-line interpolated basis. Payout Calculation Based on market data, each LTIP participant is granted a target award based on the participant’s position. The actual number of shares paid at the end of the three-year performance period may be higher or lower than the target award, based solely on the Company’s performance achievement. Possible payouts under the 2023 LTIP range from 0 percent to 200 percent of the target award. 2021-2023 Performance Share Plan (PSP) Payout For the 2021-2023 PSP, the performance achievement approved by the MDCC in February 2024 is shown in the chart below. The award paid to each of our NEOs is described in Section 5.

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    | | | Performance Achievement | | | | | 2021-2023 Performance Metrics | Target | Actual Achievement | % of Target Award Earned | Metric Weight | Weighted % of Target Award Earned | | Adjusted ROIC | 8.0% | 9.51% | 150.33% | 50.0% | 75.17% | | Relative TSR(1) | 50th Percentile | 13th Percentile(1) | 0.0% | 50.0% | 0.0% | | Total 2021-2023 PSP Payout | | | | | 75.17% |

  161. Role of Compensation Consultants

    | (1) Domtar Corporation was removed from the TSR peer group due to its acquisition by Karta Halten B.V. |

  162. Role of Compensation Consultants

    Other Equity Awards We use equity awards, such as grants of stock, restricted stock awards (“RSAs”) or restricted stock units (“RSUs”), for purposes of recruitment, retention or recognition, referred to as Recognition Awards. Vesting provisions for these service-based Recognition Awards vary on a case-by-case basis, but under regular terms and conditions are forfeited if the participant voluntarily terminates employment prior to vesting. During 2023, there were no equity awards other than LTIP awards granted to any SLT member. Other Compensation Elements Retirement and Benefit Plans U.S.-based members of the SLT participate in the same health, welfare and retirement programs that are available to most of the Company’s U.S. salaried employees. Additionally, our unfunded, nonqualified plans — the Pension Restoration Plan and the Deferred Compensation Savings Plan (“DCSP”) — are available to eligible salaried U.S. employees, including the NEOs, whose compensation is higher than the limits set by the Internal Revenue Service (“IRS”) for tax-qualified plans. Absent these plans, these employees would not achieve a retirement benefit commensurate with their earnings during the course of their careers with the Company. Finally, while the Unfunded Supplemental Retirement Plan for Senior Managers (“SERP”) was closed to new participants effective January 1, 2012, two current SLT members (Messrs. Sutton and Nicholls) are the only remaining legacy participants in this plan.

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    | Name | CEO | SLT | Other Officers and Eligible Managers | U.S. Salaried Employees | | | Health and Welfare Plans | • | • | • | • | The Company froze credited service and compensation in the Retirement Plan, Pension Restoration Plan and SERP for all service on or after January 1, 2019. For service after this date, affected employees now receive Retirement Savings Account contributions (“RSAc”). | | Qualified Retirement (Pension) Plan / RSAc(1) | • | • | • | • | | | Pension Restoration Plan / RSAc(1) | • | • | • | | | | SERP(2) | •(2) | •(2) | | | | | Qualified Salaried Savings Plan – 401(k) | • | • | • | • | | | DCSP(1) | • | • | • | | |

  165. Role of Compensation Consultants

    | • | Eligible to participate. |

  166. Role of Compensation Consultants

    | (1) See the Executive Compensation Tables starting on page 78 below for additional information on this benefit. |

  167. Role of Compensation Consultants

    | (2) This executive benefit was closed to new participants effective January 1, 2012. |

  168. Role of Compensation Consultants

    Change-in-Control (“CIC”) Agreements The Company has entered into CIC agreements with certain executives, including all members of the SLT. These agreements provide cash severance and other benefits, including acceleration of equity-award vesting, in the event of a double trigger, which requires both a CIC of the Company and a qualifying termination of employment (i.e., involuntary termination without cause or departure for good reason). We believe these potential benefits align executive and shareowner interests by enabling leaders of the Company to focus on the interests of shareowners and other constituents when considering a potential CIC, without undue concern for their own financial and employment security. No benefits are provided upon a CIC alone (i.e., without also experiencing an accompanying qualifying termination of employment) so long as the acquiring company provides replacement awards as substitution for outstanding equity awards. Moreover, in no event will the Company gross up or pay for excise taxes relating to any CIC benefits. For more detail on these CIC agreements and benefits, see “Post-Employment Termination Benefits” on page 87. Perquisites We do not offer perquisites to our NEOs that are not generally available to all U.S. employees other than the following: the CEO’s limited personal use of Company aircraft and benefits granted to a limited number of legacy participants in our discontinued Executive Supplemental Life Insurance Program. Our NEOs would be entitled to the same standard benefits under our Global Mobility Policy as any employee serving the Company on an expatriate assignment.

