DEF 14A of Sylvamo Corp, Apr 4, 2025

DEF 14A of Sylvamo Corp

Filed Apr 4, 2025 · FY20240001193125-25-072948

Open on EDGAR

  1. Proxy Statement 2025

    | 57 | Narrative to Potential Payments Upon Qualifying Termination After Change in Control | | 58 | CEO Pay Ratio | | 59 | Pay Versus Performance | | 62 | Director Compensation | | 62 | Compensation Philosophy | | 62 | Stock Ownership Requirements | | 62 | Elements of Our Director Compensation Program | | 62 | Annual Compensation | | 63 | Insurance and Indemnification Contracts |

  2. Proxy Statement 2025

    | 64 | Our Analysis | | 64 | Non-Employee Director Compensation Table | | 66 | Other Information | | 66 | Stock Ownership | | 68 | Delinquent Section 16(a) Reports | | 68 | Policies and Procedures for Related Person Transactions | | 68 | Certain Relationships and Related Person Transactions | | 69 | Reconciliations to U.S. GAAP Financial Measures | | 72 | How to Contact Us |

  3. Director Nominees

    Director Nominees

  4. Nominees

    Nominees The Board, upon recommendation of the Nominating and Corporate Governance Committee, has nominated the following 10 individuals for election at the Annual Meeting, each of whom currently serves on the Board. Mr. Rollinson will retire from the Board at the end of his term, which expires at the Annual Meeting, and the Board’s size will be reduced to 10 members effective as of the date of the Annual Meeting. The Board has determined, in its business judgment, that each of the director nominees is independent under the listing standards of the New York Stock Exchange (“NYSE”) except for our Chief Executive Officer, Jean-Michel Ribiéras. Additional information about the director nominees starts on page 19.

  5. Nominees

    | | Name | Director Since | Board Committees and Leadership | Professional Background | Other Public Company Boards (#) | | | Jean-Michel Ribiéras | 2021 | Chairman | Chairman and CEO Sylvamo | 1 | | | Stan Askren | 2021 | Audit Committee Management Development and Compensation Committee | CEO and Founder Quiet Trail Advisors Advisor and Lean Business Consultant Lean Focus, LLC | — | | | Christine S. Breves | 2021 | Audit Committee Will join Management Development and Compensation Committee after Annual Meeting | Former EVP Business Transformation, SVP and CFO United States Steel Corporation | 2 |

  6. Proxy Statement 2025 i

    Proxy Statement 2025 i

  7. Proxy Statement 2025 i

    | | Name | Director Since | Board Committees and Leadership | Professional Background | Other Public Company Boards (#) | | | Lizanne M. Bruce | 2021 | Chair, Management Development and Compensation Committee | Principal and Consultant Liz Gottung LLC | 1 | | | Jeanmarie Desmond | 2021 | Chair, Audit Committee Nominating and Corporate Governance Committee | Former EVP and CFO DuPont de Nemours, Inc. | 2 | | | Joia M. Johnson | 2021 | Management Development and Compensation Committee Nominating and Corporate Governance Committee | Former Chief Administrative Officer General Counsel and Corporate Secretary Hanesbrands Inc. | 2 | | | Karl L. Meyers | 2023 | Nominating and Corporate Governance Committee | Former Chairman and CEO Soundview Paper Holdings LLC (now Marcal Paper) | — | | | David Petratis | 2021 | Lead Independent Director Chair, Nominating and Corporate Governance Committee | Former Chairman, President and CEO Allegion plc | 2 | | | Mark W. Wilde | 2023 | Audit Committee Management Development and Compensation Committee | Senior Advisor, McKinsey & Company Former Sellside Analyst | — | | | James P. Zallie | 2021 | Audit Committee | President and CEO Ingredion Incorporated | 1 |

  8. Elect ten director nominees to our Board

    Elect ten director nominees to our Board Based upon the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated ten individuals — Jean-Michel Ribiéras, Stan Askren, Christine S. Breves, Lizanne M. Bruce, Jeanmarie Desmond, Joia M. Johnson, Karl L. Meyers, David Petratis, Mark W. Wilde and James P. Zallie — to be elected to serve on our Board for one year terms until the 2026 annual meeting of our shareowners and the date that a qualified successor has been elected, or until the director’s resignation, removal or death, if earlier. Each nominee has consented to being named as a nominee in this Proxy Statement and serving on the Board if elected. We do not know of any reason why any nominee would be unable to or would not serve as a director if elected. If, prior to the Annual Meeting, a nominee is unable or unwilling to serve, the shares represented by all valid proxies will be voted for the election of such other person as the Board may nominate. Alternatively, the Board may either let the vacancy stay unfilled until an appropriate candidate is identified or reduce its size. There are no family relationships among our director nominees and executive officers. All of our director nominees have served on the Board since the 2024 annual meeting of our shareowners. Mr. Rollinson is retiring from the Board at the end of his term, which expires at the Annual Meeting, and has not been nominated for election. We thank Mr. Rollinson for his past contributions to the Board and wish him well in his future pursuits. The size of the Board will be reduced to ten directors as of the date of the Annual Meeting. More information about the director nominees is in the section of this Proxy Statement entitled “Executive Officers and Directors.”

  9. Elect ten director nominees to our Board

    | | The Board recommends that you vote FOR each nominee |

  10. 2024 Financial Highlights

    | Short-term 2024 Annual Incentive Plan | Long-term 2022 Long-term Incentive Plan | | Free Cash Flow(1) generation of $248 million | 3-Year Average Return on Invested Capital(1) 26.56% | | Adjusted EBITDA Margin(1) of 16.8% | 3-Year Total Shareholder Return 166.73% 93rd percentile versus peers in relative TSR |

  11. Compensation Policies and Practices

    | What we DO | What we DON’T DO | | ✓ Limit on Cash Severance. In a termination event not related to a CIC of the Company, severance is capped at two times the sum of base salary plus target AIP award for the CEO and one times base salary for NEOs. ✓ Cap on Change-in-Control Cash Benefits. In the event of a CIC, we cap cash severance at two and one-half times the sum of base salary plus target AIP award for the CEO and one and one-half times the sum of base salary plus target AIP award for the other NEOs. ✓ Robust Equity Ownership and Retention Requirements. We require our executive officers (including our NEOs) to own Sylvamo shares equal to a multiple of base salary and to retain 50 percent of net (after-tax) vesting of equity until the ownership requirement is met. ✓ Clawback of Incentive Compensation. We will clawback AIP and LTIP performance-based awards in the event of certain financial statement restatements (as required by SEC and NYSE rules) and as directed by the MDCC for certain misconduct. ✓ Non-Competition and Non-Solicitation Agreements. We require our executive officers (including our NEOs) to enter into non-competition agreements and non-solicitation agreements, the violation of which may result in forfeiture and clawback of incentive compensation awards as well as ineligibility for the Executive Severance Plan benefits. ✓ Multiple Performance Metrics. We incorporate multiple performance metrics in our AIP and LTIP to promote balanced decision-making. ✓ Peer Groups. We use our Benchmarking Peer Group and general industry survey data to benchmark compensation and a separate peer group to compare our relative TSR. ✓ Annual Risk Assessment. The MDCC evaluates annually whether our compensation policies and practices are designed and administered with the appropriate balance of risk and reward in relation to our overall business strategy and do not encourage executives to take unnecessary or excessive risks that would be reasonably likely to have a material adverse effect on the Company. ✓ Annual Say on Pay Vote. We hold an annual advisory vote to solicit our shareowners’ feedback on our executive compensation program. | ✓ No Employment Agreements with our NEOs. We do not have employment agreements that guarantee compensation or ongoing employment with any NEO. ✓ No Arrangement with our NEOs for Single Trigger CIC Cash Benefits or Equity Vesting. In the event of a CIC, we require a double trigger before payment of cash severance or vesting equity awards. Cash severance is paid and equity vests only if there is a qualifying termination of employment within two years following the CIC. Equity awards vest only if replacement awards are not granted by acquiring company. ✓ No Active Defined Benefit Retirement Programs. Our NEOs participate in the same defined contribution plan as all of our U.S. based employees (and Mr. Davoli, for his time in Brazil, participated in the same defined contribution plan as all Brazil based employees), with no additional contribution. Those who previously were employed by International Paper may have a benefit under its prior plan(s). ✓ No Repricing of Stock Options. In the event we grant stock options in the future, we will not reprice those under our plan. ✓ No Short Selling, Pledging or Hedging. Employees (including our NEOs) and Directors are not permitted to pledge Sylvamo securities as loan collateral, hold Sylvamo securities in margin accounts, or hedge or engage in monetization transactions of our securities. Additionally, our Section 16 Officers and directors are not permitted to short sell Sylvamo securities. ✓ No Excessive Perquisites. We offer limited perquisites to our NEOs. We cap our incremental expense for personal use by the CEO of Company chartered aircraft to a maximum of $125,000. ✓ No Tax Gross-Ups. We do not gross-up any NEO compensation to cover taxes, other than on mobility related expenses. |

