UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

 

Filed by the Registrant   ☒                             Filed by a party other than the Registrant   ☐

Check the appropriate box:

 

☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material Under Rule 240.14a-12

Sylvamo Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

☒		No fee required.
☐		Fee paid previously with preliminary materials.
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

 

Notice of 2022 Annual Meeting of Shareholders of Sylvamo Corporation

 

Meeting Date Monday, May 16, 2022

Meeting Time 12:00 p.m. U.S. Central Time

Meeting Location Hyatt Centric 33 Beale Street Memphis, Tennessee 38103

 

Proposals on which shareholders will vote		Vote recommended by our board of directors
Proposal 1 Elect the nine director nominees named in the proxy statement to our board of directors		FOR each nominee
Proposal 2 Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2022		FOR
Proposal 3 Approve, on a non-binding advisory basis, the compensation of our named executive officers		FOR
Proposal 4 Approve, on a non-binding advisory basis, the frequency — every 1 year, 2 years or 3 years — with which shareholders will vote in future years on a non-binding resolution to approve the compensation of our named executive officers.		FOR “1 year”

Your Vote is Important

 

		Please vote promptly using any of these methods:
		VOTE BY INTERNET		If you are a registered shareholder and you received a notice that the proxy materials are available on the Internet, or you received a full set of proxy materials including a proxy card, go to www.proxypush.com/SLVM and follow the voting instructions on the notice or proxy card that you received.
		VOTE BY PHONE		If you are a registered shareholder and you received a notice that the proxy materials are available on the Internet, or you received a full set of proxy materials including a proxy card, call 866-509-1053 and follow the voting instructions on the notice or proxy card that you received.   If you hold your shares through a bank or broker from which you received a voting instruction form, follow the voting instructions on the form.
		VOTE BY MAIL		If you are a registered shareholder and you received a notice that the proxy materials are available on the Internet, or you received a full set of proxy materials including a proxy card, follow the instructions for voting by mail on the notice or proxy card that you received.   If you hold your shares through a bank or broker from which you received a voting instruction form, follow the voting instructions on the form.
		VOTE AT THE MEETING		Refer below to “Attendance at the Meeting.”

NOTICE OF 2022 ANNUAL MEETING OF SHAREHOLDERS

 

Attendance at the Meeting

To attend the meeting, you must be a shareholder of Sylvamo on the record date. You may vote at the meeting by delivering your completed proxy card in person or by completing and delivering a ballot in person and providing government-issued proof of identification. If you are a beneficial owner of shares held in street name, you may vote at the meeting only if you obtain and bring to the meeting a legal proxy from your broker or bank that is the record holder of your shares, giving you the right to vote those shares in person at the meeting.

Shareholders of record of Sylvamo Corporation common stock (NYSE: SLVM) on the record date of March 23, 2022, are entitled to vote at the meeting and at any postponements or adjournments of the meeting. A list of these shareholders is available at Sylvamo’s offices in Memphis, Tennessee.

By order of the Board of Directors,

 

		Matthew L. Barron Senior Vice President, General Counsel and Corporate Secretary
		April 6, 2022

The following materials of Sylvamo Corporation are available for viewing and printing at www.proxydocs.com/SLVM:

 

•

Notice of 2022 Annual Meeting of Shareholders

 

•

Sylvamo’s 2022 Proxy Statement

 

•

Sylvamo’s 2021 Annual Report, which includes our annual report on Form 10-K

 

•

Sylvamo’s 2021 Annual Review

These materials or a notice that the proxy materials are available on the Internet (“Notice of Internet Availability”) are first being sent to shareholders on or about April 6, 2022.

We will furnish without charge to each person whose proxy is being solicited, upon request of any such person, a copy of our 2021 Annual Report, as filed with the SEC, including the consolidated and combined financial statements and schedules thereto, excluding exhibits. Requests for copies of such report should be sent to our Corporate Secretary, Matthew L. Barron, at 6400 Poplar Avenue, Memphis, TN 38197. Copies of any exhibit to the 2021 Annual Report will be forwarded upon receipt of a written request to our Corporate Secretary at such address, subject to a charge for copying and mailing.