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    5/ NEO Compensation Overview The compensation benchmarking review used to establish NEO target Total Direct Compensation (“TDC”) levels for 2023 indicated that our CEO’s 2023 target TDC was 101.9% of the projected 2023 market median. The 2023 target TDC levels for all other NEOs were, in aggregate, 95.5% of the projected 2023 market median. We do not have, nor do we believe we need, a policy that dictates a specific ratio of CEO compensation to other NEOs or the SLT. Generally, we base our compensation decisions on principles of internal equity and external market competitiveness. The difference that exists between our CEO’s compensation and the compensation of our other NEOs is based on the complexity of the CEO’s leadership responsibilities for the global enterprise. 2023 Actual Realized Compensation Compared to 2023 Targeted Compensation In this section, we describe the 2023 compensation actually realized by each NEO, as well as the rationale for each compensation element and amount. We also illustrate target versus actual compensation in the individual graphs for each NEO. The Target amount includes:

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    | (i) 2023 actual base salary paid; |

  172. Role of Compensation Consultants

    | (ii) 2023 target AIP; |

  173. Role of Compensation Consultants

    | (iii) | the target value of the 2021-2023 PSP granted in 2021; and |

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    | (iv) the target value of Recognition Awards that vested during 2023, if any. |

  175. Role of Compensation Consultants

    The Actual amount represents what we believe is the appropriate way to illustrate 2023 actual pay earned, and includes:

  176. Role of Compensation Consultants

    | (i) 2023 actual base salary paid; |

  177. Role of Compensation Consultants

    | (ii) 2023 AIP paid in February 2024; |

  178. Role of Compensation Consultants

    | (iii) | the actual value of the 2021-2023 PSP paid in February 2024; and |

  179. Role of Compensation Consultants

    | (iv) the actual value of Recognition Awards that vested during 2023, if any. |

  180. Role of Compensation Consultants

    The value shown for the equity awards on the following chart differs from the value shown in the Summary Compensation Table. Equity awards granted in 2023 are shown in the Summary Compensation Table, while the following charts show PSP awards valued and paid in 2024 for the performance period ending in 2023 (and, if applicable, Recognition Award grants that vested during 2023). The equity awards for the 2021-2023 PSP in the following charts were valued based on the closing price of $35.26 for the Company’s common stock on February 9, 2024, which is the trading day immediately preceding the date the MDCC approved the payout.

  181. Role of Compensation Consultants

    | 68 \ | International Paper 2024 Proxy Statement |

  182. Role of Compensation Consultants

    | | Mark S. Sutton Chairman of the Board and Chief Executive Officer Mark Sutton has 39 years of service with the Company and was appointed CEO effective November 2014 and Chairman of the Board effective January 2015. Mr. Sutton served as President and Chief Operating Officer from June through October 2014, prior to which he was Senior Vice President, Industrial Packaging, a role he assumed in November 2011. Prior to that role, he led our Printing and Communication Papers business since January 2010. He previously served as Senior Vice President, Supply Chain from March 2008 through 2009, Vice President, Supply Chain from June 2007 through February 2008, and Vice President, Strategic Planning from January 2005 through May 2007. |

  183. Role of Compensation Consultants

    2023 Realized Compensation

  184. Role of Compensation Consultants

    | Element of Compensation | Compensation Amount | Rationale | | 2023 Base Salary | $1,450,000 (no base salary increase in 2023) | No adjustment was made to Mr. Sutton’s base salary as it was determined by the Board of Directors to be within our targeted market range. | | 2023 AIP Award | $493,700 (22.7% combined Company and individual performance achievement) | Mr. Sutton’s AIP payment was awarded at 22.7% of target (reflecting 100% for individual performance) and thus was based solely on the Company’s performance achievement. | | 2021-2023 PSP Payout | 178,816 shares, including reinvested dividends and an anti-dilution adjustment (related to the spin-off of Sylvamo) (valued at $6,305,065 including a fractional share) | PSP payout of 75.17% was based solely on the Company’s performance achievement in Adjusted ROIC and relative TSR described in Section 4. |

  185. Role of Compensation Consultants

    The chart below compares Mr. Sutton’s 2023 actual compensation paid against targeted compensation amounts. Target LTI is based on 196,683 target shares valued at $52.75, using the 20-day average stock price as of December 31, 2020. Actual LTI is based on 178,816 shares, which includes the original target shares plus reinvested dividends and an anti-dilution adjustment related to the spin-off of Sylvamo, multiplied by 75.17% performance achievement and valued at $35.26, the Company’s closing share price on February 9, 2024.

  186. Role of Compensation Consultants

    | www.internationalpaper.com | / 69 |

  187. Role of Compensation Consultants

    | | Timothy S. Nicholls Senior Vice President and Chief Financial Officer Tim Nicholls has 32 years of service with the Company. Effective June 2018, he was appointed CFO, a position he previously held from December 2007 through November 2011. In addition to his role in finance, Mr. Nicholls also has oversight for the Company’s corporate development and capital effectiveness. He previously served as Senior Vice President, Industrial Packaging the Americas, a position he held since November 2014, immediately prior to which he served as Senior Vice President, Printing & Communications Papers the Americas from November 2011. In 1991, he joined Union Camp Corporation, which was acquired by the Company in 1999. |

  188. Role of Compensation Consultants

    2023 Realized Compensation

  189. Role of Compensation Consultants

    | Element of Compensation | Compensation Amount | Rationale | | 2023 Base Salary | $775,000 (no base salary increase in 2023) | No adjustment was made to Mr. Nicholls’ base salary as it was determined by the MDCC to be within our targeted market range. | | 2023 AIP Award | $181,400 (22.7% combined Company and individual performance achievement) | Mr. Nicholls’ AIP payment was awarded at 22.7% of target (reflecting 100% for individual performance) and thus was based solely on the Company’s performance achievement. | | 2021-2023 PSP Payout | 48,261 shares, including reinvested dividends and an anti-dilution adjustment (related to the spin-off of Sylvamo) (valued at $1,701,678, including a fractional share) | PSP payout of 75.17% was based solely on the Company’s performance achievement in Adjusted ROIC and relative TSR described in Section 4. |

  190. Role of Compensation Consultants

    The chart below compares Mr. Nicholls’ 2023 actual compensation paid against targeted compensation amounts. Target LTI is based on 53,081 target shares valued at $52.75 using the 20-day average stock price as of December 31, 2020. Actual LTI is based on 48,261 shares, which includes the original target shares plus reinvested dividends and an anti-dilution adjustment related to the spin-off of Sylvamo, multiplied by 75.17% performance achievement and valued at $35.26, the Company’s closing share price on February 9, 2024.

