DEF 14A of International Paper Co /New/, Mar 27, 2026

DEF 14A of International Paper Co /New/

Filed Mar 27, 2026 · FY20250001628280-26-021729

Open on EDGAR

  1. Andrew K. Silvernail

    | Proxy Access | 36 | | Oversight Security | 40 | | Pay Versus Performance | 104 | | How do I attend the annual meeting? | 114 |

  2. Discontinued Operations

    | The Principles of our 80/20 Performance System | | | | | Simplify Task: Identify the 20% of processes or activities that drive the most complexity and eliminate or streamline them. Actions Taken: •Focusing on our core business, sustainable packaging solutions •Exiting non-core businesses •Optimizing internal processes and organizational structures to reduce complexity | Segment Task: Focus on the most profitable or important customer segments (the 20% that generate 80% of value). Actions Taken: •Concentrating on the right geographies within each region •Planning to separate into two independent, publicly trade companies in North America and EMEA (announced January 2026) •Prioritizing the right customer segment and product offerings | Resource Task: Allocate talent, capital, and technology to the areas with the highest return potential. Actions Taken: •Tailoring investment and capital allocation strategies to meet distinct needs •Investing in greenfield packaging facilities; plans for two new plants announced in 2025 •Investing in our talent and putting the right people in the right roles to create value | Grow Task: Prioritize core businesses and emerging opportunities that deliver outsized impact. Actions Taken: •Winning with customers and providing superior customer experiences •Enhancing investor base in North America and EMEA •Focusing on achieving an advantaged cost position |

  3. 1. Pay for Performance

    | 2025 Outcomes | | Payouts under our Long-Term Incentive Plan (“LTIP”) are based predominantly on three-year Company performance. Members of our Executive Leadership Team (ELT) receive 100% performance stock units. Our Short-Term Incentive (“STI”) award is now based on performance metrics for each business unit with individual performance modifiers eliminated to support a team-oriented culture. Achievement against the Company metrics for our STI plan resulted in awards of 87.9% of target (corporate center). 2023-2025 performance-based awards under the LTIP vested at 73.81% of target. |

  4. affirmative majority of votes cast. You may vote FOR or AGAINST a nominee, or you may abstain from voting with

    | | | | | Jamie A. Beggs Ms. Beggs currently serves as senior vice president and chief financial officer of Avient Corporation (NYSE: AVNT), a premier provider of specialized and sustainable materials solutions and services (2020-present). Prior to this role, Ms. Beggs served as senior vice president at Hunt Consolidated (2017-2019), a diversified holding company. 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 | | Independent Age: 49 Director since: 2024 Committees •Audit and Finance •Safety, Technology and Sustainability | |

  5. affirmative majority of votes cast. You may vote FOR or AGAINST a nominee, or you may abstain from voting with

    | | | | | 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 | | Independent Lead Director Age: 70 Director since: 2017 Committees •Management Development and Compensation •Governance | |

  6. affirmative majority of votes cast. You may vote FOR or AGAINST a nominee, or you may abstain from voting with

    | | | | | 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 (2005-2010). He also served as chairman of the board of Olmuksa, then an industrial packaging business joint venture between Sabanci Holding and International Paper (2006-2010). 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 | | Independent Age: 72 Director since: 2011 Committees •Audit and Finance •Safety, Technology and Sustainability | |

  7. affirmative majority of votes cast. You may vote FOR or AGAINST a nominee, or you may abstain from voting with

    | | | | | 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 (2004-2007). Prior to Spirent, Mr. Gustafsson was a senior executive vice president, global business operations for Tellabs, Inc. Board Qualifications As executive 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 | | Independent Age: 65 Director since: 2019 Committees •Audit and Finance (chair through May 11, 2026) •Safety, Technology and Sustainability (chair effective May 11, 2026) | |

  8. affirmative majority of votes cast. You may vote FOR or AGAINST a nominee, or you may abstain from voting with

    | | | | | Jacqueline C. Hinman Ms. Hinman is chief executive officer of Atlas Technical Consultants, a privately held company that provides professional testing, inspection, engineering, environmental and consulting services nationwide (2024-present). Prior to this role, Ms. Hinman worked as a senior operating consultant advising on improvement in the engineering infrastructure, environmental, energy and industry sectors (2017-2023). Ms. Hinman has also served as chair, 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 chair 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 the former chair, 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 | | Independent Age: 64 Director since: 2017 Committees •Management Development and Compensation (chair) •Governance | |

  9. affirmative majority of votes cast. You may vote FOR or AGAINST a nominee, or you may abstain from voting with

    | | | | | Clinton A. Lewis, Jr. Mr. Lewis retired as chief executive officer of AgroFresh Solutions, Inc., a global leader in produce freshness solutions, in December 2025, having served in the role since 2021. Prior to that, 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 (2015-2020). Mr. Lewis also served as president of U.S. operations at Zoetis (2015-2018) and president of international operations (2013-2015). 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’ former roles at AgroFresh Solutions, and 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 | | Independent Age: 59 Director since: 2017 Committees •Governance (chair) •Management Development and Compensation | |

  10. affirmative majority of votes cast. You may vote FOR or AGAINST a nominee, or you may abstain from voting with

    | | | | | David A. Robbie Mr. Robbie joined the IP Board in February 2025 after serving on the DS Smith board as senior independent director and 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 understanding of DS Smith positions him well to help maximize the strengths of both International Paper and DS Smith as the two companies move toward separation. 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. Key Skills & Experience | | Independent Age: 62 Director since: 2025 Committees •Audit and Finance •Safety, Technology and Sustainability | |

  11. affirmative majority of votes cast. You may vote FOR or AGAINST a nominee, or you may abstain from voting with

    | | | | | 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 | | Chairman & CEO Age: 55 Director since: 2024 | |

  12. affirmative majority of votes cast. You may vote FOR or AGAINST a nominee, or you may abstain from voting with

    | | | | | 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 Under Secretary of Commerce for Oceans & Atmosphere and NOAA Administrator (2014-2017). She served as a director for Ohio State University’s Battelle Center for Science, Engineering and Public Policy (2006-2011). 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 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 | | Independent Age: 74 Director since: 2017 Committees •Safety, Technology and Sustainability (chair) •Audit and Finance | |

  13. affirmative majority of votes cast. You may vote FOR or AGAINST a nominee, or you may abstain from voting with

    | | | | | 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 | | Independent Age: 60 Director since: 2024 Committees •Audit and Finance (chair effective May 11, 2026) •Safety, Technology and Sustainability | |

  14. affirmative majority of votes cast. You may vote FOR or AGAINST a nominee, or you may abstain from voting with

    | | | | | Anton V. Vincent Mr. Vincent has been president of Mars Snacking North America and Global Ice Cream, a part of Mars, Incorporated, a global family-owned business with a diverse and expanding portfolio of category-leading snacking, food and petcare products and services, since 2019. Prior to joining Mars 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 (2010-2012), President of the Frozen Frontier Division (2012-2014), and President of the U.S. Snacks Division (2014-2016). 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 | | Independent Age: 61 Director since: 2021 Committees •Management Development and Compensation •Governance | |

  15. Risk Life Cycle

    | Director Compensation |

  16. Risk Life Cycle

    Compensation Philosophy We believe our compensation program for non-employee directors should: •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; •Align the interests of our directors with the interests of our shareowners; and •Attract and retain top director talent. Each element of director compensation discussed below is recommended by the Governance Committee and approved by our Board. Mr. Silvernail does not receive any additional compensation for his service as Chairman of the Board. 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 make up our CCG. In May 2025, our Governance Committee reviewed a market analysis provided by Meridian Compensation Consultants, which concluded that the Company’s compensation for the cash retainer, annual equity retainer, and lead director fees remained below the peer median. In addition to this market positioning, the Committee also noted that director compensation had not been increased since 2022 and that director responsibilities have expanded meaningfully in recent years, including oversight of complex corporate actions such as the acquisition and integration of DS Smith and the divestiture of our Global Cellulose Fibers business. Following review and discussion, the Governance Committee recommended to the Board, and the Board approved, modest increases to the cash and equity retainers and lead director fees for the May 2025–April 2026 service year, which are detailed below. We believe our director compensation program appropriately compensates our directors for their time and commitment to the Company, and is consistent with our compensation philosophy, as shown in the following table.

  17. Risk Life Cycle

    | Our Director Pay Principles | | Our 2025 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 56% 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 |

  18. Risk Life Cycle

    | Director Compensation / Elements of Our Director Compensation Program |

  19. Risk Life Cycle

    (1)Reflects a $15,000 or 12.5% increase. (2)Reflects a $12,000 or 7.3% increase. (3)Reflects a $12,500 or 45% increase. Annual Retainer The annual retainer is $310,000 ($135,000 (44 percent) payable in monthly cash installments and $175,000 (56 percent) payable in equity). Directors may elect to receive all their cash retainer in cash or all or 50 percent of the cash retainer (plus any committee fees and lead director fees, as discussed below) in restricted stock or restricted stock units ("RSUs"). For the 2025-2026 service year, directors Dorduncu and Robbie elected to receive 100% cash for the annual retainer and director Sullivan elected to receive 50% of her cash retainer in cash. Directors who elect to convert the cash retainer to equity receive a 20 percent premium on the converted cash award in additional shares of restricted stock or RSUs. Director Sullivan receives 50% of her cash retainer in restricted stock. Seven of the ten non‑employee directors — Beggs, Connor, Gustafsson, Hinman, Lewis, Tozier, and Vincent — receive 100% of their cash retainer in either restricted stock or RSUs. Restrictions on restricted stock lapse one year from the date of grant, and then become freely transferable, subject to our director stock ownership requirement and securities regulations. RSUs become transferable at retirement, death or disability. Directors may also elect to defer receipt of all of their equity retainer. Directors who make this election receive RSUs. Five of the 10 non-employee directors serving in 2025 (Beggs, Connor, Lewis, Tozier and Vincent) elected to defer payment of all of their equity and cash compensation. The remaining five non-employee directors (Dorduncu, Gustafsson, Hinman, Robbie and Sullivan) elected not to defer their payment of equity compensation and received restricted stock. For tax purposes, changes to elections must be completed in the December preceding each service year.

  20. Risk Life Cycle

    | Director Compensation / Stock Ownership Requirements |

  21. Risk Life Cycle

    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 $175,000 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 stock and RSUs, which they may elect to receive either as cash or in the form of additional shares of restricted stock or RSUs. Dividends are paid to the director at the time the underlying award is vested or settled. Insurance and Indemnification Contracts We provide life insurance in the amount of $10,500 to each of our non-employee directors, and travel accident insurance in the amount of $500,000 that covers a director if he or she dies or suffers certain injuries while traveling on Company business. We provide liability insurance for our directors, officers, and certain other employees at an annual cost of approximately $3.35 million. The primary underwriters of coverage, which extends to April 1, 2026, are XL Specialty Insurance Company and ACE American Insurance Company. Our By-Laws provide for standard indemnification of our directors and officers in accordance with New York law. We also have contractual arrangements with our directors that indemnify them in certain circumstances for costs and liabilities incurred in actions brought against them while acting as our directors. Stock Ownership Requirements Our director stock ownership policy requires our directors to hold equity of the Company valued at two times the total annual Board retainer, which, through April 30, 2026, requires ownership of Company common stock equivalent to $620,000. We believe this requirement helps align the interests of our directors with the interests of our shareowners. As of December 31, 2025, all directors, except Mr. Robbie, who joined the Board in February 2025, met their stock ownership requirements. New directors have four years from their election date to meet the ownership requirement.

