DEF 14A of Sylvamo Corp
Filed Apr 5, 2024 · FY20230001193125-24-087937
Proxy Statement 2024
| 56 | Potential Payments Upon Involuntary Termination Without Cause | | 56 | Potential Payments Upon Involuntary Termination With Cause | | 57 | Potential Payments Upon Qualifying Termination After Change in Control | | 57 | Narrative to Potential Payments Upon Qualifying Termination After Change in Control Table | | 58 | CEO Pay Ratio | | 60 | Pay Versus Performance | | 63 | Director Compensation | | 63 | Compensation Philosophy | | 63 | Stock Ownership Requirements |
Proxy Statement 2024
| 63 | Elements of Our Director Compensation Program | | 63 | Annual Compensation | | 64 | Insurance and Indemnification Contracts | | 65 | Our Analysis | | 65 | Non-Employee Director Compensation Table | | 67 | Other Information | | 67 | Stock Ownership | | 69 | Delinquent Section 16(a) Reports | | 69 | Policies and Procedures for Related Person Transactions | | 69 | Certain Relationships and Related Person Transactions | | 70 | Reconciliations to U.S. GAAP Financial Measures | | 73 | How to Contact Us |
Director Nominees
Director Nominees
Nominees
Nominees The following individuals have been nominated for election by our shareholders at the Annual Meeting. The Board has determined, in its business judgment, that each of the nominees for director are independent under the listing standards of the New York Stock Exchange (“NYSE”) except for our Chief Executive Officer, Jean-Michel Ribiéras. The nominees currently serve on our Board. Additional information about them starts on page 21.
Nominees
| | Name | Director Since | Board Committees and Leadership | Professional Background | Other Public Company Boards (#) | | | Jean-Michel Ribiéras | 2021 | Chairman | Chairman and CEO Sylvamo | | | | Stan Askren | 2021 | Audit Committee Management Development and Compensation Committee | CEO and Founder Quiet Trail Advisors Advisor and Lean Business Consultant Lean Focus, LLC | | | | Christine S. Breves | 2021 | Audit Committee | Former CFO, SVP and EVP Business Transformation United States Steel Corporation | 2 |
Proxy Statement 2024 i
Proxy Statement 2024 i
Proxy Statement 2024 i
| | Name | Director Since | Board Committees and Leadership | Professional Background | Other Public Company Boards (#) | | | Jeanmarie Desmond | 2021 | Chair, Audit Committee Nominating and Corporate Governance Committee | Former CFO and EVP DuPont de Nemours, Inc. | 2 | | | Liz Gottung | 2021 | Chair, Management Development and Compensation Committee | Principal and Consultant Liz Gottung LLC | 1 | | | Joia M. Johnson | 2021 | Management Development and Compensation Committee Nominating and Corporate Governance Committee | Former Chief Administrative Officer General Counsel and Corporate Secretary Hanesbrands Inc. | 2 | | | Karl L. Meyers | 2023 | Nominating and Corporate Governance Committee | Former Chairman and CEO Soundview Paper Holdings LLC (now Marcal Paper) | | | | David Petratis | 2021 | Lead Independent Director Chair, Nominating and Corporate Governance Committee | Former Chairman, President and CEO Allegion plc | 2 | | | J. Paul Rollinson | 2021 | Management Development and Compensation Committee | President and CEO Kinross Gold Corporation | 1 | | | Mark W. Wilde | 2023 | Audit Committee Management Development and Compensation Committee | Former Managing Director and Sell Side Senior Analyst Bank of Montreal Capital Markets | | | | James P. Zallie | 2021 | Audit Committee | President and CEO Ingredion Incorporated | 1 |
Elect eleven director nominees to our Board
Elect eleven director nominees to our Board The Board has nominated our current directors, Jean-Michel Ribiéras, Stan Askren, Christine Breves, Jeanmarie Desmond, Liz Gottung, Joia M. Johnson, Karl L. Meyers, David Petratis, J. Paul Rollinson, Mark W. Wilde and James P. Zallie, to be elected to serve on our Board for one year until the 2025 annual meeting of our shareowners and the date a qualified successor has been elected, or until the director’s resignation, removal or death, if earlier. Each nominee has consented to being named as a nominee in this Proxy Statement and serving on the Board if elected. We do not know of any reason why any nominee would be unable to or would not serve as a director if elected. If, prior to the Annual Meeting, a nominee is unable or unwilling to serve, the shares represented by all valid proxies will be voted for the election of such other person as the Board may nominate, or the Board may reduce its size. There are no family relationships among our director nominees and executive officers. All of our director nominees have served on the Board since the 2023 annual meeting of our shareowners. More information about the director nominees is in the section of this Proxy Statement entitled “Executive Officers and Directors.”
Elect eleven director nominees to our Board
| | The Board recommends that you vote FOR each nominee |
Global Compensation Philosophy and 2023 Programs – Overview
| Element | Overview | | Target Total Direct Compensation (“TDC”) | Base salary adjustments as of March 1, 2023 and target values for the 2023 short- and long-term incentive plans were approved for Sylvamo executives by the MDCC in February 2023. In addition, the MDCC in May 2023 approved a new base salary and incentive plan targets for Mr. Davoli effective July 1, 2023 upon his transition to a new role in the United States (“U.S.”). | | 2023 Annual Incentive Plan (“2023 AIP”) | Annual, cash-based plan rewards performance achievement against Free Cash Flow and Adjusted EBITDA Margin goals. | | 2023 Long-Term Incentive Plan (“2023 LTIP”) | Equity-based, multi-year plan rewards performance achievement against Return on Invested Capital (“ROIC”) and relative Total Shareholder Return (“rTSR”) goals for the performance-based restricted stock units and continued service with the Company for time-based restricted stock units. | | Other Plans | • Incentive Compensation Plan (“ICP”) governs Sylvamo’s short- and long-term incentive compensation plans and included an initial authorization of 4.4 million shares available for equity awards under the plan. • Executive Severance Plan provides for cash and equity treatment in change-in-control (“CIC”) and non-CIC termination scenarios. • Stock ownership guidelines for the Executive Officers. • Personal use of charter aircraft up to the Board-approved limit for the CEO. • Standard medical and retirement plans. • Standard global mobility policy for employees on a mobility assignment. |
Compensation Policies and Practices
| What we DO | What we DON’T DO | | ✓ Limit on Cash Severance for Executive Officers. In a termination event not related to a CIC of the Company, severance is capped at two times the sum of base salary plus target AIP award for the CEO and one times base salary for SVPs. ✓ Cap on Change-in-Control Cash Benefits. In the event of a change-in-control, we cap cash severance at two and one-half times the sum of base salary plus target AIP award for the CEO and one and one-half times the sum of base salary plus target AIP award for SVPs. ✓ Robust Equity Ownership and Retention Requirements. We require Executive Officers to own Sylvamo shares equal to a multiple of base salary and to retain 50 percent of net (after-tax) vesting of equity until the ownership requirement is met. ✓ Clawback of Incentive Compensation. We will clawback AIP and LTIP performance-based awards in the event of financial restatement and as directed by the MDCC for misconduct. ✓ Non-Competition and Non-Solicitation Agreements. We require our Executive Officers to enter into non-competition agreements and non-solicitation agreements, the violation of which may result in forfeiture and clawback of incentive compensation awards as well as ineligibility for the Executive Severance Plan benefits. ✓ Multiple Performance Metrics. We incorporate multiple performance metrics in our AIP and LTIP to promote balanced decision-making. ✓ Peer Groups. We use our Benchmarking Peer Group and general industry survey data to benchmark compensation and a separate peer group to compare our relative TSR. ✓ Annual Risk Assessment. The MDCC evaluates annually whether our compensation policies and practices are designed and administered with the appropriate balance of risk and reward in relation to our overall business strategy and do not encourage executives to take unnecessary or excessive risks that would be reasonably likely to have a material adverse effect on the Company. ✓ Annual Say on Pay Vote. We hold an annual advisory vote to solicit our shareowners’ feedback on our compensation program. | ✓ No Employment Agreements with our NEOs. We do not have employment agreements that guarantee compensation or ongoing employment with any Executive Officer who is based fully in the United States. ✓ No Arrangement with our Executive Officers for Single Trigger CIC Cash Benefits or Equity Vesting. In the event of a CIC, we require a double trigger before payment of cash severance or vesting equity awards. Severance is paid and equity vests only if there is a qualifying termination of employment within two years following the CIC. Equity awards vest only if replacement awards are not granted by acquiring company. ✓ No Active Defined Benefit Retirement Programs. NEOs participate in the same defined contribution plan as all of our U.S. based employees (and for Mr. Davoli, for his time in Brazil, participated in the same defined contribution plan as all Brazil based employees), with no additional contribution. Those who previously were employed by International Paper may have a benefit under that prior plan(s). ✓ No Repricing of Stock Options. In the event we grant stock options in the future, we will not reprice those under our plan. ✓ No Short Selling, Pledging or Hedging by Section 16 Officers and Directors. We do not permit any Section 16 Officer or Director to short sell Sylvamo securities, pledge Sylvamo securities as collateral for a loan or hold in a margin account, hedge or engage in a monetization transaction of our securities. ✓ No Excessive Perquisites. We offer limited perquisites to our NEOs. We cap our expense for personal travel by the CEO on charter aircraft to a maximum of $125,000. ✓ No Tax Gross-Ups. We do not gross-up any NEO compensation to cover taxes, other than on mobility related expenses. |
2023 Target Total Direct Compensation Elements
| Element | Overview | | Base Salary | • Fixed portion of compensation based on the responsibilities of each Executive Officer’s position, experience level and individual performance. • Additional information can be found on page 42. | | Annual Incentive Plan (AIP) | • Rewards achievement of pre-established financial goals – Free Cash Flow (weighted 50%) and Adjusted EBITDA Margin (weighted 50%) for 2023. • Metrics link our executive’s short-term incentive to the foundation of Sylvamo’s financial discipline to deliver robust, resilient cash flow and focus on using our commercial and operational advantages to build a strong balance sheet and return cash to shareowners. • Additional information can be found beginning on page 43. | | Long-Term Incentive Plan (LTIP) | • LTIP balances retaining top talent and enhancing alignment with shareowner interest by utilizing a mix of 40% time-based restricted stock units (RSUs) and 60% performance-based restricted stock units (PSUs). • RSUs vest ratably over the three-year period and PSUs vest at the end of the three-year period based on Company performance in: • Absolute Return on Invested Capital (ROIC) weighted 50% and • Relative Total Shareholder Return (rTSR) weighted 50%. • Additional information can be found beginning on page 44. |
Role of the Management Development and Compensation Committee
| • | Our compensation benchmarking process, as well as the companies used for comparison (our Benchmarking Peer Group (“BPG”)) to ensure reasonableness and stability; |
Role of the Management Development and Compensation Committee
| • | Performance metrics, goals, and their respective weightings, as well as the companies against which we compare our relative performance; |
Role of Compensation Consultants
Role of Compensation Consultants The MDCC engaged FW Cook to serve as its independent, external compensation consultant. The MDCC relies on FW Cook to advise on its decision-making process and has sole authority to retain and terminate the relationship, as well as 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 the firm to be independent from the Company. FW Cook has attested in writing as to its independence from the Company. Company management utilizes Willis Towers Watson as its compensation consultant to advise on program design, provide and analyze benchmarking data, apprise management of evolving practices and trends, and perform other consulting services as needed.
