DEF 14A of International Paper Co /New/, Apr 1, 2025

DEF 14A of International Paper Co /New/

Filed Apr 1, 2025 · FY20240001193125-25-069947

Open on EDGAR

  1. Senior Vice President, General Counsel and Corporate Secretary

    | Executive Compensation Tables | 88 | | Summary Compensation Table | 88 | | Grants of Plan-Based Awards During 2024 | 90 | | Outstanding Equity Awards at December 31, 2024 | 92 | | Stock Vested in 2024 | 93 | | Pension Benefits in 2024 | 93 | | Nonqualified Deferred Compensation in 2024 | 96 | | Post-Employment Termination Benefits | 97 | | Pay Versus Performance | 103 | | CEO Pay Ratio | 108 | | Equity Compensation Plan Information | 109 | | Ownership of Company Stock | 110 | | ITEM 4 Shareowner proposal concerning a report on the Company’s LGBTQIA+ equity and inclusion efforts | 112 | | Information About the Annual Meeting | 115 | | Appendix A – Reconciliations of Non-GAAP Measures | A-1 |

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    | 2024 Incentive Plan Design Overview With Metrics and Weightings | 57 | | How and Why We Choose Our Performance Metrics | 69 | | NEO Compensation | 77 | | Pay Versus Performance | 103 | | How do I attend the annual meeting? | 115 |

  3. Senior Vice President, General Counsel and Corporate Secretary

    | 4 \ | International Paper 2025 Proxy Statement |

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    Forward-Looking Statements. Certain statements in this Proxy Statement that are not historical in nature may be considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “expects”, “anticipates”, “believes”, “estimates” and similar expressions identify forward-looking statements. These statements are not guarantees of future performance and reflect management’s current views and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these statements. Moreover, any targets or goals with respect to climate change or other sustainability matters discussed herein or in our sustainability reports as noted below are forward-looking statements and may be aspirational. These targets or goals are not guarantees of future results, and involve assumptions and known and unknown risks and uncertainties, some of which are beyond our control. Such risks and other factors that may impact forward-looking statements are discussed in our filings with the SEC, including in Item 1A under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, filed on February 21, 2025, and the risks and uncertainties discussed in any subsequent reports that we file or furnish with the SEC from time to time. The information contained herein speaks as of the date hereof, and we do not have or undertake any obligation to update or revise our forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by law. No Incorporation by Reference. Information that is in our 2023 Sustainability Report, any information that will be in our 2024 Sustainability Report to be published later in 2025, and any other information on our website that we may refer to in this Proxy Statement is not incorporated by reference into, and does not form any part of, this Proxy Statement.

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    | www.internationalpaper.com | / 5 |

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    This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all the information you should consider, and you should read the entire Proxy Statement before voting. Meeting Agenda and Voting Recommendations

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    | Items | Board Recommendation | | ITEM 1 Election of 11 Directors | FOR | | | See pages 18-28 | | ITEM 2 Ratification of Deloitte & Touche LLP as the Company’s Independent Auditor for 2025 | FOR | | | See pages 47-50 | | ITEM 3 Non-Binding Resolution to Approve the Compensation of Our Named Executive Officers | FOR | | | See page 51 | | ITEM 4 Shareowner proposal concerning a report on the Company’s LGBTQIA+ equity and inclusion efforts | AGAINST | | | See pages 112-114 | | Consider any other business properly brought before the meeting. | |

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    | 6 \ | International Paper 2025 Proxy Statement |

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    | Proxy Summary / 2024 Performance Highlights |

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    2024 Performance Highlights

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    | | | We successfully laid the foundation to complete the acquisition of DS Smith Limited (formerly DS Smith Plc). | | | | We began implementing an 80/20 performance system designed to deliver profitable market share growth. | | | | We executed on strategic actions to align our workforce, optimize organizational structure and reduce operating costs to deliver sustainable packaging solutions to our customers. |

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    A Transformational Year Strategic Acquisition, New Leadership and Refreshed Board Propel Company Forward 2024 was a transformational year for International Paper (the “Company”), a global leader in sustainable packaging solutions, reflecting a commitment to becoming a global leader in the sustainable packaging industry. We increased our presence and scale in the attractive Europe, Middle East and Africa (“EMEA”) region and implemented leadership transitions and strategic organizational development and change. Acquisition of DS Smith On January 31, 2025, our Company, through its subsidiary International Paper UK Holdings Limited, completed the acquisition of DS Smith Plc (“DS Smith”). DS Smith, originally a public company in England and Wales, has now been re-registered as a private company called DS Smith Limited. This acquisition was finalized through a court-approved arrangement with DS Smith’s shareowners under UK law. For each DS Smith share, shareowners received 0.1285 of a new share of our International Paper common stock, resulting in the issuance of 178,126,631 new shares. International Paper and DS Smith shareowners approved the acquisition in special meetings in October 2024. On February 4, 2025, DS Smith shares were removed from the London Stock Exchange (the “LSE”). At the same time, our new Company shares started trading on the New York Stock Exchange under the symbol “IP.” Additionally, our Company’s common stock, including the new shares, began trading on the LSE under the secondary listing symbol “IPC.” Dynamic Executive Leadership and Vision As we laid the foundation for completion of our DS Smith acquisition, the Company also underwent significant leadership changes under the direction of Andrew K. Silvernail, our new chief executive officer (“CEO”) and chairman of the Board. Since assuming the role of CEO on May 1, 2024, Mr. Silvernail has strategically created an Executive Leadership Team (the “ELT”), consisting of leaders who report directly to him, to support and accelerate a customer-centric strategy to drive the Company toward its future goals and enhance operational efficiency. Changes within the ELT include:

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    | September 1, 2024 | January 31, 2025 | February 3, 2025 | February 25, 2025 | | The Company promoted W. Thomas Hamic to the newly created role of executive vice president and president—North American Packaging Solutions. Mr. Hamic leads our North American Packaging business in this newly created role. | Upon closing of the DS Smith acquisition, we named Timothy S. Nicholls as interim leader of our EMEA business. Mr. Nicholls was promoted to executive vice president and president, DS Smith effective April 1, 2025. After serving as the Company’s chief financial officer for seven years, Mr. Nicholls now oversees our operations in the EMEA region, driving growth and strengthening our market presence. | We welcomed Joy N. Roman as our new senior vice president, chief people and strategy officer. Ms. Roman brings a wealth of experience in human resources and strategic planning, and is poised to foster a culture of innovation and talent development. | We appointed Lance T. Loeffler as the Company’s new chief financial officer effective April 1, 2025. Mr. Loeffler brings a strong background in financial management and corporate finance, ensuring robust financial health and strategic investments. |

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    These appointments reflect our commitment to building a dynamic and forward-thinking leadership team dedicated to achieving our strategic objectives and delivering long-term value to our shareowners. For more information on Mr. Nicholls’s promotion and Mr. Loeffler’s appointment, please see our Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on February 28, 2025.

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    | 8 \ | International Paper 2025 Proxy Statement |

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    Refreshed Board Our Board of Directors (the “Board”) experienced major changes, adding three new members. These appointments are part of our ongoing commitment to strengthening our governance and enhancing the expertise within our Board. Our newest directors—Jamie A. Beggs, David A. Robbie and Scott A. Tozier—are audit committee financial experts with extensive experience as chief financial officers of large public companies. Mr. Robbie joined our Board in February 2025 from DS Smith and brings extensive knowledge and background of EMEA and has served on boards of companies listed on the London Stock Exchange. Ms. Beggs and Mr. Tozier joined the Board in May 2024 and were recommended to the Board by a third-party search firm. These new directors reflect our dedication to maintaining a highly qualified board, capable of guiding International Paper toward sustained growth and success. 80/20 Performance System Under the leadership of Mr. Silvernail, we adopted International Paper’s 80/20 performance system in 2024 based on the principle that 80% of results come from 20% of efforts. The Company is implementing comprehensive training programs focused on 80/20 principles. These sessions equip our leaders with tools to drive improvement by simplifying, segmenting, resourcing and targeting growth. Additionally, the 80/20 performance system has been socialized with our Board through regular briefings that update them on Company progress and ensure alignment with our broader strategic objectives. The Board supports the adoption of the 80/20 mindset and is committed to championing its implementation throughout the Company. Our 80/20 performance system helps guide investments and align resources to win with our most strategic customers, while reducing complexity and cost across the Company. Through 80/20, we intend to deliver profitable market share growth by striving to achieve an advantaged cost position and providing the most reliable and innovative sustainable packaging solutions to our customers across North America and EMEA. Business Optimization In 2024, as part of our 80/20 performance system, we took several key actions. We launched a corporate overhead restructuring plan to better align our workforce with business and customer needs, streamline our organizational structure and cut operational costs. Additionally, we announced the closure of certain facilities to focus on strengthening our most competitive and strategic assets and made targeted investments to improve reliability and better serve our customers. In October 2024, we also revealed our plans to explore strategic options for our Global Cellulose Fibers business. Values While we are focused on driving change and executing on our business transformation, we continue to be guided by the same values and fundamental principles that have shaped our Company for more than 125 years.

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    | Safety Above all else, we care about people. We look out for each other to ensure everyone returns home safely each day. | Ethics We act honestly and operate with integrity and respect. We promote a culture of openness and accountability. | Excellence We set high expectations and aim to deliver outstanding results for each other, our customers and our shareholders. |

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    Our Commitment to Sustainability For more than 125 years, International Paper has championed the sustainable management of natural resources. As part of our commitment to build a better future, we are working to deliver sustainable outcomes through our businesses. We believe that by using resources responsibly and efficiently, creating renewable fiber-based solutions, taking action to reduce our emissions and water consumption and investing in our people and our communities, we will ensure our business is safe, successful and sustainable for generations to come. As we integrate DS Smith into our business, we will analyze and consolidate our sustainability data and roadmaps and develop a new framework that reflects our current and future identity. Sustainability is a core strength of the newly combined company, and we are dedicated to addressing the sustainability challenges we all face today, as well as those that will impact future generations.

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    | 2024 Sustainability Highlights | | | | 48M tons of new and recycled fiber purchased and used | 7M tons of recovered fiber collected, consumed and marketed each year | 69% of our mill energy derived from renewable biomass residuals | | 1.2M acres of significant forestland conserved and restored since 2020 | 49% of manufacturing waste diverted was beneficially used | $17M contributed to charitable organizations |

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    Our approach to sustainability considers our entire value chain, from sourcing raw materials responsibly and working safely, to making renewable, recyclable products and providing a market for recovered products. To help focus our sustainability strategy and determine what areas to prioritize, we developed Vision 2030 in 2020, a set of four enterprise- wide goals designed to ensure we remain the supplier of choice for customers, the company of choice for employees, and the investment of choice for shareowners. In 2024, we continued our focus on our Vision 2030 goals:

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    | Healthy and Abundant Forests Lead forest stewardship efforts globally | Renewable Solutions Accelerate the transition to a low- carbon economy through innovative fiber-based products | Sustainable Operations Improve our climate impact and advance water stewardship | Thriving People and Communities Promote employee well-being by providing safe, caring and inclusive workplaces and strengthening the resilience of our communities |

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    | 10 \ | International Paper 2025 Proxy Statement |

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    We aim to approach these goals with the IP Way in mind. We are proud to have been included in FORTUNE Magazine’s World’s Most Admired Companies for 22 years and Ethisphere Institute’s World’s Most Ethical Companies for 19 consecutive years. Our Approach to Climate

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    | We recognize the impacts of climate change on people and our planet. To manage climate-related risks and opportunities, we are taking actions throughout our value chain to help advance a low-carbon circular economy. We transform renewable resources into recyclable products that people depend on every day. This cycle begins with sourcing renewable fiber from responsibly managed forests and recovered materials. At the end of use, our eco-friendly packaging is recycled into new products at a higher rate than any other base material. |

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    We also use carbon-neutral biomass and manufacturing residuals to generate much of the manufacturing energy at our mills. We believe our efforts to advance sustainable forest management and restore forest landscapes are an important lever for mitigating climate change through carbon storage in forests. Our Vision 2030 goals include a target to reduce our Scope 1, 2, and 3 GHG emissions by 35% in comparison to 2019 levels. The Science Based Targets initiative approved this target as aligned with the goals of the 2015 Paris Agreement. We will continue to evaluate our progress and implement improvements as we pursue our Vision 2030 climate goal. One way we are demonstrating our commitment to climate sustainability is by increasing transparency. We report in accordance with the standards of the Global Reporting Initiative and the Sustainability Accounting Standards Board (SASB). Since the 2023 reporting cycle, we have aligned our annual climate reporting with the International Sustainability Standards Board IFRS Sustainability Standards 2 (formerly the Task Force on Climate-related Financial Disclosures). In addition, we have committed to be an inaugural early adopter for the Taskforce on Nature-related Financial Disclosure (“TNFD”). We plan to publish our first TNFD in 2025 with 2024 data. We recognize the importance of understanding and communicating our climate and nature risks to our stakeholders. Additional information regarding climate change and our Company will be available in our 2024 Sustainability Report, when published, and on our corporate website at www.internationalpaper.com/sustainability. The information in our 2024 Sustainability Report and all other content on our website is not incorporated by reference in, and does not form a part of, this Proxy Statement. Thriving People and Communities Safety Above All Else We put safety above all else at IP. Our top priority is the safety of our employees. Our stated Vision 2030 goal is to achieve zero serious injuries for employees and contractors. In 2024, we engaged an independent safety consultant firm to help the Company improve workplace safety performance through risk assessments, safety culture development and programs designed to reduce accidents and injuries. We launched a Company-wide safety culture survey in 2024 to all U.S.-based employees. Results of the survey will be analyzed in 2025 with the goal of learning, growing and aspiring to achieve our Vision 2030 goal to create a 100% injury-free workplace for our team members and contractors. Team-Oriented Culture As a result of our recent business combination with DS Smith, the Company has significantly expanded our global footprint. The business combination not only enhances our operational capabilities but also enriches our cross-culturalism, bringing together a broader range of perspectives, experiences, and talents. With the integration of DS Smith, we are dedicated to ensuring our efforts to embrace a team-oriented culture are effectively extended across our

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    newly expanded organization and guided by our commitment to equal employment opportunity for all. The Company is focused on promoting a culture that leverages the talents of all employees, and implementing practices that attract, recruit and retain a broad array of talent. We believe our efforts will lead to improved business results, as teams with a broad range of perspectives drive innovation, enhance decision-making, and better reflect the markets we serve. The Company supports enterprise-wide employee-led resource groups (“ERGs”) that are open to all employees and provide a forum to communicate and exchange ideas and build a network of relationships across the Company. Our ERGs help educate and motivate our global workforce, strengthening our business practices. We believe in a workforce where various backgrounds are represented, engaged and empowered to inspire innovative ideas and decisions. Employee Engagement We seek to foster employee well-being and performance through a people development process that includes engagement, health and wellness programs, training, and enterprise-wide ERGs. We know that a highly engaged culture leads to better safety and business success. Our evolving employee engagement seeks to gather real-time ongoing feedback about employee experiences to measure important factors that affect engagement — how employees feel about their work environment, the people they work with and the Company’s vision. Community Engagement Our commitment to sustainability reaches beyond environmental stewardship – we’re an engaged member of the communities in which we operate. Our Vision 2030 goal is to strengthen the resilience of our communities and improve the lives of 100 million people, including through supporting education, reducing hunger, promoting health and wellness and supporting disaster relief. To that end, in 2024 we invested $17 million to address critical needs in our local communities.

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    | 12 \ | International Paper 2025 Proxy Statement |

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    Sustainability Oversight Sustainability is a key element of corporate governance promoted by our Board, committees of the Board, and senior management.

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    Board Nominees All nominees are currently directors of International Paper.

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    | | | | | Board Committees | | | | | Name | Primary Occupation | Age | Director Since | A&F | GOV | MDCC | PPE | | Christopher M. Connor Lead Director | Retired Chairman and Chief Executive Officer, The Sherwin-Williams Company | 69 | 2017 | | | | | | Jamie A. Beggs* | Senior Vice President and Chief Financial Officer, Avient Corporation | 48 | 2024 | | | | | | Ahmet C. Dorduncu | Retired Chief Executive Officer, Akkök Group | 71 | 2011 | | | | | | Anders Gustafsson* | Chairman, Zebra Technologies Corporation | 64 | 2019 | | | | | | Jacqueline C. Hinman | Chief Executive Officer, Atlas Technical Consultants | 63 | 2017 | | | | | | Clinton A. Lewis, Jr. | Chief Executive Officer, AgroFresh Solutions, Inc. | 58 | 2017 | | | | | | David A. Robbie* | Retired Group Finance Director, Rexam, PLC | 61 | 2025 | | | | | | Andrew K. Silvernail | Chairman and Chief Executive Officer | 54 | 2024 | | | | | | Kathryn D. Sullivan | Senior Fellow Potomac Institute for Policy Studies; Ambassador-at- Large, Smithsonian National Air & Space Museum | 73 | 2017 | | | | | | Scott A. Tozier* | Retired Chief Financial Officer and Strategic Advisor to the CEO, Albemarle Corporation | 59 | 2024 | | | | | | Anton V. Vincent | President, Mars Wrigley North America | 60 | 2021 | | | | |

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    | A&F: Audit and Finance GOV: Governance | MDCC: Management Development and Compensation PPE: Public Policy and Environment | | Member | | Committee Chair |

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    *Denotes Audit Committee Financial Expert

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    | 14 \ | International Paper 2025 Proxy Statement |

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    Board Nominees Snapshot

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    | Tenure | | |

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    | Experience | | 64% CEO Leadership Experience 64% Financial Expert 82% International Operations 73% Manufacturing 64% Marketing 100% Strategic Planning 55% Supply Chain 64% Sustainability 55% Technology/Cybersecurity |

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    Governance Highlights We believe sound corporate governance is critical to achieving business success and serves the best interests of our shareowners. Highlights of our commitment to sound governance practices are shown below.

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    | Shareowner Rights | Annual elections and majority voting for directors, with a director resignation policy Shareowner right to call special meetings Shareowner right to act by written consent Shareowner right to proxy access | | Board Independence | 10 of 11 director nominees are independent Robust independent Lead Director role Executive sessions without management present at every Board meeting Focus on board composition and refreshment, with mandatory retirement policy | | Other Governance Practices | Robust engagement with our shareowners Strong anti-hedging and anti-pledging stock trading provisions and Clawback Policy Annual board, committee and individual director self-evaluations Strong stock ownership and retention requirements Board members have a broad range of perspectives, skills and experience Robust oversight of sustainability |

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    2024 Executive Compensation Overview Our executive compensation program is designed around two guiding principles: pay for performance and pay at risk. 1. Pay for Performance We reward achievement of specific goals that improve our financial performance and drive strategic initiatives to ensure sustainable long-term profitability.