  22. Risk Life Cycle

    | Director Compensation / Non-Employee Director Compensation Table |

  23. Risk Life Cycle

    | Name of Director | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Jamie A. Beggs | | 346,988 | 346,988 | | Christopher M. Connor | | 377,003 | 377,003 | | Ahmet C. Dorduncu | 139,625 | 174,999 | 314,624 | | Anders Gustafsson | | 361,996 | 361,996 | | Jacqueline C. Hinman | | 356,993 | 356,993 | | Clinton A. Lewis, Jr. | | 356,993 | 356,993 | | David A. Robbie(3) | 128,792 | 174,999 | 303,791 | | Kathryn D. Sullivan | 98,125 | 271,021 | 369,146 | | Scott A. Tozier | | 346,988 | 346,988 | | Anton V. Vincent | | 336,983 | 336,983 |

  24. Risk Life Cycle

    (1)As described above, certain directors elected to receive shares of restricted stock in lieu of cash and therefore had no cash compensation during 2025. (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, 2025. 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. (3)Mr. Robbie joined the Board effective February 11, 2025, and was granted 1,065 shares of restricted stock (prorated based on actual service). The following table shows the aggregate number of unvested shares of restricted stock and RSUs outstanding as of December 31, 2025, for each non-employee director who served as of that date.

  25. Risk Life Cycle

    | Name of Director | Aggregate Number of RSUs and Shares Outstanding That Have Not Vested (#) | | Jamie A. Beggs | 16,158 | | Christopher M. Connor | 82,321 | | Ahmet C. Dorduncu | 3,953 | | Anders Gustafsson | 8,177 | | Jacqueline C. Hinman | 10,303 | | Clinton A. Lewis, Jr. | 75,935 | | David A. Robbie* | 4,068 | | Kathryn D. Sullivan | 7,544 | | Scott A. Tozier | 16,158 | | Anton V. Vincent | 43,279 | | Total | 267,896 |

  26. Risk Life Cycle

    * Mr. Robbie joined the Board effective February 11, 2025.

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    | www.internationalpaper.com | / 49 |

  28. Risk Life Cycle

    ITEM 2 Ratification of Deloitte & Touche LLP as Our Independent Auditor Our Audit and Finance Committee has selected Deloitte & Touche LLP (“Deloitte & Touche”) to serve as the Company’s independent auditor for 2026. Although shareowner ratification is not required by our By-Laws or otherwise, the Board is submitting the selection of Deloitte & Touche to our shareowners because we value your views on the Company’s independent auditor. Our Audit and Finance Committee will consider, but is not bound by, the outcome of this vote. Even if the selection of Deloitte & Touche is ratified, the Audit and Finance Committee may change the appointment at any time if it determines that a change would be in the best interests of the Company and our shareowners. To ratify the selection of our independent auditor, the affirmative vote of a majority of a quorum at the annual meeting is required. You may vote FOR or AGAINST the ratification of the selection of our independent auditor, or you may abstain from voting. Abstentions will have the same effect as votes against this proposal. We do not expect any “broker non-votes” associated with this proposal. If your shares are held in street name and you do not give your bank or broker instructions on how to vote, your shares may be voted by the broker in its discretion.

  29. Risk Life Cycle

    | | Our Board of Directors unanimously recommends that you vote FOR the ratification of Deloitte & Touche LLP as the Company’s independent auditor for 2026. |

  30. Risk Life Cycle

    | 50 \ | International Paper 2026 Proxy Statement |

  31. Risk Life Cycle

    | Item 2: Ratification of Deloitte & Touche LLP as Our Independent Auditor / Background on Our Independent Auditor |

  32. Risk Life Cycle

    Background on Our Independent Auditor The Audit and Finance Committee is responsible for the appointment, compensation, retention, and oversight of the independent external audit firm retained to audit the Company’s financial statements. The Committee has evaluated the qualifications, performance, and independence of Deloitte & Touche, including discussions regarding Public Company Accounting Oversight Board (“PCAOB”) inspection results, peer reviews and any other internal inspection results and trends in their internal system of quality controls, and appointed Deloitte & Touche as the Company’s independent external auditor for the fiscal year 2026. Representatives of Deloitte & Touche will attend the 2026 annual meeting and be available to answer questions. Our independent auditor also will have the opportunity to make a statement if they desire to do so. Deloitte & Touche has served as International Paper’s independent external auditor continuously since 2002. In order to ensure continuing auditor independence, the Audit and Finance Committee periodically considers whether there should be a rotation of the independent external audit firm. The members of the Audit and Finance Committee and the Board believe the continued retention of Deloitte & Touche to serve as the Company’s independent external auditor is in the best interests of International Paper and its shareowners. In making this determination, the Audit and Finance Committee and Board have considered Deloitte & Touche’s significant institutional knowledge of our business, operations, accounting policies and financial systems, and internal controls framework, as well as Deloitte’s global capabilities, technical expertise, depth of resources, quality, efficiency of services, quality of communications with the Audit and Finance Committee and management, and independence. In addition, in accordance with applicable rules on partner rotation, Deloitte & Touche rotates its lead audit engagement partner not less than every five years. The Audit and Finance Committee is involved in considering the selection of Deloitte & Touche’s primary engagement partner when there is a rotation. Deloitte & Touche’s reports on the consolidated financial statements for each of the three fiscal years in the period ended December 31, 2025, which were included in the Company’s 2025 Annual Report on Form 10-K, did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. Independent Auditor Fees The Audit and Finance Committee engaged Deloitte & Touche to perform an annual integrated audit of the Company’s financial statements, which includes an audit of the Company’s internal controls over financial reporting, for the years ended December 31, 2024, and December 31, 2025. The total fees and expenses paid to Deloitte & Touche are as follows:

  33. Risk Life Cycle

    | | 2025 | 2024 | | | ($, in thousands) | ($, in thousands) | | Audit Fees | 20,199 | 13,276 | | Audit-Related Fees | 3,616 | 6,456 | | Tax Fees | 5,149 | 4,836 | | All Other Fees | 152 | 234 | | Total Fees | 29,116 | 24,803 |

  34. Risk Life Cycle

    The increase in audit fees from 2024 to 2025 is primarily attributable to work related to the acquisition and integration of DS Smith, which included additional statutory audits for DS Smith entities.

  35. Risk Life Cycle

    | www.internationalpaper.com | / 51 |

  36. Risk Life Cycle

    | Item 2: Ratification of Deloitte & Touche LLP as Our Independent Auditor / Services Provided by the Independent Auditor |

  37. Risk Life Cycle

    Services Provided by the Independent Auditor All services rendered by Deloitte & Touche are permissible under applicable laws and regulations and are pre-approved by the Audit and Finance Committee. For a complete copy of International Paper’s Guidelines of International Paper Company Audit and Finance Committee for Pre-Approval of Independent Auditor Services,” please write to the Corporate Secretary, or visit us on our website, www.internationalpaper.com, under “Contact Us.” Pursuant to rules adopted by the SEC, the fees paid to Deloitte & Touche for services provided are presented in the table above under the following categories: 1.Audit Fees – Fees for professional services performed by Deloitte & Touche for the audit of our annual financial statements, the review of our financial statements included in our quarterly reports on Form 10-Q, and those services that are normally provided by an independent auditor in connection with statutory and regulatory filings or engagements for the fiscal year, such as comfort letters, consents and other services related to SEC matters. Audit fees in both years include amounts related to the audit of the effectiveness of internal controls over financial reporting. 2.Audit-Related Fees – Fees for assurance and related services performed by Deloitte & Touche that are reasonably related to the performance of the audit or review of our financial statements. This includes employee benefit and compensation plan audits, accounting consultations on divestitures and acquisitions, attestations by Deloitte & Touche that are not required by statute or regulation, consulting on financial accounting and reporting standards, and attestations on internal controls and quality assurance audit procedures related to new or changed systems or work processes. 3.Tax Fees – Fees for professional services performed by Deloitte & Touche with respect to tax compliance, tax advice and tax planning. This includes consultations on preparation of original and amended tax returns for the Company and its consolidated subsidiaries, refund claims, and tax audit assistance. Deloitte & Touche has not provided any services related to tax shelter transactions, nor has Deloitte & Touche provided any services under contingent fee arrangements. 4.All Other Fees – Fees for other permissible work performed by Deloitte & Touche that do not meet the above category descriptions. These services relate to various consultations that are permissible under applicable laws and regulations, which are primarily related to engagements to provide advice, observations, and recommendations regarding operations, infrastructure and distribution to be considered by the Company.

  38. Risk Life Cycle

    | 52 \ | International Paper 2026 Proxy Statement |

  39. Risk Life Cycle

    | Item 2: Ratification of Deloitte & Touche LLP as Our Independent Auditor / Audit and Finance Committee Report |

  40. Risk Life Cycle

    | Audit and Finance Committee Report The following is the report of the Audit and Finance Committee with respect to the Company’s audited financial statements for the fiscal year ended December 31, 2025. The Audit and Finance Committee assists the Board of Directors in its oversight of the Company’s financial reporting process and implementation and maintenance of effective controls to prevent, deter and detect fraud by management. The Audit and Finance Committee’s responsibilities are more fully described in its charter, which is accessible on the Company’s website at www.internationalpaper.com under the “Investors” tab and then under the “Governance” link and the “Board Committees” section. Paper copies of the Audit and Finance Committee charter may be obtained, without cost, by written request to Mr. Joseph R. Saab, Corporate Secretary, International Paper Company, 6400 Poplar Avenue, Memphis, TN 38197. In fulfilling its oversight responsibilities, the Audit and Finance Committee has reviewed and discussed the Company’s annual audited consolidated financial statements for the 2025 fiscal year with management and Deloitte & Touche LLP, the Company’s independent registered public accounting firm, including discussions related to significant accounting policies and critical accounting estimates and their related disclosures. In addition, the Audit and Finance Committee has reviewed, and discussed with management and Deloitte & Touche, management’s assessment of the effectiveness of the Company’s internal control over financial reporting, and the evaluation by Deloitte & Touche of the Company’s internal control over financial reporting. The Audit and Finance Committee has discussed with Deloitte & Touche the matters required to be discussed under the applicable requirements of the Public Company Accounting Oversight Board (United States) and the Securities and Exchange Commission (“SEC”). The Audit and Finance Committee has received the written disclosures and the letter from Deloitte & Touche required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the audit committee concerning independence, and has discussed with Deloitte & Touche its independence from the Company and its management. The Audit and Finance Committee has also considered whether the provision of non-audit services by Deloitte & Touche is compatible with maintaining the firm’s independence. The Board has determined that the following members of the Audit and Finance Committee are audit committee financial experts as defined in Item 407(d)(5)(ii) of Regulation S-K: Anders Gustafsson, Jamie A. Beggs, David A. Robbie, and Scott A. Tozier. The Board has determined that each member of the Audit and Finance Committee meets the independence and financial literacy requirements for audit committee members set forth under the listing standards of the New York Stock Exchange and our independence standards, as well as applicable independence requirements under SEC rules. Based on the review and discussions referred to above, the Audit and Finance Committee recommended to the Company’s Board of Directors that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The Audit and Finance Committee has approved and selected, and the Board of Directors has ratified, Deloitte & Touche as the Company’s independent registered public accounting firm for 2026. |