Role of Executive Compensation Benchmarking
Role of Executive Compensation Benchmarking Each component of Target Total Direct Compensation is targeted at the median (50th percentile) of the applicable market data. Each Executive Officer’s compensation may vary from market median based on factors such as:
Role of Executive Compensation Benchmarking
| • | Position scope and responsibilities, |
Role of Executive Compensation Benchmarking
| • | Experience and duration in his or her position, |
Role of Executive Compensation Benchmarking
| • | Individual performance, and |
Role of Executive Compensation Benchmarking
| • | Internal equity. |
Role of Executive Compensation Benchmarking
We used two reference points to develop the compensation levels:
Role of Executive Compensation Benchmarking
| 1 | For the CEO, CFO, and Chief Administrative and Legal Officer, we used publicly-available compensation data from 18 companies in our peer group, which we refer to as our BPG, |
Role of Executive Compensation Benchmarking
| 2 | For all the other NEOs, we used published industry survey data from the general industry survey administered by Willis Towers Watson, Equilar Top 25 Compensation Survey for companies with a revenue scope of $1- $5 Billion, based on our Company’s revenue size, adjusted to reflect revenue responsibility for each business role, as applicable. |
Role of Executive Compensation Benchmarking
Our MDCC approved 18 companies for our BPG based on the following:
Role of Executive Compensation Benchmarking
| • | Similar operations, in terms of scale and industry, |
Role of Executive Compensation Benchmarking
| • | Business characteristics, including profitability, global scale and number of employees and |
Role of Executive Compensation Benchmarking
| • | Other characteristics such as geography, Institutional Shareholder Services Peers, etc. |
Role of Executive Compensation Benchmarking
In 2022, the following companies were selected as the BPG for competitive market comparisons(1) on 2023 pay levels and plan design for our Executive Officers:
Role of Executive Compensation Benchmarking
| Aptar Group, Inc. | | Ashland Global | | Clearwater Paper | | Glatfelter Corporation | | Graphic Packaging Holding Co. | | Greif Inc. | | H. B. Fuller | | Innospec | | Kaiser Aluminum | | Louisiana-Pacific Corporation |
Role of Executive Compensation Benchmarking
| Mativ Holdings | | Mercer International | | O-I Glass, Inc. | | Packaging Corporation of America | | Resolute Forest Products (removed from BPG after acquired by Domtar) | | Sealed Air | | Silgan Holdings | | Sonoco Products Company |
Short-Term Incentive
Short-Term Incentive
2023 Annual Incentive Plan (AIP)
2023 Annual Incentive Plan (AIP) The NEOs participated in the 2023 AIP, which is our annual, cash-based incentive plan designed to reward participants for strong cash generation through Free Cash Flow and delivering value through Adjusted EBITDA Margin. Performance objectives for the 2023 AIP were approved by the MDCC in February 2023. When approving performance achievement for EBITDA Margin, the MDCC considered the impact of a $29 million oversight in the 2023 budget. This resulted in overstating the 2023 EBITDA budget, which is used to set the 2023 AIP EBITDA Margin target. In light of management’s efforts to manage through the down cycle and developing and executing Project Horizon, the MDCC adjusted the EBITDA Margin actual performance for the impact of the $29 million oversight in the budget, as seen in the Reconciliations to U.S. GAAP Financial Measures beginning on page 70. The chart below describes how the 2023 AIP awards were earned. The below target performance during 2023 is primarily the result of uncoated freesheet industry demand declining significantly in all regions where we operate.
2023 Annual Incentive Plan (AIP)
| 2023 AIP Performance Metrics | Metric Weight | Threshold Performance(1) (Payout at 50%) | Target Performance (Payout at 100%) | Maximum Performance(2) (Payout at 200%) | Actual Performance | % of Target Award Earned | Company Performance Achievement | | Adjusted EBITDA Margin(3) | 50% | 16.1% | 18.9% | 21.7% | 17.1% | 67.90% | 33.93% | | Free Cash Flow(4) ($ million) | 50% | $260 | $325 | $390 | $294 | 76.15% | 38.08% | | Total | 100% | | | | | | 72.01% |
2023 Annual Incentive Plan (AIP)
(1) Threshold is defined for: (1) Adjusted EBITDA Margin as 85% of Target and (2) Free Cash flow as 80% of Target. (2) Maximum is defined for: (1) Adjusted EBITDA Margin as 115% of Target and (2) Free Cash flow as 120% of Target. (3) See pages 70 and 71 for a definition of Adjusted EBITDA Margin, a non-U.S. GAAP financial measure, and a reconciliation to the most closely comparable GAAP measure. (4) See page 70 for a definition of Free Cash Flow, a non-U.S. GAAP financial measure, and a reconciliation to the most closely comparable GAAP measure. 2023 AIP target awards, expressed as a percentage of base salary, were approved by the MDCC for our NEOs or by the Board for our CEO in February 2023. Accordingly, 2023 AIP targets reflect a slight increase over prior year based on the competitive market analysis (refer to page 41). In February 2024, the MDCC, and the Board for our CEO, approved individual performance achievement at target based on each Executive Officers’ performance. The table below shows the 2023 AIP target and the payout amounts approved in February 2024 by the MDCC (or by the Board for the CEO):
2023 Annual Incentive Plan (AIP)
| | 2023 AIP Target | Company Performance Achievement | 2023 AIP Earned Award | | Jean-Michel Ribiéras | $1,350,000 | 72.01% | $972,100 | | John V. Sims | $500,000 | 72.01% | $360,100 | | Matthew L. Barron | $312,000 | 72.01% | $224,700 | | Rodrigo Davoli(1) | $263,900 | 72.01% | $190,100 | | Greg C. Gibson | $331,500 | 72.01% | $238,700 |
2023 Annual Incentive Plan (AIP)
(1) Amounts earned through June 30, 2023 while SVP & General Manager Latin America were denominated in Brazilian Real; converted using the 12/29/2023 foreign exchange rate of 1 BRL = 0.2061 USD.