  191. Role of Compensation Consultants

    | 70 \ | International Paper 2024 Proxy Statement |

  192. Role of Compensation Consultants

    | | W. Thomas Hamic Senior Vice President, North American Container and Chief Commercial Officer Tom Hamic has a total of 31 years of service with the Company. On January 1, 2023, Mr. Hamic assumed his current role. In 2020, Mr. Hamic was named Senior Vice President, Global Cellulose Fibers, IP Asia and Enterprise Commercial Excellence and served in this role until December 2022. Mr. Hamic was elected Senior Vice President, Containerboard and Enterprise Commercial Excellence in 2019. He moved into the role of Vice President, Containerboard and Recycling in 2015, after serving as Vice President, Finance and Strategy since 2013. In 2009, Mr. Hamic was named Vice President and General Manager, Container the Americas. Mr. Hamic joined the Company in 1992. |

  193. Role of Compensation Consultants

    2023 Realized Compensation

  194. Role of Compensation Consultants

    | Element of Compensation | Compensation Amount | Rationale | | 2023 Base Salary | $600,000 (incorporates a 14.3% increase effective January 1, 2023) | Mr. Hamic’s salary increase was made based on position to market and in recognition of his appointment to Senior Vice President – North American Container, our largest business. | | 2023 AIP Award | $113,300 (22.7% combined Company and individual performance achievement) | Mr. Hamic’s AIP payment was awarded at 22.7% of target (reflecting 100% for individual performance) and thus was based solely on the Company’s performance achievement. | | 2021-2023 PSP Payout | 13,789 shares, including reinvested dividends and an anti-dilution adjustment (related to the spin-off of Sylvamo) (valued at $486,202 including a fractional share) | PSP payout of 75.17% was based solely on the Company’s performance achievement in Adjusted ROIC and relative TSR described in Section 4. |

  195. Role of Compensation Consultants

    The chart below compares Mr. Hamic’s 2023 actual compensation paid against targeted compensation amounts. Target LTI is based on 15,166 target shares valued at $52.75 using the 20-day average stock price as of December 31, 2020. Actual LTI is based on 13,789 shares, which includes the original target shares plus reinvested dividends and an anti- dilution adjustment related to the spin-off of Sylvamo, multiplied by 75.17% performance achievement and valued at $35.26, the Company’s closing share price on February 9, 2024.

  196. Role of Compensation Consultants

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  197. Role of Compensation Consultants

    | | Joseph R. Saab Senior Vice President, General Counsel and Corporate Secretary Joe Saab has 23 years of service with the Company. Effective July 2022, he was named Senior Vice President, General Counsel and Corporate Secretary. Prior to his current role, Mr. Saab served as Vice President, Deputy General Counsel and Assistant Corporate Secretary since September 2019. From late 2014 through 2019, he served as Associate General Counsel—Industrial Packaging North America, Europe, Middle East and Africa. Mr. Saab joined International Paper in February 2001. |

  198. Role of Compensation Consultants

    2023 Realized Compensation

  199. Role of Compensation Consultants

    | Element of Compensation | Compensation Amount | Rationale | | 2023 Base Salary | $541,667 (incorporates a 10.0% increase effective March 1, 2023) | Mr. Saab’s base salary was increased by 10.0% to reflect his development in the role and to bring him in closer alignment with market median. | | 2023 AIP Award | $90,600 (22.7% combined Company and individual performance achievement) | Mr. Saab’s AIP payment was awarded at 22.7% of target (reflecting 100% for individual performance) and thus was based solely on the Company’s performance achievement. | | 2021-2023 PSP Payout | 4,751 shares, including reinvested dividends and an anti-dilution adjustment (related to the spin-off of Sylvamo) (valued at $167,519 including a fractional share) | PSP payout of 75.17% was based solely on the Company’s performance achievement in Adjusted ROIC and relative TSR described in Section 4. |

  200. Role of Compensation Consultants

    The chart below compares Mr. Saab’s 2023 actual compensation paid against targeted compensation amounts. Target LTI is based on 5,223 target shares valued at $52.75 using the 20-day average stock price as of December 31, 2020. Actual LTI is based on 4,751 shares, which includes the original target shares plus reinvested dividends and an anti- dilution adjustment related to the spin-off of Sylvamo, multiplied by 75.17% performance achievement and valued at $35.26, the Company’s closing share price on February 9, 2024.