 

Table of Contents

 

 

 

 

TABLE OF CONTENTS

 

 

In this Proxy Statement, references to “Sylvamo,” “the Company,” “we,” “our,” and “us,” refer to Sylvamo Corporation. References to “shareholders,” “you” and “your” refer to our shareholders. References to years refer to our fiscal year, which is the calendar year ending each December 31^st. This proxy statement includes website addresses and references to additional materials found on those websites. These websites and materials are not incorporated into this proxy statement by reference.

This proxy statement includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements regarding our environmental and social goals, commitments and strategies. These statements involve risks and uncertainties. Actual results could differ materially from any future results expressed or implied by the forward-looking statements for a variety of reasons, including due to the risks and uncertainties discussed in our most recent periodic reports on Form 10-K and Form 10-Q and subsequent filings with the U.S. Securities and Exchange Commission (“SEC”). We assume no obligation to update any forward-looking statements or information, which speak as of their respective dates.

 

 

PROXY SUMMARY

 

Proxy Summary

This summary highlights certain information for consideration as you decide how to vote at our 2022 Annual Meeting of Shareholders (“Annual Meeting”). As it is only a summary, please review the complete proxy statement and our 2021 annual report before you vote.

Proxy Voting Roadmap

Our Board of Directors (“Board”) is submitting four proposals for your vote at the Annual Meeting.

Proposal 1

 

 

 

		Recommend that you vote FOR each Nominee

 

Elect the nine director nominees below

 

Jean-Michel Ribiéras Chairman & CEO Sylvamo		Stan Askren CEO & Founder Quiet Trail Advisors Advisor & Lean Business Consultant Lean Focus, LLC		Christine S. Breves SVP & CFO United States Steel Corporation
Jeanmarie Desmond Former EVP & CFO DuPont de Nemours, Inc. Chair of Sylvamo Audit Committee		Liz Gottung Principal & Consultant Liz Gottung LLC Chair of Sylvamo Management Development and Compensation Committee		Joia M. Johnson Former Chief Administrative Officer, General Counsel & Corporate Secretary Hanesbrands Inc.
David Petratis Chairman, President & CEO Allegion plc Chair of Sylvamo Nominating and Corporate Governance Committee and Lead Independent Director		J. Paul Rollinson President & CEO Kinross Gold Corporation		James P. Zallie President & CEO Ingredion Incorporated

Our Board and Nominating and Corporate Governance Committee believe that the nine director nominees encompass the range and balance of backgrounds, expertise and diversity necessary to guide us as we continue implementing the Sylvamo vision to be the investment, supplier and employer of choice. All nine nominees currently serve on our Board.

 

PROXY SUMMARY

 

Highlights – Director Nominees’ Backgrounds and Leadership Experience

 

CEO Experience

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Global Business Leadership

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Strategic Planning

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Finance

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Human Capital

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Marketing / Sales

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Manufacturing Operations

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Manufacturing Industry

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Additional information about our director nominees starts on page 18.

We are committed to sound corporate governance practices, environmental responsibility and a supportive, diverse and inclusive work environment at Sylvamo. Our Board and its committees oversee our strategy, initiatives and progress on our commitment to environmental, social and governance (“ESG”) matters. Information concerning ESG at Sylvamo is available on our website, www.sylvamo.com under “why we care” and “governance,” and in our 2021 annual report on Form 10-K, also available on our website under “investors.”

Highlights – Corporate Governance

 

 

PROXY SUMMARY

 

Highlights – Environmental Responsibility

 

Highlights – Social Responsibility

 

 

PROXY SUMMARY

 

Proposal 2

 

 

 

		Recommend that you vote FOR Proposal 2

 

Ratify Deloitte & Touche LLP as our independent registered public accounting firm for 2022

Information about Deloitte & Touche LLP’s services and fees starts on page 12.

Proposal 3

 

 

 

		Recommend that you vote FOR Proposal 3

 

Approve on a non-binding advisory basis the compensation of our named executive officers (“NEOs”)

We are a new public company. Prior to October 1, 2021, we were a part of International Paper Company (“International Paper” or “IP”). Our named executive officers (“NEOs”) will receive their first full year of compensation from us as a company independent of IP in 2022. Below is a summary of our NEO compensation structure.