Long-Term Incentive
Long-Term Incentive
2023 Long-Term Incentive Plan (LTIP)
2023 Long-Term Incentive Plan (LTIP) The NEOs participated in the 2023 LTIP, which is our long-term, equity-based incentive plan earned over a multi-year period. LTIP target grants for executive officers are approved at the MDCC’s meeting in February 2023 as a mix of 60% performance-based and 40% time-based awards to provide a balance between performance and retention. *Relative to the S&P 600 Small Cap Materials Index of companies as of February 1, 2023 2023 PSUs reward achievement of three-year average Absolute ROIC(1) and rTSR(2) metrics and are aligned with our Company’s vision of being the Investment of Choice. PSUs will be settled March 1, 2026, based on Company performance against these metrics. If our TSR is negative over the performance period, performance achievement for the rTSR portion of the PSUs is capped at 100%. RSUs reward commitment to service and benefit from long-term stock appreciation. RSUs vest and are settled in equal, one-third installments on March 1 of each year over the three-year period following grant. Unvested RSUs and PSUs accrue dividend equivalent units (“DEUs”) when dividends are paid to our shareowners. DEUs are subject to the same terms and conditions as the underlying award. The value of the 2023 LTIP awards to our NEOs is shown in the Summary Compensation Table on page 48, and the number of units awarded is shown in the Grants of Plan-Based Award During 2023 table on page 50. (1) Absolute Return on Invested Capital (ROIC), a non-GAAP financial measure, is calculated as operating earnings before net interest expense and special items and after one-time costs related to the spin-off, including both earnings from continuing and discontinued operations (up through the date of sale), divided by average invested capital. Invested capital is total equity plus interest-bearing liabilities and less cash and temporary investments. (2) Relative Total Shareholder Return (rTSR) is calculated by ranking the Company’s TSR against the TSR of each company in the TSR Peer Group (companies in the S&P 600 Small Cap Materials Index as of February 1, 2023). TSR means the change in the Company’s common stock price during the performance period (January 1, 2023 – December 31, 2025) plus the impact of any dividends paid and reinvested during the performance period. For all TSR Peer Group members, the beginning stock price will be established based on the average closing price of the 30 trading days immediately following and including January 1, 2023, and the ending stock price will be established based on the average closing price of the 30 trading days immediately preceding and including the end of the three-year performance period. The Company’s TSR and the companies in the TSR Peer Group use the same methodology.
Executive Severance Plan (CIC and Non-CIC)
Executive Severance Plan (CIC and Non-CIC) The NEOs participate in the Executive Severance Plan (“ESP”), which provides consistent severance payments and benefits to all Executive Officers in the event of a termination of employment: (i) by Sylvamo for reasons other than death, disability or for cause as defined in the ESP; or (ii) by the executive for good reason as defined in the ESP (each, a “Qualifying Termination”). Upon a Qualifying Termination that occurs within two years following a change in control of the Company, the severance benefit for an Executive Officer would be equal to one and one-half times (or in the case of the CEO, two and one-half times) the sum of annual base salary and target AIP award, payable in a lump sum. In addition, the pro-rata portion of the current year AIP award would be paid at target levels. Upon a Qualifying Termination that is not related to a change in control, the Executive Officer would be entitled to severance equal to the executive’s annual base salary payable in a lump sum (or in the case of the CEO two times the sum of annual base salary plus target AIP award). The ESP also provides for continuation of group health care coverage at active employee rates for a period of up to 18 months (or up to one year for an executive other than the CEO terminated not in connection with a change in control), plus certain outplacement benefits. As a condition to participation in the ESP, participants, including the NEOs, have agreed to a one-year post-termination non-compete and employee and client/customer non-solicit covenant, a perpetual confidentiality covenant and a perpetual non-disparagement covenant, and must execute at termination a customary release of claims in order to receive any severance payments or benefits. We believe these potential benefits align executive and shareowner interests by enabling our NEOs and other Executive Officers to focus on the interests of shareowners and other constituents when considering a potential change in control, without undue concern for their own financial and employment security. No benefits are provided upon a change in control alone (i.e., without also experiencing an accompanying termination) 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 change in control benefits. For more detail on these change in control agreements and benefits, see “Post-Employment Termination Benefits.” Mr. Davoli’s Long-Term Assignment to the U.S. We relocated Rodrigo Davoli to the United States in June 2023 in connection with his transition to SVP and General Manager, North America. To facilitate the transition, Sylvamo provided relocation expenses, tax services and certain benefits including housing allowance, education for children, home leave and a company car for a 2-year duration. The total payment made in 2023 for such benefits was $156,598. Consistent with Brazilian law, upon his termination by mutual consent from our Brazilian subsidiary, Sylvamo paid Mr. Davoli $118,047 in indemnity, $23,092 vacation pay and $15,510 in other miscellaneous payments. Mr. Davoli’s departure from Brazil by mutual consent was more cost efficient for Sylvamo but resulted in Mr. Davoli’s forfeiting $119,538 under the Brazilian Previp Plan, which was reimbursed to him (paid in Brazilian Real and converted using the 12/29/2023 foreign exchange rate of 1 BRL = 0.2061 USD). These payments are described in the Summary Compensation Table on page 48.
Clawback and Forfeiture of Incentive Awards
Clawback and Forfeiture of Incentive Awards In July 2023, the MDCC approved the Sylvamo Corporation Clawback Policy (“Clawback Policy”), which is designed to comply with the NYSE listing standards implementing the SEC’s compensation recoupment rules. Under our Clawback Policy, we will recover certain incentive compensation in the event of an accounting restatement as defined in the policy. We will also recover amounts as directed by the MDCC in the event of misconduct as defined in the Clawback Policy. Awards under the AIP may be subject to a clawback if, during employment or within 90 days after termination, the employee engages in an act detrimental to the business interest or reputation of the Company or any act determined to be a deliberate disregard of the Company’s rules, or violation of a restrictive covenant. Beginning in 2023, equity awards granted to our Executive Officers (including the NEOs) under the LTIP within a three-year look-back period may be subject to a clawback in the event such executive officer violates the Company’s Code of Conduct or a restrictive covenant. In addition, outstanding AIP and LTIP awards are subject to forfeiture in the event of an accounting restatement or misconduct.
Prohibition on Repricing; No Stock Option Grants
Prohibition on Repricing; No Stock Option Grants We do not backdate or reprice equity grants. Our incentive compensation plan provides that stock options may not be repriced, directly or indirectly, without the prior consent of the Company’s shareowners. We currently do not offer stock options.
Equity Grant Timing
Equity Grant Timing 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 February. RSUs are granted from time to time by our Senior Vice President & Chief People Officer (as delegated by the Board) within parameters approved by the MDCC, and may be granted on the first day of any month. Having predetermined grant dates minimizes any concern that grant dates could be selectively chosen based upon market price at any given time.
Summary Compensation Table
Summary Compensation Table The table below shows base salary, stock awards under our LTIP and, if applicable, our ad hoc RSA program, cash awards under our AIP, the change in pension value, and all other compensation to our NEOs for the period January 1, 2023 through December 31, 2023.
Summary Compensation Table
| Name and Principal Position | Year(1) | Salary ($) | Bonus ($) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | Jean-Michel Ribiéras | | | | | | | | | | CEO & Chairman of the Board (Principal Executive Officer) | 2023 2022 2021 | 1,110,000 1,029,167 250,000 | — — — | 4,179,676 3,880,598 2,917,599 | 972,100 1,765,500 425,000 | 123,744 — — | 440,068 234,930 28,536 | 6,825,588 6,910,195 3,621,135 | | John V. Sims | | | | | | | | | | Chief Financial Officer (Principal Financial Officer) | 2023 2022 2021 | 620,021 591,771 143,750 | — — — | 1,306,167 1,234,742 1,336,150 | 360,100 776,700 187,000 | 197,677 — — | 153,778 87,034 17,466 | 2,637,743 2,690,247 1,684,366 | | Rodrigo Davoli (6)(7) | 2023 | 395,840 | — | 397,094 | 190,100 | — | 491,391 | 1,474,425 | | Senior Vice President—General Manager, North America | | | | | | | | | | Matthew L. Barron (7) | 2023 2022 | 472,450 432,250 | — — | 679,251 493,938 | 224,700 444,900 | — — | 93,335 54,845 | 1,469,736 1,425,933 | | Senior Vice President— Chief Administrative & Legal Officer | | | | | | | | | | Greg C. Gibson (7) | | | | | | | | | | Senior Vice President—Commercial Excellence | 2023 2022 2021 | 507,800 494,000 120,000 | — — — | 585,200 658,556 641,104 | 238,700 494,000 119,000 | 36,210 — — | 86,883 68,647 15,136 | 1,454,793 1,715,203 895,240 |
Summary Compensation Table