  201. Role of Compensation Consultants

    | 72 \ | International Paper 2024 Proxy Statement |

  202. Role of Compensation Consultants

    | | Thomas J. Plath Senior Vice President, Human Resources and Corporate Affairs Tom Plath has over 32 years of service with the Company. He served as Senior Vice President, Human Resources and Global Citizenship since March 2017 and assumed responsibility for Corporate Affairs on January 1, 2023. Mr. Plath served as Vice President, Human Resources, Global Businesses from November 2014 until February 2017. Prior to that role, he served as Director, Human Resources—Manufacturing and then Vice President, Human Resources—Manufacturing, Technology, EHS&S and Global Supply Chain from 2010 to 2014. Between 2001 and 2010, Mr. Plath served in the Company’s distribution business, xpedx, where he had roles in operations, marketing and general management. He was named Vice President of Human Resources for xpedx in 2006. Mr. Plath joined the Company in 1991 and served in a variety of human resource roles until 2001. |

  203. Role of Compensation Consultants

    2023 Realized Compensation

  204. Role of Compensation Consultants

    | Element of Compensation | Compensation Amount | Rationale | | 2023 Base Salary | $565,000 (incorporates a 2.7% increase effective January 1, 2023) | Mr. Plath’s salary increase was made in recognition of his increased responsibilities overseeing Corporate Affairs. | | 2023 AIP Award | $107,600 (22.7% combined Company and individual performance achievement) | Mr. Plath’s AIP payment was awarded at 22.7% of target (reflecting 100% for individual performance) and thus was based solely on the Company’s performance achievement. | | 2021-2023 PSP Payout | 18,530 shares, including reinvested dividends and an anti-dilution adjustment (related to the spin-off of Sylvamo) (valued at $653,359, including a fractional share) | PSP payout of 75.17% was based solely on the Company’s performance achievement in Adjusted ROIC and relative TSR described in Section 4. |

  205. Role of Compensation Consultants

    The chart below compares Mr. Plath’s 2023 actual compensation paid against targeted compensation amounts. Target LTI is based on 20,380 target shares valued at $52.75 using the 20-day average stock price as of December 31, 2020. Actual LTI is based on 18,530 shares, which includes the original target shares plus reinvested dividends and an anti- dilution adjustment related to the spin-off of Sylvamo, multiplied by 75.17% performance achievement and valued at $35.26, the Company’s closing share price on February 9, 2024.

  206. Role of Compensation Consultants

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  207. Role of Compensation Consultants

    | | Gregory T. Wanta Former Senior Vice President Greg Wanta had 32 years of service with the Company prior to his retirement on September 30, 2023. Beginning in December 2016, Mr. Wanta served in the role of Senior Vice President, North American Container with responsibility for the Company’s operations in that business in the United States, Mexico and Chile. Prior to that he served as Vice President, Central Region, Container the Americas, from January 2012 through November 2016. Mr. Wanta served in a variety of roles of increasing responsibility in manufacturing and commercial leadership positions in specialty papers, coated paperboard, printing papers, foodservice and industrial packaging. |

  208. Role of Compensation Consultants

    2023 Realized Compensation

  209. Role of Compensation Consultants

    | Element of Compensation | Compensation Amount | Rationale | | 2023 Base Salary | $412,500 (no base salary increase in 2023) | No adjustment was made to Mr. Wanta’s base salary. Amount shown reflects base salary paid to Mr. Wanta in 2023 prior to his retirement. | | 2023 AIP Award | $76,400 (22.7% combined Company and individual performance achievement) | Mr. Wanta’s AIP payment was awarded at 22.7% of target, (reflecting 100% for individual performance) and thus was based solely on the Company’s performance achievement. | | 2021-2023 PSP Payout* | 25,278 dividends and an anti-dilution adjustment (related to the spin-off of Sylvamo) (valued at $891,316, including a fractional share) | PSP payout of 75.17% was based solely on the Company’s performance achievement in Adjusted ROIC and relative TSR described in Section 4. |

  210. Role of Compensation Consultants

    The chart below compares Mr. Wanta’s 2023 actual compensation paid against prorated targeted compensation amounts through his retirement date of September 30, 2023. Target LTI is based on 27,804 prorated target shares valued at $52.75 using the 20-day average stock price as of December 31, 2020. Actual LTI is based on 25,278 shares, which includes the original target shares plus reinvested dividends and an anti- dilution adjustment related to the spin-off of Sylvamo, multiplied by 75.17% performance achievement and valued at $35.26 the Company’s closing share price on February 9, 2024.

  211. Role of Compensation Consultants

    | 74 \ | International Paper 2024 Proxy Statement |

  212. Role of Compensation Consultants

    6/ Other Matters Related to Governance and Compensation Insider Trading and Anti-Hedging/Anti-Pledging Policies The Company has adopted comprehensive and detailed policies that regulate trading in Company securities by our insiders, including the SLT and Board members. Our Insider Trading Policy prohibits our directors, Section 16 officers and others possessing material, non-public information about the Company from trading in our stock while in possession of material, non-public information, and also during specified blackout periods. The policies also strictly prohibit our Section 16 officers and members of our Board of Directors from holding Company securities in a margin account or pledging them as collateral for a loan. Lastly, the policies prohibit all Company officers (but no other employees) and members of our Board of Directors from engaging in any of the following short-term or speculative transactions involving Company securities: short sales; publicly traded options, such as puts, calls or other derivative instruments; and hedging and monetization transactions, such as zero-cost collars and forward-sale contracts. Officer Stock Ownership and Retention Requirements All of our officers are expected to own shares of our common stock with a minimum market value based on a multiple of base pay. This policy is intended to align our officers’ interests with those of our shareowners and encourage long-term shareowner value creation by requiring officers to have a significant equity stake in the Company. Our stock ownership requirements are based on position:

  213. Role of Compensation Consultants

    | Position | Current Ownership Requirement | | Chief Executive Officer | 6x base pay | | Senior Vice President | 3x base pay | | Vice President | 1.5x base pay |