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    | 2024 Outcomes |

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    | | 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. In 2025, we transitioned our Executive Leadership Team (ELT) to 100% performance stock units. | | | The CEO’s Short-Term Incentive (“STI”) award is based solely on Company performance; awards for other Named Executive Officers (“NEOs”) are subject to individual performance modifiers. | | | Achievement against the Company metrics for our STI plan resulted in awards of 179.1% of target. | | | 2022-2024 performance-based awards under the PSP vested at 131.88% of target. |

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    | (1) Mr. Silvernail’s 2024 Inducement PSU Award is not included. |

  48. The Governance Committee also considers whether a candidate demonstrates the

    The Governance Committee also considers whether a candidate demonstrates the

  49. The Governance Committee also considers whether a candidate demonstrates the

    | • | Commitment to the Company’s mission and purpose, and loyalty to the interests of the Company and its shareowners; |

  50. The Governance Committee also considers whether a candidate demonstrates the

    | • | Ability to exercise objectivity and independence in making informed business decisions; |

  51. The Governance Committee also considers whether a candidate demonstrates the

    | • | Willingness and commitment to devote the extensive time necessary to fulfill the duties of a director; |

  52. The Governance Committee also considers whether a candidate demonstrates the

    | • | Ability to communicate effectively and collegially with other Board members and contribute to the broad range of perspectives that enhances Board and committee deliberations and decision making; and |

  53. The Governance Committee also considers whether a candidate demonstrates the

    | • | Skills, knowledge and expertise relevant to the Company’s business, including the “core competencies” described below. |

  54. The Governance Committee also considers whether a candidate demonstrates the

    The Governance Committee of our Board is responsible for recommending, screening, and evaluating qualified director nominees for election to the Board. Over the past year, the Governance Committee was highly focused on board refreshment and added Jamie A. Beggs, David A. Robbie and Scott A. Tozier to the Board, each of whom is an independent director. The Governance Committee and the Board, through ongoing consideration of directors and nominees and through the Board’s annual self-evaluation process, ensure that all directors are qualified, and that other criteria and objectives are implemented and satisfied. Shareowner Recommendations for Director Candidates Shareowners may submit recommendations for director candidates to the Governance Committee by writing to the Corporate Secretary. Recommendations of candidates should meet the director qualifications criteria described above. The Governance Committee applies the same criteria in evaluating candidates recommended by shareowners as it does for candidates from other sources. Shareowners interested in nominating a director candidate must follow the procedures set forth in our By-Laws, including complying with the prescribed time periods. See “Information About the Annual Meeting” below for additional information. For information on our proxy access provision, see “Commitment to Sound Corporate Governance and Ethical Conduct” below.

  55. The Governance Committee also considers whether a candidate demonstrates the

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    | Item 1: Election of 11 Directors / |

  57. The Governance Committee also considers whether a candidate demonstrates the

    Summary of Director Nominees’ Core Competencies Our Board and the Governance Committee have assembled a Board made up of experienced directors who are currently, or have recently been, leaders of major companies and institutions, are independent thinkers, and bring to the boardroom a range of backgrounds, tenures and skills. The Board believes that a range of perspectives enhances the quality of its deliberations and decisions. The Board seeks to have a mix of tenures among its members so it can benefit from a blend of institutional knowledge and fresh perspectives. Refresh efforts have resulted in an average tenure for our current directors of 5 years. The following chart summarizes the core competencies that the Board considers valuable to effective governance and successful oversight of our corporate strategy and illustrates how our Board nominees individually and collectively represent these key competencies. The lack of an indicator for a particular item does not mean the director does not possess that qualification, skill or experience; rather, the indicator represents that the item is a director’s core competency.

  58. The Governance Committee also considers whether a candidate demonstrates the

    | Skills and Experience | | | | | | | | | | | | | | | CEO Leadership Experience Public company CEO leadership that contributes to the understanding and oversight of large complex organizations | | • | • | • | • | • | | • | | | • | | | Financial Expert Meets the SEC and NYSE criteria as an independent “audit committee financial expert” | • | • | | • | • | | • | • | | • | | | | International Operations Contributes to the understanding of operations and business strategy abroad | • | | • | • | • | • | • | • | | • | • | | | Manufacturing Contributes to the understanding of the challenges of complex manufacturing | • | • | • | | | • | • | • | | • | • | | | Marketing Brings expertise in marketing and sales at a global scale | | • | • | • | • | • | | • | | | • | | | Strategic Planning Brings expertise in the process of setting goals and creating a blueprint for the Company’s future | • | • | • | • | • | • | • | • | • | • | • | | | Supply Chain Brings expertise in supply chain management | | • | | • | • | • | | • | | | • | | | Sustainability Strengthens the Board’s oversight of climate risks and our environmental, safety and sustainability initiatives | • | | • | | • | | | • | • | • | • | | | Technology/Cybersecurity Contributes to the understanding and oversight of cybersecurity threats and digital transformation | • | | | • | | | | • | • | • | • | | | Board Demographics | | | | | | | | | | | | | | Age | 48 | 69 | 71 | 64 | 63 | 58 | 61 | 54 | 73 | 59 | 60 | | | Tenure (Rounded years) | 1 | 7 | 14 | 6 | 7 | 7 | 0 | 1 | 8 | 1 | 4 |

  59. The Governance Committee also considers whether a candidate demonstrates the

    | 20 \ | International Paper 2025 Proxy Statement |

  60. The Governance Committee also considers whether a candidate demonstrates the

    Our Director Nominees The following 11 individuals are nominated for election at the 2025 annual meeting to serve until 2026.

  61. The Governance Committee also considers whether a candidate demonstrates the

    | | Jamie A. Beggs Ms. Beggs currently serves as senior vice president and chief financial officer of Avient Corporation (NYSE: AVNT), an innovator of materials solutions, (2020-present). Prior to this role, Ms. Beggs served as senior vice president and chief financial officer at Hunt Consolidated, a diversified holding company, (2017-2019). Additional experience includes various roles at Celanese Corporation (NYSE: CE), a global chemical and specialty materials company (2007-2017). Board Qualifications As chief financial officer of a public company, Ms. Beggs oversees finance and investor relations, as well as, at times, information technology and corporate communications. At Avient Corporation, she also helps lead the organization through a strategy focused on long-term sales growth leveraging innovative and sustainable solutions, and growth into new end markets and geographies. Other Public Company Boards None Other Affiliations None Key Skills & Experience |

  62. The Governance Committee also considers whether a candidate demonstrates the

    | | Christopher M. Connor Mr. Connor retired as executive chairman of The Sherwin-Williams Company, a global manufacturer of paint, architectural coatings, industrial finishes, and associated supplies, in December 2016. Mr. Connor joined The Sherwin-Williams Company in 1983 and served as its chairman and chief executive officer from 2000 to 2015 before assuming the role of executive chairman in 2016. Board Qualifications Having served as CEO and executive chairman of The Sherwin-Williams Company, Mr. Connor brings significant senior management experience and strong financial expertise to the Board. He understands the various issues facing a large, global manufacturing company, including operational, financial, and strategic issues. His technical background and long tenure with The Sherwin-Williams Company bring industrial expertise, which further strengthens our Board. Other Public Company Boards Yum! Brands, Inc. (fast food) (NYSE: YUM) Eaton Corporation, plc (NYSE: ETN) (2006-2022) Other Affiliations Mr. Connor serves on the board of directors of the Rock & Roll Hall of Fame in Cleveland, Ohio. Key Skills & Experience |

  63. The Governance Committee also considers whether a candidate demonstrates the

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  64. The Governance Committee also considers whether a candidate demonstrates the

    | | Ahmet C. Dorduncu Mr. Dorduncu retired as chief executive officer of Akkök Group, a financial and industrial conglomerate located in Turkey, in December 2022, after serving in that position since 2013. Prior to that, Mr. Dorduncu served as chairman and chief executive officer of Sabanci Holding, another financial and industrial conglomerate located in Turkey, from 2005 to 2010. He also served from 2006 to 2010 as chairman of the board of Olmuksa, then an industrial packaging business joint venture between Sabanci Holding and International Paper. Sabanci Holding is the parent company of the Sabanci Group, a leading Turkish financial and industrial company. Board Qualifications As the retired CEO of Akkök Group and retired chairman and CEO of Sabanci Holding, two leading financial and industrial conglomerates, Mr. Dorduncu brings vast experience in international manufacturing operations and specific experience in industrial packaging. His knowledge of geographic regions of key importance to the Company brings even greater perspective to our Board. Other Public Company Boards None Other Affiliations Mr. Dorduncu is the Chair of the Turkish Network of the United Nations Global Compact. Key Skills & Experience |

  65. The Governance Committee also considers whether a candidate demonstrates the

    | | Anders Gustafsson Mr. Gustafsson is chairman of Zebra Technologies Corporation, a publicly traded global leader in designing and marketing specialty printers, mobile computing, data capture, radio frequency identification products and real-time locating systems. Previously, he served as Zebra’s executive chair (2023-2024). From 2007 to 2023, Mr. Gustafsson served as chief executive officer of Zebra Technologies Corporation. Prior to that, Mr. Gustafsson served as chief executive officer of Spirent Communications plc, a publicly traded telecommunications company, from 2004 to 2007. Prior to Spirent, Mr. Gustafsson was a senior executive vice president, global business operations for Tellabs, Inc. Board Qualifications As chairman of Zebra Technologies Corporation and former chief executive officer of Zebra and Spirent Communications, Mr. Gustafsson brings significant international business experience and strong financial expertise to the Board. He provides a unique and valuable technology perspective, and his current and prior service on other public company boards further broadens his range of knowledge and allows him to draw on various perspectives and viewpoints. Other Public Company Boards Zebra Technologies (NASDAQ: ZBRA) NetApp (NASDAQ: NTAP) (a data infrastructure service provider) Dycom Industries (specialty contracting services throughout the U.S. and Canada) (NYSE: DY) (2013-2020) Other Affiliations Mr. Gustafsson serves as a trustee of the Shedd Aquarium. Key Skills & Experience |

  66. The Governance Committee also considers whether a candidate demonstrates the

    | 22 \ | International Paper 2025 Proxy Statement |

  67. The Governance Committee also considers whether a candidate demonstrates the

    | | Jacqueline C. Hinman Ms. Hinman has been chief executive officer of Atlas Technical Consultants, a privately held company that provides professional testing, inspection, engineering, environmental and consulting services nationwide, since January 2024. Ms. Hinman worked as a senior operating consultant advising on improvement in the engineering infrastructure, environmental, energy and industry sectors (2017-2023). Prior to this role, Ms. Hinman served as chairman, president, and chief executive officer of CH2M HILL Companies, Ltd., a Fortune 500 engineering and consulting firm focused on delivering infrastructure, energy, environmental and industrial solutions for clients and communities around the world, until December 2017, when the firm was acquired by Jacobs Engineering. Prior to becoming chairman in September 2014 and president and chief executive officer in January 2014, Ms. Hinman served as president of CH2M’s International Division from 2011. She served on CH2M’s board of directors from 2008 through 2017. Board Qualifications As chief executive officer of Atlas and having served as chairman, president, and chief executive officer of CH2M HILL Companies, Ms. Hinman brings senior management and leadership capabilities to the Board, as well as an understanding of global manufacturing companies. Her experience in a global engineering consulting business also gives her unique knowledge of environmental and sustainability issues globally, as well as international operations and strategic planning expertise. Other Public Company Boards Dow Inc. (multinational chemical corporation) (NYSE: DOW) AECOM (infrastructure) (NYSE: ACM) (2019-2022) Other Affiliations Ms. Hinman previously served on the board of directors of Catalyst, a leading nonprofit organization accelerating progress for women through workplace inclusion. In addition, she previously served on the Executive Committee of the Business Roundtable, chairing its Infrastructure Committee, and was a member of the Business Council. Key Skills & Experience |

  68. The Governance Committee also considers whether a candidate demonstrates the

    | www.internationalpaper.com | / 23 |

  69. The Governance Committee also considers whether a candidate demonstrates the

    | | Clinton A. Lewis, Jr. Mr. Lewis has been chief executive officer of AgroFresh Solutions, Inc., a global leader in produce freshness solutions, since April 2021. From 2015 until February 2020, he served as executive vice president and group president of international operations, commercial development, lifecycle innovations, global genetics and PHARMAQ at Zoetis Inc., a NYSE-listed global leader in the discovery, development, manufacture and commercialization of animal health medicines and vaccines that was spun off by Pfizer in 2013. Prior to assuming that role, Mr. Lewis served as president of U.S. operations at Zoetis from 2015 to 2018 and president of international operations at Zoetis from 2013 to 2015. He joined Pfizer in 1988 in the human health pharmaceutical segment and held positions of increasing responsibility in various commercial operations and general management roles. Board Qualifications Mr. Lewis’ current role at AgroFresh Solutions, and his former roles at Zoetis, give him critical business insight into large, diversified companies with global operations. He brings to the Board experience in international operations for a U.S. multinational company manufacturing globally, knowledge and strategic planning expertise, and knowledge of geographic regions of key importance to the Company. Other Public Company Boards None Other Affiliations Mr. Lewis serves on the Executive Committee of the Board of Directors and as Treasurer of the International Fresh Produce Association (IFPA). Key Skills & Experience |

  70. The Governance Committee also considers whether a candidate demonstrates the

    | | David A. Robbie Mr. Robbie joined the IP Board after serving on DS Smith's board of directors since 2019. During his time on the DS Smith board, Mr. Robbie was appointed as senior independent director and also served as chair and member of the DS Smith audit, nomination and remuneration committees. Mr. Robbie was the interim chairman, senior independent director and chair of the audit committee at FirstGroup plc, a British multinational transport group (2018-2021). He was previously Finance Director of Rexam PLC, a British- based multinational consumer packaging company (2005-2016). Prior to his role at Rexam, Mr. Robbie served in senior finance roles at BTR plc before becoming Group Finance Director at CMG plc in 2000 and then chief financial officer at Royal P&O Nedloyd N.V. in 2004. He served as a non-executive director of the BBC between 2006 and 2010 and as chair of their audit committee. Mr. Robbie qualified as a chartered accountant while at KPMG. Board Qualifications Mr. Robbie’s strong financial, risk management and corporate finance experience combined with his deep knowledge of DS Smith help maximize the best of International Paper and DS Smith. Additionally, his international and strategic mindset and practical governance experience with 25 years serving as a director on FTSE boards means that his skills and experience add depth to the Board’s discussions in these areas. Other Public Company Boards easyJet plc (British European airline group) (LSE: EZJ) Other Affiliations Mr. Robbie also serves on the Board of Trustees for Britten Pears Arts, a music, arts and heritage charity based on the Suffolk Coast in England (2008-present). Key Skills & Experience |

  71. The Governance Committee also considers whether a candidate demonstrates the

    | 24 \ | International Paper 2025 Proxy Statement |

  72. The Governance Committee also considers whether a candidate demonstrates the

    | | Andrew K. Silvernail Andrew K. Silvernail joined International Paper as chief executive officer on May 1, 2024, and became chairman of the International Paper Board on October 1, 2024. Mr. Silvernail has two decades of experience leading global companies in the manufacturing and technology sectors. He joined IP from KKR & Co., Inc., a global investment firm, where he served as an executive advisor, and 5 Nails, LLC, a private investment advisory firm where he served as founder, chair and chief executive officer (2022-2024). Mr. Silvernail served as the chairman and chief executive officer of Madison Industries, one of the world’s largest privately held companies that owns and operates businesses across various sectors including filtration, medical and energy (2021). Prior to that, Mr. Silvernail served as chairman and chief executive officer of IDEX Corporation (NYSE: IEX) (2011-2020). Mr. Silvernail previously held executive positions at Rexnord Industries, Newell Rubbermaid (NASDAQ: NWL) and Danaher Corporation (NYSE: DHR). Board Qualifications Mr. Silvernail is a mission-focused leader with a bias for action. He has led large organizations with global operations, giving him a clear understanding and experience in navigating the issues facing our business. Mr. Silvernail’s skills and experience combined with his clear strategic mindset play a central role in International Paper’s transformational journey to become a global leader in sustainable packaging solutions. Other Public Company Boards Stryker Corporation (NYSE: SYK) Other Affiliations Mr. Silvernail serves on the board of directors of Potter Global Technologies, a privately held company specializing in fire and safety solutions. He also serves as chairman of the board of directors of Paws for Patrick, a nonprofit organization dedicated to improving the mental health of young people through emotional support animals. Key Skills & Experience |

  73. The Governance Committee also considers whether a candidate demonstrates the

    | www.internationalpaper.com | / 25 |

  74. The Governance Committee also considers whether a candidate demonstrates the

    | | Kathryn D. Sullivan Dr. Sullivan is Ambassador-at-Large at the Smithsonian National Air and Space Museum, where she served as The Charles A. Lindbergh Fellow of Aerospace History from March through August 2017. Dr. Sullivan is also a Senior Fellow at the Potomac Institute for Policy Studies. She served in several roles in the U.S. Department of Commerce and the National Oceanic and Atmospheric Administration (“NOAA”) between 2011 and 2017, including as Under Secretary of Commerce for Oceans & Atmosphere and NOAA Administrator from 2014 until 2017. She served as a director for Ohio State University’s Battelle Center for Science, Engineering and Public Policy from 2006 through 2011. Between 1996 and 2005, Dr. Sullivan served as President and CEO of the Center of Science and Industry (“COSI”). Between 1978 and 1993, Dr. Sullivan was a Mission Specialist for NASA. She is a veteran of three shuttle missions with over 500 hours in space, and she was the first American woman to walk in space. Board Qualifications Dr. Sullivan’s service at NOAA brings a valuable perspective on current issues in sustainability, which is a critical issue to the Company. As a former NASA space shuttle astronaut, she also brings a strong technical background, leadership capabilities, and strategic planning experience. Dr. Sullivan’s service on other public company boards gives her experience with oversight of natural resource conservation and production as well as a broad range of strategic and tactical business matters. She also brings finance and budgeting experience, having served as president and chief executive officer of COSI and as a member of another public company’s audit and finance committee. Other Public Company Boards Dr. Sullivan served on the boards of directors of several public companies between 1997 and 2011. Other Affiliations Dr. Sullivan serves on the board of directors of Accenture Federal Services, LLC and the advisory board of Terra Alpha Investments, LLC. She is a member of the National Academy of Engineering, the American Academy of Arts and Sciences and the National Academy of Public Administration. Key Skills & Experience |

  75. The Governance Committee also considers whether a candidate demonstrates the

    | | Scott A. Tozier Mr. Tozier retired as strategic advisor to the chief executive officer at Albemarle Corporation (NYSE: ALB), a global leader in providing essential elements for mobility, energy, connectivity and health, in 2025. From 2011 to 2023, he served as the executive vice president and chief financial officer of Albemarle Corporation. Prior to this role, he spent 16 years in various senior financial roles at Honeywell (NASDAQ: HON), a multinational conglomerate that operates in aerospace, building technologies, performance materials and technologies, and safety and productivity solutions (1994-2011). Board Qualifications As a former chief financial officer of a publicly traded company, Mr. Tozier led a team of 500 employees and was responsible for all aspects of financial management, mergers and acquisitions, sustainability, and, at times, information technology, corporate procurement, and logistics and shared services. Mr. Tozier is also a certified public accountant. Other Public Company Boards Ashland Inc. (NYSE: ASH) Other Affiliations None Key Skills & Experience |

  76. The Governance Committee also considers whether a candidate demonstrates the

    | 26 \ | International Paper 2025 Proxy Statement |

  77. The Governance Committee also considers whether a candidate demonstrates the

    | | Anton V. Vincent Mr. Vincent has been President of Mars Wrigley North America, part of Mars, Incorporated, a global family-owned business with $50 billion in annual revenue and a diverse and expanding portfolio of category-leading snacking, food and petcare products and services, since 2019. Prior to joining Mars Wrigley in May 2019, Mr. Vincent served as chief executive officer at Greencore USA, a leading global manufacturer of convenience foods, from June through December 2018. Prior to Greencore, he spent much of his career with General Mills, holding various leadership roles including President of the Baking Division (2010 to 2012), President of the Frozen Frontier Division (2012 to 2014), and President of the U.S. Snacks Division (2014 to 2016). Board Qualifications As North America president for a large global company with over 20 years of senior leadership experience, Mr. Vincent brings a wealth of consumer insight, manufacturing perspectives, and branding and transformation knowledge to the Board, as well as deep enterprise leadership and marketing and strategic planning expertise. Other Public Company Boards None Other Affiliations None Key Skills & Experience |

  78. The Governance Committee also considers whether a candidate demonstrates the

    | www.internationalpaper.com | / 27 |

  79. The Governance Committee also considers whether a candidate demonstrates the

    Governance Practices Our Board believes that a shareowner-focused governance model is the right fit for the Company. The below table highlights our sound corporate governance practices.