  41. Management Development and Compensation Committee

    | Introduction | 54 | | 1/ Executive Summary | 56 | | 2025 Financial Highlights | 56 | | 2025 Executive Compensation Highlights | 56 | | Responsiveness to Shareowners— Say-on-Pay Consideration | 61 | | Compensation Governance Best Practices | 62 | | 2/ How We Design Our Executive Compensation Program to Pay for Performance | 63 | | Executive Compensation Philosophy | 63 | | Pay for Performance — CCG Analysis | 63 | | Peer Group Benchmarking | 65 | | Why We Use Different Peer Groups | 66 | | How and Why We Chose Our Performance Metrics | 67 | | 3/ How We Make Compensation Decisions | 69 | | Role of the Management Development and Compensation Committee | 69 | | Role of Management | 69 | | Role of Compensation Consultants | 69 | | 4/ Elements of Our Executive Compensation Program | 70 | | Overview | 70 | | Base Salary | 71 |

  42. Management Development and Compensation Committee

    | Performance-Based Compensation | 71 | | Short-Term Incentive | 72 | | Long-Term Incentive | 74 | | Other Equity Awards | 76 | | Other Compensation Elements | 76 | | 5/ NEO Compensation | 79 | | Overview | 79 | | 2025 Actual Realized Compensation Compared to 2025 Targeted Compensation | 79 | | 6/ Other Matters Related to Governance and Compensation | 85 | | Insider Trading Policy and Procedures | 85 | | Officer Stock Ownership and Retention Requirements | 85 | | Board Policy on Personal Use of Leased Aircraft | 86 | | Executive Severance Plan | 86 | | Clawback or Forfeiture of Incentive Awards | 87 | | Non-Competition and Non-Solicitation Agreements | 87 | | Prohibition on Repricing; No Stock Option Grants | 87 | | Equity Grant Practices | 88 | | Deductibility of Executive Compensation | 88 | | Accounting for Stock-Based Compensation | 88 | | Executive Compensation Tables | 89 | | 7/ Post-Employment Termination Benefits | 98 | | Pay Versus Performance | 104 | | CEO Pay Ratio | 109 |

  43. Management Development and Compensation Committee

    | Sound Program Design | •Provides competitive total pay opportunity •Delivers the vast majority of pay based on company performance •CEO pay consists primarily of stock-based compensation •Enhances long-term focus through awarding equity with multi-year performance and vesting requirements •Oversight and design safeguards discourage unnecessary and/or excessive risk taking | | Best Practice Highlights | •Robust executive share ownership requirements •No guaranteed bonuses •No excessive executive perquisites •Clawback policies •Anti-hedging and anti-pledging policy •No tax gross-ups (except for relocation and tax equalization on expatriate assignments) •No executive employment agreements. | | 2025 Changes | •Aligned our broad-based annual short-term incentives with the Company’s three business units’ performance metrics and goals while continuing to link NEO short-term incentives to enterprise performance •Implemented change in LTI awards for ELT to 100% PSUs based solely on relative TSR performance •Completed a successful chief financial officer transition •Revised stock ownership guidelines for officers to allow 60% of unvested time-based, restricted stock units ("RSUs") to count toward ownership consistent with market practice •Adopted an Executive Severance Plan |

  44. Management Development and Compensation Committee

    Executive Departures On June 30, 2025, Ms. Roman separated from the Company and entered into an agreement documenting her receipt of severance benefits provided for under the Company’s Executive Severance Plan, described on page 86. Other payments included an acceleration of her 2025 Inducement Award (see page 76) and a cash payment of $203,718 to cover the cancellation of a home sale contract, household goods storage and other costs incidental to her separation (since it was for reasons other than for cause). Ms. Roman also agreed to a release of claims as well as various restrictive covenants, including a 12-month non-compete and non-solicitation agreement, and a perpetual confidentiality covenant. Please refer to “Potential Payments Upon Involuntary Termination Without Cause” on page 99 for more details. 2025 Target Total Direct Compensation Mix for NEOs The chart below demonstrates our commitment to paying for performance, with a significant portion of pay at-risk. For 2025, 93% of Mr. Silvernail’s target compensation and, on average, 81% of our other NEOs’ target compensation was based on Company and/or stock performance. Importantly, base salary comprises a relatively small portion of our NEOs’ compensation and is the only component of their target Total Direct Compensation (“TDC”) not tied to Company and/or stock performance.

  45. Management Development and Compensation Committee

    | 2025 Short-Term Incentive Plan | | Annual Incentive Plan (AIP) Metrics and Weightings |

  46. Management Development and Compensation Committee

    | 2025-2027 Long-Term Incentive Plan | | Long-Term Incentive Plan (LTIP) Metrics and Weightings |

  47. Management Development and Compensation Committee

    | Annual Incentive Plan Payout Scale | Performance Stock Units Payout Scale | | All Metrics: Below Threshold (0% Payout) Threshold (50% Payout) Target (100% Payout) Maximum (200% Payout) | Relative TSR: Below 25th Percentile (0% Payout) 25th percentile (25% Payout) 50th percentile (100% Payout) At or above 75th percentile (200% Payout) |

  48. Management Development and Compensation Committee

    (1)See page 74 for more information on calculation of the LTI performance achievement (2)Adjusted ROIC is a non-GAAP financial measure. See Section 4 for information regarding how Adjusted ROIC is calculated. See page 68 for non-GAAP financial measure definitions and Appendix A for a reconciliation of components of Adjusted ROIC to the most directly comparable GAAP measure. Adoption of Executive Severance Plan As described later in this CD&A, 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 officers of the Company, including our NEOs, with payments and benefits upon specified terminations of employment. Effective as of February 11, 2025, the Severance Plan superseded and replaced the 2005 Board Policy on Severance Agreements with Senior Executives.

  49. Management Development and Compensation Committee

    | What We Heard | How We Responded | | Annual Incentive Plan Shareowners inquired about elimination of the individual performance modifier and target setting process. | •Elimination of the individual performance modifier emphasizes a stronger focus on team-based performance rather than individual performance. •We explained our target setting process in detail, including the role of the MDCC, and its ability to exercise discretion with respect to established targets. See page 72 for more detail. | | Executive Severance Shareowners have expressed interest in stronger governance around executive separation benefits. | •In 2025 we adopted the Severance Plan, establishing clear and consistent market competitive severance terms for our ELT while avoiding excessive payouts and creating predictability in alignment with shareowner expectations. | | Long-Term Incentives Shareowners inquired about the transition to 100% PSUs with a single performance metric of relative TSR and the elimination of ROIC as a metric. | •This design aligns long-term incentives entirely with shareowner returns to reinforce pay-for-performance alignment and incentivize improvement in TSR. •Mitigates the impact of broader market volatility and ensures executives are rewarded for outperforming peers. | | Disclosures Shareowners asked about pay equity disclosures under the UK Equity Act 2010. | •DS Smith, as a UK-based employer with more than 250 employees, has an established legal obligation to publish gender pay gap data on its UK website and submit it to the UK government portal. DS Smith plans to continue this practice upon separation as an independent public company. |

  50. Management Development and Compensation Committee

    | Pay-for-Performance. 100% performance- based incentives for NEOs. Change-in-Control Benefits. Change-in-control severance benefits are: 2.99x target cash compensation for our CEO; 3x target cash compensation for our EVP, President PS EMEA; and 2x target cash compensation for remaining 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 Severance Payable to ELT. Effective in 2025, severance is capped at 2× base salary + target bonus for the CEO and 1.5× for all other NEOs, unless in connection with 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. 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 Leased Aircraft. While our CEO is authorized to use the Company's leased 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 is based on multiple quantitative metrics, with no overlap in long-term incentive metrics, to encourage balanced objectives. Peer Groups. We use relevant compensation benchmarking and relative TSR peer groups that are aligned with corporate governance best practices. | 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 payments to account for taxes except for relocation and tax equalization on expatriate assignments. No Guaranteed Annual Salary Increases or Bonuses. For NEOs, annual salary increases are based on individual performance and market competitiveness, while their annual cash incentives are tied to company 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 over 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 and 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. |

  51. Management Development and Compensation Committee

    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 CEO’s realizable pay and the Company’s performance over the past five three-year performance periods as compared to our CCG.

  52. CEO Realizable Pay vs. TSR Performance (2022 - 2024)

    CEO Realizable Pay vs. TSR Performance (2022 - 2024) 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. •This graph is based on the 2025 proxy statements filed by our CCG. •Total Shareholder Return reflects share price appreciation, adjusted for dividends and stock splits. •Realizable pay consists of: 1.actual base salary paid over the three-year period, 2.actual STI payouts over the three-year period, and 3.LTI determined as shown below, with equity awards based on December 31, 2024 market value for each company; (a)in-the-money value of stock options granted over the three-year period; (b)time-based restricted stock awards granted over the three-year period; (c)performance share awards: (i)actual shares earned using actual performance achievement for grant cycles beginning and ending between 2022 and 2024; and (ii)target shares granted over the three-year period assuming target performance, for performance cycles that have not yet been completed. (d)performance cash awards: (i)actual cash paid using actual performance achievement for grant cycles beginning and ending between 2022 and 2024; and (ii)target cash levels provided over the three-year period assuming target performance, for performance cycles that have not yet been completed.

  53. CEO Realizable Pay vs. TSR Performance (2022 - 2024)

    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: •Position scope and responsibilities, as well as experience within the role; •Individual performance; and •Internal equity. The MDCC, with the assistance of FW Cook, its independent compensation consultant, uses two sources of market data to ensure our pay remains competitive: •We use published survey data for all ELT positions 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 FW Cook and reflects the revenue responsibility of each executive. •We use CCG proxy data for the compensation of our CEO and CFO.