Highlights – NEO Compensation

 

Information about an executive compensation starts on page 28.

Proposal 4

 

 

 

		Recommend that you vote FOR “1 Year”

 

Approve on a non-binding advisory basis the frequency – every 1 year, 2 years or 3 years – with which shareholders will vote in future years on a non-binding resolution to approve the compensation of our NEOs

Our Board believes that an annual vote on NEO compensation sets the correct, ongoing cadence for dialog between us and our shareholders on executive compensation matters.

 

 

Proposals Submitted for Your Vote at the 2022 Annual Meeting

This section presents each item of business for the Annual Meeting and the voting recommendations of our Board.

Proposal 1

 

 

Elect nine director nominees to our Board

The Board has nominated our current directors, Jean-Michel Ribiéras, Stan Askren, Christine Breves, Jeanmarie Desmond, Liz Gottung, Joia M. Johnson, David Petratis, J. Paul Rollinson and James P. Zallie, to be elected to serve on our Board until the 2023 annual meeting of our shareholders and the date a qualified successor has been elected.

If an incumbent director nominee does not receive the requisite vote to be elected, the nominee must tender a resignation from the Board, contingent on the Board’s acceptance of the resignation. The Board will announce its decision on the tendered resignation in a current report on Form 8-K or a periodic report filed with the SEC.

Each nominee has consented to being named as a nominee in this proxy statement and serving on the Board if elected.

We do not know of any reason why any nominee would be unable to or would not serve as a director if elected. If, prior to the election, a nominee is unable or unwilling to serve, the shares represented by all valid proxies will be voted for the election of such other person as the Board may nominate, or the Board may reduce its size.

There are no family relationships among our director nominees and executive officers.

More information about the director nominees is in the section of this proxy statement entitled “Executive Officers and Directors.”

 

		Recommend that you vote FOR each nominee

Vote Required to Elect Nominees

Sylvamo has implemented majority voting in uncontested elections of directors. For a nominee to be elected a director at the Annual Meeting, a majority of the votes cast must be “for” the nominee’s election.

Your Voting Options

You may vote “for” or “against” a nominee, or you may “abstain” from voting with respect to a nominee. Abstentions will have no effect on the results.

If you hold your shares in street name, your failure to provide voting instructions to your bank or broker will cause your shares to be considered “broker non-votes” not entitled to vote this proposal. Broker non-votes will have no effect on the results.

Holders of proxies solicited by this proxy statement will vote your proxy received by them as directed on the proxy card or, if no direction is made, “for” the election of all nine nominees.

Proxies cannot be voted for a greater number of individuals than the nine nominees named in this proxy statement.

 

PROPOSALS SUBMITTED FOR YOUR VOTE AT THE 2022 ANNUAL MEETING

 

Proposal 2

 

 

Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm

Our Audit Committee has selected Deloitte & Touche LLP (“Deloitte & Touche”) to serve as our independent registered public accounting firm for 2022.

At the Annual Meeting, our shareholders will vote on a non-binding basis to ratify the appointment of Deloitte & Touche as our independent registered public accounting firm for 2022.

Your ratification of the Audit Committee’s appointment of Deloitte & Touche is not required for the appointment to be valid. However, we value your opinion and believe that shareholder ratification of the appointment is a good corporate governance practice. If this proposal does not receive enough affirmative votes to ratify the appointment of Deloitte & Touche, the Audit Committee will reconsider its selection. Even if the appointment is ratified, the Audit Committee may, in its discretion, appoint a different independent registered public accounting firm at any time, if the Audit Committee determines that such a change would be in our and our shareholders’ best interests.

The Audit Committee first retained Deloitte & Touche as our independent registered public accounting firm in October 2021 immediately following our spin-off from International Paper Company. Deloitte & Touche served in such capacity for all of fiscal 2021.

Representatives of Deloitte & Touche are expected to be present at the Annual Meeting, will have an opportunity to make a statement if they desire to do so and will be available to respond to questions.

 

		Recommend that you vote FOR Proposal 2

Vote Required for Approval

Approval of this proposal requires the affirmative vote of a majority of the quorum at the Annual Meeting.