  80. The Governance Committee also considers whether a candidate demonstrates the

    | Shareowner Rights | Annual elections and majority voting for directors, with a director resignation policy Shareowner right to call special meetings Shareowner right to act by written consent Shareowner right to proxy access | | Board Independence | 10 of the 11 director nominees are independent Robust independent Lead Director role Executive sessions without management present at every Board meeting Focus on Board composition and refreshment, with mandatory retirement policy | | Other Governance Practices | Robust engagement with our shareowners Strong anti-hedging and anti-pledging stock trading provisions and Clawback Policy Annual Board, committee, and individual director self-evaluations Strong stock ownership and retention requirements Board members have a broad range of perspectives, skills and experience Robust oversight of sustainability |

  81. The Governance Committee also considers whether a candidate demonstrates the

    In each of these areas, we have embraced sound principles, policies, and procedures to ensure that our Board and our management goals are aligned with our shareowners’ interests. How the Board Operates Board Leadership Structure Our Board believes that the Company and its shareowners are best served when the Board has the flexibility to determine the right leadership structure for the Company at any given point in time, taking into consideration the current business environment and shareowner landscape. We currently combine the role of chairman and CEO and believe this is the most effective leadership structure for the Company at this time. When Mr. Silvernail was appointed as CEO in May 2024, the Board considered whether combining the role of chairman and CEO was in the best interest of the Company and the shareowners. The Board has concluded that maintaining the combined position of chairman and CEO is appropriate to further strengthen the Company’s governance structure by promoting unified leadership and direction for the Company,

  82. The Governance Committee also considers whether a candidate demonstrates the

    | 28 \ | International Paper 2025 Proxy Statement |

  83. The Governance Committee also considers whether a candidate demonstrates the

    fostering accountability, and allowing for a single, clear focus for management to execute the Company’s strategy and business plans. Mr. Silvernail was appointed chairman of the Board effective October 1, 2024. As a counterbalance, we have an independent Lead Director, Christopher M. Connor, whose role and responsibilities provide strong independent leadership in the boardroom. The authority and duties of our independent Lead Director are set forth in our Corporate Governance Guidelines and summarized below. The Board considers its own leadership structure as part of the Company’s succession planning process. The Board evaluated this structure in 2024 as part of our CEO transition considering factors prevailing at the time and determined a combined chairman and CEO role counterbalanced with a Lead Director is in the best interests of the Company and its shareowners. Role of the Lead Director The Lead Director is elected each year by the independent directors for a term of not less than one year. Mr. Connor has served as Lead Director since February 2023. The duties of the Lead Director include:

  84. The Governance Committee also considers whether a candidate demonstrates the

    | • | Determining a schedule and agenda for regular executive sessions in which independent directors meet without management present, and presiding over these sessions; |

  85. The Governance Committee also considers whether a candidate demonstrates the

    | • | Suggesting agenda items for Board meetings; |

  86. The Governance Committee also considers whether a candidate demonstrates the

    | • | Presiding over meetings of the Board when the chairman is not present; |

  87. The Governance Committee also considers whether a candidate demonstrates the

    | • | Serving as liaison between the chairman and independent directors; |

  88. The Governance Committee also considers whether a candidate demonstrates the

    | • | Approving agendas of the Board and meeting schedules to ensure ample discussion time; |

  89. The Governance Committee also considers whether a candidate demonstrates the

    | • | Approving information sent to the Board; |

  90. The Governance Committee also considers whether a candidate demonstrates the

    | • | Organizing the process for evaluating the performance of the chairman and CEO not less than annually, in consultation with the MDCC; |

  91. The Governance Committee also considers whether a candidate demonstrates the

    | • | Assuring that a succession plan is in place for the chairman of the Board, CEO and Lead Director roles; |

  92. The Governance Committee also considers whether a candidate demonstrates the

    | • | Acting as a resource for, and counsel to, the chairman and CEO; |

  93. The Governance Committee also considers whether a candidate demonstrates the

    | • | Being available for consultation and direct communication if requested by major shareowners; |

  94. The Governance Committee also considers whether a candidate demonstrates the

    | • | Retaining independent legal advisors or other independent consultants and advisors, as appropriate, who report directly to the Board on Board-related issues; and |

  95. The Governance Committee also considers whether a candidate demonstrates the

    | • | Collaborating and consulting with committee chairs concerning schedules, agendas and written materials. |

  96. The Governance Committee also considers whether a candidate demonstrates the

    Board Policies and Practices Annual Board, Committee and Individual Director Self-Assessment The Board is committed to a robust and constructive evaluation process designed to promote continuous improvement and overall Board effectiveness. To that end, the Board conducts an annual self-assessment of its own and its committees’ performance following a procedure established by the Governance Committee. As directed by the Governance Committee, the general counsel conducts interviews with each of the directors based on a questionnaire. Topics covered in this year’s evaluations included, among others:

  97. The Governance Committee also considers whether a candidate demonstrates the

    | • | Effectiveness of Board and committee leadership structure; |

  98. The Governance Committee also considers whether a candidate demonstrates the

    | • | Board and committee skills, composition, and succession planning; |

  99. The Governance Committee also considers whether a candidate demonstrates the

    | • | Effectiveness of each individual director’s performance and contributions to the Board; |

  100. The Governance Committee also considers whether a candidate demonstrates the

    | www.internationalpaper.com | / 29 |

  101. The Governance Committee also considers whether a candidate demonstrates the

    | • | Board culture and dynamics, including the effectiveness of discussion and debate at meetings; |

  102. The Governance Committee also considers whether a candidate demonstrates the

    | • | Board and management dynamics, including the quality of management presentations and information provided to the Board; |

  103. The Governance Committee also considers whether a candidate demonstrates the

    | • | Importance of DS Smith acquisition and integration; and |

  104. The Governance Committee also considers whether a candidate demonstrates the

    | • | Implementation of the 80/20 performance system throughout the enterprise. |

  105. The Governance Committee also considers whether a candidate demonstrates the

    The results of the interviews are conveyed to both the Governance Committee and to the Board. Separately, the Governance Committee and the Chairman of the Board conduct an assessment of individual Board members before they are nominated for re-election by shareowners, in accordance with our Director Qualification Criteria and Independence Standards.

  106. The Governance Committee also considers whether a candidate demonstrates the

    | Meeting Attendance, Executive Sessions, and Strategy The Board and its committees met throughout the year on a set schedule, held special meetings, and acted by written consent from time to time as necessary. The Board met 10 times during 2024. The average board meeting attendance in 2024 was 98%. After each regularly scheduled Board and committee meeting, the independent directors of our Board meet in executive session, without management present, chaired by the Lead Director or the respective committee chair. | |

  107. The Governance Committee also considers whether a candidate demonstrates the

    Each year, the Board holds a two-day board meeting focused on strategy, including presentations from, and engagement with, many senior executives across the Company. Our October 2024 strategy session focused on our CEO’s plans for robust actions to use an 80/20 mindset to deliver profitable market share growth as the low-cost producer by providing North American and EMEA customers the most reliable and innovative sustainable packaging solutions. As expected by our Corporate Governance Guidelines, all directors attended the 2024 annual meeting. The independent directors may engage, at the Company’s expense, independent legal, financial, accounting and other advisors as they may deem appropriate, without obtaining management’s approval. Orientation and Continuing Education Our new directors participate in a director orientation that includes written materials and presentations by Company employees who are subject-matter experts, as well as meetings with senior management, our independent auditor, and both the Company’s and the MDCC’s compensation consultants. New directors also visit several of our facilities and meet with employees. From time to time, directors attend meetings of Company officers, and, at each Board meeting, they meet informally and formally with executive leaders of the Company. Mandatory Retirement Policies Our Corporate Governance Guidelines provide that non-employee directors are required to retire from our Board effective December 31 of the year, in which they turn 75. In addition, our mandatory retirement policy requires the CEO to retire effective on the first day after the month in which he or she turns 65. The Board does not have any term limits. Resignation Policies If a director’s principal occupation changes substantially, he or she must tender a resignation for consideration by the Governance Committee. The Governance Committee then recommends to the Board whether to accept the resignation

  108. The Governance Committee also considers whether a candidate demonstrates the

    | 30 \ | International Paper 2025 Proxy Statement |

  109. The Governance Committee also considers whether a candidate demonstrates the

    using the Company’s Director Qualification Criteria and Independence Standards. In 2024, the Board did not consider any resignations of directors due to substantial changes in principal occupation. Under our By-Laws, any director nominee in a non-contested election who fails to receive the requisite majority of votes cast “for” his or her election must tender a resignation, and the Board, through its Governance Committee (excluding the nominee in question), will determine whether to accept the resignation at its next regularly scheduled meeting. In case the resignation is not accepted, the Board will disclose the reasoning behind its decision by filing a Current Report on Form 8-K with the U.S. Securities and Exchange Commission. Overboarding Policy The Board does not categorically restrict directors from serving on the boards of other public companies. However, because of the time commitment required for membership on the Board, directors are expected to consult with the chairman of the Board and the chair of the Governance Committee before accepting an invitation to serve on another public company board. Board Committees To fulfill its responsibilities, the Board has delegated certain authority to its committees. The Board has four standing committees: Audit and Finance; Governance; Management Development and Compensation; and Public Policy and Environment. The Board also has an Executive Committee, which meets only if Board action is required and a quorum of the full Board cannot be convened on a timely basis. Each committee has a charter, which is reviewed annually to ensure compliance with applicable law and sound governance practices. Each committee reviews its own charter, except that the Governance Committee also assesses the Executive Committee’s charter. Committee charters are available at www.internationalpaper.com under the “Investors” tab at the top of the page followed by the “Governance” and “Board Committees” links. Paper copies of the charters are available at no cost by written request to the Corporate Secretary. The Governance Committee has concluded and recommended to our Board, and our Board has determined, that each of our non-employee directors meets the independence requirements for service on our Audit and Finance Committee, the Management Development and Compensation Committee, and the Governance Committee.

  110. The Governance Committee also considers whether a candidate demonstrates the

    | www.internationalpaper.com | / 31 |

  111. The Governance Committee also considers whether a candidate demonstrates the

    Committee Assignments Independent Board members are assigned to one or more committees. The Governance Committee recommends any changes in assignments to the entire Board. Committee chairs are rotated periodically, usually every three to five years.

  112. The Governance Committee also considers whether a candidate demonstrates the

    | Governance Committee | | | | | | 7 | Meetings in 2024 | 96% | Attendance Rate | |

  113. The Governance Committee also considers whether a candidate demonstrates the

    | Current Members Clinton A. Lewis, Jr. (Chair) Christopher M. Connor Jaqueline C. Hinman Anton V. Vincent All members are INDEPENDENT | Meetings Meeting agendas are developed by the chair in consultation with committee members and executive leaders, who regularly attend the meetings. Responsibilities • Assuring the Company abides by sound corporate governance principles, including compliance with the Company’s Certificate of Incorporation, By-Laws, and Corporate Governance Guidelines, and reviewing conflicts of interest, including related person transactions under our Related Person Transactions Policy and Procedures. • In its capacity as the Board’s nominating committee, identifying and recommending individuals qualified to become Board members and evaluating directors standing for re-election. • Assuring that shareowner communications, including shareowner proposals, are addressed appropriately by the Board or Company management. • Recommending non-employee director compensation and assisting the Board in its annual self-assessment. |

  114. The Governance Committee also considers whether a candidate demonstrates the

    | Audit and Finance Committee | | | | | | 7 | Meetings in 2024 | 97% | Attendance Rate | |

  115. The Governance Committee also considers whether a candidate demonstrates the

    | Current Members Anders Gustafsson (Chair)* Jamie A. Beggs* Ahmet C. Dorduncu David A. Robbie* Kathryn D. Sullivan Scott A. Tozier* All members are INDEPENDENT *The Board has determined that these directors qualify as Audit Committee financial experts. Mr. Robbie joined the Audit and Finance Committee on February 11, 2025. | Meetings Meeting agendas are developed by the chair in consultation with committee members and senior management, who regularly attend the meetings. At each meeting, the committee also holds executive sessions without members of management, and it also meets privately with representatives from our independent auditor, and separately with the chief financial officer, general counsel, chief audit executive, and chief accounting officer. Responsibilities • Assisting our Board in monitoring the integrity of our financial statements and financial reporting procedures. • Reviewing the independent auditor’s qualifications and independence, as well as overseeing the performance of our internal audit function and the independent auditor. • Coordinating our compliance with legal and regulatory requirements relating to the use and development of our financial resources, as well as ensuring that controls are in place to prevent, deter and detect financial fraud by management and monitoring the risk of such fraud. • Reviewing cybersecurity and information risk management programs and controls, including identification and reporting of material cybersecurity incidents. In overseeing the performance of our internal audit function and independent auditor, the committee discusses the scope, significant risks and plans for the independent audit as well as the annual internal audit work plan. Throughout the year, at committee meetings and in private sessions, the committee discusses issues encountered or any changes in planned audit scopes. These meetings may include key members of the audit teams, subject matter experts, and key members of the management team. |

  116. The Governance Committee also considers whether a candidate demonstrates the

    | 32 \ | International Paper 2025 Proxy Statement |

  117. The Governance Committee also considers whether a candidate demonstrates the

    | Public Policy and Environment Committee | | | | | | 6 | Meetings in 2024 | 100% | Attendance Rate | |

  118. The Governance Committee also considers whether a candidate demonstrates the

    | Current Members Kathryn D. Sullivan (Chair) Jamie A. Beggs Ahmet C. Dorduncu Anders Gustafsson David A. Robbie Scott A. Tozier All Members are INDEPENDENT Mr. Robbie joined the Public Policy and Environment Committee on February 11, 2025. | Meetings Meeting agendas are developed by the chair in consultation with committee members and executive leaders, who regularly attend the meetings. Responsibilities • Reviewing environmental, sustainability and social impact issues and risks (including climate change) and health and safety issues and risks potentially impacting the Company; contemporary and emerging public policy issues; and pertinent technology issues. • Reviewing the Company’s health and safety policies, as well as environmental policies, to ensure continuous improvement and compliance. • Reviewing the Company’s policies and procedures for complying with certain of its legal and regulatory obligations, including our Code of Conduct, and reviewing our charitable and political contributions. |

  119. The Governance Committee also considers whether a candidate demonstrates the

    | Management Development and Compensation Committee | | | | | | 7 | Meetings in 2024 | 97% | Attendance Rate | |

  120. The Governance Committee also considers whether a candidate demonstrates the

    | Current Members Jacqueline C. Hinman (Chair) Christopher M. Connor Clinton A. Lewis, Jr. Anton V. Vincent All Members are INDEPENDENT | Meetings Meeting agendas are developed by the chair in consultation with committee members and executive leaders, who regularly attend the meetings. An executive session without management present is held at each meeting. The committee’s independent compensation consultant, Frederic W. Cook & Co., Inc. (“FW Cook”), regularly attends meetings. Responsibilities • Overseeing our overall compensation program and approving the compensation of our senior management (other than the CEO); conducting performance evaluations of the chairman and CEO at least annually, in accordance with the process organized by the Lead Director; and recommending compensation of the CEO to the independent directors based on such evaluations and other considerations. • Discussing with Company management the required disclosure under Item 407(e)(5) of Regulation S-K, including the Compensation Discussion & Analysis (“CD&A”) that is prepared as part of this Proxy Statement, and recommending that the CD&A be included in the Proxy Statement. • Ensuring the Company has policies and programs for the development of executive leaders and succession planning • Overseeing our retirement and benefit plans for senior executives and approving any significant changes to our retirement and benefit plans for our employees. The committee may delegate its authority for day-to-day administration and interpretation of these plans, except as it may impact our executive leaders, including the CEO. • Overseeing our succession planning and talent management strategies and programs. |

  121. The Governance Committee also considers whether a candidate demonstrates the

    | Executive Committee | | | | | | 0 | Meetings in 2024 | NA | Attendance Rate | |

  122. The Governance Committee also considers whether a candidate demonstrates the

    | Current Members Andrew K. Silvernail (Chair) Christopher M. Connor Anders Gustafsson Jacqueline C. Hinman Clinton A. Lewis, Jr. Kathryn D. Sullivan | • The Executive Committee may act for our Board, to the extent permitted by law, if Board action is required and a quorum of our full Board cannot be convened on a timely basis in person or telephonically. • The chairman of our Board, the independent Lead Director, and the chair of each Board committee are members of the Executive Committee. |

  123. The Governance Committee also considers whether a candidate demonstrates the

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  124. The Governance Committee also considers whether a candidate demonstrates the

    | Corporate Governance / Shareowner Engagement |

  125. The Governance Committee also considers whether a candidate demonstrates the

    Compensation Committee Interlocks and Insider Participation During 2024, no member of the MDCC was an employee or a current or former officer of the Company, or had any relationship that would require disclosure under Item 404 of Regulation S-K. In addition, during 2024 no executive officer of the Company served as either a director or a member of the compensation committee (or its equivalent) of any entity that had one of its executive officers serving on our MDCC or our Board. Shareowner Engagement We have an active shareowner engagement program, including through regular calls and meetings, which allows us to better understand our shareowners’ priorities, perspectives, and concerns, and enables the Company to effectively address issues that matter most to our shareowners. In 2024, we significantly increased our shareowner engagement efforts, meeting with nearly 500 shareowners, including over 200 institutional investors, for a total of 267 meetings, compared with 81 meetings in 2023. This heightened level of interaction was driven by the following factors: New Leadership and Strategic Direction: With the appointment of our new CEO, we have embarked on a transformative journey, implementing a new strategic vision aimed at driving long-term growth and value creation. Our shareowners have shown a keen interest in understanding and contributing to this new direction. Transformational Business Combination: In 2024, we laid the foundation for completing the acquisition of DS Smith, which garnered substantial attention from our investors. This strategic move enhances our global footprint and is expected to create significant synergies, prompting increased dialogue with our shareowners. Commitment to Transparency: We have prioritized open and transparent communication with our shareowners, ensuring they are well-informed about our strategic initiatives and business developments. This approach has fostered a stronger relationship and increased engagement. In addition to these individual meetings, we hosted an Investor Day on March 25, 2025, our first since 2012, which provided investors with deeper insight into our strategic plan, our new leadership and plans for the Company’s future. 2024 Shareowner Engagement Highlights

  126. The Governance Committee also considers whether a candidate demonstrates the

    | 492 shareowners | In 2024, we met with 229 institutional investors, representing 218 million shares or 63% of our outstanding institutional shares. | Topics we engaged on included: 80/20 Leadership Changes DS Smith Transaction Capital Allocation Performance |

  127. The Governance Committee also considers whether a candidate demonstrates the

    | 34 \ | International Paper 2025 Proxy Statement |

  128. The Governance Committee also considers whether a candidate demonstrates the

    In 2024, our Company received a shareowner proposal requesting that the Board adopt a policy requiring shareholder approval for any new or renewed pay packages for senior managers that include golden parachute payments exceeding 2.99 times the executive’s base salary plus target short-term bonus. While the proposal did not pass, the level of support received reflected shareowner interest and concern regarding executive compensation practices. Our management, in collaboration with our independent compensation consultant, undertook a comprehensive evaluation of our existing policies related to executive severance. This evaluation included a thorough review of industry best practices, shareowner perspectives, and the potential impact on our Company’s long-term performance and governance. As a result of this evaluation, in 2025, our Board, upon recommendation of the MDCC, adopted the International Paper Company Executive Severance Plan (the “Severance Plan”). This plan is designed to align the interests of our executives with those of our shareowners, while also ensuring that our Company remains competitive in attracting and retaining top talent. We believe that this new plan strikes an appropriate balance between providing fair compensation to our executives and protecting the interests of our shareowners. For more information on the new Severance Plan, please see our Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on February 11, 2025, and Section 6, “Executive Severance Plan” in our Compensation, Discussion & Analysis. We remain committed to ongoing dialogue with our shareowners to ensure that our compensation practices continue to reflect their values and expectations. Proxy Access

  129. The Governance Committee also considers whether a candidate demonstrates the

    | • | 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; |

  130. The Governance Committee also considers whether a candidate demonstrates the

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

  131. The Governance Committee also considers whether a candidate demonstrates the

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

  132. The Governance Committee also considers whether a candidate demonstrates the

    | • | 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; |

  133. The Governance Committee also considers whether a candidate demonstrates the

    | Our Director Pay Principles | | Our 2024 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 our highly qualified directors | Continued to allow directors to elect to take equity in place of cash and to elect to defer their fees until retirement |

  134. The Governance Committee also considers whether a candidate demonstrates the

    | Director Compensation / Elements of Our Director Compensation Program |

  135. The Governance Committee also considers whether a candidate demonstrates the

    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 on this converted cash award in additional shares of restricted stock. Seven of the nine non-employee directors serving during 2024 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. Five of the nine non-employee directors serving during 2024 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 31 of the year of the director’s retirement, death or disability. Directors earn dividends on their shares of restricted 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 vests or is settled.