(1) Sylvamo spun off from International Paper on October 1, 2021 becoming a standalone publicly traded company. As such, the periods reported include fiscal 2023 and 2022 and the period October 1, 2021 through December 31, 2021. Mr. Barron was not a NEO in 2021 and Mr. Davoli was not an NEO in 2021 or 2022. (2) The amounts shown in this column reflect the grant date fair value of the 2023 LTIP grant of restricted stock units and performance stock units to the NEOs on March 1, 2023, computed in accordance with FASB ASC Topic 718. A discussion of the assumptions used in calculating these values for the 2023 fiscal year may be found in Note 16 to our audited consolidated and combined financial statements included in the Company’s Form 10-K for the fiscal year-ended December 31, 2023. (3) The amounts shown in this column represents the amount earned under the 2023 AIP based on Company and individual performance during the period shown, which is paid in February of the following year. The amount shown for Mr. Davoli includes amounts earned through June 30, 2023 while SVP & General Manager Latin America, which were denominated in Brazilian Real; the Brazilian Real values were converted using the 12/29/2023 foreign exchange rate of 1 BRL = 0.2061 USD for purposes of this disclosure. (4) The amounts shown in this column represent the change in accruals under our Retirement Plan and Pension Restoration Plan as shown in the “Pension Benefits” table. Importantly, the change in pension value is not currently paid to an executive as compensation, but is a measurement of the change in value of the pension from January 1, 2023 to the end of the fiscal year. Changes in pension value arise from, among other things, the decrease in the discount period and the impact of changes in assumptions from the prior measurement date including changes in the discount rate and mortality rates. The discount rate used is the same as the rate used by the Company for financial statement disclosure as of the end of the fiscal year. This rate, which decreased by 30 basis points from the beginning of the measurement period, is based on economic conditions at year end. Mr. Barron and Mr. Davoli do not participate in our Retirement Plan or Pension Restoration Plan. Note the present value of Retirement Plan and Pension Restoration Plan benefits may increase in the future if interest rates decline. The NEOs do not receive “preferential or above market” earnings on non-qualified deferred compensation. Accordingly, there is no amount included in this column for this type of earnings credit. (5) A breakdown of the “All Other Compensation” amounts for 2023 is shown in the following table:
Summary Compensation Table
| Name | Retirement Savings Account Contributions ($)(a) | Company Matching Contribution ($)(b) | Group Life Insurance ($)(c) | Company Matching Gift ($)(d) | Personal Use of Charter Aircraft ($)(e) | Company Car ($)(f) | Amounts Related to Relocation to U.S. ($)(g) | Total ($)(h) | | Jean-Michel Ribiéras | 172,530 | 138,024 | 4,728 | — | 124,786 | — | — | 440,068 | | John V. Sims | 83,803 | 67,043 | 2,932 | — | — | — | — | 153,778 | | Rodrigo Davoli | 7,167 | 21,998 | 1,831 | — | — | 27,610 | 432,785 | 491,391 | | Matthew L. Barron | 45,868 | 44,033 | 2,234 | 1,200 | — | — | — | 93,335 | | Greg C. Gibson | 60,108 | 24,374 | 2,401 | — | — | — | — | 86,883 |
Summary Compensation Table
(a) The amounts shown in this column represent the Retirement Savings Account contributions made by the Company to the NEO’s account in the Sylvamo Savings Plan and Deferred Compensation Savings Plan, as shown in the “Non-Qualified Deferred Compensation Plan” table. The contribution amount is equal to a percentage of eligible compensation, based on the NEO’s age at the date the contribution is made. (b) The amounts shown in this column represent the Company match to the NEO’s contribution to the Sylvamo Savings Plan and Deferred Compensation Savings Plan, as shown in the “Non-Qualified Deferred Compensation Plan” table. For Mr. Davoli, the amount shown also includes the Company match of $18,988 to the Company’s Previp savings plan in Brazil, which were converted to U.S. dollars using the December 29, 2023 foreign exchange rate of 0.2061 BRL = 1 USD for the purposes of this disclosure. (c) The amounts shown in this column represent the Company’s annual premium payment for the NEO’s group life insurance benefit. For Mr. Davoli the amount also includes $1,196 associated with life insurance benefits provided during his time in Brazil. Amounts paid in Brazil were converted to U.S. dollars using the December 29, 2023 foreign exchange rate of 0.2061 BRL = 1 USD for the purposes of this disclosure. (d) The amounts shown in this column represent the Company’s match of each NEO’s donations to the United Way of America (50-percent match). (e) The amount shown in this column represent the company cost of Mr. Ribiéras personal use of chartered aircraft. (f) The amount in this column represents the company cost of a company car provided to Mr. Davoli for the period January – June 2023, while in Brazil, which were converted to U.S. dollars using the December 29, 2023 foreign exchange rate of 0.2061 BRL = 1 USD for the purposes of this disclosure. This is a prevalent market benefit provided to executives in Brazil. (g) The amount in this column includes costs associated with Mr. Davoli’s relocation to the U.S. in mid-2023. These costs include $20,050 in housing, $7,365 in travel related expenses, $29,867 in moving expenses, $56,382 in educational payments, and $42,934 in tax gross-ups. In addition to facilitate a termination by mutual consent from the Brazilian subsidiary under Brazilian law certain payments were made to Mr. Davoli, including indemnity payments of $118,047, vacation pay of $23,092, $119,538 in forfeited Previp Savings Plan contributions and $15,510 in miscellaneous payments. Benefits paid in Brazil were converted to U.S. dollars using the December 29, 2023 foreign exchange rate of 0.2061 BRL = 1 USD for the purposes of this disclosure. (h) The amounts shown in this column represent the sum of columns (a) through (e). (6) Mr. Davoli’s salary and AIP for the period January 1, 2023 to June 30, 2023 were denominated in his local currency of Brazilian Real. Upon his relocation to the U.S. in July 2023 his salary and associated AIP Target were denominated in U.S. Dollars. The Brazilian amounts were converted to U.S. dollars using the December 29, 2023 foreign exchange rate of 0.2061 BRL = 1 USD for the purposes of this disclosure. (7) Mr. Davoli was not an NEO in 2021 or 2022. Mr. Barron was not an NEO in 2021. Mr. Gibson retired on March 31, 2024.
Grants of Plan-Based Awards
Grants of Plan-Based Awards The table below shows payout ranges for our NEOs under the 2023 AIP and the 2023 LTIP grants, as described in our CD&A. There were no other plan-based cash or equity awards granted to our NEOs in 2023.
Grants of Plan-Based Awards
| | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(4) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | Name | Grant Date | MDCC Action Date(1) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Jean-Michel Ribiéras | | | 337,500 | 1,350,000 | 2,700,000 | | | | | | | | 3/1/2023 | 2/21/2023 | | | | 2,918 | 48,766 | 97,532 | | | | | 3/1/2023 | 2/21/2023 | | | | | | | 33,892 | 4,179,676 | | John V. Sims | | | 125,000 | 500,000 | 1,000,000 | | | | | | | | 3/1/2023 | 2/20/2023 | | | | 912 | 15,240 | 30,480 | | | | | 3/1/2023 | 2/20/2023 | | | | | | | 10,591 | 1,306,167 | | Rodrigo Davoli | | | 66,000 | 263,900 | 527,800 | | | | | | | | 3/1/2023 | 2/20/2023 | | | | 277 | 4,633 | 9,266 | | | | | 3/1/2023 | 2/20/2023 | | | | | | | 3,220 | 397,094 | | Matthew L. Barron | | | 78,000 | 312,000 | 624,000 | | | | | | | | 3/1/2023 | 2/20/2023 | | | | 474 | 7,925 | 15,850 | | | | | 3/1/2023 | 2/20/2023 | | | | | | | 5,508 | 679,251 | | Greg C. Gibson | | | 82,900 | 331,500 | 663,000 | | | | | | | | 3/1/2023 | 2/20/2023 | | | | 409 | 6,828 | 13,656 | | | | | 3/1/2023 | 2/20/2023 | | | | | | | 4,745 | 585,200 |
Grants of Plan-Based Awards
(1) The MDCC approved the 2023 LTIP grants at its February 20, 2023 meeting, with the exception of the LTIP grant to the CEO, which was approved by the Board on February 21, 2023. (2)The amounts shown in these columns show the: (i) threshold, which is the amount that would have been paid under the 2023 AIP if the Company had achieved only the minimum performance level required in one of the following performance metrics: Adjusted EBITDA Margin or Free Cash Flow. For example, since absolute Adjusted EBITDA Margin is weighted at 50 percent, a threshold payout at 50 percent would result in weighted performance achievement of 25 percent (or 50 percent of 50 percent), (ii) target and (iii) maximum payouts (200%) under the 2023 AIP. The actual amount paid is shown in the Summary Compensation Table. Minimum performance in at least one objective is required to fund an AIP award pool. The amounts shown for Mr. Davoli, include amounts earned through June 30, 2023 while SVP & General Manager Latin America, which were denominated in Brazilian Real; the Brazilian Real values were converted using the 12/29/2023 foreign exchange rate of 1 BRL = 0.2061 USD. (3) The amounts shown in these columns reflect the: (i) threshold, which is the amount that would have been paid for the PSUs granted under the 2023 LTIP if the Company had achieved only the minimum performance level required in one of the following performance metrics: Absolute ROIC or rTSR. The number of units granted for the rTSR portion is lower due to incorporating the Monte Carlo valuation into the calculation of units as such, we used the rTSR portion in this example. For example, since rTSR is weighted at 50 percent, a threshold payout at 25 percent would result in weighted performance achievement of 12.5 percent (or 50 percent of 25 percent). Minimum performance in at least one objective is required to earn a payout under the PSU portion. Maximum performance under the PSU portion is 200 percent. (4) The amount shown in these columns reflect the time-based RSU portion of the 2023 LTIP grant, excluding dividend equivalent units that were awarded during the year. These awards vest ratably over a three-year period beginning March 1, 2024. (5) The amounts shown in this column reflect the grant date fair value of the time-based restricted stock units and the performance-based restricted stock units associated with the 2023 LTIP grant, excluding dividend equivalent units that were awarded during the year as explained in further detail in the narrative following this table.