Your Voting Options

You may vote “for” or “against” ratifying the selection of Deloitte & Touche as our independent registered public accounting firm, or you may “abstain” from voting. Abstentions will have the same effect as votes against this proposal, because they are considered votes present for purposes of a quorum on the vote.

We do not expect there to be any broker non-votes associated with this proposal, because the ratification of our independent registered public accounting firm is a routine matter. As a result, if your shares are held in street name and you do not give your bank or broker instructions on how to vote, your bank or broker may vote your shares in its discretion.

Holders of proxies solicited by this proxy statement will vote your proxy received by them as directed on the proxy card or, if no direction is made, “for” ratification of Deloitte & Touche as our independent registered public accounting firm.

 

PROPOSALS SUBMITTED FOR YOUR VOTE AT THE 2022 ANNUAL MEETING

 

Proposal 3

 

 

Approve, on a non-binding advisory basis, the compensation of our named executive officers

Our Board seeks your approval of the compensation of our NEOs as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K under the U.S. Securities Exchange Act of 1934, as amended (“Exchange Act”), including in the Compensation Discussion and Analysis, related compensation tables and narrative disclosures that accompany the compensation tables. This is typically called a “say-on-pay” vote.

More specifically, our Board asks you to approve the following non-binding resolution:

“Resolved, that the compensation paid to Sylvamo’s named executive officers, as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K under the Exchange Act, including in the Compensation Discussion and Analysis, the related compensation tables and narrative disclosures, is hereby approved.”

Our Management Development and Compensation Committee and the Board will consider the outcome of this vote when making future compensation decisions regarding our NEOs.

 

		Recommend that you vote FOR Proposal 3

Vote Required for Approval

Approval of this proposal requires the affirmative vote of a majority of the quorum at the meeting.

Your Voting Options

You may vote “for” or “against” this proposal, or you may “abstain” from voting. Abstentions will have the same effect as votes against this proposal, because they are considered votes present for purposes of a quorum on the vote.

If you hold your shares in street name, your failure to provide voting instructions to your bank or broker will cause your shares to be considered “broker non-votes” not entitled to vote on this proposal. Broker non-votes will have the same effect as votes against this proposal, because they are considered votes present for purposes of a quorum on the vote.

Holders of proxies solicited by this proxy statement will vote the proxies received by them as directed on the proxy card or, if no direction is made, “for” the non-binding resolution approving the compensation of our NEOs.

 

PROPOSALS SUBMITTED FOR YOUR VOTE AT THE 2022 ANNUAL MEETING

 

Proposal 4

 

 

Approve, on a non-binding advisory basis, the frequency — every 1 year, 2 years or 3 years — with which shareholders will vote in future years on a non-binding resolution to approve the compensation of our named excutive officers

Our Board asks that you cast a non-binding vote on whether future “say-on-pay” votes on our NEO compensation should occur every one, two or three years.

After careful consideration of various arguments supporting each “say-on-pay” voting frequency, the Board determined to recommend that you vote for a “say-on-pay” vote every year. The Board believes that an annual vote sets the correct ongoing cadence for dialogue between us and our shareholders on executive compensation matters and is appropriate for us and our shareholders as we continue our journey as a newly formed company.

This is a non-binding advisory vote, and the voting frequency that you approve will not require the Board to implement the frequency selected by you in future years. The final decision on frequency remains with the Board. However, the Board values your opinion as expressed through your votes and other communications, and the Board and its committees will carefully consider the outcome of this vote and other relevant communications from shareholders when making decisions regarding the frequency of “say-on-pay” votes.

 

		Recommend that you vote FOR “1 Year”

Vote Required to Approve a Voting Frequency

To approve the selection of one of these three frequencies, the affirmative vote of a majority of the quorum at the meeting is required.

If this proposal does not receive the approval of a majority of the quorum, the Board will consider as the non-binding selection of the shareholders the frequency that receives the greatest number of votes.

Your Voting Options

You may vote “for” one of the three frequencies or you may “abstain” from voting. Abstentions will have no effect on the outcome of this proposal.