  136. The Governance Committee also considers whether a candidate demonstrates the

    | Director Compensation / |

  137. The Governance Committee also considers whether a candidate demonstrates the

    | Name of Director | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Jamie A. Beggs(3) | | 290,585 | 290,585 | | Christopher M. Connor | | 336,186 | 336,186 | | Ahmet C. Dorduncu | 130,925 | 163,001 | 293,926 | | Anders Gustafsson | | 332,019 | 332,019 | | Jacqueline C. Hinman | | 327,004 | 327,004 | | Clinton A. Lewis, Jr. | | 327,004 | 327,004 | | Kathryn D. Sullivan | 125,000 | 163,001 | 288,001 | | Scott A. Tozier(3) | | 290,585 | 290,585 | | Anton V. Vincent | | 307,020 | 307,020 |

  138. The Governance Committee also considers whether a candidate demonstrates the

    | (1) As described above, certain directors elected to receive shares of restricted stock in lieu of cash and therefore had no cash compensation during 2024. |

  139. The Governance Committee also considers whether a candidate demonstrates the

    | (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 13, 2024. 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. |

  140. The Governance Committee also considers whether a candidate demonstrates the

    | Director Compensation / Non-employee Director Compensation Table |

  141. The Governance Committee also considers whether a candidate demonstrates the

    The following table shows the aggregate number of unvested shares of restricted stock and RSUs outstanding as of December 31, 2024, for each non-employee director who served as of that date.

  142. The Governance Committee also considers whether a candidate demonstrates the

    | Name of Director | Aggregate Number of Shares Outstanding That Have Not Vested and RSUs (#) | | Jamie A. Beggs* | 7,745 | | Christopher M. Connor | 70,596 | | Ahmet C. Dorduncu | 4,225 | | Anders Gustafsson | 8,606 | | Jacqueline C. Hinman | 10,124 | | Clinton A. Lewis, Jr. | 64,913 | | Kathryn D. Sullivan | 5,264 | | Scott A. Tozier* | 7,745 | | Anton V. Vincent | 34,006 | | Total | 213,224 |

  143. Management Development and Compensation Committee

    | Other Equity Awards | 74 | | Other Compensation Elements | 75 | | Retirement and Benefit Plans | 75 | | Change-in-Control (“CIC”) Agreements | 75 | | Perquisites | 76 | | 5/ NEO Compensation | 77 | | Overview | 77 | | 2024 Actual Realized Compensation Compared to 2024 Targeted Compensation | 77 | | 6/ Other Matters Related to Governance and Compensation | 84 | | Insider Trading Policy and Procedures | 84 | | Officer Stock Ownership and Retention Requirements | 84 | | Board Policy on Personal Use of Company Aircraft | 85 | | Executive Severance Plan | 85 | | Clawback or Forfeiture of Incentive Awards | 85 | | Non-Competition and Non-Solicitation Agreements | 86 | | Prohibition on Repricing; No Stock Option Grants | 86 | | Equity Grant Practices | 86 | | Deductibility of Executive Compensation | 87 | | Accounting for Stock-Based Compensation | 87 | | 7/ Executive Compensation Tables | 88 | | Summary Compensation Table | 88 | | Grants of Plan-Based Awards During 2024 | 90 | | Outstanding Equity Awards at December 31, 2024 | 92 | | Stock Vested in 2024 | 93 | | Pension Benefits in 2024 | 93 | | Nonqualified Deferred Compensation in 2024 | 96 | | Post-Employment Termination Benefits | 97 |

  144. 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 for information regarding how Adjusted EBITDA is calculated and Appendix A for a reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure. |

  145. Management Development and Compensation Committee

    | Approved and adopted a new form of Change-in-Control agreement (see page 60) and adopted an Executive Severance Plan (see page 85) both effective in 2025. |

  146. Management Development and Compensation Committee

    | Based on a review of both the short- and long-term incentive compensation plans, the following changes were approved for our 2025 incentive plans effective January 1, 2025: Under the STI plan, each business unit will have its own performance metrics and goals separate from the corporate center. Individual performance modifiers will be eliminated to encourage collaboration and team performance. | | Under the LTI plan, our CEO and his direct reports will receive 100% PSUs which are based solely on relative TSR. |

  147. Management Development and Compensation Committee

    | (1) Mr. Silvernail’s 2024 Inducement PSU Award is not included. |

  148. Annual Incentive Plan (AIP)

    Annual Incentive Plan (AIP)

  149. Annual Incentive Plan Payout Scale

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

  150. Target (100% Payout)

    Target (100% Payout) Maximum (200% Payout) 2024-2026 Long-Term Incentive Plan

  151. Long-Term Incentive

    Long-Term Incentive

  152. Plan (LTIP) Metrics and Weightings

    Plan (LTIP) Metrics and Weightings

  153. Performance Stock Units (PSUs)

    Performance Stock Units (PSUs)

  154. Performance Stock Units Payout Scale

    Performance Stock Units Payout Scale

  155. ROIC (50%)

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

  156. Target (100% Payout)

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

  157. Relative TSR (50%)

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

  158. 50th percentile (100% Payout)

    50th percentile (100% Payout) At or above 75th percentile (200% Payout) * See page 70 for definitions.

  159. 50th percentile (100% Payout)

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  160. 50th percentile (100% Payout)

    2024 STI Performance Achievement

  161. 50th percentile (100% Payout)

    | Performance Metric | Target | Actual | % of Target Award Earned | Metric Weight | Weighted % of Target Award Earned | | Adjusted EBITDA* | $1.546B | $1.986B | 200.0% | 70.0% | 140.0% | | Revenue | $18.790B | $18.618B | 95.4% | 20.0% | 19.1% | | Cash Conversion* | 56.9% | 67.0% | 200.0% | 10.0% | 20.0% | | Total | | | | 100.0% | 179.1% |

  162. 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 A for non-GAAP financial measure definitions and a reconciliation of Adjusted EBITDA and components of Cash Conversion to the most directly comparable GAAP measures. |

  163. 50th percentile (100% Payout)

    2022-2024 LTI Performance Achievement

  164. 50th percentile (100% Payout)

    | Performance Metric | Target | Actual | % of Target Award Earned | Metric Weight | Weighted % of Target Award Earned | | 3-Year Adjusted ROIC* | 9.0% | 7.55% | 63.75% | 50.0% | 31.88% | | Relative TSR | 50th Percentile | 86th Percentile | 200% | 50.0% | 100.00% | | Total | | | | 100.0% | 131.88% |

  165. 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 A for non- GAAP financial measure definitions and a reconciliation of components of Adjusted ROIC to the most directly comparable GAAP measure. |

  166. 50th percentile (100% Payout)

    | 58 \ | International Paper 2025 Proxy Statement |

  167. 50th percentile (100% Payout)

    New CEO Compensation Arrangement On March 14, 2024, the Company entered into an offer letter (the “Offer Letter”) with Mr. Silvernail. In designing Mr. Silvernail’s compensation arrangement, the MDCC sought to deliver a market-competitive package that both reflects Mr. Silvernail’s capabilities and experience while incentivizing him to improve the Company’s financial performance and returns to shareowners. In addition to the factors outlined later in this CD&A, the MDCC and Board assessed the need to induce him to join the Company. The MDCC received advice from its independent compensation consultant (FW Cook) prior to approving these arrangements. Mr. Silvernail’s compensation and benefits are summarized below and described in more detail elsewhere in our CD&A.

  168. 50th percentile (100% Payout)

    | • | Received a base salary of $1,000,000 to position him appropriately to our benchmarks. |

  169. 50th percentile (100% Payout)

    | • | Eligible for an annual bonus under the Company’s AIP with a target amount of 150% of base salary, prorated based on actual service in 2024. |

  170. 50th percentile (100% Payout)

    | • | Awarded a 2024 annual LTIP grant valued at $12,500,000 on May 1, 2024, delivered entirely in PSUs (350,926 shares at target) with the same performance goals as other NEOs. |

  171. 50th percentile (100% Payout)

    | • | Established ongoing TDC for 2024 at $15,000,000, which approximated the CCG median. |

  172. 50th percentile (100% Payout)

    | • | Awarded a one-time, special “inducement grant” of performance share units award, which is a 100% performance-based award of 240,930 PSUs (at target) valued at $8,500,000 on May 1, 2024 (the “2024 Inducement PSU Award”). The 2024 Inducement PSU Award will be subject to both a service and performance vesting condition and will be earned for the achievement of rigorous stock price hurdles and contingent upon his continued service to the Company over a three-year performance/vesting period, with accelerated vesting in certain circumstances including following an involuntary termination for reasons other than for cause. |

  173. 50th percentile (100% Payout)

    | • | Eligible to participate in the benefit programs available to U.S.-based employees including the Company’s qualified Salaried Savings Plan-401(k) and nonqualified Deferred Compensation Savings Plan. |

  174. 50th percentile (100% Payout)

    | • | Provided with use of the Company’s aircraft for personal travel pursuant to a Time Sharing Agreement that requires Mr. Silvernail to reimburse the Company for the incremental cost to the Company of personal use above $150,000 per year. The value of such use up to $150,000 will result in imputed taxable income to Mr. Silvernail and will not be grossed up for taxes. |

  175. 50th percentile (100% Payout)

    | • | Provided with the Company’s standard employee relocation benefits, plus an additional one-time cash payment of $210,000 to support relocation expenses not covered under the policy relating to the sale of a home. |

  176. 50th percentile (100% Payout)

    | • | Reimbursed for legal fees up to $50,000 incurred in developing and negotiating his offer of employment. |

  177. 50th percentile (100% Payout)

    | • | Retirement eligibility at 60 years of age regardless of service. |

  178. 50th percentile (100% Payout)

    | • | Benefits generally available to all employees. |

  179. 50th percentile (100% Payout)

    The Offer Letter was filed as an exhibit in a Current Report on Form 8-K filed with the SEC on March 19, 2024. More information on Mr. Silvernail’s compensation arrangement is available later in this CD&A (see page 78). Other NEO Compensation Decisions Effective September 1, 2024, the Company promoted Mr. Hamic to executive vice president and president, North American Packaging Solutions. In his new role, Mr. Hamic continues to report directly to Mr. Silvernail and leads the Company’s integrated packaging business in North America. In recognition of his expanded role, Mr. Hamic’s base salary increased from $650,000 to $750,000. He remains eligible for an annual bonus under the Company’s AIP with a target amount of 100% of base salary. Mr. Hamic also received an increase in the target opportunity under the LTIP beginning with the 2025 annual grant. Effective April 1, 2025, the Company promoted Mr. Nicholls to executive vice president and president, DS Smith overseeing Europe, Middle East and Africa business operations and welcomed Lance T. Loeffler as our new senior vice president and chief financial officer. For more information on Mr. Nicholls’s promotion and Mr. Loeffler’s appointment, please see our Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on February 28, 2025.

  180. 50th percentile (100% Payout)

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  181. 50th percentile (100% Payout)

    In recognition of the criticality of Messrs. Ellis, Hamic and Royalty’s service in the context of the CEO leadership transition and to incentivize their continued contribution to our long-term success, we granted each a recognition and retention award comprised of restricted stock units (the “2024 Recognition Awards”). Messrs. Ellis and Royalty each received 20,000 RSUs on January 1, 2024, that vest on January 1, 2026. Mr. Hamic received an award of 30,000 RSUs on June 14, 2024, that vests on April 1, 2026. The 2024 Recognition Awards are subject to continued employment through the vesting dates, with accelerated vesting in certain circumstances including following an involuntary termination for reasons other than for cause. Update to Change-in-Control Agreements As part of the Company’s ongoing efforts to maintain a robust executive compensation program, the Board upon recommendation from the MDCC, approved a Change-in-Control agreement for Mr. Silvernail and revised existing change- in-control agreements for Mr. Nicholls and current and future senior vice presidents and above. Mr. Silvernail’s Change-in-Control Agreement was approved by the Board in March 2024, upon recommendation from the MDCC, as part of his offer of employment. Mr. Silvernail’s agreement provides for cash severance pay equal to 2.99 times the sum of his annual base salary plus short-term annual incentive, retirement eligibility at 60 years of age regardless of service, and up to three years of health benefits following his termination of employment. Mr. Nicholls’s revised change-in-control Agreement was approved by the Board, upon recommendation of the MDCC. The revised agreement will be offered to him for signature and consent in 2025 following a required six-month notice of termination of his current agreement. Mr. Nicholls’s Change-in-Control Agreement is a legacy Tier I Agreement that provides for cash severance pay equal to three times the sum of annual base salary plus target short-term annual incentive compensation and up to three years of health benefits following his termination of employment. Executive and senior vice presidents will be asked to sign a revised form of Tier II Change-in-Control Agreement (the “Updated Change-in-Control Agreement”) in 2025. The revised terms in the Updated Change-in-Control Agreement are more consistent with current market standards and more accurately align with the Company’s benefit plans, equity plans and current compensation practices. The Updated Change-in-Control Agreement applies to both current and future senior vice presidents and above. Upon both a change in control and qualifying termination (double trigger) in connection with a change in control (such qualifying termination taking place during the term of the Change-in-Control Agreement, which will be a period of two years following the date of the Change in Control), these executives will be eligible to receive cash severance pay equal to two times the sum of annual base salary and target short-term annual incentive compensation and up to two years of health benefits following termination of employment.

  182. 50th percentile (100% Payout)

    | 60 \ | International Paper 2025 Proxy Statement |

  183. 50th percentile (100% Payout)

    Responsiveness to Shareowners—Say-on-Pay Consideration

  184. 50th percentile (100% Payout)

    | In May 2024, 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 for our NEO compensation. The MDCC views this consistently strong level of support as continued affirmation of the design and direction of our executive compensation program. 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. | |

  185. 50th percentile (100% Payout)

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  186. 50th percentile (100% Payout)

    Compensation Governance Best Practices

  187. 50th percentile (100% Payout)

    | | Pay-for-Performance. 100% of NEOs incentive pay is performance-based and/or stock performance based. | | | Change-in-Control Benefits. Change-in-control severance benefits are: 2.99x target cash compensation for our CEO; 3x target cash compensation for our CFO; and 2x target cash compensation for our ELT. | | | 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 ELT. For 2024, 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 any incremental cost for personal use above $150,000. | | | Multiple Performance Metrics. Short-term incentive compensation and long-term incentive compensation performance is based on multiple quantitative metrics, without any overlap, to encourage balanced initiatives. | | | Peer Groups. We use relevant compensation benchmarking and relative TSR peer groups. |

  188. 50th percentile (100% Payout)

    | | No Employment Agreements for ELT. 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. Our 2024 Long-Term Incentive Compensation Plan does not permit repricing or exchange of underwater options or stock appreciation rights 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 Executive Perquisites. 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. | | | No Evergreen Provision. Our 2024 Long-Term Incentive Compensation Plan does not automatically increase shares of common stock authorized for issuance. |

  189. 50th percentile (100% Payout)

    | 62 \ | International Paper 2025 Proxy Statement |

  190. 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 ELT to deliver Company performance that builds long-term shareowner value. To achieve our objectives, our program is designed around two guiding principles:

  191. 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. |

  192. 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 Section 2, “Peer Group Benchmarking” on page 65.) Historical CEO Pay-for-Performance Alignment The following table demonstrates the close alignment between our former CEO’s realizable pay and the Company’s performance over the past five three-year performance periods as compared to our CCG.

  193. 50th percentile (100% Payout)

    | Three-Year Performance Period | Our CEO’s Realizable Pay Rank (percentile rank of CCG) | Our Company’s TSR Rank (percentile rank of CCG) | | 2021-2023 | 22nd | 6th | | 2020-2022 | 22nd | 17th | | 2019-2021 | 12th | 18th | | 2018-2020 | 37th | 26th | | 2017-2019 | 33rd | 29th |

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  195. 50th percentile (100% Payout)

    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 2021-2023. Compared to our CCG, our former CEO’s realizable compensation was at the 22nd percentile of our peer group while the Company delivered TSR at the 6th 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). Pay for Performance Alignment: CEO Realizable Pay vs. TSR Performance (2021-2023)

  196. 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. |

  197. 50th percentile (100% Payout)

    | • | This graph is based on the 2024 proxy statements filed by our CCG. |

  198. 50th percentile (100% Payout)

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

  199. 50th percentile (100% Payout)

    | • | Realizable pay consists of: |

  200. 50th percentile (100% Payout)

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

  201. 50th percentile (100% Payout)

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

  202. 50th percentile (100% Payout)

    | 3. | LTI determined as shown below, with equity awards based on December 31, 2023 market value for each company; |

  203. 50th percentile (100% Payout)

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

  204. 50th percentile (100% Payout)

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

  205. 50th percentile (100% Payout)

    | c. | performance share awards: |

  206. 50th percentile (100% Payout)

    | i. | actual shares earned using actual performance achievement for grant cycles beginning and ending between 2021 and 2023; and |

  207. 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; |

  208. 50th percentile (100% Payout)

    | d. | performance cash awards: |

  209. 50th percentile (100% Payout)

    | i. | actual cash paid using actual performance achievement for grant cycles beginning and ending between 2021 and 2023; and |

  210. 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. |

  211. 50th percentile (100% Payout)

    | 64 \ | International Paper 2025 Proxy Statement |

  212. 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 ELT members will vary from the market median based on factors such as:

  213. 50th percentile (100% Payout)

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

  214. 50th percentile (100% Payout)

    | · | Individual performance; and |

  215. 50th percentile (100% Payout)

    | · | Internal equity. |

  216. 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:

  217. 50th percentile (100% Payout)

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

  218. 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.

  219. 50th percentile (100% Payout)

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

  220. 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.

  221. 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 ELT; 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. |

  222. 50th percentile (100% Payout)

    | 2024 Compensation Comparator Group (CCG) | | | • Ball Corporation (BALL) • Berry Global Group, Inc. (BERY) • Bunge Limited (BG) • Carrier Global Corporation (CARR) • Crown Holdings, Inc. (CCK) • Eastman Chemical Company (EMN) • Eaton Corporation plc (ETN) • Emerson Electric Company (EMR) • General Dynamics Corporation (GD) | • Goodyear Tire & Rubber Company (GT) • Johnson Controls International plc (JCI) • Northrup Grumman Corporation (NOC) • Nucor Corporation (NUE) • Packaging Corporation of America (PKG) • Parker-Hannifin Corporation (PH) • PPG Industries, Inc. (PPG) • Schlumberger Limited (SLB) • Smurfit Westrock plc(1) (SW) |

  223. 50th percentile (100% Payout)

    | International Paper vs. CCG Revenue(2) IP’s Targeted TDC = CCG Median (50th percentile) 1 Westrock Company was acquired by Smurfit Kappa in July 2024. 2 Based on the most recently reported four quarters as of September 30, 2023 used in late 2023 to benchmark pay for 2024. | |

  224. 50th percentile (100% Payout)

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  225. 50th percentile (100% Payout)

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

  226. 50th percentile (100% Payout)

    3/ How We Make Compensation Decisions

  227. 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; |

  228. 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; |

  229. Role of the Management Development and Compensation Committee

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

  230. Role of the Management Development and Compensation Committee

    | • | Recommends to the independent members of the 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. |

  231. Role of Compensation Consultants

    Role of Compensation Consultants The MDCC continued to engage Frederic W. Cook & Co. Inc. (“FW Cook”) in 2024 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 to retain or terminate FW Cook, and to approve the terms of engagement, including fees. The MDCC relies on FW Cook to advise on its compensation decision-making process. FW Cook works exclusively for the MDCC and provides no other services to the Company. Accordingly, the MDCC has determined that FW Cook is independent from the Company; and separately, FW Cook has attested in writing to its independence from the Company. At this time, the MDCC has concluded there is no conflict of interest with regard to the compensation consultant. The Company retains Meridian Compensation Partners 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.