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table Awards under our non-equity based plan (AIP) and our equity-based plan (LTIP) are described in our Compensation Discussion & Analysis. Actual amounts paid, if any, under these incentive programs will be based on Company performance in pre-established performance metrics at the end of the performance period. Actual amounts paid, if any, under the LTIP will increase as a result of dividend equivalent units that accrue on unvested LTIP if dividends are declared for shareowners during the performance period, which dividend equivalent units are subject to the same terms and conditions as the underlying LTIP award. Both AIP and LTIP awards may be forfeited in the event of certain misconduct or in the event of a financial restatement. RSUs awarded under the LTIP will be pro-rated based on service in the event of death, disability, severance and retirement. PSUs awarded under the LTIP will be pro-rated based on service and paid based on target performance in the event of death or disability. In other termination scenarios (other than for cause), PSUs will be pro-rated based on service and paid at actual Company performance at the end of the performance period.
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End The following table shows the outstanding equity awards, including accrued dividend equivalents units held by our NEOs as of December 31, 2023.
Outstanding Equity Awards at Fiscal Year End
| | Stock Awards | | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Jean-Michel Ribiéras | 10/15/2021 | 35,345 | 1,735,793 | | | | | 2/22/2022 | 27,373 | 1,344,288 | | | | | 2/22/2022 | | | 116,361 | 5,714,489 | | | 3/1/2023 | 34,713 | 1,704,755 | | | | | 3/1/2023 | | | 60,843 | 2,988,000 | | John V. Sims | 10/15/2021 | 16,187 | 794,944 | | | | | 2/22/2022 | 8,710 | 427,748 | | | | | 2/22/2022 | | | 37,024 | 1,818,249 | | | 3/1/2023 | 10,848 | 532,745 | | | | | 3/1/2023 | | | 19,014 | 933,778 | | Rodrigo Davoli | 10/15/2021 | 3,019 | 148,263 | | | | | 2/22/2022 | 2,489 | 122,235 | | | | | 2/22/2022 | | | 10,579 | 519,535 | | | 3/1/2023 | 3,298 | 161,965 | | | | | 3/1/2023 | | | 5,780 | 283,856 | | Matthew L. Barron | 10/15/2021 | 3,017 | 148,165 | | | | | 2/22/2022 | 3,484 | 171,099 | | | | | 2/22/2022 | | | 14,811 | 727,368 | | | 3/1/2023 | 5,641 | 277,030 | | | | | 3/1/2023 | | | 9,887 | 485,551 |
Outstanding Equity Awards at Fiscal Year End
| | Stock Awards | | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Greg C. Gibson | 10/15/2021 | 7,766 | 381,388 | | | | | 2/22/2022 | 4,645 | 228,116 | | | | | 2/22/2022 | | | 19,747 | 969,775 | | | 3/1/2023 | 4,860 | 238,675 | | | | | 3/1/2023 | | | 8,519 | 418,368 |
Outstanding Equity Awards at Fiscal Year End
(1) These amounts represent the outstanding time-based restricted stock units granted under the: (i) 2021 Transaction grant on October 15, 2021, which vest ratably over three years beginning March 1, 2022; (ii) 2022 LTIP on February 22, 2022, also vesting ratably over three years beginning on March 1, 2023 and (iii) 2023 LTIP on March 1, 2023, also vesting ratably over three years beginning on March 1, 2024. (2) The market value is calculated based on the closing price of our common stock on December 29, 2023, of $49.11. (3) These amounts represent the unearned performance-based restricted stock units outstanding under the 2022 LTIP and 2023 LTIP. These awards will vest, based on Company performance, on March 1, 2025 and 2026, respectively. Units disclosed for the 2022 LTIP assume maximum performance achievement of 200%, as cumulative performance to date exceeds target for both ROIC and rTSR. Units disclosed for the 2023 LTIP performance assume (i) maximum performance of 200% for the rTSR portion, as cumulative performance to date exceeds target, and (ii) threshold performance of 50% for the ROIC portion as cumulative performance to date is below threshold performance. (4) The market value is calculated based on the number of unearned performance shares outstanding and the closing price of our common stock on December 29, 2023 of $49.11.
Stock Vested
Stock Vested The following table shows information about vesting of RSUs for each of the NEOs during fiscal 2023, including the value realized at vest.
Stock Vested
| | Stock Awards | | | Name | Number of Shares Acquired On Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Jean-Michel Ribiéras | 47,873 | 2,361,575 | | John V. Sims | 20,056 | 989,362 | | Rodrigo Davoli | 4,164 | 205,410 | | Matthew L. Barron | 4,648 | 229,286 | | Greg C. Gibson | 9,851 | 485,950 |
Stock Vested
(1) Amounts shown represent shares under the 2021 Transaction Grant and the 2022 LTIP that vested on March 1, 2023. (2) Amounts shown represent the value of the vested shares based on our closing stock price on the date immediately preceding the vesting date of the award, which was $49.33 on February 28, 2023, the closing stock price on the trading day preceding the vest on March 1, 2023.
Pension Benefits
Pension Benefits The following table shows the present value of benefits payable to our NEOs under our Retirement Plan and Pension Restoration Plan at December 31, 2023. The change in present value of the accrued benefit is shown in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table for 2023. Messrs. Ribieras, Sims and Gibson are eligible for a benefit calculated under the Retirement Plan and the Pension Restoration Plan formula.
Pension Benefits
| Name | Plan Name | Number of Years Credited Service (#)(1) | Present Value of Accumulated Benefit ($)(2) | | Jean-Michel Ribiéras | Retirement Plan | 13.83 | 701,401 | | | Pension Restoration Plan | 13.83 | 2,031,693 | | | Total | | 2,733,094 | | John V. Sims | Retirement Plan | 24.58 | 1,266,732 | | | Pension Restoration Plan | 24.58 | 2,215,511 | | | Total | | 3,482,243 | | Rodrigo Davoli | Retirement Plan | — | — | | | Pension Restoration Plan | — | — | | | Total | | — | | Matthew L. Barron | Retirement Plan | — | — | | | Pension Restoration Plan | — | — | | | Total | | — | | Greg C. Gibson | Retirement Plan | 36.42 | 1,850,919 | | | Pension Restoration Plan | 36.42 | 2,848,852 | | | Total | | 4,699,771 |
Pension Benefits
(1) In February 2014, International Paper’s MDCC approved changes to the Retirement Plan and Pension Restoration Plan such that credited service and compensation were capped effective December 31, 2018, for salaried employees, including the NEOs. For service after this date, employees affected by the freeze will receive Retirement Savings Account contributions. Accordingly, this column represents years of service credited to each eligible NEO under the Retirement Plan and the Pension Restoration Plan, not years of service with the Company. (2) The calculation of the present value of accumulated benefits as of December 31, 2023 assumes a discount rate of 5.20 percent for annuity payments and deferral periods. The assumptions regarding the benefit commencement date are the same as described in footnote (1).
Non-Qualified Deferred Compensation
Non-Qualified Deferred Compensation The following table shows contributions in 2023 by the Company and each of our NEOs to the DCSP, which is our non-qualified deferred compensation plan, and each NEO’s DCSP account balance as of December 31, 2023.
Non-Qualified Deferred Compensation
| Name | Executive Contributions in Last Fiscal Year ($)(1) | Registrant Contributions in Last Fiscal Year ($)(2) | Aggregate Earnings in Last Fiscal Year ($)(3) | Aggregate Balance at Last Fiscal Year End ($)(4) | | Jean-Michel Ribiéras | 246,450 | 274,914 | 330,337 | 3,029,746 | | John V. Sims | 90,665 | 115,206 | 246,826 | 1,521,949 | | Rodrigo Davoli | — | — | — | — | | Matthew L. Barron | 46,988 | 57,560 | 35,446 | 363,940 | | Greg C. Gibson | 34,000 | 60,708 | 173,959 | 2,039,113 |
Non-Qualified Deferred Compensation
(1) These amounts are included in the “Salary” column of the Summary Compensation Table for 2023 for each NEO. (2) These amounts are included in the “All Other Compensation” column of the Summary Compensation Table for 2023 for each NEO. (3) These amounts are not included in the Summary Compensation Table because they are not “preferential or above market earnings.” (4) Of the amounts shown in this column, the following amounts were included in the “Salary” column of the Summary Compensation Table for the years as follows: Mr. Ribiéras: $372,375, Mr. Sims: $141,840 and Mr. Gibson: $68,240 was included for the periods of 2021-2023 and for Mr. Barron $65,736 for 2022-2023. Amounts that may have been reported by International Paper prior to the spin-off are not included in these figures. The DCSP allows participants to save for retirement by deferring up to 85% of eligible cash compensation, which includes base salary and AIP awards. Participants may contribute to the DCSP after deferring either the maximum pre-tax amount or total pre-tax and after-tax amount to the 401(k) plan or after reaching the IRS compensation limit for that year. The Company credits matching contributions equal to 70% of the participant’s contributions up to 4% of compensation, plus 50% of contributions up to an additional 4% of compensation. The Company also credits Retirement Savings Account contributions to each NEO’s account. These contributions are equal to a percentage of eligible compensation based on the NEO’s age at the date the contribution is made. For 2023, NEO contribution amounts were as follows: Mr. Ribiéras contributed 9% of base salary, Mr. Sims contributed 8% of base salary, Mr. Gibson contributed 8% of base salary, Mr. Barron contributed 8% of base salary, and Mr. Davoli contributed 0% of base salary. As a result of the varying contribution amounts, the actual amounts deferred and the Company’s resulting matching contribution will vary for each NEO. Participant contributions are credited with earnings (or losses) based on the participant’s choice of investment fund equivalents. Investment fund equivalents match the investment returns of the funds available in the 401(k) plan. Investment elections may be changed daily subject to securities laws restrictions. Differences in earnings reported in the “Non-Qualified Deferred Compensation” table above are based on the individual participant’s investment elections. Participants are fully vested in their contributions at all times. Amounts contributed by the Company become vested upon completing three years of service, reaching age 65, death, disability, termination of employment as a result of the permanent closing of the participant’s facility, or eligibility for severance under the Salaried Employee Severance Plan. Participant accounts are divided into contribution accounts for amounts deferred prior to January 1, 2005, and contribution accounts for amounts deferred after January 1, 2005. Distributions of amounts contributed on or after January 1, 2005, may only be made in the event of termination of employment, death, disability or through an in-service distribution at a date elected during the initial enrollment period. Participants must elect their distribution form of payment in an initial deferral election, which may only be changed under a subsequent distribution election that meets the requirements under IRC Section 409A. In the event no election has been made, the participant will receive a lump-sum form of payment. In-service withdrawals are limited to unforeseeable emergencies.