  54. CEO Realizable Pay vs. TSR Performance (2022 - 2024)

    | 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 reference point in establishing base salary ranges, short- and long-term incentive targets, and assessing competitiveness of total direct compensation awarded to our CEO and CFO; 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. |

  55. CEO Realizable Pay vs. TSR Performance (2022 - 2024)

    | 2025 Compensation Comparator Group (CCG)(1) For 2025, the Company revised its peer group to reflect its new scale following completion of the DS Smith acquisition. | | | | •Ball Corporation (BALL) •Berry Global Group, Inc. (BERY)(2) •Bunge Limited (BG) •Carrier Global Corporation (CARR) •Crown Holdings, Inc. (CCK) •Cummins, Inc. (CMI) | •Eaton Corporation plc (ETN) •Emerson Electric Company (EMR) •General Dynamics Corporation (GD) •Johnson Controls International plc (JCI) •LyondellBasell Industries N.V. (LYB) •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 (SW) | | International Paper vs. CCG Revenue(3) IP’s Targeted TDC = CCG Median (50th percentile) (1)Companies in bolded and italicized text are also part of our 2025 TSR Peer Group. (2)Berry Global Group, Inc. was acquired by Amcor Plc on April 30, 2025. (3)Based on the most recently reported four quarters as of September 30, 2024; used in late 2024 to benchmark pay for 2025. | | |

  56. 75th

    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.

  57. 75th

    | Peer Group | Composition | Rationale | | CCG | Includes 18 companies from multiple industries (Companies range in size from approximately 0.5 to 2.0 times the Company'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 40 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 described below and whose stock prices are most strongly correlated to IP. |

  58. 75th

    Our Peer Group for TSR Performance For 2025, the Company expanded the TSR Peer Group to align with the revised LTIP design. With LTIP exclusively based on relative TSR, a broader and more robust peer group was needed to ensure a more stable, reliable, and statistically valid comparison. Our TSR Peer Group was selected using a formulaic process and consists of the forty (40) companies from the S&P 1500 Materials Index that have the highest 3-year stock price correlation with the Company. The goal remains to select closely correlated peers to minimize the influence market factors outside of the Company'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, fostering payments which more accurately reflect management's execution and the Company's true underlying performance.

  59. 2025 TSR Peer Group(1)

    2025 TSR Peer Group(1)

  60. 2025 TSR Peer Group(1)

    | AdvanSix Inc. (ASIX) Amcor Plc (AMCR) AptarGroup, Inc. (ATR) Ashland Inc. (ASH) Avery Dennison Corporation (AVY) Avient Corporation (AVNT) Axalta Coating Systems Ltd. (AXTA) Balchem Corporation (BCPC) Berry Global Group, Inc. (BERY)(2) Cabot Corporation (CBT) Celanese Corporation (CE) Commercial Metals Company (CMC) Dow Inc. (DOW) DuPont de Nemours, Inc. (DD) Eagle Materials Inc. (EXP) | Eastman Chemical Company (EMN) Ecolab Inc. (ECL) Graphic Packaging Holding Company (GPK) Greif, Inc. (GEF/GEF.B) H.B. Fuller Company (FUL) Ingevity Corporation (NGVT) Innospec Inc. (IOSP) Koppers Holdings Inc. (KOP) Louisiana-Pacific Corporation (LPX) LyondellBasell Industries N.V. (LYB) Minerals Technologies Inc. (MTX) Nucor Corporation (NUE) Olin Corporation (OLN) | Packaging Corporation of America (PKG) PPG Industries, Inc. (PPG) RPM International Inc. (RPM) Sealed Air Corporation (SEE) Sensient Technologies Corporation (SXT) Silgan Holdings Inc. (SLGN) Smurfit Westrock Plc (SW) SunCoke Energy, Inc. (SXC) Sonoco Products Company (SON) Stepan Company (SCL) The Chemours Company (CC) Westlake Corporation (WLK) |

  61. 2025 TSR Peer Group(1)

    (1)Companies in bolded and italicized text are also part of our 2025 CCG. (2)Berry Global Group, Inc. was acquired by Amcor Plc on April 30, 2025.

  62. 2025 TSR Peer Group(1)

    | www.internationalpaper.com | / 67 |

  63. 2025 TSR Peer Group(1)

    How and Why We Chose Our Performance Metrics Our incentive compensation plan design continues to be 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 makes adjustments as needed based on the financial objectives most critical to the Company’s success. As part of this ongoing review — and to ensure alignment with our strategic priorities, shareowner interests, and serve the long-term interests of the Company — the MDCC approved changes to the performance metrics used in both our short-term and long-term incentive compensation plans effective January 1, 2025. We believe these revisions strengthen our pay-for-performance philosophy and reinforce accountability for delivering sustained shareowner returns. See below and the following page for more details on each metric. 2025 Annual Incentive Plan Metrics In 2025, we redesigned our short-term incentive plan to better reflect the distinct operational priorities and performance drivers across our organization. Each business unit now operates with its own tailored performance metrics and goals, separate from those established for the corporate center allowing for more precise alignment between incentive outcomes and the strategic objectives of each business unit. The ELT, including our NEOs, operates under the corporate center’s performance metrics and goals, ensuring alignment with enterprise-wide outcomes and strategic direction. Individual performance modifiers were eliminated to foster a stronger culture of collaboration, shared accountability, and team-based execution. The revised plan encourages cross-functional alignment and reinforces our commitment to driving performance.

  64. 2025 TSR Peer Group(1)

    | 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 Cycle | | Cash Conversion Cycle(3) drives capital efficiency. We use cash conversion cycle to evaluate the efficiency of our working capital management and the speed at which we convert working capital into cash. |

  65. 2025 TSR Peer Group(1)

    2025-2027 Long-Term Incentive Plan – PSU Metric To reinforce pay for performance alignment and incentivize improvement in TSR, we eliminated ROIC as a metric and moved to 100% relative TSR.

  66. 2025 TSR Peer Group(1)

    | Relative TSR | | TSR(4) 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. |

  67. 2025 TSR Peer Group(1)

    | 68 \ | International Paper 2026 Proxy Statement |

  68. 2025 TSR Peer Group(1)

    The footnotes below explain the details of our performance metric calculations for purposes of our incentive compensation plans: (1)Adjusted EBITDA, a non-GAAP financial measure, means (i) earnings from continuing operations before interest, income taxes and equity earnings, cumulative effect of accounting changes, before the impact of special items and non-operating pension expense plus (ii) interest expense, net and depreciation and amortization, and cost of timber harvested. The Adjusted EBITDA metric excludes the impact of non-operating pension expense and special items. Adjusted EBITDA may be adjusted, in the MDCC’s sole 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 event, including, but not limited to, epidemics/pandemics, wars/invasions/hostilities (whether war is declared or not), natural disasters with significant impact on our operations, the imposition of new or increased tariffs as well as the potential impact of retaliatory tariffs and other penalties including retaliatory policies against the United States and global trade tensions, 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 page 41 of our Annual Report on Form 10-K for our fiscal year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission (“SEC”) on February 27, 2026. (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 sole 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. (3)Cash Conversion Cycle means Days of Sales Outstanding ("DSO") + Days Inventory Outstanding ("DIO") - Days Payables Outstanding ("DPO"). DSO means (Average Trade Account Receivables + Average Contract Assets) divided by Net Sales multiplied by 365. DIO means Average Inventories divided by Costs of Products Sold multiplied by 365. DPO means Average Trade Accounts Payable divided by Cost of Products Sold multiplied by 365. 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. Cash Conversion Cycle is a company-defined operating metric and is not calculated in accordance with US GAAP. There is no directly comparable GAAP financial measure. We use cash conversion cycle to evaluate the efficiency of our working-capital management and the speed at which we convert working capital into cash. (4)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.

  69. 2025 TSR Peer Group(1)

    | www.internationalpaper.com | / 69 |

  70. 2025 TSR Peer Group(1)

    | Compensation Discussion & Analysis / 3/ How We Make Compensation Decisions |

  71. 2025 TSR Peer Group(1)

    3/ How We Make Compensation Decisions

  72. Role of Compensation Consultants

    Role of Compensation Consultants The MDCC continued to engage FW Cook in 2025 to serve as its independent compensation consultant. 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. The Company engages other consultants for special projects, as needed.

  73. Role of Compensation Consultants

    | MDCC’s Consultant: FW Cook | Management’s Consultants: Meridian Compensation Partners WTW |

  74. Role of Compensation Consultants

    | 70 \ | International Paper 2026 Proxy Statement |

  75. Role of Compensation Consultants

    4/ Elements of Our Executive Compensation Program Overview The primary elements of our executive compensation program for our NEOs are: •base salary, •short-term (annual) cash-based incentive compensation under our Annual Incentive Plan (“AIP”), •long-term equity-based incentive compensation under our Long-Term Incentive Plan (“LTIP”) which is awarded in performance-based restricted stock units, and •other ad hoc equity awards and limited executive benefits. 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. Compensation Element Purpose How it Links to Performance To provide competitive levels of fixed pay to attract and retain executives and to recognize effective leadership Fixed; pay is reviewed annually in light of individual performance, level of responsibility, knowledge and experience, and competitive market positioning

  76. Short-Term

    Short-Term

  77. Long-Term

    Long-Term

  78. Performance-Based Equity

    Performance-Based Equity To motivate and reward long-term Company performance that maximizes shareowner value Variable; award is earned based solely on Company performance; payout is based on achievement of pre-established goals and valued at the then current stock price Equity Beginning in 2025, Executive Officers received LTI grants comprised of 100% PSUs (no time-based equity awarded)

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  80. Performance-Based Equity

    Base Salary Base salary is the only fixed element of TDC. The MDCC considers base salary increases annually based on individual performance, taking into account whether market-based adjustments are necessary. Annual merit increases for most of our salaried employees, including the NEOs, are effective March 1. For 2025, the MDCC also approved: •an increase in Mr. Nicholls' base salary by 11.6% to recognize his significant contributions related to our acquisition of DS Smith and his service as chief financial officer during 2025; and •an increase in base salary for Mr. Saab by 10% to reward his strong performance, align his pay with the market median for general counsel roles and recognize his service in an interim role leading human resources during a critical transition period. For 2026, the MDCC also approved: •an increase in Mr. Silvernail's base salary, effective March 1, 2026, by 25% to align his pay with the market median, reinforcing the MDCC's ongoing commitment to maintaining competitive and market-aligned compensation practices. The increases to our NEOs' base salaries are set forth in the table below:

  81. Performance-Based Equity

    | Name | Base Salary (Jan-Feb) ($) | March 2025 Increase (%) | Base Salary (Mar-Dec) ($) | March 2026 Increase (%) | Current Base Salary ($) | | A.K. Silvernail (CEO) | 1,000,000 | n/a | 1,000,000 | 25.0% | 1,250,000 | | L.T. Loeffler (CFO)(1) | n/a | n/a | 850,000 | 1.8% | 865,000 | | W.T. Hamic | 750,000 | n/a | 750,000 | 6.7% | 800,000 | | T.S. Nicholls(2) | 900,000 | n/a | 900,000 | n/a | 900,000 | | J.R. Saab | 600,000 | 10.0% | 660,000 | 6.1% | 700,000 | | J.N. Roman(3) | 570,000 | n/a | 570,000 | n/a | n/a |

  82. Performance-Based Equity

    (1)Mr. Loeffler joined the Company as CFO on April 1, 2025. (2)Though not detailed in the table above due to the timing of the increase, Mr. Nicholls received a merit increase of 11.6% effective January 1, 2025, (instead of March 1, 2025), to recognize his leadership throughout the acquisition, his dual responsibilities through April 1 and his pending promotion. (3)Ms. Roman joined the Company as chief people and strategy officer on February 3, 2025, and was employed through June 30, 2025. Performance-Based Compensation We do not provide guaranteed bonuses. Performance-based compensation is pay at risk and is tied directly to Company performance. Company performance is based on the achievement of specific financial goals, as described below. In 2025, the MDCC approved new performance metrics for both the short- and long-term incentive plans. Details of these changes are provided under each element shown below and as described on the following pages.