  232. Role of Compensation Consultants

    | MDCC’s Consultant: Frederic W. Cook & Co., Inc. | Management’s Consultants: Meridian Compensation Partners WTW |

  233. Role of Compensation Consultants

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  234. Role of Compensation Consultants

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

  235. Role of Compensation Consultants

    | • | base salary, |

  236. Role of Compensation Consultants

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

  237. 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 |

  238. Role of Compensation Consultants

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

  239. 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.

  240. Role of Compensation Consultants

    | 1 Not applicable to Mr. Silvernail. |

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  242. 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 1. As detailed in the table that follows, the MDCC approved increases in base salary for all of the NEOs except Messrs. Silvernail and Sutton. Mr. Hamic’s base salary was increased twice. The adjustment effective on March 1, 2024 (8.3%), was an annual merit increase, intended to recognize his individual performance and ensure his compensation remains competitive with the market, and the adjustment effective on September 1, 2024 (15.4%), was intended to recognize his increased responsibility with his promotion to executive vice president and president, North American Packaging Solutions, our largest business unit. The MDCC also approved base salary increases for Messrs. Nicholls, Ellis and Royalty, in each case effective on March 1, 2024. These annual merit increases were intended to recognize our NEO’s individual performance and ensure their compensation remains competitive with the market.

  243. Role of Compensation Consultants

    | Name | Base Salary (Jan-Feb) ($) | March 2024 Increase (%) | Base Salary (Mar-Dec) ($) | September 2024 Increase (%) | Annual Base Salary (Sept-Dec) (%) | Jan/Mar(4) 2025 Increase (%) | Current Base Salary ($) | | A.K. Silvernail (CEO)(1) | n/a | n/a | 1,000,000 | n/a | 1,000,000 | 0.0 % | 1,000,000 | | T.S. Nicholls (CFO) | 775,000 | 4.1 % | 806,500 | n/a | 806,500 | 11.6 % | 900,000 | | W.T. Hamic | 600,000 | 8.3% | 650,000 | 15.4%(2) | 750,000 | 0.0 % | 750,000 | | C.R. Ellis | 525,000 | 4.8 % | 550,000 | n/a | 550,000 | 4.5 % | 575,000 | | J.P. Royalty | 540,000 | 3.7 % | 560,000 | n/a | 560,000 | 4.5 % | 585,000 | | M.S. Sutton(3) (former CEO) | 1,450,000 | n/a | 1,450,000 | n/a | 1,450,000 | n/a | n/a |

  244. Role of Compensation Consultants

    | 1 | Mr. Silvernail joined the Company as CEO on May 1, 2024. |

  245. Role of Compensation Consultants

    | 2 | Mr. Hamic was promoted to executive vice president and president, North American Packaging Solutions effective September 1, 2024. |

  246. Role of Compensation Consultants

    | 3 | Represents base salary rate through retirement date of September 30, 2024. |

  247. Role of Compensation Consultants

    | 4 | Mr. Nicholls’s increase was effective January 1, 2025. The increases for Messrs. Ellis and Royalty were effective March 1, 2025. |

  248. 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.

  249. Role of Compensation Consultants

    | Element | IP Incentive Plan /Program | 2024 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 | |

  250. Role of Compensation Consultants

    | 1 | See Appendix A 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. |

  251. 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 compensation,

  252. Role of Compensation Consultants

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  253. Role of Compensation Consultants

    including any such equity awards, must be approved by the MDCC. Grants of equity awards to the CEO are approved by the independent members of the Board. 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 2024 performance metrics in comparison to those used for our 2023 incentive compensation plans. We explain below why the MDCC chose the performance metrics used for our 2024 incentive compensation plans. See the following page for more details on each metric. 2024 Annual Incentive Plan Metrics

  254. Role of Compensation Consultants

    | 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. |

  255. Role of Compensation Consultants

    2024-2026 Long-Term Incentive Plan – PSU Metrics

  256. 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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  258. Role of Compensation Consultants

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

  259. Role of Compensation Consultants

    | 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 Interest Expense, Net and Depreciation and Amortization. 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 A. Additional detail regarding the special items included in the definition of Adjusted EBITDA is set forth on pages 37-38 of our Annual Report on Form 10-K for our fiscal year ended December 31, 2024, filed with the U.S. Securities and Exchange Commission (“SEC”) on February 21, 2025. |

  260. Role of Compensation Consultants

    | 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. |

  261. Role of Compensation Consultants

    | 3 | 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 A. |

  262. Role of Compensation Consultants

    | 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 A), 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. 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 A. |

  263. Role of Compensation Consultants

    | 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. |

  264. Role of Compensation Consultants

    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.

  265. Role of Compensation Consultants

    | 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 65 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 a representative set of the companies against which we compete for investment dollars, as detailed in the indices described below. |

  266. Role of Compensation Consultants

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  267. Role of Compensation Consultants

    Our Peer Group for TSR Performance The TSR Peer Group was selected using a formulaic process. The 2024 TSR Peer Group includes member companies from the following indices:

  268. Role of Compensation Consultants

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

  269. Role of Compensation Consultants

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

  270. Role of Compensation Consultants

    | · | S&P 400 MidCap Index (Ticker MID) – including only paper packaging companies |

  271. 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.

  272. Role of Compensation Consultants

    | 2024 TSR Peer Group(1) | | | Air Products and Chemicals, Inc.(APD) Amcor plc (AMCR) Avery Dennison Corporation (AVY) Ball Corporation (BALL) Celanese Corporation (CE) Crown Holdings, Inc. (CCK) Dow Inc. (DOW) DuPont de Nemours, Inc.(DD) Eastman Chemical Company (EMN) Ecolab Inc. (ECL) | Graphic Packaging Holding Company (GPK) International Flavors & Fragrances Inc. (IFF) Linde plc (LIN) LyondellBasell Industries N.V. (LYB) Martin Marietta Materials Inc. (MLM) Packaging Corporation of America (PKG) PPG Industries, Inc. (PPG) Sonoco Products Company (SON) Smurfit Westrock plc(2) (SW) The Sherwin-Williams Company (SHW) Vulcan Materials Company (VMC) |

  273. Role of Compensation Consultants

    | 1 | Companies in bolded text are also part of our 2024 CCG. |

  274. Role of Compensation Consultants

    | 2 | WestRock Company was acquired by Smurfit Kappa in July 2024. |

  275. 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 2024 AIP award pool was paid to approximately 8,500 employees globally including our NEOs. 2024 Performance Metrics and Performance Achievement The MDCC believes our AIP performance targets should motivate management to achieve results that will drive superior investor returns. At the time the goals were set, the MDCC recognized the target level of 2024 performance was below the actual attainment in 2023. The MDCC determined the targets were at the same level of rigor as in prior years with the decrease attributable to the impact of lower industry-driven, commodity-based pricing.

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  277. Role of Compensation Consultants

    The chart below shows the specific design elements and how the award was earned.

  278. Role of Compensation Consultants

    | 2024 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% | $1.237B | $1.546B | $1.855B | $1.986B | 200.0% | 140.0% | | Revenue | 20% | $16.911B | $18.790B | $19.730B | $18.618B | 95.4% | 19.1% | | Cash Conversion(1) | 10% | 45.5% | 56.9% | 62.6% | 67.0% | 200.0% | 20.0% | | Total | 100% | | | | | | 179.1% |

  279. Role of Compensation Consultants

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

  280. Role of Compensation Consultants

    If our actual year-end result in any one of the metrics falls below the established threshold performance, no payment is 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 is calculated on a straight-line interpolated basis. 2024 Award Pool Calculation for NEOs The Company’s AIP target award pool for our NEOs is equal to the sum of each NEO’s target award. To calculate the actual award pool for our NEOs, the target award pool was multiplied by the Company’s 2024 total performance achievement of 179.1%, resulting in an award pool for the NEOs of approximately $6.1 million. The award paid to each of our NEOs is described in Section 5, “NEO Compensation.” 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 2024 AIP award pool for our NEOs. 2024 Individual AIP Awards Awards for all AIP-eligible employees are based on Company performance, then may be modified for individual performance achievement as determined by each employee’s direct manager. In 2024, all participants received 100% for individual performance.

  281. Role of Compensation Consultants

    | For 2024, the AIP awards for the NEOs, including both Mr. Silvernail and Mr. Sutton, received 100% for individual performance and thus the award was based solely on the Company’s financial performance of 179.1%. (See Section 5, “NEO Compensation”.) |

  282. Role of Compensation Consultants

    CEO Awards The CEO has discretion to recommend a CEO award (outside the AIP) for all employees, and to the MDCC for the NEOs, in recognition of exceptional individual performance beyond what is captured in annual individual objectives. For 2024, none of our NEOs received a CEO Award.

  283. Role of Compensation Consultants

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  284. Role of Compensation Consultants

    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 on January 1 to approximately 1,200 management-level employees based on position in the Company and satisfactory performance. The Company makes an off-cycle grant to newly-hired and newly-eligible participants annually each November 1, which are subject to the same terms and conditions. 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 all the NEOs in 2024, except Mr. Silvernail, LTIP awards are weighted 80% PSUs and 20% RSUs. Mr. Silvernail’s 2024 LTIP consists of 100% PSUs. 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 common stock (except in Asia and Morocco) in February, following the MDCC’s approval of achievement of performance metrics. The number of shares ultimately paid includes the reinvestment of any 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%.

  285. Role of Compensation Consultants

    | | Earned over 3-year Performance Period and Paid in early February | | | | | | | | 2022 | 2023 | 2024 | 2025 | 2026 | 2027 | | 2022 PSP Grant | 3-year Performance Measurement Period | | | Paid* | | | | 2023 LTIP Grant (PSUs) | | 3-year Performance Measurement Period | | | Paid* | | | 2024 LTIP Grant (PSUs) | | | 3-year Performance Measurement Period | | | Paid* |

  286. Role of Compensation Consultants

    | * Assuming threshold performance objective is achieved. |

  287. Role of Compensation Consultants

    Restricted Stock Units RSUs are time-based and therefore earned based on the passage of time and dependent on continued employment with the Company. The amount ultimately earned includes the reinvestment of any 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 1 commencing after the first anniversary of the grant.

  288. Role of Compensation Consultants

    | | Payment Date | | | | | | Feb. 1, 2024 | Feb 1, 2025 | Feb 1, 2026 | Feb 1, 2027 | | 2023 LTIP Grant (RSUs) | 1/3 | 1/3 | 1/3 | n/a | | 2024 LTIP Grant (RSUs) | n/a | 1/3 | 1/3 | 1/3 |

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  290. Role of Compensation Consultants

    Performance Metrics and Objectives The PSU portion of the 2024 LTIP grant was based on the metrics shown below, and some key components of our design are:

  291. Role of Compensation Consultants

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

  292. 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”). |

  293. Role of Compensation Consultants

    | | | Performance Objective | | | | 2024-2026 LTIP – PSU portion Performance Metrics | Metric Weight | Threshold ROIC – Payout 50% TSR – Payout 25% | Target Payout 100% | Maximum Payout 200% | | Adjusted ROIC | 50% | 3.0% | 5.0% | 8.0% | | Relative TSR | 50% | 25th percentile | 50th percentile | 75th percentile |

  294. 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 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 2024 LTIP range from 0 percent to 200 percent of the target award. 2022-2024 Performance Share Plan (PSP) Payout For the 2022-2024 PSP, the performance achievement approved by the MDCC in February 2025 is shown in the chart below. The award paid to each of our NEOs is described in Section 5, “NEO Compensation.”

  295. Role of Compensation Consultants

    | | | Performance Achievement | | | | | 2022—2024 Performance Metrics | Target | Actual Achievement | % of Target Award Earned | Metric Weight | Weighted % of Target Award Earned | | Adjusted ROIC | 9.0% | 7.55% | 63.75% | 50.0% | 31.88% | | Relative TSR(1) | 50th Percentile | 86th Percentile(1) | 200% | 50.0% | 100.00% | | Total 2022-2024 PSP Payout | | | | | 131.88% |

  296. Role of Compensation Consultants

    | 1 | WestRock Company was acquired by Smurfit Kappa in July 2024. |

  297. Role of Compensation Consultants

    Other Equity Awards We use equity awards, such as grants of stock, restricted stock awards (“RSAs”), and 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 2024, the Board, upon recommendation from the MDCC, approved the following additional awards to our NEOs:

  298. Role of Compensation Consultants

    | • | In recognition of the criticality of Messrs. Ellis, Hamic and Royalty’s service in the context of the CEO leadership transition and to incentivize their continued contribution to our long-term success, we granted each a recognition |

  299. Role of Compensation Consultants

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  300. Role of Compensation Consultants

    | and retention award comprised of restricted stock units (the “2024 Recognition Awards”). Messrs. Ellis and Royalty each received 20,000 RSUs on January 1, 2024, that vest on January 1, 2026. Mr. Hamic received an award of 30,000 RSUs on June 14, 2024, that vests on April 1, 2026. |

  301. Role of Compensation Consultants

    | • | In connection with his appointment as the Company’s chief executive officer on May 1, 2024, Mr. Silvernail received a 100% performance-based inducement award of 240,930 PSUs with a grant date fair market value of $8,500,000 (the “2024 Inducement PSU Award”), which vests on May 1, 2027, that is earned for the achievement of rigorous stock price hurdles and continued service over a three-year performance/vesting period. |

  302. Role of Compensation Consultants

    The 2024 Recognition Awards and the 2024 Inducement PSU Award are subject to continued service through the vesting dates, with accelerated vesting in certain circumstances including following an involuntary termination for reasons other than for cause. Other Compensation Elements Retirement and Benefit Plans U.S.-based members of the ELT 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 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. The Unfunded Supplemental Retirement Plan for Senior Managers (“SERP”) was closed to new participants effective January 1, 2012. With the retirement of Mr. Sutton in 2024, Mr. Nicholls is the only NEO in this legacy plan.

  303. Role of Compensation Consultants

    | Name | CEO (Silvernail) | Former CEO (Sutton) | NEO(2) | 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) | | • | • | | | | | Qualified Salaried Savings Plan – 401(k) | • | • | • | • | • | | | DCSP(1) | • | • | • | • | | |

  304. Role of Compensation Consultants

    | • Eligible to participate. 1 See the Summary Compensation Table on page 88 for additional information on this benefit. 2 The SERP executive benefit applies only to Mr. Nicholls and Mr. Sutton and was closed to new participants effective January 1, 2012. |

  305. Role of Compensation Consultants

    Change-in-Control (“CIC”) Agreements The Company has entered into CIC agreements with certain executives, including all NEOs. Our CIC agreements are intended to mitigate the risk of executive leadership instability during a change in control. These agreements provide cash severance and other benefits, including acceleration of equity-award vesting, only in the event of both a change in control of the Company and a qualifying termination of employment (i.e., involuntary termination without cause or departure for good reason). No benefits are provided upon a change in control alone (i.e., without an accompanying qualifying termination of employment) so long as the acquiring company provides replacement awards as

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  307. Role of Compensation Consultants

    substitution for outstanding equity awards. We believe these potential benefits align executive and shareowner interests by enabling Company leaders 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. The Company does not gross up or pay for excise taxes relating to any change-in-control benefits. As part of Mr. Silvernail’s offer of employment, the Board, upon recommendation from the MDCC, approved a new Tier I CIC Agreement providing that in the event of a change in control, Mr. Silvernail’s cash severance will be 2.99 times the sum of his base salary and target AIP. Mr. Silvernail’s CIC agreement provides for retirement at age 60 regardless of years of service with the Company. Mr. Silvernail is the only executive with a Tier I CIC agreement other than Mr. Nicholls, who has a legacy Tier I CIC agreement. Mr. Nicholls’s agreement provides for a cash severance of three times the sum of his base salary and target AIP. Going forward, the Board intends that Tier I CIC agreements apply only to the Company’s chief executive officer and chairman of the Board. In October 2024, our Board, upon recommendation from the MDCC, approved a revised form of Tier II CIC agreement for certain executives (the “Updated Tier II Agreement”). The Updated Tier II Agreement will apply to current and future senior vice presidents and above and one legacy vice president elected prior to February 2008. The revised terms in the Updated CIC agreement are more consistent with current market standards and more accurately align with the Company’s benefit plans, equity plans and current compensation practices. For more detail on these CIC agreements and benefits, see Section 7, “Post-Employment Termination Benefits” on page 100. Perquisites Our NEOs participate in the same benefit plans generally available to our employees. The only benefits our NEOs receive that are not generally available to all U.S. employees are the following: the CEO’s limited personal use of Company aircraft, benefits granted to a limited number of legacy participants in our discontinued Executive Supplemental Life Insurance Program and tax preparation services. Our NEOs on assignment outside the United States are entitled to the same standard benefits under our Global Mobility Policy as any employee serving the Company on an expatriate assignment. Our Company recognizes the additional complexities and responsibilities that come with serving on the board of a foreign subsidiary. To support our NEOs and certain other officers in managing these responsibilities, we offer annual reimbursement for tax- preparation services related to their board service on a foreign subsidiary. CEO Relocation Benefits and Personal Use of Corporate Aircraft In connection with hiring Mr. Silvernail, the MDCC recommended and the Board approved relocation assistance benefits and limited use of Company aircraft for personal travel pursuant to a Time Sharing Agreement. Our relocation program is an important business-related tool that helps us recruit and retain key management talent. Mr. Silvernail’s relocation benefits included reimbursement of expenses related to the sale of a home (but no home loss buyout), shipment of household goods, and insurance coverage on transport of goods. The Company provided Mr. Silvernail with the Company’s standard employee relocation benefits, plus an additional one-time cash payment of $210,000 to support relocation expenses not covered under the policy relating to the sale of a home. On limited occasions, the Company may provide additional or special relocation payments when needed to recruit senior executives. Our relocation policy requires employees (including Mr. Silvernail) to repay relocation benefits or payments if they resign or their employment is terminated for cause within one year of the relocation date. Mr. Silvernail’s Time Sharing Agreement requires him to reimburse the Company for the incremental cost of his personal use of Company aircraft above $150,000 per year. The value of such use up to $150,000 per year will result in imputed taxable income to Mr. Silvernail and will not be grossed up for taxes. For more information on use of Company aircraft by our CEO, please see Section 6, “Board Policy on Personal Use of Corporate Aircraft.” Additional information regarding the aggregate incremental cost of perquisites for our NEOs in 2024 is set forth in a footnote to the “All Other Compensation” column of the Summary Compensation Table.

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    | 76 \ | International Paper 2025 Proxy Statement |

  309. Role of Compensation Consultants

    5/ NEO Compensation Overview The compensation benchmarking review used to establish NEO target Total Direct Compensation (“TDC”) levels for 2024 indicated that Mr. Silvernail’s 2024 target TDC was 101.4% of the projected 2024 market median. The 2024 target TDC levels for all other NEOs were, in aggregate, 92.5% of the projected 2024 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 ELT. Generally, we base our compensation decisions on principles of internal equity and external market competitiveness. The difference 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. 2024 Actual Realized Compensation Compared to 2024 Targeted Compensation In this section, we describe the 2024 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:

  310. Role of Compensation Consultants

    | (i) 2024 actual base salary paid; |

  311. Role of Compensation Consultants

    | (ii) 2024 target AIP; |

  312. Role of Compensation Consultants

    | (iii) | the target value of the 2022-2024 PSP granted in 2022; |

  313. Role of Compensation Consultants

    | (iv) the target value of the LTIP RSUs that vested in February 2024; and |

  314. Role of Compensation Consultants

    | (v) the target value of Recognition Awards that vested during 2024, if any. |

  315. Role of Compensation Consultants

    The Actual amount represents what we believe is the appropriate way to illustrate 2024 actual pay earned, and includes:

  316. Role of Compensation Consultants

    | (i) 2024 actual base salary paid; |

  317. Role of Compensation Consultants

    | (ii) 2024 AIP paid in February 2025; |

  318. Role of Compensation Consultants

    | (iii) | the actual value of the 2022-2024 PSP paid in February 2025; |

  319. Role of Compensation Consultants

    | (iv) the actual value of the LTIP RSUs that vested in February 2024; and |

  320. Role of Compensation Consultants

    | (v) the actual value of Recognition Awards that vested during 2024, if any. |

  321. 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 2024 are shown in the Summary Compensation Table, while the following charts show PSP awards valued and paid in 2025 for the performance period ending in 2024 and LTI RSUs that vested during 2024 (and, if applicable, Recognition Awards that vested during 2024). The equity awards for the 2022-2024 PSP in the following charts were valued based on the closing price of $56.07 for the Company’s common stock on February 7, 2025, which is the trading day immediately preceding the date the MDCC approved the payout.