  12. 2024 Target Total Direct Compensation Elements

    | Element | Overview | | Base Salary | • Fixed portion of compensation based on the responsibilities of each NEO’s position, experience level and individual performance. • Additional information can be found on page 40. | | Annual Incentive Plan (AIP) | • Rewards achievement of pre-established financial goals – Free Cash Flow (weighted 50%) and Adjusted EBITDA Margin (weighted 50%) for 2024. • Metrics link our NEO’s short-term incentive to the foundation of Sylvamo’s financial discipline to deliver robust, resilient cash flow and focus on using our commercial and operational advantages to build a strong balance sheet and return cash to shareowners. • Additional information can be found beginning on page 40. | | Long-Term Incentive Plan (LTIP) | • LTIP balances retaining top talent and enhancing alignment with shareowner interest by utilizing a mix of 40% time-based restricted stock units (“RSUs”) and 60% performance-based restricted stock units (“PSUs”). • RSUs vest ratably over a three-year period and PSUs vest at the end of a three-year period based on Company performance in: • Absolute Return on Invested Capital weighted 50% and • Relative Total Shareholder Return weighted 50%. • Additional information can be found beginning on page 42. |

  13. Role of the Management Development and Compensation Committee

    | • | Our compensation benchmarking process, as well as the companies used for comparison (our Benchmarking Peer Group (“BPG”)) to ensure reasonableness and stability; |

  14. Role of the Management Development and Compensation Committee

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

  15. Role of Compensation Consultants

    Role of Compensation Consultants The MDCC engaged FW Cook to serve as its independent, external compensation consultant. The MDCC relies on FW Cook to advise on its decision-making process and has sole authority to retain and terminate the relationship, as well as approve the terms of engagement, including fees. FW Cook works exclusively for the MDCC and provides no services to the Company other than services provided in the firm’s capacity as the MDCC’s consultant. Accordingly, the MDCC has determined the firm to be independent from the Company. FW Cook has attested in writing as to its independence from the Company. Company management utilizes Willis Towers Watson as its compensation consultant to advise on program design, provide and analyze benchmarking data and apprise management of evolving practices and trends.

  16. Role of Executive Compensation Benchmarking

    Role of Executive Compensation Benchmarking Each component of Target Total Direct Compensation is targeted at the median (50th percentile) of the applicable market data. Each NEO’s compensation may vary from market median based on factors such as:

  17. Role of Executive Compensation Benchmarking

    | • | Position scope and responsibilities, |

  18. Role of Executive Compensation Benchmarking

    | • | Experience and duration in his or her position, |

  19. Role of Executive Compensation Benchmarking

    | • | Individual performance, and |

  20. Role of Executive Compensation Benchmarking

    | • | Internal equity. |

  21. Role of Executive Compensation Benchmarking

    The MDCC used two reference points to develop the compensation levels for 2024:

  22. Role of Executive Compensation Benchmarking

    | 1 | Publicly available compensation data from 17 companies in our peer group, which we refer to as our BPG, |

  23. Role of Executive Compensation Benchmarking

    | 2 | Published industry survey data from the general industry survey administered by Willis Towers Watson and Equilar’s Top 25 Compensation Survey for companies with a revenue scope of $1- $5 Billion, based on our Company’s revenue size, adjusted to reflect revenue responsibility for each business role, as applicable. |

  24. Role of Executive Compensation Benchmarking

    The MDCC approved 17 companies for our BPG based on the following:

  25. Role of Executive Compensation Benchmarking

    | • | Similar operations, in terms of scale and industry, |

  26. Role of Executive Compensation Benchmarking

    | • | Business characteristics, including profitability, global scale and number of employees and |

  27. Role of Executive Compensation Benchmarking

    | • | Other characteristics such as geography, Institutional Shareholder Services peer companies, etc. |

  28. Role of Executive Compensation Benchmarking

    In September 2023, the following companies were selected as the BPG for competitive market comparisons on 2024 pay levels and plan design for our NEOs:

  29. Role of Executive Compensation Benchmarking

    | AptarGroup, Inc. | | Ashland Inc. | | Clearwater Paper Corporation | | Glatfelter Corporation | | Graphic Packaging Holding Company | | Greif, Inc. | | H. B. Fuller Company | | Innospec Inc. | | Kaiser Aluminum Corporation |

  30. Role of Executive Compensation Benchmarking

    | Louisiana-Pacific Corporation | | Mativ Holdings, Inc. | | Mercer International Inc. | | O-I Glass, Inc. | | Packaging Corporation of America | | Sealed Air Corporation | | Silgan Holdings Inc. | | Sonoco Products Company |

  31. Short-Term Incentive

    Short-Term Incentive

  32. 2024 Annual Incentive Plan

    2024 Annual Incentive Plan The NEOs participated in the 2024 AIP, which is our annual, cash-based incentive plan designed to reward participants for strong cash generation through Free Cash Flow and delivering value through Adjusted EBITDA Margin. Performance objectives, including introduction of a target range, for the 2024 AIP were approved by the MDCC in February 2024. The 2024 AIP performance results were driven by focusing on mission critical work to drive sales, reduce operating costs and accelerate value-creating initiatives. Sylvamo exceeded the target range for both Adjusted EBITDA Margin and Free Cash Flow. Our strong cash generation allowed us to return $130 million in cash to shareowners, improve our financial position by paying down debt and strengthen our low-cost position by reinvesting in our manufacturing network and Brazil Forestlands. The chart below describes how the 2024 AIP awards were earned:

  33. 2024 Annual Incentive Plan

    | 2024 AIP Performance Metrics | Metric Weight | Threshold Performance(1) (Payout at 50%) | Target Performance Range (Payout at 100%) | Maximum Performance(2) (Payout at 200%) | Actual Performance Achieved | % of Target Award Earned | Company Performance Achievement | | Adjusted EBITDA Margin | 50% | 13.0% | 14.5% - 16.1% | 17.6% | 16.8% | 146.67% | 73.33% | | Free Cash Flow ($ million) | 50% | $177.6 | $210.9 - $233.1 | $266.4 | $248.0 | 144.74% | 72.37% | | Total | 100% | | | | | | 145.71% |

  34. 2024 Annual Incentive Plan

    (1) Threshold is defined for: (1) Adjusted EBITDA Margin as 85% of Target and (2) Free Cash Flow as 80% of Target. (2) Maximum is defined for: (1) Adjusted EBITDA Margin as 115% of Target and (2) Free Cash Flow as 120% of Target. 2024 AIP target awards, expressed as a percentage of base salary, were approved by the MDCC for our NEOs or by the Board for our CEO in February 2024. Accordingly, Mr. Barron’s 2024 AIP target reflects an increase over prior year based on the competitive market analysis (refer to page 40). In February 2025, the MDCC, and the Board for our CEO, approved individual performance achievement of 110% for Mr. Ribieras, based on Sylvamo’s strong financial performance, 110% for Mr. Sims, based on the successful development and execution to-date of the Sylvamo strategy and 120% for Mr. Davoli, based on North America business’ strong performance. All other NEOs were recommended at 100% individual performance. The table below shows the 2024 AIP target awards, together with the payout amounts approved in February 2025 by the MDCC (or by the Board for our CEO) for our NEOs:

  35. 2024 Annual Incentive Plan

    | | 2024 AIP Target | Company Performance Achievement | Individual Performance Modifier | 2024 AIP Earned Award | | Jean-Michel Ribiéras | $1,350,000 | 145.71% | 110% | $2,163,800 | | John V. Sims | $500,000 | 145.71% | 110% | $801,500 | | Matthew L. Barron | $327,600 | 145.71% | 100% | $477,300 | | Rodrigo Davoli | $279,500 | 145.71% | 120% | $488,800 | | Patrick Wilczynski | $276,000 | 145.71% | 100% | $402,200 |

  36. Long-Term Incentive

    Long-Term Incentive

  37. 2024 Long-Term Incentive Plan

    2024 Long-Term Incentive Plan The NEOs participated in the 2024 LTIP, which is our long-term, equity-based incentive plan earned over a multi-year period. Grants under the 2024 LTIP for each of our NEOs were approved at the MDCC’s meeting in February 2024, which consisted of a mix of 60% PSUs and 40% RSUs to provide a balance between performance and retention. *Relative to the S&P 600 Small Cap Materials Index of companies as of February 1, 2024 The 2024 PSUs vest based on the achievement of three-year average Absolute ROIC and rTSR(1) metrics and are aligned with our Company’s vision of being the Investment of Choice. The PSUs will be settled March 1, 2027, based on Company performance against these metrics. If our TSR is negative over the performance period, performance achievement for the rTSR portion of the PSUs is capped at 100%. RSUs reward commitment to service and benefit from long-term stock appreciation. The RSUs vest and are settled in equal, one-third installments on March 1 of each year over the three-year vesting period following the grant date. Unvested RSUs and PSUs accrue dividend equivalent units (“DEUs”) when dividends are paid to our shareowners. DEUs are subject to the same terms and conditions as the underlying award. The aggregate grant date fair value of the 2024 LTIP awards to our NEOs is shown in the Summary Compensation Table on page 47, and the number of units underlying the awards are shown in the Grants of Plan-Based Awards table on page 49. (1) Relative Total Shareholder Return (rTSR) for the 2024 LTIP is calculated by ranking the Company’s TSR against the TSR of each company in the TSR Peer Group (companies in the S&P 600 Small Cap Materials Index as of February 1, 2024). TSR means the change in the Company’s common stock price during the performance period (January 1, 2024 – December 31, 2026) plus the impact of any dividends paid and reinvested during the performance period. For all TSR Peer Group members, the beginning stock price will be established based on the average closing price of the 30 trading days immediately following and including January 1, 2024, and the ending stock price will be established based on the average closing price of the 30 trading days immediately preceding and including the end of the three-year performance period. The same methodology was used to calculate the Company’s TSR and the TSR of the companies in the TSR Peer Group.