  214. Role of Compensation Consultants

    The following count toward meeting the ownership requirement: freely held shares (whether purchased on the open market or fully earned through a Company plan or program); beneficial shares held indirectly by a trust or family member; and share equivalents held in the Salaried Savings Plan and Deferred Compensation Savings Plan. Unvested restricted shares (e.g., PSUs and RSUs) do not count toward the ownership requirement. Officers are required to retain 50 percent of their net shares paid under any Company long-term incentive plan or program until their ownership requirements are satisfied. SLT stock ownership is reviewed annually by the MDCC to ensure compliance. Board Policy on Personal Use of Company Aircraft The Board encourages the CEO to use Company aircraft for business continuity and efficiency purposes, where appropriate. Use of the Company aircraft allows the CEO to be available at all times for business needs, whether on business or personal travel. Pursuant to Board resolutions and a Time Sharing Agreement, Mr. Sutton is authorized to use the Company aircraft for personal travel, but is required to reimburse the Company for the incremental cost of such personal use above $75,000. The value of such use is imputed income and is not grossed up for taxes.

  215. Role of Compensation Consultants

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  216. Role of Compensation Consultants

    Board Policy on Non-CIC Severance Agreements with Senior Executives A supplemental severance payment to the CEO must be approved by the independent directors of the Board. A supplemental severance payment to any other SLT member must be approved by the MDCC. Moreover, pursuant to a 2005 Board policy, in the absence of a change in control, any supplemental severance, plus severance under the Salaried Employee Severance Plan, may not exceed two times the executive’s base salary plus target AIP for the year in which the termination occurs. Any larger severance amount must be approved in advance by our shareowners. Clawback or Forfeiture of Incentive Awards As required by Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) and Exchange Act Rule 10D-1, the Company’s Board of Directors on October 10, 2023, adopted a Clawback Policy, effective December 1, 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. Both AIP and LTIP awards for current and former executive officers are subject to mandatory clawback under our new 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 AIP and LTIP 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 SLT member who does not provide one-year’s notice of retirement to forfeit his or her AIP and LTIP awards. Non-Competition and Non-Solicitation Agreements The Company maintains Non-Competition and Non-Solicitation Agreements with leaders of the Company, including our SLT, to prohibit such leaders from engaging in certain competitive activities and to protect confidential information and trade secrets from unauthorized use or disclosure. Violation of these agreements may result in clawback or forfeiture of incentive compensation awards. Prohibition on Repricing; No Stock Option Grants The Company has not granted stock options since 2005 and all previously granted stock options expired in 2015. Our incentive compensation plan provides that stock options, once granted, may not be repriced, directly or indirectly, without the prior consent of the Company’s shareowners. Equity Grant Practices The Company does not have any program, plan or practice to time, and has not timed, equity grants to coordinate with the release of material, non-public information. Annual equity grants under the LTIP are approved at the MDCC’s meeting in December. Service-based restricted stock awards are used from time to time, and may be granted on the first day of any month by our Senior Vice President, Human Resources and Corporate Affairs (as delegated by the Board), within parameters approved by the MDCC. An award to an SLT member requires approval by the MDCC (or by the Board for an award to the CEO).

  217. Role of Compensation Consultants

    | 76 \ | International Paper 2024 Proxy Statement |

  218. Role of Compensation Consultants

    The framework for making grants set forth above minimizes any concern that grant dates could be selectively chosen based upon market price at any given time. Deductibility of Executive Compensation Section 162(m) of the Internal Revenue Code (“Code”) limits the tax deductibility of compensation that is more than $1 million for certain executive officers of publicly-held companies. In designing our executive compensation program and determining the compensation of our executive officers, including our NEOs, the MDCC considers a variety of factors, including the potential impact of the Section 162(m) deduction limit. The MDCC continues to have the flexibility to approve non-deductible compensation, and has approved, and may in the future approve, the payment of compensation that is not deductible under Section 162(m) if it believes it is in the best interests of the Company. Accounting for Stock-Based Compensation The accounting treatment of stock-based compensation does not dictate the type, timing, or amount of any particular grant made to our employees.

  219. Role of Compensation Consultants

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  220. Role of Compensation Consultants

    Summary Compensation Table The following table presents information regarding our NEOs compensation including: base salary; stock awards under our Long-Term Incentive Plan (“LTIP”) and, our Recognition Awards program (if applicable); cash awards under our Annual Incentive Plan (“AIP”) and under our CEO Award program (if applicable); the change in pension value and all other compensation to our NEOs for the years ended December 31, 2023, 2022, and 2021.