If you hold your shares in street name, your failure to provide voting instructions to your bank or broker will cause your shares to be considered “broker non-votes” not entitled to vote on this proposal. Broker non-votes will have no effect on the outcome of this proposal.

Holders of proxies solicited by this proxy statement will vote the proxies received by them as directed on the proxy card or, if no direction is made, for “1 Year.”

 

PROPOSALS SUBMITTED FOR YOUR VOTE AT THE 2022 ANNUAL MEETING

 

Please vote as promptly as possible by using any of the following methods:
		INTERNET		If you are a registered shareholder that received a notice that the proxy materials are available on the Internet, or you received a full set of proxy materials including a proxy card, go to www.proxypush.com/SLVM and follow the voting instructions on the notice or proxy card that you received. If you hold your shares through a bank or broker from which you received a voting instruction form, follow the voting instructions on the form.
		PHONE		If you are a registered shareholder that received a notice that the proxy materials are available on the Internet, or you received a full set of proxy materials including a proxy card, call 866-509-1053 and follow the voting instructions on the notice or proxy card that you received. If you hold your shares through a bank or broker from which you received a voting instruction form, follow the voting instructions on the form.
		MAIL		If you are a registered shareholder that received a notice that the proxy materials are available on the Internet, or you received a full set of proxy materials including a proxy card, follow the voting instructions for voting by mail on the notice or proxy card that you received. If you hold your shares through a bank or broker from which you received a voting instruction form, follow the voting instructions on the form.
		AT THE MEETING		Attend the meeting, provide a government-issued proof of identification and vote in person when voting is held during the meeting. If you hold your shares through a bank or broker, you will need to present a legal proxy from your bank or broker that is the record holder of your shares to vote at the meeting.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting

The Annual Meeting Notice, Proxy Statement, Annual Report and Annual Review are available for review at www.proxydocs.com/SLVM.

A Notice of Internet Availability of Proxy Materials, or the Annual Meeting Notice, Proxy Statement, Annual Report, Annual Review and Proxy Card, are first being sent to shareholders on or about April 6, 2022.

 

Information about the Annual Meeting

Meeting Date and Time

The Annual Meeting will be held on Monday, May 16, 2022, at 12:00 p.m. U.S. Central Time. The Annual Meeting will be held at the Hyatt Centric, 33 Beale Street, Memphis, Tennessee 38103.

Shareholders of record of Sylvamo common stock at the close of business on the record date, March 23, 2022, or their duly authorized proxy holders, are entitled to vote on each matter submitted to a vote at the Annual Meeting and at any adjournment or postponement of the meeting. There were 44,109,521 shares of Sylvamo common stock outstanding on March 23, 2022. Each share of common stock is entitled to one vote on each matter to be voted on at the Annual Meeting. A list of shareholders as of the record date will be available for inspection and review upon the request of any shareholder that is sent to our Corporate Secretary at the address in this proxy statement under the heading “How to Contact Us.” We will also make the list available for inspection in person at the Annual Meeting.

Voting and Attendance

Why am I receiving these proxy materials?

We have made these materials available to you or delivered paper copies to you by mail because you are a Sylvamo shareholder of record as of March 23, 2022, and our Board is soliciting your proxy to vote your shares at the Annual Meeting. This proxy statement includes information that we are required to provide to you under SEC rules and is intended to assist you in determining how to vote your shares.

What is a proxy?

A proxy is your legal designation of another person to vote the stock you own. The person you designate is called a proxy. If you designate someone as your proxy in a written document, that document is also called a proxy or a proxy card. By voting electronically on the Internet, voting by telephone, or signing and returning a proxy card, you will have authorized three Sylvamo executive officers — Jean-Michel Ribiéras, Chairman and Chief Executive Officer; John V. Sims, Senior Vice President and Chief Financial Officer; and Matthew L. Barron, Senior Vice President, General Counsel and Corporate Secretary — to represent you as your proxy and vote your shares at the meeting in accordance with your instructions or, if you do not provide instructions, they may vote with respect to each proposal as stated in the section of this proxy statement entitled “Proposals Submitted for Your Vote at the 2022 Annual Meeting.” They also may vote your shares to adjourn the meeting and will be authorized to vote your shares at any postponements or adjournments of the meeting.