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  323. Role of Compensation Consultants

    | | Andrew K. Silvernail Chairman of the Board and Chief Executive Officer Andy Silvernail joined International Paper as CEO on May 1, 2024, and became chairman of the Board of Directors on October 1, 2024. Mr. Silvernail has two decades of experience leading global companies in the manufacturing and technology sectors. He joined International Paper from KKR & Co., Inc., a global investment advisory firm, where he served as an executive advisor, and 5 Nails, LLC, a private investment advisory firm, where he served as founder, chair and chief executive officer from 2022 through 2024. Prior to that, Mr. Silvernail served as chairman and chief executive officer of Madison Industries, one of the world’s largest privately held companies (2021) and chairman and chief executive officer of IDEX Corporation (NYSE: IEX) from 2011 through 2020. Mr. Silvernail currently serves on the board of directors of Stryker Corporation (NYSE: SYK) and Potter Global Technologies, a privately held company specializing in fire and safety solutions. |

  324. Role of Compensation Consultants

    2024 Realized Compensation

  325. Role of Compensation Consultants

    | Element of Compensation | Compensation Amount | Rationale | | 2024 Base Salary | $666,667 (paid from May 1, 2024) | No adjustment was made to Mr. Silvernail’s initial base salary since his hire on May 1, 2024. | | 2024 AIP Award | $1,791,000 (179.1% of target, prorated based on actual service) | Mr. Silvernail’s AIP payment was awarded at 179.1% of target (reflecting 100% for individual performance) and thus was based solely on the Company’s performance achievement. |

  326. Role of Compensation Consultants

    The chart below compares Mr. Silvernail’s 2024 actual compensation paid against prorated targeted compensation. Mr. Silvernail did not receive an LTI award in 2024. His 2024 Inducement PSU Award will vest May 1, 2027, and his 2024 LTIP award will vest in February 2027.

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    | 78 \ | International Paper 2025 Proxy Statement |

  328. Role of Compensation Consultants

    | | Timothy S. Nicholls Senior Vice President and Chief Financial Officer, Executive Vice President and President, DS Smith Tim Nicholls has 33 years of service with the Company. Effective January 31, 2025, Mr. Nicholls began serving as interim leader of the combined International Paper and DS Smith EMEA teams in addition to serving as the Company’s CFO. Effective April 1, 2025, he was promoted to executive vice president and president, DS Smith, overseeing our EMEA business. Mr. Nicholls became CFO effective June 2018, 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. |

  329. Role of Compensation Consultants

    2024 Realized Compensation

  330. Role of Compensation Consultants

    | Element of Compensation | Compensation Amount | Rationale | | 2024 Base Salary | $801,250 (incorporates a 4.1% increase effective March 1, 2024) | Mr. Nicholls’s base salary increase was made to reflect the increase in market value for his position. | | 2024 AIP Award | $1,516,080 (179.1% of target) | Mr. Nicholls’s AIP payment was awarded at 179.1% of target (reflecting 100% for individual performance) and thus based solely on the Company’s performance achievement. | | 2022-2024 PSP Payout | 89,099 shares, including reinvested dividends (valued at $4,995,770, including a fractional share) | PSP payout of 131.88% was based solely on the Company’s performance achievement in Adjusted ROIC and relative TSR described in Section 4. | | 2023 RSU Payout | $204,710 | The RSU payout represents the first one-third tranche of the 2023 RSU grant. |

  331. Role of Compensation Consultants

    The chart below compares Mr. Nicholls’s 2024 actual compensation paid against targeted compensation amounts. Target LTI PSP is based on 58,812 target shares valued at $49.31 using the 20-day average stock price as of December 31, 2021. Target LTI RSU is based on 5,417 shares at $35.69 using the 20-day average stock price as of December 31, 2022. Actual LTI PSP is based on 89,099 shares, which includes the original target shares plus reinvested dividends multiplied by 131.88% performance achievement and valued at $56.07, the Company’s closing share price on February 7, 2025.

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  333. Role of Compensation Consultants

    | | W. Thomas Hamic Executive Vice President and President, North American Packaging Solutions Tom Hamic has over 32 years of service with the Company having been promoted to his current role effective September 1, 2024. Previously, he served as senior vice president, North American Container and chief commercial officer since January 2023. In 2020, Mr. Hamic was named senior vice president, Global Cellulose Fibers IP Asia and Enterprise Commercial Excellence and served in the 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. |

  334. Role of Compensation Consultants

    2024 Realized Compensation

  335. Role of Compensation Consultants

    | Element of Compensation | Compensation Amount | Rationale | | 2024 Base Salary | $675,000 (incorporates an 8.3% increase effective March 1, 2024, and a 15.4% increase effective September 1, 2024) | Mr. Hamic’s salary increases were based on position to market and in recognition of his promotion to executive vice president and president, North American Packaging Solutions, our largest business. | | 2024 AIP Award | $1,104,460 (179.1% of target) | Mr. Hamic’s AIP payment was awarded at 179.1% of target (reflecting 100% for individual performance) and thus was based solely on the Company’s performance achievement. | | 2022-2024 PSP Payout | 32,597 shares, including reinvested dividends (valued at $1,827,712, including a fractional share) | PSP payout of 131.88% was based solely on the Company’s performance achievement in Adjusted ROIC and relative TSR described in Section 4. | | 2023 RSU Payout | $169,414 | The RSU payout represents the first one-third tranche of the 2023 RSU grant. |

  336. Role of Compensation Consultants

    The chart below compares Mr. Hamic’s 2024 actual compensation paid against targeted compensation amounts. Target LTI PSP is based on 21,517 target shares valued at $49.31 using the 20-day average stock price as of December 31, 2021. Target LTI RSU is based on 4,483 shares at $35.69 using the 20-day average stock price as of December 31, 2022. Actual LTI PSP is based on 32,597 shares, which includes the original target shares plus reinvested dividends multiplied by 131.88% performance achievement and valued at $56.07, the Company’s closing share price on February 7, 2025.

  337. Role of Compensation Consultants

    | 80 \ | International Paper 2025 Proxy Statement |

  338. Role of Compensation Consultants

    | | Clayton R. Ellis Senior Vice President, Global Cellulose Fibers Clay Ellis has 33 years of service with the Company. Effective January 2023, he was named senior vice president, Global Cellulose Fibers. Prior to his current role, Mr. Ellis served as senior vice president, Enterprise Operational Excellence from 2016 through 2020. From 2014 through 2016, he served as vice president—Pulp. Prior to that he served as vice president, Manufacturing, North American Papers. Mr. Ellis joined International Paper in 1992. |

  339. Role of Compensation Consultants

    2024 Realized Compensation

  340. Role of Compensation Consultants

    | Element of Compensation | Compensation Amount | Rationale | | 2024 Base Salary | $545,833 (incorporates a 4.8% increase effective March 1, 2024) | Mr. Ellis’s base salary increase was made to reflect the increase in market value for his position. | | 2024 AIP Award | $850,730 (179.1% of target) | Mr. Ellis’s AIP payment was awarded at 179.1% of target (reflecting 100% for individual performance) and thus was based solely on the Company’s performance achievement. | | 2022-2024 PSP Payout | 27,651 shares, including reinvested dividends (valued at $1,550,411, including a fractional share) | PSP payout of 131.88% was based solely on the Company’s performance achievement in Adjusted ROIC and relative TSR described in Section 4. | | 2023 RSU Payout | $79,737 | The RSU payout represents the first one-third tranche of the 2023 RSU grant. |

  341. Role of Compensation Consultants

    The chart below compares Mr. Ellis’s 2024 actual compensation paid against targeted compensation amounts. Target LTI PSP is based on 18,252 target shares valued at $49.31 using the 20-day average stock price as of December 31, 2021. Target LTI RSU is based on 2,110 shares at $35.69 using the 20-day average stock price as of December 31, 2022. Actual LTI PSP is based on 27,651 shares, which includes the original target shares plus reinvested dividends multiplied by 131.88% performance achievement and valued at $56.07, the Company’s closing share price on February 7, 2025.

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  343. Role of Compensation Consultants

    | | James P. Royalty, Jr. Senior Vice President, Containerboard and Recycling Jay Royalty has over 34 years of service with the Company. He has served as senior vice president, Containerboard and Recycling since January 2023. Mr. Royalty served as senior vice president, and president Europe, Middle East, Africa and Russia since 2019. Prior to that he served as vice president-Strategic Projects from 2017 through 2019; vice president, Investor Relations from 2013 through 2017; and vice president and general manager, Container the Americas from 2008 through 2013. Mr. Royalty joined the Company in 1991. |

  344. Role of Compensation Consultants

    2024 Realized Compensation

  345. Role of Compensation Consultants

    | Element of Compensation | Compensation Amount | Rationale | | 2024 Base Salary | $556,667 (incorporates a 3.7% increase effective March 1, 2024) | Mr. Royalty’s salary increase was made to reflect the increase in market value for his position. | | 2024 AIP Award | $805,950 (179.1% of target) | Mr. Royalty’s AIP payment was awarded at 179.1% of target (reflecting 100% for individual performance) and thus was based solely on the Company’s performance achievement. | | 2022-2024 PSP Payout | 27,651 shares, including reinvested dividends (valued at $1,550,411, including a fractional share) | PSP payout of 131.88% was based solely on the Company’s performance achievement in Adjusted ROIC and relative TSR described in Section 4. | | 2023 RSU Payout | $79,737 | The RSU payout represents the first one-third tranche of the 2023 RSU grant. |

  346. Role of Compensation Consultants

    The chart below compares Mr. Royalty’s 2024 actual compensation paid against targeted compensation amounts. Target LTI PSP is based on 18,252 target shares valued at $49.31 using the 20-day average stock price as of December 31, 2021. Target LTI RSU is based on 2,110 shares at $35.69 using the 20-day average stock price as of December 31, 2022. Actual LTI PSP is based on 27,651 shares, which includes the original target shares plus reinvested dividends multiplied by 131.88% performance achievement and valued at $56.07, the Company’s closing share price on February 7, 2025.

  347. Role of Compensation Consultants

    | 82 \ | International Paper 2025 Proxy Statement |

  348. Role of Compensation Consultants

    | | Mark S. Sutton Former Chairman of the Board and Chief Executive Officer Mark Sutton retired from the Company effective September 30, 2024, after a long, successful career spanning 40 years. Mr. Sutton’s tenure as CEO and chairman of the Board began effective November 2014 and January 2015, respectively. Prior to these roles, 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. |

  349. Role of Compensation Consultants

    2024 Realized Compensation

  350. Role of Compensation Consultants

    | Element of Compensation | Compensation Amount | Rationale | | 2024 Base Salary | $1,087,500 (no base salary increase in 2024, prorated for retirement) | No adjustment was made to Mr. Sutton’s base salary. Amount shown reflects base salary paid to Mr. Sutton in 2024 prior to his retirement. | | 2024 AIP Award | $2,921,660 (179.1% of target, prorated based on actual service) | Mr. Sutton’s AIP payment was awarded at 179.1% of target (reflecting 100% for individual performance) and thus was based solely on the Company’s performance achievement. | | 2022-2024 PSP Payout | 306,276 shares, including reinvested dividends (valued at $17,172,881 including a fractional share) | PSP payout of 131.88% was based solely on the Company’s performance achievement in Adjusted ROIC and relative TSR described in Section 4. | | 2023 RSU Payout | $767,632 | The RSU payout represents the first one-third tranche of the 2023 RSU grant. |

  351. Role of Compensation Consultants

    The chart below compares Mr. Sutton’s 2024 actual compensation paid against prorated compensation amounts. Target LTI PSP is based on 202,165 prorated target shares valued at $49.31, using the 20-day average stock price as of December 31, 2021. Target LTI RSU is based on 20,313 shares valued at $35.69, using the 20-day average stock price as of December 31, 2022. Actual LTI PSP is based on 306,276 shares, which includes the original target shares plus reinvested dividends multiplied by 131.88% performance achievement and valued at $56.07, the Company’s closing share price on February 7, 2025. Actual LTI RSU is based on 21,424 shares valued at $35.83, using the closing stock price as of January 31, 2024.

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  353. Role of Compensation Consultants

    6/ Other Matters Related to Governance and Compensation Insider Trading Policy and Procedures The Company has adopted comprehensive and detailed policies governing the purchase, sale and/or other dispositions of Com p any securities by our employees and Board members that we believe are reasonably designed to promote compliance with insider trading laws, rules, regulations, the New York Stock Exchange and London Stock Exchange listing standards and the UK Market Abuse Regulation. Our Insider Trading Policy prohibits our employees and directors and others from trading in securities of International Paper and other companies while in possession of material, non-public information about the Company. Our Insider Trading Policy also prohibits our employees from disclosing material, non-public information of International Paper, or another publicly traded company, to others who may trade on the basis of that information. It is the Company’s policy to comply with the federal securities laws and the applicable exchange listing requirements in regard to its policies governing purchase, sale and/or other dispositions of its own securities. Additionally, the Company requires certain officers of the Company to only transact in International Paper securities during an open window period. Our Section 16 officers and Board members are required to obtain approval in advance of transactions in our common stock. Our Insider Trading Policy also strictly prohibits our Section 16 officers and members of our Board of Directors from holding Company securities in a margin account or pledging those securities as collateral for a loan. Lastly, the Insider Trading Policy prohibits 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. The foregoing summary of our Insider Trading Policy does not purport to be complete and is qualified by reference to our Insider Trading Policy , a copy of which can be found as Exhibit 19 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the U.S. Securities and Exchange Commission on February 21, 2025. 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:

  354. Role of Compensation Consultants

    | Position | Current Ownership Requirement | | Chief Executive Officer | 6x base pay | | President | 5x base pay | | Executive Vice President | 4x base pay | | Senior Vice President | 3x base pay | | Vice President | 1.5x base pay |

  355. 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.

  356. Role of Compensation Consultants

    | 84 \ | International Paper 2025 Proxy Statement |

  357. Role of Compensation Consultants

    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. Officer stock ownership is reviewed annually and presented to the MDCC to ensure compliance. Board Policy on Personal Use of Company Aircraft The Company maintains aircraft to facilitate business travel. The Board encourages the CEO to use Company aircraft for Company business for business continuity and efficiency purposes. The CEO may use the Company aircraft for personal use, where appropriate as authorized by the Board. 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, who retired from the Company effective September 30, 2024, was authorized to use the Company aircraft for personal travel through September 30, 2024, but required to reimburse the Company for the incremental cost of such personal use above $75,000. In connection with the Company’s policy, the MDCC recommended and the Board of Directors approved a similar arrangement for Mr. Silvernail. Under Mr. Silvernail’s offer of employment, he is permitted personal and business use of the Company aircraft and is required to reimburse the Company for the incremental cost of such personal use above $150,000. In both instances, the value of such use is imputed income and is not grossed up for taxes. Mr. Silvernail has entered into a Time Sharing Agreement with the Company that outlines the terms by which he may use Company aircraft. The Company views this benefit as representative of those offered by the companies with which we compete for executive talent. For additional details on the aggregate incremental cost to the Company on personal use of Company aircraft by our NEOs, please see the “All Other Compensation” column of the Summary Compensation Table. Executive Severance Plan Pursuant to our 2005 Board Policy on Severance Agreements with Senior Executives, any supplemental severance payment to the CEO must be approved by the independent directors of the Board. A supplemental severance payment to any other board-appointed executive officer must be approved by the MDCC. In the absence of a change in control, any supplemental severance, plus severance under the Salaried Employee Severance Plan, may not exceed two times (2x) 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. This policy was in effect through 2024. In 2025, our Board, upon the recommendation of the MDCC, as part of our ongoing review of our executive compensation and retention programs, approved and adopted the International Paper Company Executive Severance Plan (the “Severance Plan”). The Severance Plan is designed to provide certain employees of the Company, including our NEOs, with payments and benefits upon specified terminations of employment. Effective as of February 11, 2025, the Severance Plan supersedes and replaces the 2005 Board Policy on Severance Agreements with Senior Executives, which previously provided supplemental severance benefits to our NEOs in excess of those available under the Company’s broad-based Salaried Employee Severance Plan. For more information on the new Executive Severance Plan, please see our Current Report on Form 8-K filed on February 11, 2025. Clawback or Forfeiture of Incentive Awards Our current and former Section 16 officers are subject to a robust International Paper Company Clawback Policy (the “ Clawback Policy ”), adopted by our Board of Directors in 2023. The Clawback Policy is administered by the MDCC and is compliant with the SEC final rule and NYSE listing standards and supplements clawback provisions under our plan documents. Under our Clawback Policy , both short-term and long-term incentive awards for current and former executive officers are subject to mandatory clawback under our Dodd-Frank compliant Clawback Policy . Additional discretionary clawback provisions apply under our plan documents. Our requires mandatory clawback of incentive-based compensation received by current and former executive officers in the event of an accounting restatement

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  359. Role of Compensation Consultants

    regardless of wh et her the executive officer was responsible for the causes of the restatement. Under our plan documents, the MDCC has discretion to clawback compensation if the Company’s financial statements are restated as a result of errors, omission, or fraud. In addition, the MDCC may, at its discretion, based on the facts and circumstances, require all or a portion of short- term and long-term awards to be forfeited in the event a participant engages in conduct that is detrimental to the business interests or reputation of the Company, including any violation of any Non-Competition and Non-Solicitation Agreement to which such participant is a party or violation of the Code of Conduct . Additionally, the MDCC may, in its discretion, based on the facts and circumstances, require an NEO who does not provide one-year’s notice of retirement to forfeit his or her short- term and long-term incentive awards. The foregoing summary of our Clawback Policy does not purport to be complete and is qualified by reference to our Clawback Policy , a copy of which can be found as Exhibit 97 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the U.S. Securities and Exchange Commission on February 21, 2025. Our Clawback Policy is available on the Company’s website at www.internationalpaper.com under the “Investors” tab and then under the “Governance” link. Non-Competition and Non-Solicitation Agreements The Company maintains Non-Competition and Non-Solicitation Agreements with leaders of the Company, including our NEOs, 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 Equity awards are made on an annual basis according to a pre-established schedule. Annual equity grants under the LTIP are approved at the MDCC’s December meeting with a grant date of January 1. The December meeting is generally scheduled at least one year in advance. Awards to newly-hired and newly-eligible participants are generally made on November 1. For Board-appointed executive officers, the grant date may be as soon as reasonably practicable following the individual’s effective hire date. Service-based restricted stock awards under our Recognition Award Program may be granted on the first day of any month by our senior vice president, chief people and strategy officer (as delegated by the Board), within parameters approved by the MDCC. An award to a Board-appointed executive officer requires approval by the MDCC (or by the independent members of the Board for the CEO). We do not strategically time long-term incentive awards in coordination with the release of material non-public information (“MNPI”) and have never had a practice of doing so. We do not currently grant stock options, stock appreciation rights or any similar awards with “option-like” features and therefore have not adopted a policy regarding the timing of any such awards in connection with the disclosure of MNPI of the Company. We have never timed and do not plan to time the release of MNPI for the purpose of affecting the value of executive compensation. The framework for making grants set forth above minimizes any concern that grant dates could be selectively chosen based upon the release of MNPI and market price at any given time. Our equity award accounting practices comply with GAAP in the United States a nd is transparently disclosed in our SEC filings.

  360. Role of Compensation Consultants

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  361. Role of Compensation Consultants

    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.