Potential Payments Upon Termination or Change-in-Control
Potential Payments Upon Termination or Change-in-Control
Potential Payments Upon Death or Disability
Potential Payments Upon Death or Disability The Company provides to our NEOs the following benefits in the event of termination due to death or disability, which are also available to all of our U.S. salaried employees. Upon reaching age 65, the disabled individual is covered under our retirement programs, if eligible, as described above. We provide long-term disability income benefit equal to 60 percent of base salary, up to a total payable benefit of $15,000 per month. The Company provides the same benefits to the beneficiary of an executive officer (including an NEO) upon death as are available to our U.S. salaried employees. In the event of an NEO’s termination due to disability or death, the vesting of the time-based awards granted under the LTIP is prorated based upon the number of months the participant worked during the vesting period, and are paid on the first day of the month following termination. The value of such prorated awards upon disability or death would be the same values shown below in the Vesting of Equity column in the Potential Payments Upon Retirement table.
Potential Payments Upon Retirement
Potential Payments Upon Retirement The following table presents the potential payments to our NEOs, assuming that they retired December 31, 2023.
Potential Payments Upon Retirement
| Name | Retirement Plan Annuity ($) | Pension Restoration Plan Annuity ($) | TOTAL Annuity ($)(1) | Unused/Earned Vacation Pay ($)(2) | Vesting of Equity ($)(3) | | Jean-Michel Ribiéras | 54,546 | 157,998 | 212,544 | 273,462 | 5,724,998 | | John V. Sims | 98,197 | 171,746 | 269,943 | 127,404 | 2,040,717 | | Rodrigo Davoli | — | — | — | 52,923 | — | | Matthew L. Barron | — | — | — | 40,615 | — | | Greg C. Gibson | 149,384 | 229,925 | 379,309 | 123,969 | 1,016,872 |
Potential Payments Upon Retirement
(1) Amounts shown represent the annual single life annuity benefits payable from the tax-qualified Retirement Plan and the Pension Restoration Plan as of December 31, 2023. Messrs. Ribiéras, Sims, and Gibson are eligible for early retirement as of December 31, 2023. No amounts are shown for Messrs. Barron and Davoli, as they are not participants in the Retirement Plan and Pension Restoration Plan. (2) Amounts shown in this column are (i) 2023 earned vacation pay, and (ii) special vacation pay upon retirement, which is a percentage of base salary based on years of service (as Mr. Barron and Mr. Davoli are not retirement eligible, their amounts do not include special vacation pay). (3) Amounts shown in this column reflect the dollar value, based on the closing price of our common stock on December 29, 2023, of the prorated portions of the outstanding time-based restricted stock units and performance-based restricted stock units, assuming target Company performance (as Mr. Barron and Mr. Davoli are not retirement eligible, their equity would forfeit upon termination).
Potential Payments Upon Involuntary Termination Without Cause
Potential Payments Upon Involuntary Termination Without Cause The following table represents all amounts that would be payable to our NEOs in the event of involuntary termination without cause, including earned pension amounts payable as a result of the termination and the prorated vesting of outstanding equity awards per the terms of the LTIP assuming that the termination occurred on December 31, 2023.
Potential Payments Upon Involuntary Termination Without Cause
| Name | Lump Sum Severance Payment ($)(1) | Vesting of Equity ($)(2) | Value of Continued Benefits ($)(3) | TOTAL Pension Annuity ($)(4) | | Jean-Michel Ribiéras | 6,195,562 | 5,724,998 | 102,458 | 212,544 | | John V. Sims | 1,112,504 | 2,040,717 | 93,287 | 269,943 | | Rodrigo Davoli | 673,023 | 516,539 | 94,518 | — | | Matthew L. Barron | 745,315 | 702,961 | 94,445 | — | | Greg C. Gibson | 872,669 | 1,016,872 | 93,287 | 379,309 |
Potential Payments Upon Involuntary Termination Without Cause
(1) The amounts shown in this column reflect estimated amounts under the Executive Severance Plan. For the CEO, the formula of two times the sum of (i) salary and (ii) target AIP for 2023. For all other NEOs, the formula is one times salary. Amounts shown also include the following benefits to which the NEO would be entitled: (i) 2024 earned vacation pay, (ii) special vacation pay upon retirement, which is a percentage of base salary based on years of service (as Mr. Barron and Mr. Davoli are not retirement eligible, their amounts do not include special vacation pay) and AIP award earned for 2023. The Company does not gross-up severance benefits. (2) Amounts shown in this column reflect the dollar value, based on the closing price of our common stock on December 29, 2023, of the prorated portions of the outstanding time-based restricted stock units and performance-based restricted stock units, assuming target Company performance. (3) Amounts shown in this column reflect the cost of (i) 18 months for the CEO and 12 months for all other NEOs of continued medical and dental under COBRA after the active employee rate has been paid by the NEO and (ii) executive outplacement services. (4) Amounts shown represent the annual single life annuity benefits payable from the tax-qualified Retirement Plan and the Pension Restoration Plan as of December 31, 2023. Messrs. Ribiéras, Sims, and Gibson are eligible for early retirement as of December 31, 2023. No amounts are shown for Messrs. Barron and Davoli, as they are not participants in the Retirement Plan and Pension Restoration Plan.
Potential Payments Upon Involuntary Termination With Cause
Potential Payments Upon Involuntary Termination With Cause An executive officer who is terminated with cause would not be eligible for the severance benefits included in the previous table. Further, the executive officer would lose outstanding equity awards under the LTIP or other restricted stock grants, and would not be eligible for payment of an AIP award.
Potential Payments Upon Involuntary Termination With Cause
| Name | Pension Annuity ($)(1) | | Jean-Michel Ribiéras | 212,544 | | John V. Sims | 269,943 | | Rodrigo Davoli | — | | Matthew L. Barron | — | | Greg C. Gibson | 379,309 |
Potential Payments Upon Involuntary Termination With Cause
(1) Amounts shown represent the annual single life annuity benefits payable from the tax-qualified Retirement Plan and the Pension Restoration Plan as of December 31, 2023. Messrs. Ribiéras, Sims, and Gibson are eligible for early retirement as of December 31, 2023. No amounts are shown for Messrs. Barron and Davoli, as they are not participants in the Retirement Plan and Pension Restoration Plan.
Potential Payments Upon Qualifying Termination After Change in Control
Potential Payments Upon Qualifying Termination After Change in Control The following table represents amounts that would be payable to our NEOs upon termination of employment on December 31, 2023 without cause (including by the NEO for “good reason”) within two years following a change in control of the Company.
Potential Payments Upon Qualifying Termination After Change in Control
| Name | Lump Sum Severance Payment ($)(1) | Value of Continued Benefits ($)(2) | TOTAL Cash-Based Award ($) | Accelerated Vesting of Equity ($)(3) | TOTAL Pre-Tax Benefit ($)(4) | Pension Annuity ($)(5) | | Jean-Michel Ribiéras | 7,810,962 | 102,458 | 7,913,420 | 10,095,073 | 18,008,493 | 212,544 | | John V. Sims | 2,314,904 | 102,458 | 2,417,362 | 3,431,115 | 5,848,477 | 269,943 | | Rodrigo Davoli | 1,357,673 | 104,304 | 1,461,977 | 925,289 | 2,387,266 | — | | Matthew L. Barron | 1,540,615 | 104,195 | 1,644,810 | 1,358,621 | 3,003,431 | — | | Greg C. Gibson | 1,717,719 | 102,458 | 1,820,177 | 1,676,526 | 3,496,703 | 379,309 |
Potential Payments Upon Qualifying Termination After Change in Control
(1) Amounts shown in this column reflect a change in control severance payment under the Executive Severance Plan. For the CEO, this is two and a half times the sum of (i) base salary as of December 31, 2023 and (ii) target AIP for 2023. For all other NEOs, this is one and a half times the sum of (i) base salary and (ii) target AIP for 2023. Also included in this amount is the (i) 2023 AIP target bonus, (ii) 2024 earned vacation and (iii) special vacation pay, if applicable. (2) Amounts shown in this column reflect the cost of (i) 18 months of continued medical and dental under COBRA after the active employee rate has been paid by the NEO and (ii) executive outplacement services. (3) Amounts shown in this column reflect the dollar value, based on the closing price of our common stock on December 31, 2023, of the outstanding equity awards, assuming target performance for the performance-based units. (4) Amounts shown in this column represent the total of the cash amounts payable as well as the value of accelerated vesting of equity. (5) Amounts shown represent the annual single life annuity benefits payable from the tax-qualified Retirement Plan and the Pension Restoration Plan as of December 31, 2023. Messrs. Ribiéras, Sims, and Gibson are eligible for early retirement as of December 31, 2023. No amounts are shown for Messrs. Barron and Davoli, as they are not participants in the Retirement Plan and Pension Restoration Plan.