  221. Role of Compensation Consultants

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Compensation ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | Total Excluding Change in Pension Value ($)(6) | | Mark S. Sutton CEO & Chairman of the Board (Principal Executive Officer) | 2023 | 1,450,000 | — | 10,551,707 | 493,700 | — | 350,119 | 12,845,526 | 12,845,526 | | | 2022 | 1,450,000 | — | 11,065,795 | 689,500 | — | 449,457 | 13,654,752 | 13,654,752 | | | 2021 | 1,450,000 | — | 10,487,138 | 2,386,000 | 471,628 | 433,941 | 15,228,707 | 14,757,079 | | Timothy S. Nicholls Senior Vice President and Chief Financial Officer (Principal Financial Officer) | 2023 | 775,000 | — | 2,813,803 | 181,400 | — | 173,253 | 3,943,456 | 3,943,456 | | | 2022 | 770,833 | — | 2,950,892 | 253,600 | — | 219,683 | 4,195,008 | 4,195,008 | | | 2021 | 750,000 | 25,000 | 2,830,279 | 863,900 | 107,788 | 213,864 | 4,790,831 | 4,683,043 | | W. Thomas Hamic(7) Senior Vice President North American Container and Chief Commercial Officer | 2023 | 600,000 | — | 2,328,651 | 113,300 | 213,997 | 86,817 | 3,342,765 | 3,128,768 | | | 2022 | 516,667 | 25,000 | 1,079,615 | 150,900 | — | 92,075 | 1,864,257 | 1,864,257 | | | — | | — | — | — | — | — | — | — | | Joseph R. Saab(7) Senior Vice President General Counsel and Corporate Secretary | 2023 | 541,667 | — | 1,953,910 | 90,600 | 101,166 | 71,045 | 2,758,388 | 2,657,222 | | | — | — | — | — | — | — | — | — | — | | | — | — | — | — | — | — | — | — | — | | Thomas J. Plath Senior Vice President, Human Resources and Corporate Affairs | 2023 | 565,000 | — | 1,280,760 | 107,600 | 261,501 | 86,476 | 2,301,337 | 2,039,836 | | | 2022 | 550,000 | — | 1,246,498 | 134,700 | — | 122,373 | 2,053,571 | 2,053,571 | | | 2021 | 550,000 | 25,000 | 1,086,662 | 478,000 | — | 125,570 | 2,265,232 | 2,265,232 | | Gregory T. Wanta(8) Former Senior Vice President | 2023 | 529,694 | — | 1,649,460 | 76,400 | 215,017 | 58,563 | 2,529,134 | 2,314,117 | | | 2022 | 550,000 | — | 1,729,833 | 135,500 | — | 109,293 | 2,524,626 | 2,524,626 | | | 2021 | 545,833 | — | 1,617,302 | 469,000 | — | 137,733 | 2,769,868 | 2,769,868 |

  222. Role of Compensation Consultants

    | • | Where replacement awards are provided in substitution for outstanding equity awards upon the change in control, all such replacement awards vest and become unrestricted. |

  223. Role of Compensation Consultants

    | • | Where replacement awards (as defined in the change-in-control agreements) are not provided in substitution for outstanding equity awards upon the change in control, all equity awards vest and become unrestricted, as follows: |

  224. Role of Compensation Consultants

    | 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 | | | | | | | Company Total Shareholder Return ($) (f) | 2023 Peer Group Shareholder Return ($) (g) | | 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 |

  225. Role of Compensation Consultants

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

  226. Role of Compensation Consultants

    | (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. |

  227. Role of Compensation Consultants

    | (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. |

  228. Role of Compensation Consultants

    | Our CEO to Median Employee Pay Ratio is 148:1. |

  229. DEFINITIONS

    DEFINITIONS 2.1. DEFINITIONS. The following words and phrases shall have the following meanings:

  230. DEFINITIONS

    | (a) “AFFILIATE” means (i) any Subsidiary or Parent, or (ii) an entity that directly or through one or more intermediaries controls, is controlled by or is under common control with, the Company, as determined by the Committee. |

  231. DEFINITIONS

    | (b) “AWARD” means any Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award, Deferred Stock Unit Award, Dividend Equivalent Award, Other Stock-Based Award, or any other right or interest relating to Stock or cash, granted to a Participant under the Plan. |

  232. DEFINITIONS

    | (c) “AWARD CERTIFICATE” means a written document, in such form as the Committee prescribes from time to time, setting forth the terms and conditions of an Award. Award Certificates may be in the form of individual award agreements or certificates or a program document describing the terms and provisions of an Award or series of Awards under the Plan. The Committee may provide for the use of electronic, internet or other non-paper Award Certificates. |

  233. DEFINITIONS

    | (d) “BENEFICIAL OWNER” shall have the meaning given such term in Rule 13d-3 of the General Rules and Regulations under the Exchange Act. |

  234. DEFINITIONS

    | (e) “BOARD” means the Board of Directors of the Company. |

  235. DEFINITIONS

    | (f) “CAUSE” as a reason for a Participant’s termination of employment shall have the meaning assigned such term in the employment, severance or similar agreement, if any, between such Participant and the Company or an Affiliate; provided, however, that, if there is no such employment, severance or similar agreement in which such term is defined, and unless otherwise defined in the applicable Award Certificate, “Cause” shall include but is not limited to misconduct or other activity detrimental to the business interest or reputation of the Company or continued unsatisfactory job performance without making reasonable efforts to improve. |

  236. DEFINITIONS

    | (g) ”CHANGE IN CONTROL” means and includes the occurrence of any one of the following events: |

  237. DEFINITIONS

    | (1) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” or “group” (as those terms are used in Section 13(d)(3) of the Exchange Act) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of the Company’s voting stock representing 30% or more of the voting power of the Company’s outstanding voting stock; provided, however, that an employee of the Company or any of its subsidiaries for whom shares are held under an employee stock ownership, employee retirement, employee savings or similar plan and whose shares are voted in accordance with the instructions of such employee shall not be a member of a “group” (as that term is used in |

  238. DEFINITIONS

    | www.internationalpaper.com | / A-1 |

  239. DEFINITIONS

    | Section 13(d)(3) of the Exchange Act) solely because such employee’s shares are held by a trustee under said plan; |

  240. DEFINITIONS

    | (2) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election, by the Company’s shareowners of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period; |