  83. Performance-Based Equity

    | Element | IP Incentive Plan / Program | 2025 Performance Metrics for our NEOs | Metric Weight | | Short-Term Incentive Plan | Annual Incentive Plan (AIP) | •Adjusted EBITDA(1) | 50% | | | | •Revenue | 30% | | | | •Cash Conversion Cycle | 20% | | Long-Term Incentive Plan | Performance Stock Units (PSUs) | •3-Year Relative TSR | 100% |

  84. Performance-Based Equity

    (1)See page 68 for non-GAAP financial measure definitions and Appendix A for a reconciliation of Adjusted EBITDA to the most directly comparable GAAP measures. Other equity awards, including RSUs, may be granted from time to time under limited circumstances to address specific recruitment, retention or other recognition efforts. All ELT compensation, including any such equity awards, must be approved by the MDCC. Grants of equity awards to the CEO must be approved by the independent members of the Board.

  85. Performance-Based Equity

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  86. Performance-Based Equity

    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 2025 AIP award pool was expanded due to our acquisition of DS Smith and was paid to approximately 11,000 employees globally, including our NEOs. 2025 Performance Metrics The MDCC believes our AIP performance metrics and target goals should motivate management to achieve results that will drive superior investor returns. Previously, the AIP was earned based on the same metrics and target goals across the organization. Beginning in 2025, the AIP was redesigned to foster a team culture incorporating performance metrics specific to each of our three business units and one for our corporate center. All NEOs are rewarded under the AIP solely on the metrics for the corporate center, aligning their incentive with enterprise-wide performance. The metrics are shown in the table below. 2025 Performance Goals and Achievement At the time the target goals were established in March 2025, they did not reflect the impacts associated with the DS Smith financial reporting integration and purchase price accounting adjustments. Specifically, the DS Smith components of the target goals did not contemplate changes in financial statement reporting under US GAAP standards compared to International Financial Reporting Standards, nor did it reflect all account classifications utilized by International Paper for financial statement reporting. Additionally, the targets did not reflect the impact from the divestiture of five European box plants, which was required as a condition to closing the DS Smith acquisition. These impacts were only quantifiable after the goals were established and had a material effect on the AIP metrics' reporting and operating footprint, accordingly requiring reevaluation.

  87. Performance-Based Equity

    | 2025 AIP Performance Metrics for Corporate Center | Metric Weight | 2025 AIP Performance Objective Adjustments | | | | | | | | | (Goals adjusted for the M&A impacts described above) | | | | | | | | | Threshold | | Target | | Maximum | | | | | Original | Adjusted | Original | Adjusted | Original | Adjusted | | Adjusted EBITDA(1) | 50% | $2.936B | $2.830B | $3.670B | $3.537B | $4.404B | $4.244B | | Revenue(2) | 30% | $24.491B | $24.007B | $27.212B | $26.674B | $28.573B | $28.008B | | Cash Conversion Cycle(3) | 20% | 73.1 | 75.0 | 60.9 | 62.5 | 54.8 | 56.3 | | Total | 100% | | | | | | |

  88. Performance-Based Equity

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

  89. Performance-Based Equity

    | 2025 AIP Performance Metrics for Corporate Center | Metric Weight | Adjusted Threshold Performance Payout 50% | Adjusted Target Performance Payout 100% | Adjusted Maximum Performance Payout 200% | Actual | % of Target Award Earned | Weighted % of Target Award Earned | | Adjusted EBITDA(1) | 50% | $2.830B | $3.537B | $4.244B | $3.311B | 84.0% | 42.0% | | Revenue(2) | 30% | $24.007B | $26.674B | $28.008B | $26.104B | 89.3% | 26.8% | | Cash Conversion Cycle(3) | 20% | 75.0 | 62.5 | 56.3 | 63.6 | 95.6% | 19.1% | | Total | 100% | | | | | | 87.9% |

  90. Performance-Based Equity

    (1)See page 68 for non-GAAP financial measure definitions and Appendix A for a reconciliation to the most directly comparable GAAP measures. (2)Includes Global Cellulose Fibers, which are reported in discontinued operations, net of taxes. (3)See page 68 for a definition of cash conversion cycle, which is measured in days.

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  92. Performance-Based Equity

    Annual AIP Earned Award Calculation 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. The MDCC has discretion to decrease the earned award to zero and, in the past, the MDCC has chosen to make reductions. Consistent with our philosophy that management should be rewarded for delivering outstanding financial results, the MDCC also has discretion to increase the earned award 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 2025 AIP earned award. 2025 Individual AIP Awards for NEOs Awards for all AIP-eligible employees are based on either business unit or corporate center performance and are no longer adjusted for individual performance achievement, promoting a team-focused culture. The award paid to each of our NEOs is based solely on corporate center performance as described in Section 5, "NEO Compensation." CEO Awards The CEO has discretion to recommend a CEO award (separate from the AIP) for all employees, and to NEOs with MDCC approval, in recognition of exceptional individual performance beyond what is captured in annual individual objectives. For 2025, none of our NEOs received a CEO Award.

  93. Performance-Based Equity

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  94. Performance-Based Equity

    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. LTIP awards are granted globally on January 1 to approximately 1,300 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. Under the LTIP, a mix of performance-based stock units (PSUs) and/or time-based restricted stock units (RSUs) are awarded. The allocation of PSUs and RSUs is tiered based on the participant’s role within the Company with a greater proportion of PSUs generally allocated to participants with higher levels of responsibility and greater ability to influence Company performance. In recent years, LTIP awards for the ELT, excluding Mr. Silvernail, were allocated in 80% PSUs and 20% in RSUs. Beginning in 2025 for the ELT, the allocation shifted to 100% PSUs to reflect their broader impact on Company results. We believe this shift reflects our commitment to our pay-for-performance philosophy and ensures that our most senior leaders are fully incentivized to deliver sustained value creation for our shareowners. Performance Stock Units (PSUs) Beginning in 2025, PSUs are based solely on the Company’s performance achievement in relative TSR and are earned over a three-year performance period. Awards are settled in shares of Company common stock in February, following the MDCC’s approval of achievement of performance metrics. The number of shares ultimately paid includes the reinvestment of any dividends accumulated on shares earned at the end of the three-year performance period.

  95. Performance-Based Equity

    | | Earned over 3-year Performance Period and Paid in mid-February | | | | | | | | 2023 | 2024 | 2025 | 2026 | 2027 | 2028 | | 2023 LTIP Grant (PSUs) | 3-year Performance Measurement Period | | | Paid(1) | | | | 2024 LTIP Grant (PSUs) | | 3-year Performance Measurement Period | | | Paid(1) | | | 2025 LTIP Grant (PSUs) | | | 3-year Performance Measurement Period | | | Paid(1) |

  96. Performance-Based Equity

    (1)Assuming threshold performance is achieved. Restricted Stock Units (RSUs)(1) RSUs are time-based and therefore earned based on the passage of time and, in most cases, dependent on continued employment with the Company. The amount ultimately paid includes the reinvestment of any dividends accumulated on shares 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. The remaining vesting schedule for the RSUs granted to our NEOs prior to 2025 is set forth below.

  97. Performance-Based Equity

    | | Payment Date | | | | | | Feb. 1, 2025 | Feb 1, 2026 | Feb 1, 2027 | Feb 1, 2028 | | 2023 LTIP Grant (RSUs) | 1/3 | 1/3 | n/a | n/a | | 2024 LTIP Grant (RSUs) | 1/3 | 1/3 | 1/3 | n/a | | 2025 LTIP Grant (RSUs) | n/a | 1/3 | 1/3 | 1/3 |

  98. Performance-Based Equity

    (1)Effective January 1, 2025, the ELT transitioned to 100% PSUs awarded under the LTIP.

  99. Performance-Based Equity

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  100. Performance-Based Equity

    Performance Metrics and Objectives for PSUs The long-term incentive program metrics were revised in 2025. Performance share units (PSUs) granted under the program are now tied exclusively to relative total shareholder return (TSR), reinforcing the Company’s commitment to aligning executive compensation with shareowner value. The performance metric for the PSU portion of the 2025 LTIP is shown in the table below. 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”).

  101. Performance-Based Equity

    | | | Performance Objective | | | | 2025-2027 LTIP – PSU portion Performance Metric | Metric Weight | Threshold Payout 25% | Target Payout 100% | Maximum Payout 200% | | Relative TSR | 100% | 25th percentile | 50th percentile | 75th percentile |

  102. Performance-Based Equity

    If our actual performance for the three-year performance period falls below the established threshold level (as shown in the chart above), no PSUs are earned. If performance falls between threshold and target, or between target and maximum, the number of PSUs earned is calculated on a straight-line interpolated basis. The MDCC does not have discretion to increase the Company’s performance achievement, but may decrease it in the event the Company experiences 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%. Performance-Based 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 2025 LTIP range from 0 percent to 200 percent of the target award. 2023-2025 LTIP Payout — PSU Portion For the 2023-2025 LTIP PSUs, the performance achievement (based on two metrics, ROIC and Relative TSR) was approved by the MDCC in February 2026, as shown in the chart below. The award paid to each of our NEOs is described in Section 5, "NEO Compensation."

  103. Performance-Based Equity

    | | | Performance Achievement | | | | | 2023-2025 Performance Metrics | Target | Actual Achievement | % of Target Award Earned | Metric Weight | Weighted % of Target Award Earned | | Adjusted ROIC(1) | 9.25% | 5.70% | 0% | 50% | 0% | | Relative TSR(2) | 50th Percentile | 62nd Percentile(2) | 147.62% | 50% | 73.81% | | Total 2023-2025 PSP Payout | | | | | 73.81% |

  104. Performance-Based Equity

    (1)See Appendix A for a reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure. (2)WestRock Company was acquired by Smurfit Kappa in July 2024.

  105. Performance-Based Equity

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  106. Performance-Based Equity

    Other Equity Awards We use equity awards, such as grants of restricted stock and RSUs for purposes of recruitment, retention, or recognition, referred to as Recognition Awards. Vesting provisions for these Recognition Awards vary on a case-by-case basis, but generally are forfeited if the participant voluntarily terminates employment without "cause" or for "good reason" prior to vesting. During 2025, the MDCC approved the following additional awards to our NEOs: •In connection with their respective appointments as members of the ELT, the MDCC approved an inducement award of 31,865 RSUs to Mr. Loeffler, with a grant date fair market value of $1,700,000, and an award of 29,814 RSUs to Ms. Roman, with a grant date fair market value of $1,680,000 (together, the "2025 Inducement Awards"). •The 2025 Inducement Awards included provisions for accelerated vesting in the event of termination for reasons other than for cause. Accordingly, Ms. Roman's inducement award fully vested on her separation date of June 30, 2025, in accordance with the terms and conditions. These provisions were designed to support the recruitment of senior executives in competitive talent markets by offering market-aligned protections during the critical onboarding period. The Company believes this approach is appropriate for attracting external experienced leadership during periods of strategic transformation. 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 U.S. salaried employees, including the NEOs, whose compensation is higher than the limits set by the Internal Revenue Service (“IRS”) for tax-qualified plans. Absent these plans, these employees would not achieve a retirement benefit commensurate with their earnings during the course of their careers with the Company. The Unfunded Supplemental Retirement Plan for Senior Managers (“SERP”) was closed to new participants effective January 1, 2012.