  38. 2022 Long-Term Incentive Plan PSU Performance Achievement

    2022 Long-Term Incentive Plan PSU Performance Achievement The three-year performance period for the 2022 LTIP PSU award ended December 31, 2024. Performance goals for these PSUs were equally weighted and based on Sylvamo’s:

  39. 2022 Long-Term Incentive Plan PSU Performance Achievement

    | • | Absolute Return on Invested Capital and |

  40. 2022 Long-Term Incentive Plan PSU Performance Achievement

    | • | TSR relative to the S&P 600 Small Cap Materials Index of companies determined as of February 1, 2022(1). |

  41. 2022 Long-Term Incentive Plan PSU Performance Achievement

    During the three-year performance period, the Company’s:

  42. 2022 Long-Term Incentive Plan PSU Performance Achievement

    | • | Absolute Return on Invested Capital performance was 26.56% resulting in payout of 89.28% for the PSU-ROIC units, and |

  43. 2022 Long-Term Incentive Plan PSU Performance Achievement

    | • | TSR ranked at the 93rd percentile of the selected peer companies resulting in a 200% maximum performance achievement. |

  44. 2022 Long-Term Incentive Plan PSU Performance Achievement

    The 2022 LTIP plan contained a provision limiting an individual’s payout value to 400% of the target value granted, as determined based on the closing stock price on February 14, 2025. With Sylvamo’s meaningful stock price appreciation and the maximum performance achievement, the maximum payout value was exceeded resulting in the rTSR payout being capped at 194.92% for each NEO. The total 2022 LTIP PSU award payout (including both the ROIC and TSR metrics and incorporating the payout value cap) was 142.1%. (1) Relative Total Shareholder Return (rTSR) for the 2022 LTIP is calculated by ranking the Company’s TSR against the TSR of each company in the TSR Peer Group (companies in the S&P 600 Small Cap Materials Index as of February 1, 2022). TSR means the change in the Company’s common stock price during the performance period (February 22, 2022 – December 31, 2024) plus the impact of any dividends paid and reinvested during the performance period. For all TSR Peer Group members, the beginning stock price will be established based on the average closing price of the 20 trading days immediately following and including February 22, 2022, and the ending stock price will be established based on the average closing price of the 20 trading days immediately preceding and including the end of the three-year performance period. The same methodology was used to calculate the Company’s TSR and the TSR of the companies in the TSR Peer Group.

  45. Executive Severance Plan (CIC and Non-CIC)

    Executive Severance Plan (CIC and Non-CIC) The NEOs participate in the Executive Severance Plan (“ESP”), which provides consistent severance payments and benefits to all of our executive officers (including the NEOs) in the event of a termination of employment: (i) by Sylvamo for reasons other than death, disability or for cause as defined in the ESP; or (ii) by the executive for good reason as defined in the ESP (each, a “Qualifying Termination”). Upon a Qualifying Termination that occurs within two years following a change in control of the Company, the severance benefit for an NEO would be equal to one and one-half times (or in the case of the CEO, two and one-half times) the sum of annual base salary and target AIP award, payable in a lump sum. In addition, the pro-rata portion of the current year AIP award would be paid at target levels. Upon a Qualifying Termination that is not related to a change in control, the NEO would be entitled to severance equal to his annual base salary payable in a lump sum (or in the case of the CEO two times the sum of annual base salary plus target AIP award). The ESP also provides for continuation of group health care coverage at active employee rates for a period of up to 18 months (or up to one year for an executive other than the CEO terminated not in connection with a change in control), plus certain outplacement benefits. As a condition to participation in the ESP, participants, including the NEOs, have agreed to a one-year post-termination non-compete and employee and client/customer non-solicit covenant, a perpetual confidentiality covenant and a perpetual non-disparagement covenant, and must execute at termination a customary release of claims in order to receive any severance payments or benefits. We believe these potential benefits align executive and shareowner interests by enabling our NEOs and other executive officers to focus on the interests of shareowners and other constituents when considering a potential change in control, without undue concern for their own financial and employment security. No benefits are provided upon a change in control alone (i.e., without also experiencing an accompanying termination) so long as the acquiring company provides replacement awards as substitution for outstanding equity awards. Moreover, in no event will the Company gross up or pay for excise taxes relating to any change in control benefits. For more detail on these change in control agreements and benefits, see “Post-Employment Termination Benefits.” Mr. Davoli’s Long-Term Assignment to the U.S. We relocated Mr. Davoli to the U.S. in June 2023 in connection with his transition to SVP and General Manager, North America. To facilitate the transition, the MDCC approved relocation expenses, tax services and certain benefits including housing allowance, education for children, return trips to Brazil and a company car for a 2-year duration. The total payment made in 2024 for such benefits was $294,312. These payments are described in the Summary Compensation Table on page 47.

  46. Clawback and Forfeiture of Incentive Awards

    Clawback and Forfeiture of Incentive Awards In July 2023 , the MDCC approved the Sylvamo Corporation Clawback Policy (“Clawback Policy”), which is designed to comply with the NYSE listing standards implementing the SEC’s compensation recoupment rules. Under our Clawback Policy, we will recover certain incentive compensation in the event of an accounting restatement as defined in the policy. We will also recover amounts as directed by the MDCC in the event of misconduct as defined in the Clawback Policy. Awards under the AIP may be subject to a clawback if, during employment or within 90 days after termination, the employee engages in an act detrimental to the business interest or reputation of the Company or any act determined to be a deliberate disregard of the Company’s rules, or violation of a restrictive covenant. Beginning in 2023, equity awards granted to our executive officers (including the NEOs) under the LTIP within a three-year look-back period may be subject to a clawback in the event such executive officer violates the Company’s Code of Conduct or a restrictive covenant. In addition, outstanding AIP and LTIP awards are subject to forfeiture in the event of an accounting restatement or misconduct.

  47. Prohibition on Repricing; No Stock Option Grants

    Prohibition on Repricing; No Stock Option Grants We do not backdate or reprice equity grants. Our incentive compensation plan provides that stock options may not be repriced, directly or indirectly, without the prior consent of the Company’s shareowners. We currently do not offer stock options.

  48. Equity Grant Timing

    Equity Grant Timing The Company does not have any program, plan or practice to time, and has not timed, equity grants to coordinate with the release of material non-public information. Annual equity grants under the LTIP are approved at the MDCC’s meeting in February. RSUs are granted from time to time by our Senior Vice President & Chief People Officer (as delegated by the Board) within parameters approved by the MDCC and may be granted on the first day of any month. Having predetermined grant dates minimizes any concern that grant dates could be selectively chosen based upon market price at any given time.

  49. Summary Compensation Table

    Summary Compensation Table The table below shows base salary, stock awards under our 2024 LTIP and, if applicable, our ad hoc RSA program, cash awards under our 2024 AIP, the change in pension value, and all other compensation to our NEOs for the period January 1, 2024 through December 31, 2024.

  50. Summary Compensation Table

    | Name and Principal Position | Year(1) | Salary ($) | Bonus ($) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total | | Jean-Michel Ribiéras | | | | | | | | | | CEO & Chairman of the Board (Principal Executive Officer) | 2024 | 1,125,000 | — | 4,771,843 | 2,163,800 | — | 366,215 | 8,426,858 | | | 2023 | 1,110,000 | — | 4,179,676 | 972,100 | 123,744 | 440,068 | 6,825,588 | | | 2022 | 1,029,167 | — | 3,880,598 | 1,765,500 | — | 234,930 | 6,910,195 | | John V. Sims | | | | | | | | | | Senior Vice President— Chief Financial Officer (Principal Financial Officer) | 2024 | 625,000 | — | 1,342,136 | 801,500 | — | 121,846 | 2,890,482 | | | 2023 | 620,021 | — | 1,306,167 | 360,100 | 197,677 | 153,778 | 2,637,743 | | | 2022 | 591,771 | — | 1,234,742 | 776,700 | — | 87,034 | 2,690,247 | | Matthew L. Barron | | | | | | | | | | Senior Vice President— Chief Administrative & Legal Officer | 2024 | 500,000 | — | 1,073,690 | 477,300 | — | 73,885 | 2,124,875 | | | 2023 | 472,450 | — | 679,251 | 224,700 | — | 93,335 | 1,469,736 | | | 2022 | 432,250 | — | 493,938 | 444,900 | — | 54,845 | 1,425,933 | | Rodrigo Davoli (6) | | | | | | | | | | Senior Vice President— Commercial Excellence & General Manager, North America | 2024 | 430,000 | — | 532,742 | 488,800 | — | 331,207 | 1,782,749 | | | 2023 | 395,840 | — | 397,094 | 190,100 | — | 491,391 | 1,474,425 | | Patrick Wilczynski | | | | | | | | | | Senior Vice President—Operational Excellence | 2024 | 460,000 | — | 548,836 | 402,200 | — | 82,561 | 1,493,597 | | | 2023 | 455,783 | — | 480,729 | 198,700 | — | 87,511 | 1,222,723 | | | 2022 | 432,250 | — | 499,813 | 415,200 | — | 54,286 | 1,401,549 |