What is included in the proxy materials?

The proxy materials for the Annual Meeting include:

 

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Notice of 2022 Annual Meeting of Shareholders (“Annual Meeting Notice”)

 

•

Sylvamo’s 2022 Proxy Statement (“Proxy Statement”)

 

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Sylvamo’s 2021 Annual Report, which includes our annual report on Form 10-K (“Annual Report”)

 

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Sylvamo’s 2021 Annual Review (“Annual Review”).

If you receive a paper copy of the proxy materials, then a proxy card or voting instruction form and pre-paid return envelope are also included. The Annual Meeting Notice (which is included in the Proxy Statement), Proxy Statement, Annual Report and Annual Review are being made available for viewing and printing at www.proxydocs.com/SLVM and are being mailed, along with the accompanying proxy card or voting instruction form, to applicable shareholders beginning on or about April 6, 2022.

 

INFORMATION ABOUT THE ANNUAL MEETING

 

Why did I receive a Notice of the Internet Availability of Proxy Materials instead of a full set of proxy materials?

We are furnishing proxy materials to our shareholders primarily through notice-and-access delivery pursuant to SEC rules. As a result, beginning April 6, 2022, we are mailing to many of our shareholders a notice that the proxy materials are available on the Internet (“Notice of Internet Availability”) containing instructions on how to access the proxy materials on the Internet. Shareholders who have affirmatively requested electronic delivery of our proxy materials will receive instructions via email regarding how to access these materials electronically. Shareholders who have previously requested to receive a paper copy of the materials will receive a full paper set of the proxy materials by mail. Using the notice-and-access method of proxy delivery expedites receipt of proxy materials by our shareholders and reduces the cost of producing and mailing the full set of proxy materials. If you receive a Notice of Internet Availability by mail, you will not receive a paper copy of the proxy materials in the mail unless you request a paper copy. Instead, the Notice of Internet Availability instructs you on how to access the proxy materials and vote on the Internet. To request that a paper copy of the proxy materials be sent to you by mail, follow the instructions in the Notice of Internet Availability.

How many votes must be present to hold the Annual Meeting?

Holders of Sylvamo common stock, present by proxy or by attendance in person at the Annual Meeting, representing a majority of the number of votes entitled to be cast upon any proposal to be considered at the meeting (at least 22,054,761 votes) are required to hold the Annual Meeting. If you properly vote on any proposal, your shares will be included in the number of shares to establish a quorum for the Annual Meeting. Shares held of record and represented by proxy cards marked “abstain,” or returned without voting instructions, will be counted as present for the purpose of determining whether the quorum for the Annual Meeting is satisfied. In addition, if you hold shares through a bank or brokerage account, your shares will also be counted as present for the purpose of determining whether the quorum for the Annual Meeting is satisfied, even if you do not provide instructions to your bank or brokerage firm, resulting in a broker non-vote. We urge you to vote by proxy even if you plan to attend the Annual Meeting in person. That will help us know as soon as possible that we have enough votes to hold the meeting. Returning your proxy will not affect your right to revoke your proxy or to attend the Annual Meeting.

How do I vote my shares?

If you are a “holder of record” (that is, if your shares are registered in your own name with our transfer agent), you have several options. You may vote in advance of the meeting on the Internet, by telephone or by mail using a written proxy card. You may request a written proxy card by following the instructions included on the Notice of Internet Availability that you received. If you are a holder of record, you also will have the option to vote your shares in person at the Annual Meeting by delivering a completed proxy card in person or completing and delivering a ballot in person. We will distribute ballots to holders of record who wish to vote in person at the meeting.

If you hold your shares in “street name” (that is, if you hold your shares through a bank or broker), you have the right to direct your bank or broker how to vote your shares. If you receive a voting instruction form from your bank or broker, please follow the instructions provided on the form. If you do not instruct your bank or broker how to vote your shares, it will nevertheless be entitled to vote your shares with respect to “routine” items, but it will not be permitted to vote your shares with respect to “non-routine” items. In the case of a non-routine item, your shares will be considered “broker non-votes.” Also, you may vote at the meeting if you obtain and bring to the meeting a proxy from your bank or broker that holds your shares giving you the right to vote the shares at the meeting.