  362. Role of Compensation Consultants

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  363. 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 our CEO Award program (if applicable); and the change in pension value and all other compensation to our NEOs for the years ended December 31, 2024, 2023, and 2022.

  364. 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 ($) | | Andrew K. Silvernail(6) CEO & Chairman of the Board (Principal Executive Officer effective May 1, 2024) | 2024 | 666,667 | — | 17,193,607 | 1,791,000 | — | 1,081,296 | 20,732,570 | | | — | — | — | — | — | — | — | — | | | — | — | — | — | — | — | — | — | | Timothy S. Nicholls Senior Vice President and Chief Financial Officer; (Principal Financial Officer through April 1, 2025); Executive Vice President and President, DS Smith | 2024 | 801,250 | — | 2,886,532 | 1,516,080 | — | 138,008 | 5,341,870 | | | 2023 | 775,000 | — | 2,813,803 | 181,400 | — | 173,253 | 3,943,456 | | | 2022 | 770,833 | — | 2,950,892 | 253,600 | — | 219,683 | 4,195,008 | | W. Thomas Hamic(6) Executive Vice President and President, North American Packaging Solutions | 2024 | 675,000 | — | 3,966,737 | 1,104,460 | — | 75,821 | 5,822,018 | | | 2023 | 600,000 | — | 2,328,651 | 113,300 | 213,997 | 86,817 | 3,342,765 | | | 2022 | 516,667 | 25,000 | 1,079,615 | 150,900 | — | 92,075 | 1,864,257 | | Clayton R. Ellis(6) Senior Vice President Global Cellulose Fibers | 2024 | 545,833 | — | 1,903,173 | 850,730 | — | 61,594 | 3,361,330 | | | — | — | — | — | — | — | — | — | | | — | — | — | — | — | — | — | — | | James P. Royalty, Jr.(6) Senior Vice President, Containerboard & Recycling | 2024 | 556,667 | — | 1,903,173 | 805,950 | — | 78,803 | 3,344,593 | | | — | — | — | — | — | — | — | — | | | — | — | — | — | — | — | — | — | | Mark S. Sutton Former CEO & Chairman of the Board (Principal Executive Officer through April 30, 2024) | 2024 | 1,396,465 | — | 10,695,459 | 2,921,660 | — | 279,779 | 15,293,363 | | | 2023 | 1,450,000 | — | 10,551,707 | 493,700 | — | 350,119 | 12,845,526 | | | 2022 | 1,450,000 | — | 11,065,795 | 689,500 | — | 449,457 | 13,654,752 |

  365. Role of Compensation Consultants

    | (1) Mr. Hamic received a CEO Award in February 2023 to reward him for his outstanding leadership in Global Cellulose Fibers in 2022. |

  366. Role of Compensation Consultants

    | 88 \ | International Paper 2025 Proxy Statement |

  367. Role of Compensation Consultants

    | (2) The amounts reported in this column reflect the aggregate grant date fair value of stock awards under our LTIP, PSP and Recognition Award programs granted to the NEO during each year, computed in accordance with Financial Accounting Standards Board, Accounting Standards Codification Topic 718. A discussion of the assumptions used in calculating these values for the 2024 fiscal year may be found in Note 19 to our audited financial statements beginning on page 93 of our 2024 Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on February 21, 2025. The value shown for 2024 includes the aggregate grant date fair value of each NEO’s 2024-2026 LTIP award, which includes RSUs and PSUs. If the highest level of performance is achieved, the maximum value of these PSUs are as follows: |

  368. Role of Compensation Consultants

    | A.K. Silvernail | T.S. Nicholls | W.T. Hamic | C.R. Ellis | J.P. Royalty | M.S. Sutton | | $24,171,782 | $4,618,432 | $4,169,980 | $1,888,300 | $1,888,300 | $17,112,710 |

  369. Role of Compensation Consultants

    | Mr. Sutton retired effective September 30, 2024 leading to the cancellation of 75% of his award. |

  370. Role of Compensation Consultants

    | (3) Represents the amount earned under the AIP (formerly the Management Incentive Plan) based on Company and individual performance during the year shown, which is paid in February of the following year. |

  371. Role of Compensation Consultants

    | (4) Amounts shown in this column represent the change in accruals under our Retirement Plan, Pension Restoration Plan, and SERP as shown in the “Pension Benefits in 2024” table set forth on page 94 below. 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 the prior year. Changes in value arise from the decrease in the discount period and the impact of a change in the discount rate from the prior year’s measurement, and changes in mortality rate assumptions. The discount rate used is the same rate used by the Company for financial statement disclosure at fiscal year end. This rate is based on economic conditions at year end. The NEOs do not receive preferential or above-market earnings on nonqualified deferred compensation. Accordingly, there is no amount included in this column for this type of earnings credit. The actual change in pension value for those NEOs entitled to a pension benefit decreased as follows: Mr. Nicholls $437,487; Mr. Hamic $59,853; Mr. Ellis $85,702; Mr. Royalty $100,736; and Mr. Sutton $1,168,415. |

  372. Role of Compensation Consultants

    | (5) A breakdown of the “All Other Compensation” amounts for 2024 is shown in the following table: |

  373. Role of Compensation Consultants

    | Name | Retirement Savings Account Contributions ($)(a) | Company Matching Contribution ($)(b) | Group Life Insurance ($)(c) | ESIP ($)(d) | Corporate Aircraft ($)(e) | Company Matching Gift ($)(f) | Relocation ($)(g) | Corporate Facilities ($)(h) | Tax Return Preparation ($)(i) | Wellness Incentive ($)(j) | Total ($)(k) | | A.K. Silvernail | 33,333 | 3,866 | 3,168 | — | 150,000 | — | 875,418 | 15,361 | — | 150 | 1,081,296 | | T.S. Nicholls | 58,959 | 48,927 | 3,808 | 15,514 | — | 10,800 | — | — | — | — | 138,008 | | W.T. Hamic | 47,298 | 22,313 | 3,208 | — | — | 3,002 | — | — | — | — | 75,821 | | C.R. Ellis | 32,107 | 18,320 | 2,594 | — | — | 1,440 | — | — | 7,133 | — | 61,594 | | J.P. Royalty | 34,345 | 32,939 | 2,645 | — | — | 2,320 | 6,534 | — | — | 20 | 78,803 | | M.S. Sutton | 94,872 | 53,640 | 5,168 | 21,675 | 75,000 | 5,404 | — | 24,000 | — | 20 | 279,779 |

  374. Role of Compensation Consultants

    | (a) Represents the Retirement Savings Account contributions (“RSAc”) made by the Company to the NEO’s accounts in the Salaried Savings Plan and Deferred Compensation Savings Plan, as shown in the “Nonqualified 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. Messrs. Nicholls, Hamic and Sutton received RSAc in an amount equal to 6% of their eligible compensation; Messrs. Silvernail and Ellis received RSAc in an amount equal to 5% of their eligible compensation; Mr. Royalty received RSAc in an amount equal to 5% of his eligible compensation through August and 6% for the remainder of the year. |

  375. Role of Compensation Consultants

    | (b) Represents the Company match to the NEO’s contribution to the Salaried Savings Plan, Retiree Medical Savings Program and Deferred Compensation Savings Plan, as shown in the “Nonqualified Deferred Compensation Plan” table. |

  376. Role of Compensation Consultants

    | (c) Represents the Company’s annual premium payment for the NEO’s group life insurance benefit. |

  377. Role of Compensation Consultants

    | (d) Represents the amount paid by the Company for the NEO’s executive supplemental life insurance program (“ESIP”). |

  378. Role of Compensation Consultants

    | (e) Represents the aggregate incremental cost to the Company of Messrs. Sutton’s and Silvernail’s personal travel on Company aircraft. Pursuant to Board resolutions and their Time Sharing Agreements, both Messrs. Sutton and Silvernail are required to reimburse the Company for the incremental cost of personal use of the aircraft (above the annual limits of $75,000 for Mr. Sutton and above $150,000 for Mr. Silvernail, as shown). Mr. Silvernail’s actual use in 2024 was prorated for six months at $75,000. For 2024, the amounts reimbursable for Messrs. Sutton and Silvernail were $58,655 and $136,870, respectively. We calculate the incremental cost of personal use of the Company aircraft based upon the per mile variable cost of operating the aircraft multiplied by the number of miles flown for personal travel. The variable operating costs include fuel, maintenance, airway fees, user fees, communication, crew expenses, supplies and catering. We impute into income the value of personal use of the aircraft in accordance with IRS regulations, minus any amounts they reimbursed during the calendar year. Messrs. Sutton and Silvernail receive no tax gross-up on their imputed income. |

  379. Role of Compensation Consultants

    | (f) Represents the Company’s match of each NEO’s donations to the United Way of America (60-percent match) and the International Paper Company Employee Relief Fund (100-percent match) as part of Company-wide campaigns. |

  380. Role of Compensation Consultants

    | (g) Represents the amount the Company paid for expenses associated with Mr. Silvernail’s offer of employment and relocation consisting of: (i) $297,122 for home sale and purchase closing costs (but no home loss buyout), (ii) $87,220 for household goods and rental reimbursement, which included, (iii) $5,341 for shipping of two vehicles; (iv) $531 in increased insurance coverage for personal property relocated to Tennessee; (v) $169,800 for relocation allowances; (vi) $50,000 for reimbursement for legal fees incurred in connection with negotiating his offer of employment; and (vii) $265,404 equal to 46% of the taxable amount of the reimbursements and payments previously described. |

  381. Role of Compensation Consultants

    | (h) Represents personal use of corporate facilities operated and maintained by the Company for entertaining clients and Company retreats, team-building activities and strategic planning sessions. The value of this benefit is determined based on the fair market value of the facilities. |

  382. Role of Compensation Consultants

    | (i) Represents reimbursement of fees for the preparation of Mr. Ellis’s individual income tax returns related to his service on the board of directors of the Company’s prior Ilim joint venture in Russia, the sale of which was completed on September 18, 2023. Ilim was a joint venture that operated a pulp and paper business in Russia. |

  383. Role of Compensation Consultants

    | (j) Represents imputed income for wellness incentive. |

  384. Role of Compensation Consultants

    | (k) Represents the sum of columns (a) through (j). |

  385. Role of Compensation Consultants

    | (6) Compensation Information for Mr. Silvernail is only shown for the time he was employed by the Company. Compensation information for Messrs. Ellis and Royalty is not provided for certain prior years because they were not NEOs during those years. |

  386. Role of Compensation Consultants

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  387. Role of Compensation Consultants

    Grants of Plan-Based Awards During 2024 The table below shows payout ranges for our NEOs under the 2024 AIP and 2024-2026 LTIP, as described in our CD&A. There were no other plan-based cash or equity awards granted to our NEOs in 2024.

  388. Role of Compensation Consultants

    | Name | Committee Action Date(1) | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | Number of Shares of Stock or Units (#)(4) | Grant Date Fair Value of Stock and Option Awards ($)(5) | Total Grant Date Fair Value of Stock and Option Awards ($) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | A.K. Silvernail | 3/13/2024 | | | | | | | | | | | | AIP | 3/13/2024 | 5/1/2024 | 50,000 | 1,000,000 | 2,000,000 | | | | | | | | LTIP PSUs | 3/13/2024 | 5/1/2024 | | | | 43,866 | 350,926 | 701,852 | | 12,085,891 | | | 2024 Inducement PSUs | 3/13/2024 | 5/1/2024 | | | | 240,930 | 240,930 | 481,860 | | 5,107,716 | | | | | | | | | | | | | | 17,193,607 | | T.S. Nicholls | | | | | | | | | | | | | AIP | 12/11/2023 | 1/1/2024 | 42,325 | 846,500 | 1,693,000 | | | | | | | | LTIP RSUs | 12/11/2023 | 1/1/2024 | | | | | | | 15,970 | 577,316 | | | LTIP PSUs | 12/11/2023 | 1/1/2024 | | | | 7,631 | 61,050 | 122,100 | | 2,309,216 | | | | | | | | | | | | | | 2,886,532 | | W.T. Hamic | | | | | | | | | | | | | AIP | 12/11/2023 | 1/1/2024 | 30,834 | 616,670 | 1,233,340 | | | | | | | | LTIP RSUs | 12/11/2023 | 1/1/2024 | | | | | | | 14,419 | 521,247 | | | LTIP PSUs | 12/11/2023 | 1/1/2024 | | | | 6,890 | 55,122 | 110,244 | | 2,084,990 | | | 2024 Recognition RSU(7) | 3/11/2024 | 6/14/2024 | | | | | | | 30,000 | 1,360,500 | | | | | | | | | | | | | | 3,966,737 | | C.R. Ellis | | | | | | | | | | | | | AIP | 12/11/2023 | 1/1/2024 | 23,750 | 475,000 | 950,000 | | | | | | | | LTIP RSUs | 12/11/2023 | 1/1/2024 | | | | | | | 6,529 | 236,023 | | | LTIP PSUs | 12/11/2023 | 1/1/2024 | | | | 3,120 | 24,961 | 49,922 | | 944,150 | | | 2024 Recognition RSU(6) | 11/2/2023 | 1/1/2024 | | | | | | | 20,000 | 723,000 | | | | | | | | | | | | | | 1,903,173 | | J.P. Royalty | | | | | | | | | | | | | AIP | 12/11/2023 | 1/1/2024 | 22,500 | 450,000 | 900,000 | | | | | | | | LTIP RSUs | 12/11/2023 | 1/1/2024 | | | | | | | 6,529 | 236,023 | | | LTIP PSUs | 12/11/2023 | 1/1/2024 | | | | 3,120 | 24,961 | 49,922 | | 944,150 | | | 2024 Recognition RSU(6) | 11/2/2023 | 1/1/2024 | | | | | | | 20,000 | 723,000 | | | | | | | | | | | | | | 1,903,173 | | M.S. Sutton(8) | | | | | | | | | | | | | AIP | 12/12/2023 | 1/1/2024 | 81,565 | 1,631,300 | 3,262,600 | | | | | | | | LTIP RSUs | 12/12/2023 | 1/1/2024 | | | | | | | 59,173 | 2,139,104 | | | LTIP PSUs | 12/12/2023 | 1/1/2024 | | | | 28,276 | 226,209 | 452,418 | | 8,556,355 | | | | | | | | | | | | | | 10,695,459 |

  389. Role of Compensation Consultants

    | (1) The 2024-2026 LTIP grant was approved by the MDCC on December 11, 2023, for all NEOs effective the first day of the following calendar year, except Messrs. Sutton and Silvernail. Mr. Sutton’s grant was approved by the independent members of the Board on December 12, 2023, while Mr. Silvernail’s awards were approved by the independent members of the Board on March 13, 2024. |

  390. Role of Compensation Consultants

    | (2) Amounts represent the 2024 projected award under the AIP based on the Company’s internal plan at the start of the fiscal year. The amounts reported in the “Threshold,” “Target” and “Maximum” columns reflect estimated future payouts under the AIP. The actual payments, earned by each NEO in fiscal year 2024 and paid in fiscal year 2025, are shown in the Summary Compensation Table in the Non-Equity Incentive Plan Compensation column. See Section 4, “Elements of Our Executive Compensation Program-Short-Term Incentive” above for a description of the AIP. |

  391. Role of Compensation Consultants

    | (3) Represents the number of performance-based restricted stock units (“PSUs”) granted under the LTIP. The amounts reported in the “Threshold,” “Target” and “Maximum” columns reflect estimated future payouts under the LTIP. PSUs are considered issued and outstanding as of December 31, 2024, and are earned over a three-year period based on the achievement of pre-established performance goals. PSUs fully vest in February following the three-year performance period subject to certain forfeiture events. The number of shares of common stock received on settlement is increased by dividend equivalents accrued during the performance period. See Section 4, “Elements of Our Compensation Program-Long-Term Incentive Plan.” |

  392. Role of Compensation Consultants

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  393. Role of Compensation Consultants

    | (4) Represents the number of restricted stock units (“RSUs”) granted under the LTIP. RSUs are considered issued and outstanding as of December 31, 2024. RSUs are time-based, vesting ratably over three years on February 1 of each year subject to certain forfeiture events. The number of shares of common stock received on settlement is increased by dividend equivalents accrued during the vesting period. See Section 4, “Elements of Our Compensation Program-Long-Term Incentive Plan.” |

  394. Role of Compensation Consultants

    | (5) The amounts shown in this column reflect the grant date fair value of the LTIP awards computed in accordance with FASB ASC Topic 718 based on the probable satisfaction of the performance conditions at January 1, 2024, for such awards (i.e., 100 percent of target), as explained in further detail in the narrative following this table. PSUs granted in 2024 will vest in February 2027, after completion of the three-year performance period (January 1, 2024- December 31, 2026) and achievement of pre-established performance goals. RSUs granted in 2024 will vest ratably on February 1, 2025, 2026, and 2027. The number of shares of common stock received on settlement will be increased by dividend equivalents accrued during the performance or vesting period. The fair value is determined using the closing price of the Company’s common stock at the grant date. The assumptions used in calculating the grant date fair value can be found at Note 19 to our audited financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. For awards subject to performance conditions, the values shown are based upon the probable outcome of such conditions as of the grant date. |

  395. Role of Compensation Consultants

    | (6) Messrs. Ellis and Royalty each received a 2024 Recognition Award of 20,000 RSUs on January 1, 2024. The awards fully vest on January 1, 2026, subject to continued employment through the vesting dates, with accelerated vesting in certain circumstances including an involuntary termination for reasons other than for cause. |

  396. Role of Compensation Consultants

    | (7) Mr. Hamic received a 2024 Recognition Award of 30,000 RSUs on June 14, 2025. The award fully vests on April 1, 2026, subject to continued employment through the vesting dates, with accelerated vesting in certain circumstances including an involuntary termination for reasons other than for cause. |

  397. Role of Compensation Consultants

    | (8) Mr. Sutton retired effective September 30, 2024. |

  398. Role of Compensation Consultants

    Narrative to the Grants of Plan-Based Awards Table Estimated Future Payouts under Non-Equity Incentive Plan Awards These columns show the threshold, target and maximum payouts under the 2024 AIP. The actual amount paid is shown in the Summary Compensation Table. The amount shown in the “Threshold” column is the possible payout for each NEO based on threshold Company performance achievement of 50 percent of target. The threshold is the minimum performance level required to earn a payment under any of the following performance metrics: Revenue, Cash Conversion, and Adjusted EBITDA. For example, since Cash Conversion is weighted at 10 percent, a threshold payout would result in weighted performance achievement of 5 percent (or 50 percent of 10 percent). Minimum performance in at least one objective is required to fund an AIP award pool. The amount shown in the “Maximum” column is the possible payout for each NEO based on maximum Company performance achievement of 200 percent of target. Estimated Future Payouts under Equity Incentive Plan Awards These columns show the threshold, target and maximum payouts under the 2024-2026 LTIP. The amount shown in the “Threshold” column is the number of shares each NEO would receive if the Company achieved only the minimum performance level required in one of the following performance metrics: Adjusted ROIC and relative TSR. For example, since relative TSR is weighted at 50 percent, a threshold payout at 25 percent would result in weighted performance achievement of 12.5 percent (or one-half of 25 percent). The amount shown in the “Maximum” column is the possible number of shares each NEO would receive based on maximum Company performance of 200 percent. Grant Date Fair Value of Stock Awards The amounts shown in this column reflect the grant date fair value of the awards granted to each NEO under the 2024-2026 LTIP computed in accordance with FASB ASC Topic 718 based on the probable outcome of the performance conditions at January 1, 2024, for such awards (i.e., 100 percent of target). For the Adjusted ROIC component of the awards, the grant date fair value is based on the closing price of our common stock on the trading day immediately preceding the grant date. Valuing relative TSR is complicated because the value must take into account the probable payout of the 2024-2026 LTIP based on our expected future performance relative to the other companies in our TSR Peer Group. The market value of the TSR component is based on a Monte Carlo simulation as prescribed by FASB ASC Topic 718. The amount ultimately paid to LTIP participants may or may not be the same amount as the value shown in the table. Instead, the ultimate number of shares paid to our LTIP participants will vary based on the performance of the Company relative to performance of the other companies in our TSR Peer Group. In addition, the value of the LTIP award received by each participant is based on the fair value of the Company’s stock as of the effective date of the payment.