  51. Summary Compensation Table

    (1) The periods reported include fiscal 2024, 2023 and 2022. Mr. Davoli was not an NEO in 2022 and Mr. Wilczynski was not an NEO in 2023. (2) The amounts shown in this column reflect the grant date fair value of the 2024 LTIP grant of restricted stock units and performance stock units to the NEOs on March 1, 2024, computed in accordance with FASB ASC Topic 718. A discussion of the assumptions used in calculating these values for the 2024 fiscal year may be found in Note 16 to our audited consolidated financial statements included in the Company’s Form 10-K for the fiscal year-ended December 31, 2024. (3) The amounts shown in this column represent the amount earned under the AIP based on Company and individual performance during the period shown, which is paid in February of the following year. The amount shown for Mr. Davoli in 2023 includes amounts earned through June 30, 2023 while SVP & General Manager Latin America, which were denominated in Brazilian Real; the Brazilian Real values were converted using the December 29, 2023 foreign exchange rate of 1 BRL = 0.2061 USD for purposes of this disclosure. (4) The amounts shown in this column represent the change in accruals under our Retirement Plan and Pension Restoration Plan as shown in the “Pension Benefits” table. Importantly, the change in pension value is not currently paid to an executive as compensation but is a measurement of the change in value of the pension from January 1 to the end of the respective fiscal year. Changes in pension value arise from, among other things, the impact of changes in assumptions from the prior measurement date including changes in the discount rate and mortality rates. The discount rate used is the same as the rate used by the Company for financial statement disclosure as of the end of the fiscal year. This rate, which increased by 60 basis points from the beginning of the measurement period, is based on economic conditions at year end. The change in present value for Mr. Ribieras was ($192,838), Mr. Sims was ($245,785), and Mr. Wilczynski was ($84,029). Mr. Barron and Mr. Davoli do not participate in our Retirement Plan or Pension Restoration Plan. Note the present value of Retirement Plan and Pension Restoration Plan benefits may increase in the future if interest rates decline. The NEOs do not receive “preferential or above market” earnings on non-qualified deferred compensation. Accordingly, there is no amount included in this column for this type of earnings credit. (5) A breakdown of the “All Other Compensation” amounts for 2024 is shown in the following table:

  52. Summary Compensation Table

    | Name | Retirement Savings Account Contributions ($)(a) | Company Matching Contribution ($)(b) | Retirement Medical Match Replacement ($)(c) | Group Life Insurance ($)(d) | Company Matching Gift ($)(e) | Personal Use of Charter Aircraft ($)(f) | Company Car ($)(g) | Amounts Related to Relocation to U.S. ($)(h) | Total ($)(i) | | Jean-Michel Ribiéras | 125,826 | 100,661 | — | 4,728 | 10,000 | 125,000 | — | — | 366,215 | | John V. Sims | 59,106 | 47,285 | — | 2,955 | 12,500 | — | — | — | 121,846 | | Matthew L. Barron | 36,235 | 34,786 | — | 2,364 | 500 | — | — | — | 73,885 | | Rodrigo Davoli | 24,720 | 10,650 | — | 1,525 | — | — | 18,776 | 275,536 | 331,207 | | Patrick Wilczynski | 36,768 | 31,618 | 12,000 | 2,175 | — | — | — | — | 82,561 |

  53. Summary Compensation Table

    (a) The amounts shown in this column represent the Retirement Savings Account contributions made by the Company to the NEO’s account in the Sylvamo Savings Plan and Deferred Compensation Savings Plan, as shown in the “Non-Qualified Deferred Compensation Plan” table. The contribution amount is equal to a percentage of eligible compensation, based on the NEO’s age at the date the contribution is made. (b) The amounts shown in this column represent the Company match to the NEO’s contribution to the Sylvamo Savings Plan and Deferred Compensation Savings Plan, as shown in the “Non-Qualified Deferred Compensation Plan” table. (c) The amount in this column represents an 80% replacement of company matching contributions to the International Paper Retiree Medical Savings Plan that were forfeited at the time of the spin-off for employees that were not yet retirement eligible. This payment becomes payable upon the NEO reaching retirement eligibility. (d) The amounts shown in this column represent the Company’s annual premium payment for the NEO’s group life and additional death and disability insurance benefit. (e) The amounts shown in this column represent the Company’s match of each NEO’s donations to various charitable organizations that qualify per our Grants and Giving Guidelines (50-percent match). (f) The amount shown in this column represents the Company’s cost of Mr. Ribiéras’ personal use of chartered aircraft. (g) The amount shown in this column represents the cost of a company car provided to Mr. Davoli as part of his long-term assignment to the US as described on page 44. (h) The amount in this column includes expenses related to Mr. Davoli’s relocation to the U.S. in mid-2023, with associated costs continuing into 2024. The costs in 2024 include $62,100 in housing, $14,796 in travel related expenses, $73,115 in educational payments, $122,644 in taxes and gross-ups, $1,192 in moving expenses and $1,689 in miscellaneous expenses. (i) The amounts shown in this column represent the sum of columns (a) through (h). (6) Mr. Davoli’s salary and AIP for the period January 1, 2023 to June 30, 2023 were denominated in his local currency of Brazilian Real. Upon his relocation to the U.S. in July 2023 his salary and associated AIP Target were denominated in U.S. Dollars. The Brazilian amounts were converted to U.S. dollars using the December 29, 2023 foreign exchange rate of 1 BRL = 0.2061 USD for the purposes of this disclosure.

  54. Grants of Plan-Based Awards

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

  55. Grants of Plan-Based Awards

    | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | All other Stock Awards: Number of Shares of Stock or Units (#)(4) | Grant Date Fair Value of Stock and Option Awards ($)(5) | Total Grant Date Fair Value of Stock and Option Awards ($) | | Name | | Grant Date | MDCC Action Date(1) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | Jean-Michel Ribiéras | | | | | | | | | | | | | | | AIP | | | 337,500 | 1,350,000 | 2,700,000 | | | | | | | | | PSUs | 3/1/2024 | 2/20/2024 | | | | 2,321 | 42,265 | 84,530 | | 2,863,129 | | | | RSUs | 3/1/2024 | 2/20/2024 | | | | | | | 31,596 | 1,908,714 | | | | | | | | | | | | | | | 4,771,843 | | John V. Sims | | | | | | | | | | | | | | | AIP | | | 125,000 | 500,000 | 1,000,000 | | | | | | | | | PSUs | 3/1/2024 | 2/19/2024 | | | | 653 | 11,888 | 23,776 | | 805,333 | | | | RSUs | 3/1/2024 | 2/19/2024 | | | | | | | 8,886 | 536,803 | | | | | | | | | | | | | | | 1,342,136 | | Matthew L. Barron | | | | | | | | | | | | | | | AIP | | | 81,900 | 327,600 | 655,200 | | | | | | | | | PSUs | 3/1/2024 | 2/19/2024 | | | | 522 | 9,510 | 19,020 | | 644,235 | | | | RSUs | 3/1/2024 | 2/19/2024 | | | | | | | 7,109 | 429,455 | | | | | | | | | | | | | | | 1,073,690 | | Rodrigo Davoli | | | | | | | | | | | | | | | AIP | | | 69,900 | 279,500 | 559,000 | | | | | | | | | PSUs | 3/1/2024 | 2/19/2024 | | | | 259 | 4,719 | 9,438 | | 319,676 | | | | RSUs | 3/1/2024 | 2/19/2024 | | | | | | | 3,527 | 213,066 | | | | | | | | | | | | | | | 532,742 | | Patrick Wilczynski | | | | | | | | | | | | | | | AIP | | | 69,000 | 276,000 | 552,000 | | | | | | | | | PSUs | 3/1/2024 | 2/19/2024 | | | | 267 | 4,862 | 9,724 | | 329,366 | | | | RSUs | 3/1/2024 | 2/19/2024 | | | | | | | 3,633 | 219,470 | | | | | | | | | | | | | | | 548,836 |

  56. Grants of Plan-Based Awards

    (1) The MDCC approved the 2024 LTIP grant at its February 19, 2024 meeting, with the exception of the LTIP grant to the CEO, which was approved by the Board on February 20, 2024. (2) The amounts shown in these columns show the: (i) threshold, which is the amount that would have been paid under the 2024 AIP if the Company had achieved only the minimum performance level required in one of the following performance metrics: Adjusted EBITDA Margin or Free Cash Flow (for example, since absolute Adjusted EBITDA Margin is weighted at 50 percent, a threshold payout at 50 percent would result in weighted performance achievement of 25 percent (or 50 percent of 50 percent)), (ii) target and (iii) maximum payouts (200 percent) under the 2024 AIP. The actual amount paid is shown in the Summary Compensation Table. Minimum performance in at least one objective is required to receive an AIP award payout. (3) The amounts shown in these columns reflect the: (i) threshold, which is the amount that would have been paid for the PSUs granted under the 2024 LTIP if the Company had achieved only the minimum performance level required in one of the following performance metrics: Absolute ROIC or rTSR. The number of units granted for the rTSR portion is lower due to incorporating the Monte Carlo valuation into the calculation of units as such, we used the rTSR portion in this example. For example, since rTSR is weighted at 50 percent, a threshold payout at 25 percent would result in weighted performance achievement of 12.5 percent (or 50 percent of 25 percent). Minimum performance in at least one objective is required to earn a payout under the PSU portion. Maximum performance under the PSU portion is 200 percent and the total payout value of the rTSR portion may not exceed 400 percent of the value granted. (4) The amounts shown in these columns reflect the time-based RSU portion of the 2024 LTIP grant, excluding dividend equivalent units that were awarded during the year. These awards vest ratably over a three-year period beginning March 1, 2025. (5) The amounts shown in this column reflect the grant date fair value of the time-based restricted stock units or the performance- based restricted stock units associated with the 2024 LTIP grant, excluding dividend equivalent units that were awarded during the year as explained in further detail in the narrative following this table.