  241. DEFINITIONS

    | (3) the Company consolidates with, or merges with or into, any person, or any person consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the Company’s outstanding voting stock or voting stock of such other person is converted into or exchanged for cash, securities or other property, other than any such transaction where the Company’s voting stock outstanding immediately prior to such transaction constitutes, or is converted into or exchanged for, voting stock representing more than 50% of the voting power of the voting stock of the surviving person immediately after giving effect to such transaction; |

  242. DEFINITIONS

    | (4) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Company and its subsidiaries taken as a whole to any “person” or “group” (as those terms are used in Section 13(d)(3) of the Exchange Act) other than to the Company or one of its subsidiaries; or |

  243. DEFINITIONS

    | (5) the shareowners of the Company approve a complete liquidation or dissolution of the Company. |

  244. DEFINITIONS

    | (h) “CODE” means the Internal Revenue Code of 1986, as amended from time to time. For purposes of this Plan, references to sections of the Code shall be deemed to include references to any applicable regulations thereunder and any successor or similar provision. |

  245. DEFINITIONS

    | (i) “COMMITTEE” means the Management Development and Compensation Committee of the Board described in Article 4. |

  246. DEFINITIONS

    | (j) “COMPANY” means International Paper Company, a New York corporation, or any successor corporation. |

  247. DEFINITIONS

    | (k) “CONTINUOUS SERVICE” means the absence of any interruption or termination of service as an employee or director of the Company or any Affiliate, as applicable; provided, however, that, for purposes of an Incentive Stock Option, “Continuous Service” means the absence of any interruption or termination of service as an employee of the Company or any Parent or Subsidiary, as applicable, pursuant to applicable tax regulations. Continuous Service shall not be considered interrupted in the following cases: (i) a Participant transfers employment between the Company and an Affiliate or between Affiliates, or (ii) in the discretion of the Committee as specified at or prior to such occurrence, in the case of a spin-off, sale or disposition of the Participant’s employer from the Company or any Affiliate, (iii) a Participant transfers from being an employee of the Company or an Affiliate to being a director or independent contractor of the Company or of an Affiliate, or vice versa, or (iv) any leave of absence authorized in writing by the Company prior to its commencement; provided, however, that, for purposes of Incentive Stock Options, no such leave may exceed 90 days, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, on the 91st day of such leave any Incentive Stock Option held by the Participant shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Non-qualified Stock Option. Whether military, government or other service or other leave of absence shall constitute a termination of Continuous Service shall be determined in each case by the Committee at its discretion; provided, however, that, for purposes of any Award that is subject to Section 409A of the Code, the determination of a leave of absence must comply with the requirements of a “bona fide leave of absence” as provided in Treas. Reg. Section 1.409A-1(h). |

  248. DEFINITIONS

    | 2 \ | International Paper 2024 Proxy Statement |

  249. DEFINITIONS

    | (l) “DEFERRED STOCK UNIT” means a right granted to a Participant under Article 9 to receive Shares of Stock (or the equivalent value in cash or other property if the Committee so provides) at a future time as determined by the Committee, or as determined by the Participant within guidelines established by the Committee in the case of voluntary deferral elections. |

  250. DEFINITIONS

    | (m) “DISABILITY” of a Participant means that the Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Participant’s employer. If the determination of Disability relates to an Incentive Stock Option, “Disability” means Permanent and Total Disability as defined in Section 22(e)(3) of the Code. In the event of a dispute, the determination whether a Participant has incurred a Disability will be made by the Committee and may be supported by the advice of a physician competent in the area to which such Disability relates. |

  251. DEFINITIONS

    | (n) “DIVIDEND EQUIVALENT” means a right granted to a Participant under Article 11. |

  252. DEFINITIONS

    | (o) “EFFECTIVE DATE” has the meaning assigned such term in Section 3.1. |

  253. DEFINITIONS

    | (p) “ELIGIBLE PARTICIPANT” means Non-Employee Directors and designated employees of the Company or any Affiliate. |

  254. DEFINITIONS

    | (q) “EXCHANGE” means any national securities exchange on which the Stock may from time to time be listed or traded. |

  255. DEFINITIONS

    | (r) “EXCHANGE ACT” means the Securities Exchange Act of 1934, as amended from time to time. For purposes of this Plan, references to sections of the Exchange Act shall be deemed to include references to any applicable regulations thereunder and any successor or similar provision. |

  256. DEFINITIONS

    | (s) “FAIR MARKET VALUE” on any date, means (i) if the Stock is listed on a securities exchange, the closing stock price on such date immediately preceding the date on which (a) the Award is granted, or (b) the day on which the Committee approves the settling of the Award in cash, as applicable, or (ii) if the Stock is not listed on a securities exchange, the mean between the bid and offered prices as quoted by the applicable interdealer quotation system for such date; provided that, if the Stock is not quoted on an interdealer quotation system or if it is determined that the fair market value is not properly reflected by such quotations, Fair Market Value will be determined by such other method as the Committee determines in good faith to be reasonable and in compliance with Section 409A of the Code. |

  257. DEFINITIONS

    | (t) “FULL-VALUE AWARD” means an Award other than in the form of an Option or SAR, and which is settled by the issuance of Stock (or at the discretion of the Committee, settled in cash valued by reference to the Fair Market Value of the Stock). |