  107. Performance-Based Equity

    | Name | CEO (Silvernail) | NEO2 | 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) | • | • | • | | |

  108. Performance-Based Equity

    | • Eligible to participate. (1)See the Summary Compensation Table on page 89 for additional information on this benefit. (2)Mr. Nicholls is the only NEO in this legacy plan (SERP), which closed to new participants effective January 1, 2012. |

  109. Performance-Based Equity

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  110. Performance-Based Equity

    Change-in-Control (“CIC”) Agreements The Company has entered into CIC agreements with certain executives, including all members of the ELT. Our CIC agreements were updated in 2024 as part of the Company's ongoing efforts to maintain a robust executive compensation program. The 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 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. Mr. Silvernail's Tier I CIC Agreement, which was approved by the Board in connection with his appointment in 2024, upon recommendation from the MDCC, provides for (i) a cash severance of 2.99 times the sum of his base salary and short-term annual incentive and (ii) 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' agreement provides for a cash severance of three times the sum of his base salary and target AIP and up to three years of health benefits following his termination of employment. Going forward, the Board intends that Tier I CIC agreements apply only to the Company's chief executive officer and chairman of the Board. Other eligible officers with the Company signed new Tier II CIC agreements in early 2026, following adoption of new Tier II CIC agreements (the "Updated Tier II Agreement") in 2024 and passage of a required notice period. The Updated Tier II Agreement applies to current and future group vice presidents, senior vice presidents and above and one legacy vice president elected prior to February 2008. The revised terms in the Updated Tier II Agreement are more consistent with current market standards and more accurately align with the Company's benefit plans, equity plans and current compensation practices. 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. The CIC Agreements for Mr. Silvernail and Mr. Nicholls and our other NEOs are filed as exhibits with our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 27, 2026. For more detail on these CIC agreements and benefits, see Section 7, “Post-Employment Termination Benefits” on page 98. 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 personal use of Company leased aircraft, benefits to Mr. Nicholls under our discontinued Executive Supplemental Life Insurance Program, and a limited number of employees and directors receive 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. Relocation Benefits The Company may provide relocation assistance in connection with the recruitment of new executives and executive assignments that require a move to a different location. Our relocation program helps us recruit and retain key management talent. Relocation benefits offered to our NEOs in 2025 included reimbursement of expenses related to home sales, shipment of household goods, and insurance coverage on transport of goods. On limited occasions, the Company may provide additional or special relocation payments when needed to recruit senior executives. Our relocation policy requires all employees to repay relocation benefits or payments if they resign or their employment is terminated for cause within one year of the relocation date.

  111. Performance-Based Equity

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  112. Performance-Based Equity

    Our policy also provides certain relocation and expatriate benefits, which are intended to equalize cost of living differences between the home and assignment country as well as facilitate the transition associated with an international assignment. Mr. Nicholls received these benefits in 2025 in connection with his new role overseeing our EMEA packaging business. CEO Personal Use of Leased Aircraft Our Board, upon recommendation from the MDCC, has approved Mr. Silvernail's use of leased aircraft for personal travel pursuant to a time sharing agreement. In 2025, Mr. Silvernail entered into a new time sharing agreement solely to reflect the Company's entry into a fractional ownership arrangement with a third-party aircraft services provider. The agreement did not change the terms governing personal use. Mr. Silvernail is required to reimburse the Company for the incremental cost of his personal use of leased 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. The Company views this benefit as competitive with similar benefits offered by the companies with which we compete for executive talent. For more information on use of leased aircraft by our CEO, please see Section 6, "Board Policy on Personal Use of Leased Aircraft." Additional information regarding the aggregate incremental cost of perquisites for our NEOs in 2025 is set forth in a footnote to the "All Other Compensation" column of the Summary Compensation Table. Executive Security Program International Paper provides security for all employees, based on an assessment of risk. Our security program is designed to help employees securely and safely conduct business and is primarily for the benefit of the Company. In response to recent high-profile incidents of violence and targeted threats against chief executive officers, the Company in 2025 engaged an outside firm with security expertise to conduct a study of our executive security program. This study confirmed a bona fide business-oriented security concern exists and concluded more comprehensive security measures were needed to ensure Mr. Silvernail's safety. Accordingly, the independent directors of the Board, upon recommendation from the MDCC, in December 2025 authorized enhancements to Mr. Silvernail's security benefits based on the premise that if any harm befell our CEO, our business operations, investor confidence and employee productivity would be severely impacted. Effective December 9, 2025, our CEO is required to use leased aircraft for all business and personal travel (when feasible). Our executive security program also permits Mr. Silvernail's family to travel on the leased aircraft when accompanying him. These changes will have no impact on perquisite reporting with respect to use of the leased aircraft under Mr. Silvernail's time sharing agreement. We view these personal security expenses for Mr. Silvernail as reasonable business expenses arising from a bona fide business-oriented security concern and not as taxable personal benefits. In the future, we may provide perquisites or other personal benefits in limited circumstances, such as where we believe it is appropriate to assist an individual NEO in the performance of his or her duties, to make our NEOs more efficient and effective, and for recruitment, motivation, or retention purposes. All future practices with respect to perquisites or other personal benefits for our executive officers will be approved and subject to periodic review by the MDCC.

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  114. Performance-Based Equity

    5/ NEO Compensation Overview 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. 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. 2025 Actual Realized Compensation Compared to 2025 Targeted Compensation In this section, we describe the 2025 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: (i)2025 actual base salary paid; (ii)2025 target AIP; (iii)the target value of the 2023-2025 LTIP- PSUs granted in 2023; (iv)the target value of the LTIP- RSUs that vested in February 2025; and (v)the target value of Recognition Awards that vested during 2025, if any. The Actual amount represents what we believe is the appropriate way to illustrate 2025 actual pay earned, and includes: (i)2025 actual base salary paid; (ii)2025 AIP paid in February 2026; (iii)the actual value of the 2023-2025 LTIP- PSUs paid in February 2026; (iv)the actual value of the 2023 LTIP- RSUs (3rd tranche) and the 2024 LTIP RSUs (2nd tranche) that vested in February 2025; and (v)the actual value of Recognition Awards that vested during 2025, if any. The value shown for the equity awards on the following pages differs from the value shown in the Summary Compensation Table. Equity awards granted in 2025 are shown in the Summary Compensation Table, while the charts on the following pages show LTIP awards (PSUs and RSUs) valued and paid as follows:

  115. Performance-Based Equity

    | Equity Award | Vest Date | FMV at Vest Date | | 2023-2025 PSUs | February 9, 2026 | $46.58 | | 2023 RSU 3rd Tranche | February 1, 2025 | $55.63 | | 2024 RSU 2nd Tranche | February 1, 2025 | $55.63 |

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  117. Performance-Based Equity

    | | | | | 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 (2022-2024). 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) (2011-2020). 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. |

  118. Performance-Based Equity

    2025 Realized Compensation

  119. Performance-Based Equity

    | Element of Compensation | Compensation Amount | Rationale | | 2025 Base Salary | $1,000,000 (no base salary increase in 2025) | No adjustment was made to Mr. Silvernail's base salary in 2025. | | 2025 AIP Award | $1,318,500 (87.9% Company performance) | Mr. Silvernail’s AIP payment was awarded at 87.9% of target, based solely on the Company’s performance achievement. |

  120. Performance-Based Equity

    The chart below compares Mr. Silvernail’s 2025 actual compensation paid against targeted compensation.

  121. Performance-Based Equity

    | | 40% | 60% | | | | Base Salary Paid | 2025 AIP Award (Cash- based STI) | | | Target | | | $2,500,000 |

  122. Performance-Based Equity

    | Actual | | | $2,318,500 (92.7% of Target) | | | 43% | 57% | | | | Base Salary Paid | 2025 AIP Award (Cash-based STI) | |

  123. Performance-Based Equity

    Mr. Silvernail's initial grants, awarded upon joining International Paper in 2024, are 100% performance-based PSUs and will vest in 2027. Accordingly, he did not receive an LTI payment in 2025.

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  125. Performance-Based Equity

    | | | | | Lance T. Loeffler Senior Vice President, Chief Financial Officer Lance T. Loeffler joined the Company effective April 1, 2025 as senior vice president, chief financial officer, as part of a planned leadership transition with Mr. Nicholls. He has responsibility for the Company’s global financial strategy and functions. Before joining IP, Mr. Loeffler worked for Halliburton (NYSE: HAL), provider of services and products to the energy industry, where he most recently served as senior vice president, Middle East and North Africa (2022-2024). Prior to this role, Mr. Loeffler held other positions at Halliburton including executive vice president and chief financial officer (2018-2022), vice president, investor relations (2016-2018) and vice president, corporate development (2014-2016). |

  126. Performance-Based Equity

    2025 Realized Compensation

  127. Performance-Based Equity

    | Element of Compensation | Compensation Amount | Rationale | | 2025 Base Salary | $637,500 (paid from April 1,2025) | No adjustment was made to Mr. Loeffler's base salary in 2025. | | 2025 AIP Award | $560,360 (87.9% Company performance, prorated based on actual service) | Mr. Loeffler's AIP payment was awarded at 87.9% of target, based solely on the Company’s performance achievement. |

  128. Performance-Based Equity

    The chart below compares Mr. Loeffler's 2025 actual compensation paid against prorated targeted compensation amounts.

  129. Performance-Based Equity

    | | 50% | 50% | | | | Base Salary Paid | 2025 AIP Award (Cash- based STI) | | | Target | | | $1,275,000 |

  130. Performance-Based Equity

    | Actual | | | $1,197,860 (93.9% of Target) | | | 53% | 47% | | | | Base Salary Paid | 2025 AIP Award (Cash-based STI) | |

  131. Performance-Based Equity

    Mr. Loeffler did not receive an LTI payment in 2025. One-third of his 2025 Inducement Award will vest on April 1, 2026, and his 2025 LTIP award, which is 100% performance-based PSUs, will vest in February 2028.