Narrative to Potential Payments Upon Qualifying Termination After Change in Control Table
Narrative to Potential Payments Upon Qualifying Termination After Change in Control Table The Company has an Executive Severance Plan (“ESP”) (each of the U.S. based Executive Officers has entered into participation agreements under the ESP), that provide severance payments and other benefits in the event of a change in control of the Company. Our Board believes that maintaining the ESP is a sound business practice that protects shareowner value prior to, during and after a change in control, and allows us to recruit and retain top executive talent. This program is only available to the U.S. based Executive Officers including the NEOs. For our non-U.S. based Executive Officers, similar provisions have been provided for in their respective employment contracts. We believe this ESP aligns executive and shareowner interests by enabling leaders of the Company to focus on the interests of shareowners and other constituents when considering a potential change in control, without undue concern for their own financial and employment security. As shown in greater detail in the above table, the ESP provides the following benefits to the NEOs only if there has been both a change in control of the Company and a qualifying termination of employment; i.e., they are terminated without cause by the new employer or the employee departs for “good reason” within two years of the change in control (“double-trigger” benefits):
Narrative to Potential Payments Upon Qualifying Termination After Change in Control Table
| • | Cash severance payment equal to the sum of (i) base salary as of the date of the qualifying termination plus (ii) target AIP for the year of the qualifying termination times one and a half (two and a half times for Mr. Ribiéras); |
Narrative to Potential Payments Upon Qualifying Termination After Change in Control Table
| • | Prorated AIP for the year of the qualifying termination (based on target achievement); |
Narrative to Potential Payments Upon Qualifying Termination After Change in Control Table
| • | Medical and dental insurance for 18 months; and |
Narrative to Potential Payments Upon Qualifying Termination After Change in Control Table
| • | Where replacement awards are provided in substitution for outstanding equity awards upon the change in control, all such replacement awards vest and become unrestricted. |
Narrative to Potential Payments Upon Qualifying Termination After Change in Control Table
A “change in control” is defined in the ESP as any of the following events:
Narrative to Potential Payments Upon Qualifying Termination After Change in Control Table
| • | Acquisition of 30 percent or more of the Company’s stock; |
Narrative to Potential Payments Upon Qualifying Termination After Change in Control Table
| • | Change in the majority of the Board of Directors within two consecutive years, unless two-thirds of the directors in office at the beginning of the period approved the nomination or election of the new directors; |
Narrative to Potential Payments Upon Qualifying Termination After Change in Control Table
| • | Merger or similar business combination; |
Narrative to Potential Payments Upon Qualifying Termination After Change in Control Table
| • | Sale of substantially all of the Company’s assets; or |
Narrative to Potential Payments Upon Qualifying Termination After Change in Control Table
| • | Approval by our shareowners of a complete liquidation or dissolution of the Company. |
Narrative to Potential Payments Upon Qualifying Termination After Change in Control Table
The lump sum cash severance benefit shown above is payable only in the event of termination of employment without cause within two years following a change in control. This includes voluntary resignation only in limited situations that meet the definition of “good reason,” listed below. Under no circumstance will an executive receive a cash severance benefit under the agreement if he or she leaves voluntarily other than for “good reason,” which is defined as:
Narrative to Potential Payments Upon Qualifying Termination After Change in Control Table
| • | The assignment to the executive of duties inconsistent with his or her position or a substantial decrease in responsibilities; |
Narrative to Potential Payments Upon Qualifying Termination After Change in Control Table
| • | Reduced annual base salary; |
Narrative to Potential Payments Upon Qualifying Termination After Change in Control Table
| • | Elimination of a material compensation plan (including the AIP or LTIP) or a change in the executive’s participation on substantially the same basis; |
Narrative to Potential Payments Upon Qualifying Termination After Change in Control Table
| • | Elimination of substantially similar pension or welfare plans (except for across-the-board reductions of such benefits for executives), or a material reduction of any fringe benefit, or failure to provide the same number of vacation days; |
Narrative to Potential Payments Upon Qualifying Termination After Change in Control Table
| • | Failure by the Company to secure an agreement by the successor to assume the change in control agreement; |
Narrative to Potential Payments Upon Qualifying Termination After Change in Control Table
| • | Any other termination without sufficient notice; or |
Narrative to Potential Payments Upon Qualifying Termination After Change in Control Table
| • | Relocation more than 50 miles from place of work. |
CEO Pay Ratio
CEO Pay Ratio Pursuant to Item 402(u) of SEC Regulation S-K, we are providing the relationship of the annual total compensation of our Chairman and CEO, Jean-Michel Ribiéras, to that of our median compensated employee. For fiscal 2023:
CEO Pay Ratio
| • | The annual total compensation of our median employee was $34,867; and |
CEO Pay Ratio
| • | The annual total compensation of our CEO, as reported in the Summary Compensation Table (see page 48), was $6,825,588. |
CEO Pay Ratio
The resulting ratio of annual total compensation for Mr. Ribiéras to the median employee was 196:1. To calculate the CEO pay ratio we used the following methodology and assumptions:
CEO Pay Ratio
| • | Utilized the global employee population as of November 1, 2023 (excluding the CEO), which included all full-time, part-time, temporary and seasonal employees, to select the median employee, |
CEO Pay Ratio
| • | Base salary/wages paid from January 1 through October 31, 2023 was used as the compensation measure, and |
CEO Pay Ratio
| • | The annual total compensation of the median employee was determined using the same methodology as the total compensation of Mr. Ribiéras as provided in the Summary Compensation Table (see page 48) for 2023. |
CEO Pay Ratio
This pay ratio is an estimate calculated in a manner consistent with SEC rules based on the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. The MDCC designed an executive compensation program to link a majority of our NEOs’ realized compensation to achievement of Sylvamo’s financial, commercial and strategic goals, and to align executives’ interest with those of shareowners. The table below shows the total compensation for our NEOs for the past three years, the “compensation actually paid” to our CEO and, on an average basis, our other NEOs, our TSR, the TSR of the S&P Small Cap Materials Index, our net income and our financial performance measure for compensatory purposes, Free Cash Flow.
CEO Pay Ratio
| | | | | | Value of Initial Fixed $100 Investment Based on | | | | | Year (1) | Summary Compensation Table Total for CEO ($) (2) | Compensation Actually Paid to CEO ($) (3) | Average Summary Compensation Table Total for Other Non-CEO NEOs ($) (4) | Average Compensation Actually Paid To Other Non-CEO NEOs ($) (5) | Total Shareholder Return | Peer Group Total Shareholder Return (6) | Net Income ($) (7) | Free Cash Flow ($) (8) | | 2023 | 6,825,588 | 7,761,689 | 1,759,174 | 1,891,696 | 154.36 | 116.45 | 253 | 294 | | 2022 | 6,910,195 | 9,884,131 | 1,808,233 | 2,451,556 | 148.12 | 97.06 | 118 | 332 | | 2021 | 3,621,135 | 3,557,687 | 1,043,829 | 1,026,713 | 84.52 | 103.35 | 62 | 117 |
CEO Pay Ratio
(1) On October 1, 2021, the Company spun off from International Paper and became a publicly traded company, as such we are reporting fiscal 2023 and 2022 and the period October 1, 2021 through December 31, 2021. (2) The amounts shown in this column represent the total compensation, per the Summary Compensation Table, (see page 48), for our CEO, Mr. Ribiéras, for the period October 1, 2021 through December 31, 2021 and fiscal years 2022 and 2023. (3) SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine “compensation actually paid” as reported above. The amounts shown do not necessarily reflect the actual amounts of compensation paid to our CEO or other NEOs during the applicable year as they include (i) the year-end value of equity awards granted during the reported year that have not yet vested, (ii) the change in the value of equity awards that were unvested at the end of the prior year, measured through the date the awards vested or were forfeited, or through the end of the fiscal year and (iii) certain pension related costs. Below is a calculation of “compensation actually paid” to the CEO and other NEOs (“Other NEOs”), which for 2023 are Messrs. Sims, Barron, Davoli and Gibson, for 2022 are Messrs. Sims, Gibson, Barron and Wilczynski, and for 2021 Messrs. Sims, Gibson, Cleves and Wilczynski:
CEO Pay Ratio
| Year/ Executive | Summary Compensation Table Total ($) | Reported Value of Equity Awards ($) (a) | Equity Award Adjustments ($) (b) | Reported Change in the Actuarial Present Value of Pension Benefits ($) (c) | Pension Benefit Adjustments ($) (d) | Compensation Actually Paid ($) | | 2023 | | | | | | | | CEO, Mr. Ribiéras | 6,825,588 | (4,179,676) | 5,239,521 | (123,744) | — | 7,761,689 | | Other NEOs | 1,759,174 | (741,928) | 932,921 | (58,472) | — | 1,891,696 | | 2022 | | | | | | | | CEO, Mr. Ribiéras | 6,910,195 | (3,880,598) | 6,854,534 | — | — | 9,884,131 | | Other NEOs | 1,808,233 | (721,762) | 1,365,085 | — | — | 2,451,556 | | Q4 2021 | | | | | | | | CEO, Mr. Ribiéras | 3,621,135 | (2,917,599) | 2,854,151 | — | — | 3,557,687 | | Other NEOs | 1,043,829 | (787,061) | 769,945 | — | — | 1,026,713 |
CEO Pay Ratio
(a) The amounts shown in this column represent the grant date fair value of the equity awards to our CEO and other NEOs, as reported in the “Stock Awards” column in the Summary Compensation Table for each applicable year. (b) The amounts shown in this column represents the year-over-year change in the fair value of equity awards to our CEO and other NEOs, as itemized in the table below.