  57. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table Awards under our non-equity, cash-based plan (Annual Incentive Plan (“AIP”)) and our equity-based plan (Long-Term Incentive Plan (“LTIP”)) are described in our Compensation Discussion & Analysis. Actual amounts paid, if any, under these incentive programs will be based on Company performance in pre-established performance metrics at the end of the performance period. Actual amounts paid, if any, under the LTIP will increase as a result of dividend equivalent units that accrue on unvested LTIP if dividends are declared for shareowners during the performance period. Dividend equivalent units are subject to the same terms and conditions as the underlying LTIP award. Both AIP and LTIP awards may be forfeited in the event of certain misconduct or in the event of a financial restatement. RSUs awarded under the LTIP will be pro-rated based on service in the event of death, disability, severance or retirement. PSUs awarded under the LTIP will be pro-rated based on service and paid based on target performance in the event of death or disability. In other termination scenarios (other than for cause), PSUs will be pro-rated based on service and paid at actual Company performance at the end of the performance period.

  58. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table shows the outstanding equity awards, including accrued dividend equivalents units held by our NEOs as of December 31, 2024.

  59. Outstanding Equity Awards at Fiscal Year End

    | | Stock Awards | | | | | | | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4) | | Jean-Michel Ribiéras | 2/22/2022 | 13,990 | 1,105,490 | | | | | 2/22/2022 | 78,218 | 6,180,786 | | | | | 3/1/2023 | 23,654 | 1,869,139 | | | | | 3/1/2023 | | | 75,497 | 5,965,773 | | | 3/1/2024 | 32,101 | 2,536,621 | | | | | 3/1/2024 | | | 61,805 | 4,883,831 |

  60. Outstanding Equity Awards at Fiscal Year End

    | | Stock Awards | | | | | | | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4) | | John V. Sims | 2/22/2022 | 4,451 | 351,718 | | | | | 2/22/2022 | 24,887 | 1,966,571 | | | | | 3/1/2023 | 7,391 | 584,037 | | | | | 3/1/2023 | | | 23,594 | 1,864,398 | | | 3/1/2024 | 9,028 | 713,393 | | | | | 3/1/2024 | | | 17,384 | 1,373,684 | | Matthew L. Barron | 2/22/2022 | 1,780 | 140,656 | | | | | 2/22/2022 | 9,956 | 786,723 | | | | | 3/1/2023 | 3,844 | 303,753 | | | | | 3/1/2023 | | | 12,269 | 969,496 | | | 3/1/2024 | 7,223 | 570,761 | | | | | 3/1/2024 | | | 13,906 | 1,098,852 | | Rodrigo Davoli | 2/22/2022 | 1,272 | 100,513 | | | | | 2/22/2022 | 7,112 | 561,990 | | | | | 3/1/2023 | 2,247 | 177,558 | | | | | 3/1/2023 | | | 7,172 | 566,731 | | | 3/1/2024 | 3,583 | 283,129 | | | | | 3/1/2024 | | | 6,900 | 545,238 | | Patrick Wilczynski | 2/22/2022 | 1,802 | 142,394 | | | | | 2/22/2022 | 10,074 | 796,047 | | | | | 3/1/2023 | 2,720 | 214,934 | | | | | 3/1/2023 | | | 8,683 | 686,131 | | | 3/1/2024 | 3,691 | 291,663 | | | | | 3/1/2024 | | | 7,110 | 561,832 |

  61. Outstanding Equity Awards at Fiscal Year End

    (1) These amounts represent the outstanding time-based restricted stock units granted under the: (i) 2022 LTIP on February 22, 2022, vesting ratably over three years beginning on March 1, 2023, (ii) 2023 LTIP on March 1, 2023, vesting ratably over three years beginning on March 1, 2024 and (iii) 2024 LTIP on March 1, 2024, vesting ratably over three years beginning on March 1, 2025; plus the 2022 LTIP PSUs assuming actual performance achievement as of December 31, 2024 of 89.28 percent for ROIC and 179.04 percent for rTSR, as the performance period ended December 31, 2024. The actual performance achievement applied to participants’ outstanding 2022 LTIP rTSR units was 194.92% as discussed on page 43, based on exceeding the maximum payout provision in the 2022 LTIP based on the closing stock price on February 14, 2025. (2) The market value is calculated based on the closing price of our common stock on December 31, 2024, of $79.02. (3) These amounts represent the unearned PSUs outstanding under the 2023 and 2024 LTIP. These awards will vest, based on Company performance, on March 1, 2026 and 2027, respectively. Units disclosed assume (i) maximum performance of 200 percent for the rTSR portion, as cumulative performance to date exceeds target, and (ii) target performance of 100 percent for the ROIC portion as cumulative performance to date is above threshold performance. (4) The market value is calculated based on the number of unearned performance shares outstanding and the closing price of our common stock on December 31, 2024 of $79.02.

  62. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table shows information about vesting of RSUs for each of the NEOs during fiscal 2024, including the value realized at vest. Sylvamo does not grant stock options.

  63. Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired On Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Jean-Michel Ribiéras | 60,972 | 3,683,319 | | John V. Sims | 24,305 | 1,468,265 | | Matthew L. Barron | 6,679 | 403,478 | | Rodrigo Davoli | 5,396 | 325,972 | | Patrick Wilczynski | 9,570 | 578,124 |

  64. Option Exercises and Stock Vested

    (1) Amounts shown represent shares under the 2021 Transaction Grant, 2022 LTIP and 2023 LTIP that vested on March 1, 2024. (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. The closing stock price on the trading day preceding the vest on March 1, 2024 was $60.41.

  65. Pension Benefits

    Pension Benefits The following table shows the present value of benefits payable to our NEOs under our Retirement Plan and Pension Restoration Plan at December 31, 2024. The change in present value of the accrued benefit is shown in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table for 2024. Messrs. Ribieras, Sims and Wilczynski are eligible for a benefit calculated under the Retirement Plan and the Pension Restoration Plan formula.

  66. Pension Benefits

    | Name | Plan Name | Number Of Years Credited Service (#)(1) | Present Value of Accumulated Benefit ($)(2) | | Jean-Michel Ribiéras | Retirement Plan | 13.83 | 651,912 | | | Pension Restoration Plan | 13.83 | 1,888,344 | | | Total | | 2,540,256 | | John V. Sims | Retirement Plan | 24.58 | 1,177,323 | | | Pension Restoration Plan | 24.58 | 2,059,135 | | | Total | | 3,236,458 | | Matthew L. Barron | Retirement Plan | — | — | | | Pension Restoration Plan | — | — | | | Total | | — | | Rodrigo Davoli | Retirement Plan | — | — | | | Pension Restoration Plan | — | — | | | Total | | — | | Patrick Wilczynski | Retirement Plan | 26.58 | 1,157,968 | | | Pension Restoration Plan | 26.58 | 1,106,838 | | | Total | | 2,264,806 |

  67. Pension Benefits

    (1) In February 2014, International Paper’s MDCC approved changes to the Retirement Plan and Pension Restoration Plan such that credited service and compensation were capped effective December 31, 2018, for salaried employees, including the NEOs. For service after this date, employees affected by the freeze receive Retirement Savings Account contributions. Accordingly, this column represents years of service credited to each eligible NEO under the Retirement Plan and the Pension Restoration Plan, not years of service with the Company. (2) The calculation of the present value of accumulated benefits as of December 31, 2024, assumes a discount rate of 5.80 percent for annuity payments and deferral periods. The assumptions regarding the benefit commencement date are the same as described in footnote (1).

  68. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation The following table shows contributions in 2024 by the Company and each of our NEOs to the DCSP, which is our non-qualified deferred compensation plan, and each NEO’s DCSP account balance as of December 31, 2024.