  258. DEFINITIONS

    | (u) “GOOD REASON” (or a similar term denoting constructive termination) has the meaning, if any, assigned such term in the employment, severance or similar agreement, if any, between a Participant and the Company or an Affiliate; provided, however, that, if there is no such employment, severance or similar agreement in which such term is defined, “Good Reason” shall have the meaning, if any, given such term in the applicable Award Certificate. If not defined in any such document, the term “Good Reason” as used herein shall not apply to a particular Award. |

  259. DEFINITIONS

    | (v) “GRANT DATE” of an Award means the first date on which all necessary corporate action has been taken to approve the grant of the Award as provided in the Plan, or such later date as is determined and specified as part of that authorization process. Notice of the grant shall be provided to the grantee within a reasonable time after the Grant Date. |

  260. DEFINITIONS

    | www.internationalpaper.com | / A-3 |

  261. DEFINITIONS

    | (w) “INCENTIVE STOCK OPTION” means an Option that is intended to be an incentive stock option and meets the requirements of Section 422 of the Code or any successor provision thereto. |

  262. DEFINITIONS

    | (x) “NON-EMPLOYEE DIRECTOR” means a director of the Company who is not a common law employee of the Company or an Affiliate. |

  263. DEFINITIONS

    | (y) “NON-QUALIFIED STOCK OPTION” means an Option that is not an Incentive Stock Option. |

  264. DEFINITIONS

    | (z) “OPTION” means a right granted to a Participant under Article 7 of the Plan to purchase Stock at a specified price during specified time periods. An Option may be either an Incentive Stock Option or a Non-qualified Stock Option. |

  265. DEFINITIONS

    | (aa) “OTHER STOCK-BASED AWARD” means a right granted to a Participant under Article 12 that relates to or is valued by reference to Stock or other Awards relating to Stock. |

  266. DEFINITIONS

    | (bb) “PARENT” means a corporation, limited liability company, partnership or other entity which owns or beneficially owns a majority of the outstanding voting stock or voting power of the Company. Notwithstanding the above, with respect to an Incentive Stock Option, Parent shall have the meaning set forth in Section 424(e) of the Code. |

  267. DEFINITIONS

    | (cc) “PARTICIPANT” means an Eligible Participant who has been granted an Award under the Plan; provided that, in the case of the death of a Participant, the term “Participant” refers to a beneficiary designated pursuant to Section 13.4 or the legal guardian or other legal representative acting in a fiduciary capacity on behalf of the Participant under applicable state law and court supervision. |

  268. DEFINITIONS

    | (dd) “PERFORMANCE AWARD” means any award granted under the Plan pursuant to Article 10. |

  269. DEFINITIONS

    | (ee) “PERSON” means any individual, entity or group, within the meaning of Section 3(a)(9) of the Exchange Act and as used in Section 13(d)(3) or 14(d)(2) of the Exchange Act. |

  270. DEFINITIONS

    | (ff) “PLAN” means the International Paper Company 2024 Long-Term Incentive Compensation Plan, as it may be amended from time to time. |

  271. DEFINITIONS

    | (gg) “RESTRICTED STOCK AWARD” means Stock granted to a Participant under Article 9 that is subject to certain restrictions and to risk of forfeiture. |

  272. DEFINITIONS

    | (hh) “RESTRICTED STOCK UNIT AWARD” means the right granted to a Participant under Article 9 to receive shares of Stock (or the equivalent value in cash or other property if the Committee so provides) in the future, which right is subject to certain restrictions and to risk of forfeiture. |

  273. DEFINITIONS

    | (ii) “RETIREMENT” means a Participant’s termination of employment with the Company or an Affiliate after reaching at least age 55 with 10 years of service, age 61 with 20 years of service, age 62 with 10 years of service, or age 65. In the case of a Participant who is a Non-Employee Director, “Retirement” means retirement from the Board after reaching the age specified for mandatory retirement from the Board. |

  274. DEFINITIONS

    | (jj) “SECURITIES ACT” means the Securities Act of 1933, as amended from time to time. For purposes of this Plan, references to sections of the Securities Act shall be deemed to include references to any applicable regulations thereunder and any successor or similar provision. |

  275. DEFINITIONS

    | (kk) “SHARES” means shares of the Company’s Stock. If there has been an adjustment or substitution with respect to the Shares (whether or not pursuant to Article 14), the term “Shares” shall also include any shares of stock or other securities that are substituted for Shares or into which Shares are adjusted. |

  276. DEFINITIONS

    | (ll) “STOCK” means the $1.00 par value common stock of the Company and such other securities of the Company as may be substituted for Stock pursuant to Article 14. |

  277. DEFINITIONS

    | (mm) “STOCK APPRECIATION RIGHT” or “SAR” means a right granted to a Participant under Article 8 to receive a payment equal to the difference between the Fair Market Value of a Share as of the date of exercise of the SAR over the base price of the SAR, all as determined pursuant to Article 8. |

  278. DEFINITIONS

    | A-4 \ | International Paper 2024 Proxy Statement |

  279. DEFINITIONS

    | (nn) “SUBSIDIARY” means any corporation, limited liability company, partnership or other entity of which 50% or more of the outstanding voting stock or voting power is beneficially owned directly or indirectly by the Company. Notwithstanding the above, with respect to an Incentive Stock Option, “Subsidiary” shall have the meaning set forth in Section 424(f) of the Code. |

  280. DEFINITIONS

    | (oo) “SURVIVING ENTITY” means the entity resulting from a Change in Control (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets or stock either directly or through one or more subsidiaries). |