CEO Pay Ratio
| | 2023 | | 2022 | | 2021 | | | Fair Value of Equity Awards | CEO | Other NEOs | CEO | Other NEOs | CEO | Other NEOs | | As of December 31, 2023 for unvested awards granted during the year | 4,446,961 | 789,373 | 5,182,320 | 963,871 | 2,854,151 | 769,945 | | Year-over-year increase of unvested awards granted in prior years | 744,829 | 133,897 | 1,433,089 | 338,448 | — | — | | Increase from prior fiscal year-end for awards that vested during the year | 47,731 | 9,651 | 239,125 | 62,766 | — | — | | Total Equity Award Adjustments | 5,239,521 | 932,921 | 6,854,534 | 1,365,085 | 2,854,151 | 769,945 |
CEO Pay Ratio
(c) Amounts shown represent the change in the actuarial present value of our CEO’s and other NEOs’ accumulated benefit under all benefit and actuarial pension plans in which they participant, as reported in the “Change in Pension Value & Nonqualified Deferred Compensation Earnings” column in the Summary Compensation Table. (d) Amounts shown represent the actuarially determined service cost for services rendered under all benefit and actuarial pension plans in which our CEO and other NEOs participate. (4) The amounts shown in this column represent the total compensation reported for our NEOs, other than the CEO, in the Summary Compensation Table. (5) The amounts shown in this column represent the total compensation, per the Summary Compensation Table, for our NEOs, other than the CEO, for the period October 1, 2021 through December 31, 2021 and fiscal year 2023 and 2022. (6) The amounts shown in this column are in millions and reflect the cumulative total shareholder return of the S&P Small Cap Materials Index, as of December 31, 2023, weighted according to the constituent companies’ market capitalization at the beginning of each period for which a return is indicated. The S&P Small Cap Materials Index is the peer group used by Sylvamo for purposes of Item 201(e) of Regulation S-K under the Exchange Act in Sylvamo’s Annual Report on Form 10-K for the year ended December 31, 2023, 2022 and 2021. (7) The amounts shown are in millions and reflect fiscal 2023 and 2022 Net Income and Net Income for the period October 1, 2021 through December 31, 2021. (8) The amounts shown are in millions and reflect the Free Cash Flow for the years ended December 31, 2023 and 2022 and for the period October 1, 2021 through December 31, 2021. See the reconciliation to U.S. GAAP starting on page 70.
Relationship Between “Compensation Actually Paid” and Performance Measures
Relationship Between “Compensation Actually Paid” and Performance Measures The charts below illustrate the correlation in 2021, 2022 and 2023 between:
Relationship Between “Compensation Actually Paid” and Performance Measures
| • | Sylvamo TSR relative to peers and |
Relationship Between “Compensation Actually Paid” and Performance Measures
| • | The relationship between CEO and Other NEO “compensation actually paid” and Sylvamo’s: |
Relationship Between “Compensation Actually Paid” and Performance Measures
| • | TSR, |
Relationship Between “Compensation Actually Paid” and Performance Measures
| • | Net Income and |
Relationship Between “Compensation Actually Paid” and Performance Measures
| • | Free Cash Flow |
Elements of Our Director Compensation Program
Elements of Our Director Compensation Program Compensation for our non-employee directors consists of:
Elements of Our Director Compensation Program
| • | An annual retainer fee that is a mix of cash and equity |
Elements of Our Director Compensation Program
| • | Committee chair fees and a Lead Independent Director fee, as applicable |
Elements of Our Director Compensation Program
| • | Liability insurance. |
Elements of Our Director Compensation Program
On at least a biennial basis, we evaluate the reasonableness and appropriateness of the total compensation paid to our directors in comparison to peer companies who comprise our BPG. We will evaluate our program in 2025 consistent with this schedule. At the time of our last evaluation in 2023, our total compensation was at the 50th percentile of our BPG and no changes were made to the program.
Our Analysis
| Our Director Pay Principles | Our 2023 Director Pay Policies and Practices | | • Target compensation at median of benchmarking peer group (“BPG”) | • Maintained mix of cash and equity in line with cross-section of similar companies (BPG), which total compensation was at the median level of companies included in our BPG | | • Align the interests of our directors with the interests of our shareowners | • Paid 56 percent of regular board fees in the form of equity to ensure that directors, like shareowners, have a personal stake in Sylvamo’s financial performance | | • Attract and retain top director talent | • Compensated directors competitively, based on a cross-section of similar companies (BPG) | | • 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 for a 5- or 10-year period |
Non-Employee Director Compensation Table
Non-Employee Director Compensation Table The following table provides information on 2023 compensation for non-employee directors. The amounts in the table below show differences among directors because certain directors receive committee chair fees or Lead Independent Director fee. (1) Represents the portion of the annual Board and Board committee retainers and Lead Independent Director fee, as applicable, whether payable in cash or deferred at the director’s election, during 2023. Cash retainers are paid quarterly in arrears. Directors can elect to receive all or half of their cash retainer on a current basis in cash or on a deferred basis in the form of DSUs.
Non-Employee Director Compensation Table
| Name of Director | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Stan Askren | 100,000 | 125,009 | 225,009 | | Christine S. Breves | 100,000 | 125,009 | 225,009 | | Jeanmarie Desmond | 125,000 | 125,009 | 250,009 | | Liz Gottung | 120,000 | 125,009 | 245,009 | | Joia M. Johnson | 100,000 | 125,009 | 225,009 | | Karl L. Meyers | 100,000 | 125,009 | 225,009 | | David Petratis | 140,000 | 125,009 | 265,009 | | J. Paul Rollinson | 100,000 | 125,009 | 225,009 | | Mark W. Wilde | 100,000 | 125,009 | 225,009 | | James P. Zallie | 100,000 | 125,009 | 225,009 |
Non-Employee Director Compensation Table
(1) Represents the portion of the annual Board and Board committee retainers and Lead Independent Director fee, as applicable, whether payable in cash or deferred at the director’s election, during 2023. Cash retainers are paid quarterly in arrears. Directors can elect to receive their retainers on a current basis in cash or on a deferred basis in the form of DSUs. (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 Accounting Standards Codification Topic 718. A discussion of the assumptions used in calculating these values for the 2023 fiscal year may be found in Note 16 to our audited consolidated and combined financial statements included in our 2023 Form 10-K. The grant date fair value of the equity awards shown in the “Stock Awards” column is based on $42.19, the closing price of Sylvamo’s common stock on May 15, 2023, which is the last business day immediately preceding the date of grant. Directors can elect to receive their equity retainer in RSUs that vest in one year or DSUs payable in either five or ten years based on their election. Restrictions on RSUs awarded to our directors under our current compensation plan lapse on May 16, 2024, the date of our annual shareowner meeting, then the shares are freely transferable, subject to our director stock ownership requirement and securities regulations. Restrictions on DSUs will lapse on May 16, 2029 for Mses. Breves and Johnson and Messrs. Askren, Meyers and Rollinson and on May 16, 2034 for Ms. Desmond and Mr. Petratis, based on the deferral period elected. The following table shows the aggregate number of RSUs and DSUs, including reinvested dividends, outstanding as of December 31, 2023, for each non-employee director. The amounts in the table show differences among directors because each director makes an individual election to receive his or her fees in cash and/or equity.
Non-Employee Director Compensation Table
| Name of Director | Aggregate Number of RSUs and DSUs Outstanding (#) | | Stan Askren | 9,854 | | Christine S. Breves | 5,433 | | Jeanmarie Desmond | 3,018 | | Liz Gottung | 3,018 | | Joia M. Johnson | 8,646 | | Karl Meyers | 7,661 | | David Petratis | 18,330 | | J. Paul Rollinson | 15,563 | | Mark W. Wilde | 3,018 | | James P. Zallie | 3,018 | | Total | 77,559 |