  132. Performance-Based Equity

    | 82 \ | International Paper 2026 Proxy Statement |

  133. Performance-Based Equity

    | | | | | W. Thomas Hamic Executive Vice President and President, Packaging Solutions North America Tom Hamic has 34 years of service with the Company having served in his current role since 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. |

  134. Performance-Based Equity

    2025 Realized Compensation

  135. Performance-Based Equity

    | Element of Compensation | Compensation Amount | Rationale | | 2025 Base Salary | $750,000 (no base salary increase in 2025) | No adjustment was made to Mr. Hamic’s base salary because it was determined by the MDCC to be within our targeted market range. | | 2025 AIP Award | $659,250 (87.9% Company performance) | Mr. Hamic’s AIP payment was awarded at 87.9% of target, based solely on the Company’s performance achievement. | | 2023-2025 LTIP PSU Payout | 43,225 shares, including reinvested dividends (valued at $2,013,422, including a fractional share) | The PSU portion of the LTIP was paid based on 73.81% performance achievement as described in Section 4. | | 2023 & 2024 LTIP RSU Payouts | 9,927 shares, including reinvested dividends (valued at $552,201, including a fractional share) | The RSU portion of two LTIP awards were paid representing the second one-third tranche of the 2023 RSU grant and the first one-third tranche of the 2024 RSU grant. |

  136. Performance-Based Equity

    The chart below compares Mr. Hamic’s 2025 actual compensation paid against targeted compensation amounts.

  137. Performance-Based Equity

    | | 20% | 20% | 51% | 9% | | | Base Salary Paid | 2025 AIP Award (Cash- based STI) | 2023-2025 LTIP (Equity-based LTI) | 2025 RSU (Equity-based LTI) | | Target | | | | $3,756,679 |

  138. Performance-Based Equity

    | Actual | | | | $3,974,873 (105.8% of Target) | | | 19% | 16% | 51% | 14% | | | Base Salary Paid | 2025 AIP Award (Cash- based STI) | 2023-2025 LTIP (Equity-based LTI) | 2025 RSU (Equity-based LTI) |

  139. Performance-Based Equity

    Target LTI PSU is based on 51,200 target shares valued at $37.50 using the 20-day average stock price as of December 31, 2022. Target LTI RSU is based on 4,483 shares at $35.69 using the 20-day average stock price as of December 31, 2022 plus 4,806 shares at $36.76 using the 20-day average stock price as of December 31, 2023. Actual LTI PSU is based on 43,225 shares, which includes the original target shares plus reinvested dividends multiplied by 73.81% performance achievement and valued at $46.58, the Company’s closing share price on February 6, 2026. Actual LTI RSU is based on 4,923 shares valued at $55.63 plus 5,004 shares valued at $55.63 using the closing stock price as of January 31, 2025.

  140. Performance-Based Equity

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  141. Performance-Based Equity

    | | | | | Timothy S. Nicholls Executive Vice President and President, Packaging Solutions EMEA Tim Nicholls has 35 years of service with the Company. Effective April 1, 2025, Mr. Nicholls began serving as leader of the combined International Paper and DS Smith EMEA teams overseeing our Europe, Middle East and Africa business. In this role, he is responsible for driving the successful integration of DS Smith and implementing our performance strategy across the region, with a focus on operational excellence, customer value, and sustainable growth. Prior to this role, he served two separate terms as the Company’s chief financial officer—from 2007 to 2011, and again from 2018 to 2025. 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 (2011-2014). In 1991, he joined Union Camp Corporation, which was acquired by the Company in 1999. |

  142. Performance-Based Equity

    2025 Realized Compensation

  143. Performance-Based Equity

    | Element of Compensation | Compensation Amount | Rationale | | 2025 Base Salary | $900,000 (incorporates a 11.60% increase effective January 1, 2025) | Mr. Nicholls’ base salary increase was made to reflect his promotion and his dual responsibility in continuing to serve as CFO until Mr. Loeffler commenced employment on April 1, 2025. | | 2025 AIP Award | $791,100 (87.9% Company performance) | Mr. Nicholls’ AIP payment was awarded at 87.9% of target, based solely on the Company’s performance achievement. | | 2023-2025 LTIP PSU Payout | 52,230 shares, including reinvested dividends (valued at $2,432,859, including a fractional share) | The PSU portion of the LTIP was paid based on 73.81% performance achievement as described in Section 4. | | 2023 & 2024 LTIP RSU Payout | 11,490 shares, including reinvested dividends (valued at $639,198, including a fractional share) | The RSU portion of two LTIP awards were paid representing the second one-third tranche of the 2023 RSU grant and the first one-third tranche of the 2024 RSU grant. |

  144. Performance-Based Equity

    The chart below compares Mr. Nicholls’ 2025 actual compensation paid against targeted compensation amounts.

  145. Performance-Based Equity

    | | 20% | 20% | 51% | 9% | | | Base Salary Paid | 2025 AIP Award (Cash- based STI) | 2023-2025 LTIP (Equity-based LTI) | 2025 RSU (Equity-based LTI) | | Target | | | | $4,509,018 |

  146. Performance-Based Equity

    | Actual | | | | $4,763,157 (105.6% of Target) | | | 19% | 17% | 51% | 13% | | | Base Salary Paid | 2025 AIP Award (Cash- based STI) | 2023-2025 LTIP (Equity-based LTI) | 2025 RSU (Equity-based LTI) |

  147. Performance-Based Equity

    Target LTI PSU is based on 61,867 target shares valued at $37.50 using the 20-day average stock price as of December 31, 2022. Target LTI RSU is based on 5,417 shares at $35.69 using the 20-day average stock price as of December 31, 2022 plus 5,323 shares at $36.76 using the 20-day average stock price as of December 31, 2023. Actual LTI PSU is based on 52,230 shares, which includes the original target shares plus reinvested dividends multiplied by 73.81% performance achievement and valued at $46.58, the Company’s closing share price on February 6, 2026. Actual LTI RSU is based on 5,948 shares valued at $55.63 plus 5,542 shares valued at $55.63 using the closing stock price as of January 31, 2025.

  148. Performance-Based Equity

    | 84 \ | International Paper 2026 Proxy Statement |

  149. Performance-Based Equity

    | | | | | Joseph R. Saab Senior Vice President, General Counsel and Corporate Secretary Joe Saab has 25 years of service with the Company. He has served as senior vice president, general counsel and corporate secretary since 2022. In this role, he oversees the Company’s global legal function, advises the Board of Directors and executive leadership on legal and governance matters, and supports the Company’s strategic and operational priorities. In addition to his responsibilities as general counsel, Mr. Saab served as interim head of human resources during 2025. Prior to his current role, Mr. Saab served as vice president, deputy general counsel and assistant corporate secretary since September 2019. From late 2014 through 2019, he served as associate general counsel—Industrial Packaging North America, Europe, Middle East and Africa. Mr. Saab joined International Paper in February 2001. |

  150. Performance-Based Equity

    2025 Realized Compensation

  151. Performance-Based Equity

    | Element of Compensation | Compensation Amount | Rationale | | 2025 Base Salary | $650,000 (incorporates a 10% increase effective March 1, 2025) | Mr. Saab's base salary increase was made recognizing his strong performance and leadership and expanded responsibilities while serving in an interim role leading human resources. | | 2025 AIP Award | $527,400 (87.9% Company performance) | Mr. Saab's AIP payment was awarded at 87.9% of target, based solely on the Company’s performance achievement. | | 2023-2025 LTIP PSU Payout | 24,314 shares, including reinvested dividends (valued at $1,132,550 including a fractional share) | The PSU portion of the LTIP was paid based on 73.81% performance achievement as described in Section 4. | | 2023 & 2024 LTIP RSU Payout | 5,695 shares, including reinvested dividends (valued at $316,804, including a fractional share) | The RSU portion of two LTIP awards were paid representing the second one-third tranche of the 2023 RSU grant and the first one-third tranche of the 2024 RSU grant. |

  152. Performance-Based Equity

    The chart below compares Mr. Saab’s 2025 actual compensation paid against targeted compensation amounts.

  153. Performance-Based Equity

    | | 26% | 24% | 43% | 7% | | | Base Salary Paid | 2025 AIP Award (Cash- based STI) | 2023-2025 LTIP (Equity-based LTI) | 2025 RSU (Equity-based LTI) | | Target | | | | $2,523,319 |

  154. Performance-Based Equity

    | Actual | | | | $2,626,754 (104.1% of Target) | | | 25% | 20% | 43% | 12% | | | Base Salary Paid | 2025 AIP Award (Cash- based STI) | 2023-2025 LTIP (Equity-based LTI) | 2025 RSU (Equity-based LTI) |

  155. Performance-Based Equity

    Target LTI PSU is based on 28,800 target shares valued at $37.50 using the 20-day average stock price as of December 31, 2022. Target LTI RSU is based on 2,521 shares at $35.69 using the 20-day average stock price as of December 31, 2022 plus 2,811 shares at $36.76 using the 20-day average stock price as of December 31, 2023. Actual LTI PSU is based on 24,314 shares, which includes the original target shares plus reinvested dividends multiplied by 73.81% performance achievement and valued at $46.58, the Company’s closing share price on February 6, 2026. Actual LTI RSU is based on 2,768 shares valued at $55.63 plus 2,927 shares valued at $55.63 using the closing stock price as of January 31, 2025.

  156. Performance-Based Equity

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  157. Performance-Based Equity

    6/ Other Matters Related to Governance and Compensation Insider Trading Policy and Procedures The Company has adopted comprehensive and detailed policies governing the purchase and/or other dispositions of Company 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 purchases and/or other dispositions of its own securities. Additionally, the Company requires members of our Board of Directors and 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 transacting 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, 2025 filed with the SEC on February 27, 2026. Our Insider Trading Policy is also available on the Company's website at www.internationalpaper.com under the “Investors” tab and then under the “Governance” link. Officer Stock Ownership and Retention Requirements Company 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:

  158. Performance-Based Equity

    | 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 | | Group Vice President | 2x base pay | | Vice President | 1.5x base pay |

  159. Performance-Based Equity

    | 86 \ | International Paper 2026 Proxy Statement |

  160. Performance-Based Equity

    In 2025, the Committee revised the stock ownership guidelines to allow sixty percent (60%) of unvested RSUs to count toward meeting the ownership requirement. This change was made to better align with market practice and more accurately reflect ownership adjusting for shares to be withheld for taxes. The following also 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; share equivalents held in the Salaried Savings Plan and Deferred Compensation Savings Plan. Unvested PSUs do not count toward the ownership requirement. Officers are required to retain 50 percent of net shares paid under any Company long-term incentive plan or program until satisfying their ownership requirement. Officer stock ownership is reviewed annually and presented to the MDCC to ensure compliance. Board Policy on Personal Use of Leased Aircraft As discussed elsewhere in this CD&A, in December 2025, the Board, upon recommendation of the MDCC, determined that a bona fide, business-oriented security concern exists with respect to Mr. Silvernail’s personal safety. As a result, he is required to use leased aircraft for all business and personal travel, unless not feasible. This requirement reflects the Company’s commitment to ensuring the safety of its chief executive officer and maintaining uninterrupted business continuity. In 2025, the Company began participating in shared ownership of aircraft services with a third-party service provider where the Company uses the aircraft services primarily for business purposes. Although rare, personal use of aircraft services may be approved for our NEOs on a very limited basis in the event of emergency or other urgent situations. The Board requires the CEO to use leased aircraft for personal use, unless not feasible, and Company business for business continuity and efficiency purposes. Pursuant to Board resolutions and a time sharing agreement, Mr. Silvernail is required to reimburse the Company for the incremental cost of such personal use above $150,000. 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 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 superseded and replaced the 2005 Board Policy on Severance Agreements with Senior Executives. Under the Severance Plan, in the event of the termination of a participant’s employment other than in connection with a change in control as a result of a “qualifying termination,” which is a termination of the participant’s employment by the participant for good reason (as defined in the Severance Plan) or by the Company for any reason other than for cause (as defined in the Severance Plan), then subject to (i) compliance with the restrictive covenants with the Company to which the participant is a party, and (ii) execution of a release of claims, the participant will be entitled to receive the following benefits: •A lump sum cash payment equal to the participant’s total base salary and target bonus paid as soon as administratively feasible following termination. Mr. Silvernail’s multiple is 2 times the sum of his annual base salary and his target bonus under the AIP (such combined amount, an executive’s “Total Cash Compensation”), and the multiple for the other NEOs is 1.5 times their Total Cash Compensation. •A pro-rata bonus under the AIP is payable to the participant, based upon the number of months during the plan year in which the participant worked 15 days or more as earned based on the AIP administrative guidelines.