  399. Role of Compensation Consultants

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  400. Role of Compensation Consultants

    Outstanding Equity Awards at December 31, 2024 The following table shows the outstanding equity awards held by our NEOs as of December 31, 2024.

  401. Role of Compensation Consultants

    | | Stock Awards | | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested | | Name | (#)(1) | ($)(2) | | A.K. Silvernail | | | | 2024 LTIP PSUs(3) | 360,760 | 19,416,093 | | 2024 Inducement PSUs(4) | 247,681 | 13,330,215 | | T.S. Nicholls | | | | 2022 PSP PSUs(5) | 67,564 | 3,636,244 | | 2023 LTIP RSUs(6) | 11,896 | 640,274 | | 2023 LTIP PSUs(6) | 67,935 | 3,656,252 | | 2024 LTIP RSUs(7) | 16,627 | 894,848 | | 2024 LTIP PSUs(7) | 63,560 | 3,420,820 | | W.T. Hamic | | | | 2022 PSP PSUs(5) | 24,719 | 1,330,359 | | 2023 LTIP RSUs(6) | 9,846 | 529,878 | | 2023 LTIP PSUs(6) | 56,222 | 3,025,847 | | 2024 LTIP RSUs(7) | 15,013 | 807,941 | | 2024 LTIP PSUs(7) | 57,388 | 3,088,656 | | 2024 Recognition Award RSUs(8) | 30,280 | 1,629,667 | | C.R. Ellis | | | | 2022 PSP PSUs(5) | 20,968 | 1,128,490 | | 2023 LTIP RSUs(6) | 4,636 | 249,514 | | 2023 LTIP PSUs(6) | 26,471 | 1,424,689 | | 2024 LTIP RSUs(7) | 6,797 | 365,840 | | 2024 LTIP PSUs(7) | 25,987 | 1,398,642 | | 2024 Recognition Award RSUs(9) | 20,822 | 1,120,662 | | J.P. Royalty | | | | 2022 PSP PSUs(5) | 20,968 | 1,128,490 | | 2023 LTIP RSUs(6) | 4,636 | 249,514 | | 2023 LTIP PSUs(6) | 26,471 | 1,424,689 | | 2024 LTIP RSUs(7) | 6,797 | 365,840 | | 2024 LTIP PSUs(7) | 25,987 | 1,398,642 | | 2024 Recognition Award RSUs(9) | 20,822 | 1,120,662 | | M.S. Sutton | | | | 2022 PSP PSUs(5) | 232,248 | 12,499,534 | | 2023 LTIP RSUs(6) | 16,729 | 900,367 | | 2023 LTIP PSUs(6) | 148,606 | 7,998,007 | | 2024 LTIP RSUs(7) | 15,401 | 828,897 | | 2024 LTIP PSUs(7) | 58,877 | 3,168,797 |

  402. Role of Compensation Consultants

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  403. Role of Compensation Consultants

    | (1) The amounts in these columns represent the number of outstanding PSUs and RSUs, including dividend equivalents credited as of December 31, 2024. |

  404. Role of Compensation Consultants

    | (2) The market value is calculated based on the closing price of our common stock on December 31, 2024, of $53.82. |

  405. Role of Compensation Consultants

    | (3) The amounts in this row reflect PSUs that were granted to Mr. Silvernail on May 1, 2024, under our 2024 LTIP. The performance period is January 1, 2024, through December 31, 2026. The number of units reflected in the chart above for the units awarded under the 2024-2026 LTIP assumes vesting at the 100% performance level. |

  406. Role of Compensation Consultants

    | (4) The amount shown in this row reflect Mr. Silvernail’s 2024 Inducement PSU Award, a 100% performance-based inducement award granted on May 1, 2024, that is earned for the achievement of rigorous stock price hurdles and continued service over a three-year performance/vesting period, with accelerated vesting in certain circumstances including following an involuntary termination for reasons other than for cause. The number of units reflected in the chart above for the units awarded under the 2024 Inducement PSU Award assumes vesting at the 100% performance level. |

  407. Role of Compensation Consultants

    | (5) The amounts shown in these rows reflect PSUs granted on January 1, 2022, under the 2022-2024 PSP. The units awarded under the 2022-2024 PSP ultimately vested at the 131.88% level based on performance over this period as described in this CD&A (but are reflected at the 100% level in the chart set forth above since such units had not vested as of December 31, 2024). |

  408. Role of Compensation Consultants

    | (6) The amounts shown in these rows reflect RSUs and PSUs granted on January 1, 2023, under the 2023 LTIP. |

  409. Role of Compensation Consultants

    | (7) The amounts shown in these rows reflect RSUs and PSUs granted on January 1, 2024, under the 2024 LTIP. |

  410. Role of Compensation Consultants

    | (8) The amount shown in this row reflects Mr. Hamic’s 2024 Recognition Award of RSUs granted on June 14, 2024, that vest on April 1, 2026, subject to continued employment through the vesting date, with accelerated vesting in certain circumstances including following an involuntary termination for reasons other than for cause. |

  411. Role of Compensation Consultants

    | (9) The amounts shown in these rows reflect 2024 Recognition Awards of RSUs granted to Messrs. Ellis and Royalty on January 1, 2024, that vest on January 1, 2026, subject to continued employment through the vesting date, with accelerated vesting in certain circumstances including following an involuntary termination for reasons other than for cause. |

  412. Role of Compensation Consultants

    Stock Vested in 2024 The following table shows the value received upon the vesting in 2024 of performance-based and time-based restricted stock grants previously awarded under our PSP, LTIP, and Recognition Award Program, if any, as described in our CD&A.

  413. Role of Compensation Consultants

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | A.K. Silvernail | – | – | | T.S. Nicholls | 53,974 | 1,906,388 | | W.T. Hamic | 18,517 | 655,616 | | C.R. Ellis | 13,862 | 490,025 | | J.P. Royalty | 16,014 | 565,939 | | M.S. Sutton | 200,240 | 7,072,698 |

  414. Role of Compensation Consultants

    | (1) Amounts shown represent shares (including shares acquired in respect of reinvested dividend equivalents) under the 2023 LTIP RSU awards that vested on February 1, 2024, and PSP awards that vested on February 12, 2024. |

  415. Role of Compensation Consultants

    | (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: $35.83 for each RSU share and $35.26 for each PSP share. |

  416. Role of Compensation Consultants

    Pension Benefits in 2024 The following table shows the present value of benefits payable to our NEOs under our Retirement Plan, Pension Restoration Plan, or SERP at December 31, 2023, and December 31, 2024. The change in the 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 2024.

  417. Role of Compensation Consultants

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  418. Role of Compensation Consultants

    With the exception of Mr. Silvernail, all NEOs are eligible for a benefit calculated under the Retirement Plan formula. These NEOs are also eligible for a benefit calculated under the Pension Restoration Plan formula. Only Messrs. Sutton and Nicholls are eligible for a benefit calculated under the SERP formula. Our SERP complies with Section 409A of the Code with the portion of the benefit earned prior to SERP eligibility paid under the Pension Restoration Plan, and the portion earned following SERP eligibility paid from the SERP. The SERP closed to new participants on January 1, 2012.

  419. Role of Compensation Consultants

    | Name | Plan Name | Number of Years of Credited Service in 2024 (#) | 12/31/2023 Present Value of Accumulated Benefit ($)(1) | Payments During Fiscal Year 2024 ($)(2) | 12/31/2024 Present Value of Accumulated Benefit ($)(3) | | A.K. Silvernail | Retirement Plan | — | — | — | — | | | Pension Restoration Plan | — | — | — | — | | | SERP | — | — | — | — | | | Total | | — | — | — | | T.S. Nicholls | Retirement Plan | 27.25 | 1,396,925 | — | 1,290,990 | | | Pension Restoration Plan | 27.25 | 698,076 | — | 645,138 | | | SERP | 27.25 | 8,952,798 | — | 8,674,184 | | | Total | | 11,047,799 | — | 10,610,312 | | W.T. Hamic | Retirement Plan | 25.00 | 1,143,097 | — | 1,115,455 | | | Pension Restoration Plan | 25.00 | 1,332,008 | — | 1,299,797 | | | SERP | — | — | — | — | | | Total | | 2,475,105 | — | 2,415,252 | | C.R. Ellis | Retirement Plan | 26.33 | 970,213 | — | 921,837 | | | Pension Restoration Plan | 26.33 | 748,589 | — | 711,263 | | | SERP | — | — | — | — | | | Total | | 1,718,802 | — | 1,633,100 | | J.P. Royalty | Retirement Plan | 27.50 | 1,067,948 | — | 1,020,881 | | | Pension Restoration Plan | 27.50 | 1,217,752 | — | 1,164,083 | | | SERP | — | — | — | — | | | Total | | 2,285,700 | — | 2,184,964 | | M.S. Sutton | Retirement Plan | 34.58 | 1,806,805 | 28,202 | 1,638,319 | | | Pension Restoration Plan | 34.58 | 1,084,815 | 40,814 | 961,779 | | | SERP | 34.58 | 29,515,185 | 1,072,694 | 27,496,582 | | | Total | | 32,406,805 | 1,141,710 | 30,096,680 |

  420. Role of Compensation Consultants

    | (1) The calculation of the present value of accumulated benefits as of December 31, 2023, assumes a discount rate of 5.10 percent for annuity payments and deferral periods. Lump sum payment calculations are based on the lower of the December 2023, municipal bond rate of 2.89 percent, or the locked-in rate elected by the NEO, if applicable. The calculation further assumes benefit commencement at the earliest age at which the NEO would be entitled to an unreduced benefit (the earlier of age 61 and completion of 20 years of service or age 62 and completion of 10 years of service). For individuals eligible for an unreduced benefit, we use their age as of the end of the fiscal year. |

  421. Role of Compensation Consultants

    | (2) Mr. Sutton retired effective September 30, 2024, and commenced his Retirement Plan and Restoration Plan annuities effective October 1, 2024. The December 31, 2024, present values are based on his actual elected annuities, a 5.68 percent valuation discount rate and Company-specific, generational mortality assumption. |

  422. Role of Compensation Consultants

    | (3) With the exception of Mr. Sutton described in footnote (2), the calculation of the present value of accumulated benefits as of December 31, 2024, assumes a discount rate of 5.68 percent for annuities and deferral periods. Lump sum payment calculations are based on the lower of the December 2024, average municipal bond rate of 3.14 percent, or the locked-in rate elected by the NEO, if applicable. The assumptions regarding the benefit commencement date are the same as described in footnote (1). |

  423. Role of Compensation Consultants

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  424. Role of Compensation Consultants

    Narrative to Pension Benefits Table Retirement Plan of International Paper Company Our Retirement Plan is a funded, tax-qualified plan that covers all U.S. salaried employees hired prior to July 1, 2004. U.S. employees hired on or after July 1, 2004, are eligible for a Company-paid Retirement Savings Account contribution to our Salaried Savings Plan and Deferred Compensation Savings Plan in lieu of participation in the Retirement Plan. With the exception of Mr. Silvernail, all NEOs were hired prior to July 1, 2004, and thus are eligible to participate in the Retirement Plan. We calculate the benefit under the Retirement Plan at the rate of 1.67% of the participant’s average pensionable earnings received over the highest five consecutive calendar years of the last 10 calendar years, multiplied by his or her years of service, then reduced by a portion of Social Security benefits. We include as pensionable earnings the participant’s base salary plus AIP awards that were not deferred, up to the maximum limit set by the IRS. Effective December 31, 2018, credited service and compensation under the Retirement Plan were frozen for all salaried employees, including the NEOs. International Paper Company Pension Restoration Plan for Salaried Employees Our supplemental retirement plan for our salaried employees is an unfunded, nonqualified plan that covers all U.S. salaried employees hired prior to July 1, 2004. This plan augments our Retirement Plan by providing retirement benefits based on compensation that is greater than the limits set by the IRS. We include as eligible compensation under this plan the participant’s base salary plus AIP awards, including amounts deferred. With the exception of Mr. Silvernail, all NEOs were hired prior to July 1, 2004, and thus are eligible to participate in the Pension Restoration Plan. We calculate the benefit under the Pension Restoration Plan in the same manner as the Retirement Plan and then reduce the benefit by the amount payable under the Retirement Plan. Effective December 31, 2018, credited service and compensation under the Restoration Plan were frozen for all salaried employees, including the NEOs. The International Paper Company Unfunded Supplemental Retirement Plan for Senior Managers Our SERP is an alternative retirement plan available to certain senior executives. The SERP closed to new participants effective January 1, 2012. Messrs. Sutton and Nicholls were the only NEOs eligible for the SERP in 2024. SERP benefits vest once the participant reaches age 55 and has completed five years of service. The normal form of payment is a lump sum. We calculate benefits under the SERP at the same rate as our Retirement Plan and Pension Restoration Plan. Participants are eligible to receive a lump sum payment of the benefit earned for service after becoming eligible in the SERP; the benefit earned prior to SERP eligibility remains payable as an annuity. Benefits are payable under the SERP on the later of the participant’s retirement date or the six months following separation from service. We define “retirement date” as the date the participant reaches the earlier of age 55 with 10 years of service or age 65 with five years of service. Effective December 31, 2018, credited service and compensation under the SERP were frozen for the remaining participants. A participant who has selected an anticipated retirement date at least 12 months in advance has the right to lock in a discount rate used to determine the amount of the lump sum payment based on the average for the month in which they choose to lock in. Mr. Sutton, prior to his retirement, and Mr. Nicholls locked in discount rates under this provision. At the request of our Board, Mr. Nicholls has mutually agreed to defer his anticipated retirement date elected under the SERP until completion of the leadership transition and through the DS Smith integration period. Agreements to Include Additional Years of Service in Retirement Benefit Calculation Our change-in-control agreements (“CIC agreements”), described later in this CD&A, provide enhanced retirement benefits in the event of a qualifying termination of each NEO’s employment following a change in control. The CIC

  425. Role of Compensation Consultants

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  426. Role of Compensation Consultants

    agreement for Mr. Silvernail provides three additional years of Retirement Savings Account contributions (“RSAc”) and the amount of any unvested contributions in the Salaried Savings Plan and the Deferred Compensation Savings Plan. The CIC agreement for Mr. Nicholls provides three additional years of age and service toward his Supplemental Executive Retirement Plan benefit. The CIC agreements for Messrs. Hamic, Ellis and Royalty provide a pension benefit of two additional years of age and service toward their Pension Restoration Plan benefit. As of September 30, 2024, Mr. Sutton was not an employee of the Company and therefore his former CIC agreement is no longer applicable. Eligibility for Early Retirement Benefits Normal retirement under our Retirement Plan and Pension Restoration Plan is age 65. Participants, including the NEOs, are eligible for early retirement under the Retirement Plan, the Pension Restoration Plan and the SERP at age 55 with 10 years of service. However, a participant’s accrued benefit is reduced by 4% for each year if the participant retires before reaching age 62. Eligible active employees may receive an unreduced benefit once they reach age 61 and have completed at least 20 years of service. Benefits for NEOs eligible for early retirement would be reduced based on age and years of service as of their commencement date. Nonqualified Deferred Compensation in 2024 The following table shows contributions in 2024 by the Company and each of our NEOs to the DCSP, which is our nonqualified deferred compensation plan, and each NEO’s DCSP account balance as of December 31, 2024.

  427. Role of Compensation Consultants

    | Name | Executive Contributions in Last Fiscal Year ($)(1) | Registrant Contributions in Last Fiscal Year ($)(2) | Aggregate Earnings in Last Fiscal Year ($)(3) | Aggregate Withdrawals/ Distributions in Last Fiscal Year ($) | Aggregate Balance at Last Fiscal Year End ($)(4) | | A.K. Silvernail | — | 16,083 | (173) | — | 15,910 | | T.S. Nicholls | 63,765 | 68,866 | 743,253 | — | 3,327,828 | | W.T. Hamic | 31,740 | 40,991 | 288,722 | — | 1,036,969 | | C.R. Ellis | — | 14,857 | 131,151 | — | 385,844 | | J.P. Royalty | 24,365 | 31,714 | 535,957 | — | 1,565,864 | | M.S. Sutton | 67,667 | 114,772 | 534,268 | — | 5,803,397 |

  428. Role of Compensation Consultants

    | (1) These amounts are included in the “Salary” column of the Summary Compensation Table for each NEO. |

  429. Role of Compensation Consultants

    | (2) These amounts are included in the “All Other Compensation” column of the Summary Compensation Table for each NEO. |

  430. Role of Compensation Consultants

    | (3) These amounts are not included in the Summary Compensation Table because they are not “preferential or above-market earnings.” |

  431. Role of Compensation Consultants

    | (4) Of the amounts shown in this column, the following amounts were included in the “Salary” column of the Summary Compensation Table for prior years as follows: Mr. Nicholls: $924,220 was included for the period of 2010-2023; Mr. Hamic: $161,263 was included for the period of 2022-2023; Mr. Sutton: $1,021,793 was included for 2011 and 2013-2023. |

  432. Role of Compensation Consultants

    Narrative to Nonqualified Deferred Compensation Table 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 and/or Roth amount or the limit for total contributions 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 RSAc 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. Messrs. Nicholls, Hamic and Sutton received RSAc in an amount equal to 6% of their eligible compensation; Messrs. Silvernail and Ellis received RSAc in an amount equal to 5% of their eligible compensation; Mr. Royalty received RSAc in an amount equal to 5% of his eligible compensation through August and 6% for the remainder of the year. For 2024, NEO contribution amounts were as follows: Mr. Nicholls contributed 10% of his base salary and 8% of his AIP award, Mr. Hamic contributed 3% of his base salary and 30% of his AIP award, Mr. Ellis did not contribute, Mr. Royalty

  433. Role of Compensation Consultants

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  434. Role of Compensation Consultants

    contributed 8% of all eligible compensation, and Mr. Sutton contributed 8% of his base salary. Mr. Silvernail will become eligible to contribute in 2025. 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 “Nonqualified 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 Section 409A of the Code. 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. Post-Employment Termination Benefits The disclosure below sets forth potential payments and/or benefits that would be provided to our NEOs (other than Mr. Sutton, who retired effective September 30, 2024), in various employment termination scenarios assuming that the termination of such NEO occurred on December 31, 2024. The actual payments made to Mr. Sutton at his retirement effective September 30, 2024, are shown on page 83. Potential Payments Upon Death or Disability The Company provides our NEOs the following benefits in the event of death or disability, which are also available to all of our U.S. salaried employees. Upon reaching age 65, a disabled individual is covered under our retirement programs, if eligible, as described above. We provide the following disability benefits:

  435. Role of Compensation Consultants

    | • | Long-term disability income benefit equal to 60 percent of base salary plus the employee’s average AIP during the last three calendar years; and |

  436. Role of Compensation Consultants

    | • | Continuation of medical and life insurance coverage. |

  437. Role of Compensation Consultants

    The Company provides the same benefits to the beneficiary of an NEO upon death as are available to our U.S. salaried employees, with two additional benefits:

  438. Role of Compensation Consultants

    | • | Executive supplemental life insurance, which is described earlier in Section 4 under “Perquisites” of this CD&A. This benefit was closed to new participants effective January 1, 2008, and only one NEO (Mr. Nicholls) has this benefit. |

  439. Role of Compensation Consultants

    | • | Unfunded Supplemental Retirement Plan for Senior Managers, which is described earlier in the “Narrative to Pension Benefits Table” of this CD&A. This discontinued benefit is available to one NEO (Mr. Nicholls). Upon death, an amount equal to 50% of the NEOs’ SERP benefit is payable to the surviving spouse. |

  440. 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. |

  441. Pay Versus Adjusted EBITDA 2020 - December 31, 2024

    | Our CEO to Median Employee Pay Ratio is 278:1 |

  442. Pay Versus Adjusted EBITDA 2020 - December 31, 2024

    | CEO Pay Ratio / Equity Compensation Plan Information |