  69. Non-Qualified Deferred Compensation

    | Name | Executive Contributions in Last Fiscal Year ($)(1) | Registrant Contributions in Last Fiscal Year ($)(2) | Aggregate Earnings in Last Fiscal Year ($)(3) | Aggregate Withdrawls/ Distributions in Last Fiscal Year ($)(4) | Aggregate Balance at Last Fiscal Year End ($)(5) | | Jean-Michel Ribiéras | 165,835 | 189,227 | 367,936 | — | 3,752,743 | | John V. Sims | 51,208 | 69,131 | 204,738 | — | 1,847,026 | | Matthew L. Barron | 30,376 | 37,211 | 41,894 | 92,752 | 380,668 | | Rodrigo Davoli | — | 10,920 | 159 | — | 11,079 | | Patrick Wilczynski | 53,023 | 35,790 | 175,792 | — | 1,302,902 |

  70. Non-Qualified Deferred Compensation

    (1) These amounts are included in the “Salary” column of the Summary Compensation Table for 2024 for each NEO. (2) These amounts are included in the “All Other Compensation” column of the Summary Compensation Table for 2024 for each NEO. (3) These amounts are not included in the Summary Compensation Table because they are not “preferential or above market earnings”. (4) The amount represents an elected specified time distribution made to Mr. Barron in 2024. (5) Of the amounts shown in this column, the following amounts were included in the “Salary” column of the Summary Compensation Table for the years as follows: Mr. Ribiéras: $538,210 and Mr. Sims: $193,048 was included for the periods of 2021-2024, for Mr. Barron: $96,112 for 2022-2024, and for Mr. Wilzcynski: $108,914 for 2021-2022 and 2024. Mr. Davoli did not participate in the DCSP in 2023 and had no employee contributions in 2024. The DCSP allows participants to save for retirement by deferring up to 85% of eligible cash compensation, which includes base salary and AIP awards. Participants may contribute to the DCSP after deferring either the maximum pre-tax amount or total pre-tax and after-tax amount to the Sylvamo Savings Plan or after reaching the IRS compensation limit for that year. The Company credits matching contributions equal to 70% of the participant’s contributions up to 4% of compensation, plus 50% of contributions up to an additional 4% of compensation. The Company also credits Retirement Savings Account contributions to each NEO’s account. These contributions are equal to a percentage of eligible compensation based on the NEO’s age at the date the contribution is made. For 2024, NEO contribution amounts were as follows: Mr. Ribiéras contributed 9% of base salary, Mr. Sims contributed 8% of base salary, Mr. Barron contributed 8% of base salary, Mr. Davoli contributed 0% of base salary, and Mr. Wilczynski contributed 15% of base salary. As a result of the varying contribution amounts, the actual amounts deferred and the Company’s resulting matching contribution will vary for each NEO. Participant contributions are credited with earnings (or losses) based on the participant’s choice of investment fund equivalents. Investment fund equivalents match the investment returns of the funds available in the Sylvamo Savings Plan. Investment elections may be changed daily subject to securities laws restrictions. Differences in earnings reported in the “Non-Qualified Deferred Compensation” table above are based on the individual participant’s investment elections. Participants are fully vested in their contributions at all times. Amounts contributed by the Company become vested upon completing three years of service, reaching age 65, death, disability, termination of employment as a result of the permanent closing of the participant’s facility, or eligibility for severance under the Salaried Employee Severance Plan. Participant accounts are divided into contribution accounts for amounts deferred prior to January 1, 2005, and contribution accounts for amounts deferred after January 1, 2005. Distributions of amounts contributed on or after January 1, 2005, may only be made in the event of termination of employment, death, disability or through an in-service distribution at a date elected during the initial enrollment period. Participants must elect their distribution form of payment in an initial deferral election, which may only be changed under a subsequent distribution election that meets the requirements under IRC Section 409A. In the event no election has been made, the participant will receive a lump-sum form of payment. In-service withdrawals are limited to unforeseeable emergencies.

  71. Potential Payments Upon Termination or Change-in-Control

    Potential Payments Upon Termination or Change-in-Control

  72. Potential Payments Upon Death or Disability

    Potential Payments Upon Death or Disability The Company provides to our NEOs the following benefits in the event of termination due to death or disability, which are also available to all of our U.S. salaried employees. Upon reaching age 65, the disabled individual is covered under our retirement programs, if eligible, as described above. We provide long-term disability income benefit equal to 60 percent of base salary, up to a total payable benefit of $15,000 per month. The Company provides the same benefits to the beneficiary of an executive officer (including an NEO) upon death as are available to our U.S. salaried employees. In the event of an NEO’s termination due to disability or death, RSUs granted under the LTIP are prorated based upon the number of months the participant worked during the vesting period and are paid on the first day of the month following termination. The value of such prorated awards upon disability or death would be the same values shown below in the Vesting of Equity column in the Potential Payments Upon Retirement table.

  73. Potential Payments Upon Retirement, Involuntary and Qualifying Termination after Change in Control

    Potential Payments Upon Retirement, Involuntary and Qualifying Termination after Change in Control The following table presents the potential payments to our NEOs, assuming that they left the Company on December 31, 2024, under the following events:

  74. Potential Payments Upon Retirement, Involuntary and Qualifying Termination after Change in Control

    | | Lump Sum Severance Payment ($)(1) | 2024 AIP ($)(2) | Unused/ Earned Vacation Pay ($)(3) | Value of Continued Benefits ($)(4) | Vesting of Equity ($)(5) | TOTAL Pre-Tax Benefit ($) | Retirement Plan Annuity ($)(6) | Pension Restoration Plan Annuity ($)(6) | TOTAL Annuity ($)(6) | | Jean-Michel Ribiéras | | | | | | | | | | | Retirement | — | 2,163,800 | 273,462 | — | 10,842,492 | 13,279,754 | 54,546 | 157,998 | 212,544 | | Involuntary Termination without Cause | 4,950,000 | 2,163,800 | 273,462 | 101,080 | 10,842,492 | 18,330,834 | 54,546 | 157,998 | 212,544 | | Involuntary Termination with Cause | — | — | — | — | — | — | 54,546 | 157,998 | 212,544 | | Qualifying Termination after CIC | 7,537,500 | — | 273,462 | 101,080 | 17,637,896 | 25,549,938 | 54,546 | 157,998 | 212,544 | | John V. Sims | | | | | | | | | | | Retirement | — | 801,500 | 151,923 | — | 3,367,674 | 4,321,097 | 98,197 | 171,746 | 269,943 | | Involuntary Termination without Cause | 625,000 | 801,500 | 151,923 | 92,387 | 3,367,674 | 5,038,484 | 98,197 | 171,746 | 269,943 | | Involuntary Termination with Cause | — | — | — | — | — | — | 98,197 | 171,746 | 269,943 | | Qualifying Termination after CIC | 2,187,500 | — | 151,923 | 101,080 | 5,359,532 | 7,800,035 | 98,197 | 171,746 | 269,943 | | Matthew L. Barron | | | | | | | | | | | Retirement | — | — | — | — | — | — | — | — | — | | Involuntary Termination without Cause | 504,000 | 477,300 | 52,338 | 96,538 | 1,665,979 | 2,796,155 | — | — | — | | Involuntary Termination with Cause | — | — | — | — | — | — | — | — | — | | Qualifying Termination after CIC | 1,122,609 | — | 52,338 | 107,307 | 3,032,393 | 4,314,647 | — | — | — | | Rodrigo Davoli | | | | | | | | | | | Retirement | — | — | — | — | — | — | — | — | — | | Involuntary Termination without Cause | 430,000 | 488,800 | 52,923 | 96,701 | 1,034,846 | 2,103,270 | — | — | — | | Involuntary Termination with Cause | — | — | — | — | — | — | — | — | — | | Qualifying Termination after CIC | 1,343,750 | — | 52,923 | 107,551 | 1,750,530 | 3,254,754 | — | — | — | | Patrick Wilczynski | | | | | | | | | | | Retirement | — | 402,200 | 111,815 | — | 1,326,272 | 1,840,287 | 94,419 | 90,250 | 184,669 | | Involuntary Termination without Cause | 460,000 | 402,200 | 111,815 | 92,387 | 1,326,272 | 2,392,674 | 94,419 | 90,250 | 184,669 | | Involuntary Termination with Cause | — | — | — | — | — | — | 94,419 | 90,250 | 184,669 | | Qualifying Termination after CIC | 1,380,000 | — | 111,815 | 101,080 | 2,108,649 | 3,701,544 | 94,419 | 90,250 | 184,669 |

  75. Potential Payments Upon Retirement, Involuntary and Qualifying Termination after Change in Control

    (1) The amounts shown in this column reflect estimated amounts under the Executive Severance Plan. The Company does not gross-up severance benefits. In the event of Involuntary Termination without Cause: For the CEO, the formula is two times the sum of (i) salary and (ii) target AIP for 2024. For all other NEOs, the formula is one times salary. In the event of a Qualifying Termination after CIC: For the CEO, this is two and a half times the sum of (i) base salary as of December 31, 2024 and (ii) target AIP for 2024. For all other NEOs, this is one and a half times the sum of (i) base salary and (ii) target AIP for 2024. Also included in this amount is the 2024 AIP target bonus. Mr. Barron’s total parachute payments (specifically his severance amount) exceeded the IRC Section 280G imposed limit; as such his gross severance amount of $1,575,000 was reduced to the amount shown to provide the most favorable after-tax benefit. (2) The Amounts shown in this column reflect the AIP award earned for 2024. (3) Amounts shown in this column are (i) 2025 earned vacation pay, and (ii) special vacation pay upon retirement, which is a percentage of base salary based on years of service (as Mr. Barron and Mr. Davoli are not retirement eligible, their amounts do not include special vacation pay). (4) Amounts shown in this column reflect: In the event of Involuntary Termination without Cause: the cost of (i) 18 months for the CEO and 12 months for all other NEOs of continued medical and dental under COBRA after the active employee rate has been paid by the NEO and (ii) executive outplacement services. In the event of a Qualifying Termination after CIC: the cost of (i) 18 months of continued medical and dental under COBRA after the active employee rate has been paid by the NEO and (ii) executive outplacement services. (5) Amounts shown in this column reflect: In the event of Involuntary Termination without Cause: the dollar value, based on the closing price of our common stock on December 31, 2024 of $79.02, of the prorated portions of the outstanding time-based restricted stock units and performance-based restricted stock units, assuming target Company performance. In the event of a Qualifying Termination after CIC: the dollar value, based on the closing price of our common stock on December 31, 2024 of $79.02, of the outstanding equity awards, assuming target performance for the performance-based units. (6) Amounts shown represent the annual single life annuity benefits payable from the tax-qualified Retirement Plan and the Pension Restoration Plan as of December 31, 2024 and the combined total. Messrs. Ribiéras, Sims, and Wilczynski are eligible for early retirement as of December 31, 2024. No amounts are shown for Messrs. Barron and Davoli, as they are not participants in the Retirement Plan and Pension Restoration Plan.