  161. Performance-Based Equity

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  162. Performance-Based Equity

    •Any unvested and outstanding equity awards shall be paid in accordance with the administrative guidelines for the Company’s incentive compensation programs and, if applicable, the participant’s individual offer letter, employment agreement, equity award agreement or other similar agreement pursuant to which the participant was granted the equity awards. •Continued health and welfare benefits (2 years for Mr. Silvernail and 1.5 years for the other NEOs). •Outplacement service (with a maximum cash value equal to $75,000 for Mr. Silvernail and $40,000 for the other NEOs). In the event that the participant’s employment is terminated as a result of a qualifying termination within one year after a change in control, the participant will be entitled to receive only the payments and benefits set forth in the participant’s change-in-control agreement. The foregoing description of the Severance Plan is only a summary of the Severance Plan and is qualified in its entirety by the Severance Plan document, a copy of which can be found as Exhibit 10.16 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 27, 2026. 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 Dodd-Frank compliant Clawback Policy, both short-term and long-term incentive awards for current and former executive officers are subject to mandatory clawback. Additional discretionary clawback provisions apply under our plan documents. Our Clawback Policy requires mandatory clawback of incentive-based compensation received by current and former executive officers in the event of an accounting restatement regardless of whether the executive officer was responsible for the causes of the restatement. Under our plan documents, the MDCC has discretion to clawback compensation if the Company’s financial statements are restated as a result of errors, omission, or fraud. In addition, the MDCC may, in its discretion, based on the facts and circumstances, require all or a portion of short-term and long-term awards to be forfeited if 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 incentive compensation 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, 2025 filed with the SEC on February 27, 2026. Our Clawback Policy is also 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.

  163. Performance-Based Equity

    | 88 \ | International Paper 2026 Proxy Statement |

  164. Performance-Based Equity

    Equity Grant Practices Equity awards for non-employee members of our Board of Directors are granted following their election or re‑election at each annual meeting of shareowners, or upon their appointment to the Board. Equity awards to employees 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 new hires or promoted employees 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. RSUs granted under our Recognition Award Program may be granted on the first day of any month by our senior vice president, chief human resources officer (as delegated within parameters approved by the MDCC). An award to a Board-appointed executive officer requires approval by the Board (or by the independent members of the Board for the CEO), upon recommendation from the MDCC. 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, SARs 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. Our framework for making grants 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 US GAAP and is transparently disclosed in our SEC filings. 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.

  165. Performance-Based Equity

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  166. Performance-Based Equity

    | Executive Compensation Tables |

  167. Performance-Based Equity

    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, 2025, 2024, and 2023.

  168. Performance-Based Equity

    | 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 ($)(4) | Severance ($) | All Other Compensation ($)(5) | Total ($) | | Andrew K. Silvernail(6) CEO and Chairman of the Board (Principal Executive Officer) | 2025 | 1,000,000 | — | 12,174,818 | 1,318,500 | — | — | 345,006 | 14,838,324 | | | 2024 | 666,667 | — | 17,193,607 | 1,791,000 | — | — | 1,081,296 | 20,732,570 | | | 2023 | — | — | — | — | — | — | — | — | | Lance T. Loeffler(6) Senior Vice President and Chief Financial Officer (Principal Financial Officer) | 2025 | 637,500 | — | 6,162,766 | 560,360 | — | — | 266,400 | 7,627,026 | | | 2024 | — | — | — | — | — | — | — | — | | | 2023 | — | — | — | — | — | — | — | — | | W. Thomas Hamic Executive Vice President and President, PS NA | 2025 | 750,000 | — | 2,727,170 | 659,250 | 177,320 | — | 191,179 | 4,504,919 | | | 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 | | Timothy S. Nicholls Executive Vice President and President, PS EMEA | 2025 | 900,000 | — | 3,408,962 | 791,100 | — | — | 1,205,278 | 6,305,340 | | | 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 | | Joseph R. Saab(6) Senior Vice President, General Counsel and Corporate Secretary | 2025 | 650,000 | — | 1,947,997 | 527,400 | 81,047 | — | 130,698 | 3,337,142 | | | 2024 | — | — | — | — | — | — | — | — | | | 2023 | 541,667 | — | 1,953,910 | 90,600 | 101,166 | — | 71,045 | 2,758,388 | | Joy N. Roman(6) Former Senior Vice President, Chief People and Strategy Officer | 2025 | 259,423 | 500,000 | 3,199,295 | 216,667 | — | 1,635,000 | 206,167 | 6,016,552 | | | 2024 | — | — | — | — | — | — | — | — | | | 2023 | — | — | — | — | — | — | — | — |

  169. Performance-Based Equity

    | Executive Compensation Tables / Outstanding Equity Awards at December 31, 2025 |

  170. Performance-Based Equity

    | Executive Compensation Tables / Stock Vested in 2025 |

  171. Performance-Based Equity

    Stock Vested in 2025 The following table shows the value received upon the vesting in 2025 of PSUs and RSUs previously awarded under our Performance Share Plan ("PSP"), LTIP, and Recognition Award Program, if any, as described in our CD&A.

  172. Performance-Based Equity

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | A.K. Silvernail | — | — | | L.T. Loeffler | — | — | | W.T. Hamic | 42,523 | 2,379,913 | | T.S. Nicholls | 100,589 | 5,634,968 | | J.R. Saab | 32,751 | 1,833,857 | | J.N. Roman | 30,113 | 1,410,181 |

  173. Performance-Based Equity

    (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, 2025, and LTIP awards that vested on February 9, 2025. (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: $52.92 for each RSU share and $53.34 for each PSP share. Pension Benefits in 2025 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, 2024, and December 31, 2025. 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 2025. Messrs. Hamic, Nicholls and Saab are eligible for benefits calculated under the Retirement Plan formula and the Pension Restoration Plan formula. Only Mr. Nicholls is eligible for a benefit calculated under the SERP formula. Our SERP complies with IRC 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.

  174. Performance-Based Equity

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  175. Performance-Based Equity

    | Name | Plan Name | Number of Years of Credited Service in 2025 (#) | 12/31/2024 Present Value of Accumulated Benefit ($)(1) | 12/31/2025 Present Value of Accumulated Benefit ($)(2) | | A.K. Silvernail | Retirement Plan | — | — | — | | | Pension Restoration Plan | — | — | — | | | SERP | — | — | — | | | Total | | — | — | | L.T. Loeffler | Retirement Plan | — | — | — | | | Pension Restoration Plan | — | — | — | | | SERP | — | — | — | | | Total | | — | — | | W.T. Hamic | Retirement Plan | 25.00 | 1,115,455 | 1,197,348 | | | Pension Restoration Plan | 25.00 | 1,299,797 | 1,395,224 | | | SERP | — | — | — | | | Total | | 2,415,252 | 2,592,572 | | T.S. Nicholls | Retirement Plan | 27.25 | 1,290,990 | 1,282,148 | | | Pension Restoration Plan | 27.25 | 645,138 | 640,719 | | | SERP | 27.25 | 8,674,184 | 8,398,072 | | | Total | | 10,610,312 | 10,320,939 | | J.R. Saab | Retirement Plan | 17.92 | 693,694 | 747,127 | | | Pension Restoration Plan | 17.92 | 358,497 | 386,111 | | | SERP | — | — | — | | | Total | | 1,052,191 | 1,133,238 | | J.N. Roman | Retirement Plan | — | — | — | | | Pension Restoration Plan | — | — | — | | | SERP | — | — | — | | | Total | | — | — |

  176. Performance-Based Equity

    (1)The calculation of the present value of accumulated benefits as of December 31, 2024, assumes a discount rate of 5.68 percent for annuity payments and deferral periods. Lump sum payment calculations are based on the lower of the December 2024 municipal bond rate of 3.14 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. (2)The calculation of the present value of accumulated benefits as of December 31, 2025, assumes a discount rate of 5.53 percent for annuities and deferral periods. Lump sum payment calculations are based on the lower of the December 2025 average municipal bond rate of 2.96 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). 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. Messrs. Hamic, Nicholls and Saab were hired prior to July 1, 2004, and 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 eligible NEOs. Beginning January 1, 2019, Messrs. Hamic, Nicholls and Saab, along with all other pension-eligible employees, began receiving Retirement Savings Account contributions to the Salaried Savings Plan and Deferred Compensation Savings Plan.

  177. Performance-Based Equity

    | 96 \ | International Paper 2026 Proxy Statement |

  178. Performance-Based Equity

    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. Messrs. Hamic, Nicholls and Saab 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. Mr. Nicholls is the only NEO eligible for the SERP in 2025. SERP benefits vest once the participant reaches age 55 and has completed five years of service. The standard 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. Nicholls has a locked in discount rate under this provision. Mr. Nicholls in 2024, upon request of the Board, agreed to defer his anticipated retirement date elected under the SERP. Agreements to Include Additional Years of Service in Retirement Benefit Calculation Our change in control agreements ("CIC agreements"), as described in greater detail later in this proxy statement, provide additional years of age and service to be added to the calculation of retirement benefits in the event of a qualifying termination of each NEO’s employment following a change in control. The CIC agreement for Mr. Silvernail provides 2.99 additional years of age and service. The legacy CIC agreement for Mr. Nicholls provides three additional years of age and service. The CIC agreements for Messrs. Loeffler, Hamic and Saab provide two additional years of age and service. As of June 30, 2025, Ms. Roman was not an employee of the Company and therefore her 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.

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  180. Performance-Based Equity

    | Executive Compensation Tables / Nonqualified Deferred Compensation in 2025 |

  181. Performance-Based Equity

    | CEO Pay Ratio |

  182. Performance-Based Equity

    | Our CEO to Median Employee Pay Ratio is 164:1 |

  183. Performance-Based Equity

    | CEO Pay Ratio / Equity Compensation Plan Information |