  76. Narrative to Potential Payments Upon Qualifying Termination After Change in Control

    Narrative to Potential Payments Upon Qualifying Termination After Change in Control The Company has an Executive Severance Plan (“ESP”) that provides severance payments and other benefits in the event of a qualifying termination following a change in control of the Company. Our Board believes that maintaining the ESP is a sound business practice that protects shareowner value prior to, during and after a change in control, and allows us to recruit and retain top executive talent. The ESP is only available to the U.S. based executive officers including the NEOs. For our non-U.S. based executive officers, similar provisions have been provided for in their respective employment contracts. We believe this ESP aligns executive and shareowner interests by enabling leaders of the Company to focus on the interests of shareowners and other constituents when considering a potential change in control, without undue concern for their own financial and employment security. As shown in greater detail in the above table, the ESP provides the following benefits to the NEOs only if there has been both a change in control of the Company and a qualifying termination of employment; i.e., they are terminated without cause by the new employer or the employee departs for “good reason” within two years of the change in control (“double-trigger” benefits):

  77. Narrative to Potential Payments Upon Qualifying Termination After Change in Control

    | • | Cash severance payment equal to the sum of (i) base salary as of the date of the qualifying termination plus (ii) target AIP for the year of the qualifying termination times one and a half (two and a half times for Mr. Ribiéras); |

  78. Narrative to Potential Payments Upon Qualifying Termination After Change in Control

    | • | Prorated AIP for the year of the qualifying termination (based on target achievement); |

  79. Narrative to Potential Payments Upon Qualifying Termination After Change in Control

    | • | Medical and dental insurance for 18 months; and |

  80. Narrative to Potential Payments Upon Qualifying Termination After Change in Control

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

  81. Narrative to Potential Payments Upon Qualifying Termination After Change in Control

    A “change in control” is defined in the ESP as any of the following events:

  82. Narrative to Potential Payments Upon Qualifying Termination After Change in Control

    | • | Acquisition of 30 percent or more of the Company’s stock; |

  83. Narrative to Potential Payments Upon Qualifying Termination After Change in Control

    | • | Change in the majority of the Board of Directors within two consecutive years, unless two-thirds of the directors in office at the beginning of the period approved the nomination or election of the new directors; |

  84. Narrative to Potential Payments Upon Qualifying Termination After Change in Control

    | • | Merger or similar business combination; |

  85. Narrative to Potential Payments Upon Qualifying Termination After Change in Control

    | • | Sale of substantially all of the Company’s assets; or |

  86. Narrative to Potential Payments Upon Qualifying Termination After Change in Control

    | • | Approval by our shareowners of a complete liquidation or dissolution of the Company. |

  87. Narrative to Potential Payments Upon Qualifying Termination After Change in Control

    The lump sum cash severance benefit shown above is payable only in the event of termination of employment without cause within two years following a change in control. This includes voluntary resignation only in limited situations that meet the definition of “good reason,” listed below. Under no circumstance will an executive receive a cash severance benefit under the agreement if he or she leaves voluntarily other than for “good reason,” which is defined as:

  88. Narrative to Potential Payments Upon Qualifying Termination After Change in Control

    | • | The assignment to the executive of duties inconsistent with his or her position or a substantial decrease in responsibilities; |

  89. Narrative to Potential Payments Upon Qualifying Termination After Change in Control

    | • | Reduced annual base salary; |

  90. Narrative to Potential Payments Upon Qualifying Termination After Change in Control

    | • | Elimination of a material compensation plan (including the AIP or LTIP) or a change in the executive’s participation on substantially the same basis; |

  91. Narrative to Potential Payments Upon Qualifying Termination After Change in Control

    | • | Elimination of substantially similar pension or welfare plans (except for across-the-board reductions of such benefits for executives), or a material reduction of any fringe benefit, or failure to provide the same number of vacation days; |

  92. Narrative to Potential Payments Upon Qualifying Termination After Change in Control

    | • | Failure by the Company to secure an agreement by the successor to assume the change in control agreement; |

  93. Narrative to Potential Payments Upon Qualifying Termination After Change in Control

    | • | Any other termination without sufficient notice; or |

  94. Narrative to Potential Payments Upon Qualifying Termination After Change in Control

    | • | Relocation more than 50 miles from place of work. |

  95. CEO Pay Ratio

    CEO Pay Ratio Pursuant to Item 402(u) of SEC Regulation S-K, we are providing the relationship of the annual total compensation of our Chairman and CEO, Jean-Michel Ribiéras, to that of our median compensated employee. For fiscal 2024:

  96. CEO Pay Ratio

    | • | The annual total compensation of our median employee was $46,079; and |

  97. CEO Pay Ratio

    | • | The annual total compensation of our CEO, as reported in the Summary Compensation Table (see page 48), was $8,426,858. |

  98. CEO Pay Ratio

    The resulting ratio of annual total compensation for Mr. Ribiéras to the median employee was 183:1. To calculate the CEO pay ratio we used the following methodology and assumptions:

  99. CEO Pay Ratio

    | • | Utilized the global employee population as of November 1, 2024 (excluding the CEO), which included all full-time, part-time, temporary and seasonal employees, to select the median employee, |

  100. CEO Pay Ratio

    | • | Base salary/wages paid from January 1 through October 31, 2024 was used as the compensation measure to determine the median employee, and |

  101. CEO Pay Ratio

    | • | The annual total compensation of the median employee was determined using the same methodology as the total compensation of Mr. Ribiéras as provided in the Summary Compensation Table (see page 47) for 2024. |

  102. CEO Pay Ratio

    This pay ratio is an estimate calculated in a manner consistent with SEC rules based on the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. The MDCC designed our executive compensation program to link a majority of our NEOs’ realized compensation to achievement of Sylvamo’s financial, commercial and strategic goals, and to align executives’ interest with those of shareowners. The table below shows the total compensation for our NEOs for the past four years, the “compensation actually paid” to our CEO and, on an average basis, our other NEOs, our TSR, the TSR of the S&P Small Cap Materials Index, our net income and our financial performance measure for compensatory purposes, Free Cash Flow.

  103. CEO Pay Ratio

    | | | | | | Value of Initial Fixed $100 Investment Based on | | | | | Year (1) | Summary Compensation Table Total for CEO ($) (2) | Compensation Actually Paid to CEO ($) (3) | Average Summary Compensation Table Total for Non-CEO NEOs ($) (4) | Average Compensation Actually Paid To Non-CEO NEOs ($) (3) | Total Shareholder Return | Peer Group Total Shareholder Return (5) | Net Income ($) (6) | Free Cash Flow ($) (7) | | 2024 | 8,426,858 | 15,917,127 | 2,072,926 | 3,382,827 | 254.22 | 117.63 | 302 | 248 | | 2023 | 6,825,588 | 8,312,275 | 1,759,174 | 1,988,885 | 154.36 | 116.45 | 253 | 294 | | 2022 | 6,910,195 | 9,884,131 | 1,808,233 | 2,451,556 | 148.12 | 97.06 | 118 | 332 | | 2021 | 3,621,135 | 3,557,687 | 1,043,829 | 1,026,713 | 84.52 | 103.35 | 62 | 117 |

  104. CEO Pay Ratio

    (1) On October 1, 2021, the Company spun off from International Paper and became a publicly traded company, as such we are reporting fiscal 2024, 2023 and 2022 and the period October 1, 2021 through December 31, 2021. (2) The amounts shown in this column represent the total compensation per the Summary Compensation Table (see page 47) for our CEO, Mr. Ribiéras, for the fiscal years 2024, 2023, 2022 and the period October 1, 2021 through December 31, 2021. (3) SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine “compensation actually paid” as reported above. The amounts shown do not necessarily reflect the actual amounts of compensation paid to our CEO or non-CEO NEOs (“Other NEOs) during the applicable year as they include (i) the year-end value of equity awards granted during the reported year that have not yet vested, (ii) the change in the value of equity awards that were unvested at the end of the prior year, measured through the date the awards vested or were forfeited, or through the end of the fiscal year and (iii) certain pension related costs. Below is a calculation of “compensation actually paid” to the CEO and Other NEOs, which for 2024 are Messrs. Sims, Barron, Davoli and Wilczynski, for 2023 are Messrs. Sims, Barron, Davoli and Gibson, for 2022 are Messrs. Sims, Gibson, Barron and Wilczynski, and for 2021 Messrs. Sims, Gibson, Cleves and Wilczynski:

  105. CEO Pay Ratio

    | Year/ Executive | Summary Compensation Table Total ($) | Reported Value of Equity Awards ($) (a) | Equity Award Adjustments ($) (b) | Reported Change in the Actuarial Present Value of Pension Benefits ($) (c) | Pension Benefit Adjustments ($) (d) | Compensation Actually Paid ($) | | 2024 | | | | | | | | CEO, Mr. Ribiéras | 8,426,858 | (4,771,843) | 12,262,112 | — | — | 15,917,127 | | Other NEOs | 2,072,926 | (874,351) | 2,184,252 | — | — | 3,382,827 | | 2023 | | | | | | | | CEO, Mr. Ribiéras | 6,825,588 | (4,179,676) | 5,790,107 | (123,744) | — | 8,312,275 | | Other NEOs | 1,759,174 | (741,928) | 1,030,111 | (58,472) | — | 1,988,885 | | 2022 | | | | | | | | CEO, Mr. Ribiéras | 6,910,195 | (3,880,598) | 6,854,534 | — | — | 9,884,131 | | Other NEOs | 1,808,233 | (721,762) | 1,365,085 | — | — | 2,451,556 | | Q4 2021 | | | | | | | | CEO, Mr. Ribiéras | 3,621,135 | (2,917,599) | 2,854,151 | — | — | 3,557,687 | | Other NEOs | 1,043,829 | (787,061) | 769,945 | — | — | 1,026,713 |

  106. CEO Pay Ratio

    (a) The amounts shown in this column represent the grant date fair value of the equity awards to our CEO and Other NEOs, as reported in the “Stock Awards” column in the Summary Compensation Table for each applicable year. (b) The amounts shown in this column represents the year-over-year change in the fair value of equity awards to our CEO and Other NEOs, as itemized in the table below.

  107. CEO Pay Ratio

    | | 2024 | | | Fair Value of Equity Awards | CEO | Other NEOs | | As of December 31, 2024 for unvested awards granted during the year | 6,937,438 | 1,271,158 | | Year-over-year increase of unvested awards granted in prior years | 4,617,594 | 779,869 | | Increase from prior fiscal year-end for awards that vested during the year | 707,080 | 133,225 | | Total Equity Award Adjustments | 12,262,112 | 2,184,252 |

  108. CEO Pay Ratio

    (c) Amounts shown represent the change in the actuarial present value of our CEO’s and Other NEOs’ accumulated benefit under all benefit and actuarial pension plans in which they participant, as reported in the “Change in Pension Value & Nonqualified Deferred Compensation Earnings” column in the Summary Compensation Table. (d) Amounts shown represent the actuarially determined service cost for services rendered under all benefit and actuarial pension plans in which our CEO and Other NEOs participate. (4) The amounts shown in this column represent the total compensation, per the Summary Compensation Table, for our NEOs, other than the CEO, for fiscal year 2024, 2023 and 2022 and the period October 1, 2021 through December 31, 2021. (5) The amounts shown in this column reflect the cumulative total shareholder return of the S&P Small Cap Materials Index, as of December 31, 2024, weighted according to the constituent companies’ market capitalization at the beginning of each period for which a return is indicated. The S&P Small Cap Materials Index is the peer group used by Sylvamo for purposes of Item 201(e) of Regulation S-K under the Exchange Act in Sylvamo’s Annual Report on Form 10-K for the years ended December 31, 2024, 2023, 2022 and 2021. (6) The amounts shown are in millions and reflect Net Income from Continuing Operations for the years ended December 31, 2024, 2023 and 2022 and for the period October 1, 2021 through December 31, 2021. (7) The amounts shown are in millions and reflect the Free Cash Flow for the years ended December 31, 2024, 2023 and 2022 and for the period October 1, 2021 through December 31, 2021. See the reconciliation to U.S. GAAP starting on page 69.

  109. Relationship Between “Compensation Actually Paid” and Performance Measures

    Relationship Between “Compensation Actually Paid” and Performance Measures The charts below illustrate the correlation in 2021, 2022, 2023 and 2024 between:

  110. Relationship Between “Compensation Actually Paid” and Performance Measures

    | • | Sylvamo TSR relative to peers and |

  111. Relationship Between “Compensation Actually Paid” and Performance Measures

    | • | The relationship between CEO and Other NEO “compensation actually paid” and Sylvamo’s: |

  112. Relationship Between “Compensation Actually Paid” and Performance Measures

    | • | TSR, |

  113. Relationship Between “Compensation Actually Paid” and Performance Measures

    | • | Net Income and |

  114. Relationship Between “Compensation Actually Paid” and Performance Measures

    | • | Free Cash Flow |

  115. Elements of Our Director Compensation Program

    Elements of Our Director Compensation Program Compensation for our non-employee directors consists of:

  116. Elements of Our Director Compensation Program

    | • | An annual retainer fee that is a mix of cash and equity |

  117. Elements of Our Director Compensation Program

    | • | Committee chair fees and a Lead Independent Director fee, as applicable |

  118. Elements of Our Director Compensation Program

    | • | Liability insurance. |

  119. Elements of Our Director Compensation Program

    On at least a biennial basis, we evaluate the reasonableness and appropriateness of the total compensation paid to our directors in comparison to peer companies who comprise our BPG. We will evaluate our program in 2025 consistent with this schedule. At the time of our last evaluation in 2023, our total compensation was at the 50th percentile of our BPG and no changes were made to the program.

  120. Our Analysis

    | Our Director Pay Principles | Our 2024 Director Pay Policies and Practices | | • Target compensation at median of benchmarking peer group (“BPG”) | • Maintained mix of cash and equity in line with cross-section of similar companies (BPG), which total compensation was at the median level of companies included in our BPG | | • Align the interests of our directors with the interests of our shareowners | • Paid 56 percent of regular board fees in the form of equity to ensure that directors, like shareowners, have a personal stake in Sylvamo’s financial performance | | • Attract and retain top director talent | • Compensated directors competitively, based on a cross section of similar companies (BPG) | | • Maintain flexibility to meet the needs of a diverse group of directors | • Continued to allow directors to elect to take equity in place of cash and to elect to defer their fees for a 5- or 10-year period |

  121. Non-Employee Director Compensation Table

    Non-Employee Director Compensation Table The following table provides information on 2024 compensation for non-employee directors. The amounts in the table below show differences among directors because certain directors receive committee chair fees or Lead Independent Director fee.

  122. Non-Employee Director Compensation Table

    | Name of Director | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Stan Askren | 100,000 | 125,028 | 225,028 | | Christine S. Breves | 100,000 | 125,028 | 225,028 | | Lizanne M. Bruce | 120,000 | 125,028 | 245,028 | | Jeanmarie Desmond | 125,000 | 125,028 | 250,028 | | Joia M. Johnson | 100,000 | 125,028 | 225,028 | | Karl L. Meyers | 100,000 | 125,028 | 225,028 | | David Petratis | 140,000 | 125,028 | 265,028 | | J. Paul Rollinson | 100,000 | 125,028 | 225,028 | | Mark W. Wilde | 100,000 | 125,028 | 225,028 | | James P. Zallie | 100,000 | 125,028 | 225,028 |

  123. Non-Employee Director Compensation Table

    (1) Represents the portion of the annual Board and Board committee retainers and Lead Independent Director fee, as applicable, whether payable in cash or deferred at the director’s election, during 2024. Cash retainers are paid quarterly in arrears. Directors can elect to receive their retainers on a current basis in cash or on a deferred basis in the form of DSUs. Amounts vary based on whole shares granted to those directors who elected DSUs. (2) The value of stock awards shown in the “Stock Awards” column is based on grant date fair value calculated under Financial Accounting Standards Board Accounting Standards Codification Topic 718. A discussion of the assumptions used in calculating these values for the 2024 fiscal year may be found in Note 16 to our audited consolidated financial statements included in our 2024 Form 10-K. The grant date fair value of the equity awards shown in the “Stock Awards” column is based on $70.28, the closing price of Sylvamo’s common stock on May 15, 2024, which is the last business day immediately preceding the date of grant. Directors can elect to receive their equity retainer in RSUs that vest in one year or DSUs payable in either five or ten years based on their election. Restrictions on RSUs awarded to our directors under our current compensation plan lapse on May 15, 2025, the date of our annual shareowners meeting, and then the shares are freely transferable, subject to our director stock ownership requirement and securities regulations. Restrictions on DSUs will lapse on May 16, 2030 for Ms. Johnson and Messrs. Askren, Meyers and Rollinson and on May 16, 2035 for Ms. Desmond and Mr. Petratis, based on the deferral period elected by each of them. The following table shows the aggregate number of RSUs and DSUs, including reinvested dividends, outstanding as of December 31, 2024, for each non-employee director. The amounts in the table show differences among directors because each director makes an individual election to receive his or her fees in cash and/or equity.

  124. Non-Employee Director Compensation Table

    | Name of Director | Aggregate Number of RSUs and DSUs Outstanding (#) | | Stan Askren | 12,592 | | Christine S. Breves | 7,352 | | Lizanne M. Bruce | 1,799 | | Jeanmarie Desmond | 4,884 | | Joia M. Johnson | 10,637 | | Karl L. Meyers | 9,941 | | David Petratis | 22,550 | | J. Paul Rollinson | 16,061 | | Mark W. Wilde | 1,799 | | James P. Zallie | 1,799 | | Total | 89,414 |