How do I attend the Annual Meeting?

The location of the Annual Meeting is Hyatt Centric, 33 Beale Street, Memphis, Tennessee 38103. The meeting will not be held virtually. If you wish to attend the Annual Meeting, please arrive in person no later than 15 minutes before the meeting start time of 12:00 p.m. Central Time on May 16, 2022, to allow sufficient time to sign in and be seated before the meeting commences.

What happens if the Annual Meeting is postponed or adjourned?

Your proxy will still be valid and may be voted at the postponed or adjourned meeting. You will still be able to change or revoke your proxy until it is voted.

 

INFORMATION ABOUT THE ANNUAL MEETING

 

Can I change or revoke my vote or proxy?

Yes, you may change your vote or revoke your proxy at any time before or at the Annual Meeting.

If you are a holder of record, you may change your vote or revoke your proxy by:

 

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casting a new vote by telephone or on the Internet prior to the Annual Meeting;

 

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properly completing and signing another proxy card with a later date and returning the proxy card prior to the Annual Meeting;

 

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giving written revocation to our Corporate Secretary, either in person at the Annual Meeting before voting commences or by mail delivered before the Annual Meeting to our Corporate Secretary at the street address noted in this Proxy Statement under the heading “How to Contact Us;” or

 

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casting a new vote in person at the Annual Meeting.

If you hold your shares in street name through a bank or broker, you may change or revoke your voting instructions by contacting your bank or broker prior to the Annual Meeting.

What if I do not indicate my vote for one or more of the proposals on my proxy card?

If you are a holder of record and you return a signed proxy card without indicating your vote, your shares will be voted as follows:

 

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for Proposal 1 to elect as our directors all nine nominees named in Proxy Statement;

 

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for Proposal 2 to ratify the appointment of Deloitte & Touche as our independent registered public accounting firm for 2022;

 

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for Proposal 3 to approve, on a non-binding advisory basis, the compensation of our NEOs; and

 

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for “1 Year” on Proposal 4 to approve, on a non-binding advisory basis, the frequency with which we will hold advisory votes in future years on the compensation of our NEOs.

If you are a holder of record and you do not return a proxy card or vote in person at the Annual Meeting, your shares will not be voted and will not count toward the quorum necessary to hold the meeting.

If your shares are held in street name and you do not give your bank or broker instructions on how to vote, your shares will still be counted toward the quorum requirement for the Annual Meeting provided that your bank or broker votes your shares utilizing its discretionary authority for Proposal 2 as noted below. The failure to instruct your bank or broker how to vote will impact the vote on the proposals for consideration at the Annual Meeting as follows:

 

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Proposals 1, 3 and 4 — if you do not provide voting instructions, your bank or broker will not be permitted to vote your shares at all, and your shares will be considered broker non-votes. A broker non-vote will have no effect on the outcome of Proposals 1 and 4. A broker non-vote will have the same effect as a vote against Proposal 3.

 

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Proposal 2 — your bank or broker may vote your shares at its discretion.

Will my vote be confidential?

Yes. Your vote is confidential and will not be disclosed to our directors or employees, unless in accordance with law.

Will our directors attend the Annual Meeting?

Yes, we expect that all of our directors will attend the meeting.

Who will solicit proxies on behalf of Sylvamo?

Sylvamo pays the cost of preparing proxy materials and soliciting your vote. Proxies may be solicited on our behalf by our directors, officers or employees by telephone, email or other electronic transmission or in person, without compensation. We have hired Alliance Advisors, LLC to solicit proxies for an estimated fee of approximately $25,000, plus expenses.

 

INFORMATION ABOUT THE ANNUAL MEETING

 

What is householding?

We have adopted “householding,” a procedure by which shareholders of record who have the same address and last name and do not participate in electronic delivery will receive only one copy of the Notice of Internet Availability or the proxy materials, unless one or more of those shareholders notifies us that they wish to continue receiving individual copies. This procedure saves us printing and mailing costs. Shareholders will continue to receive separate proxy cards. We will deliver promptly, upon written or oral request, a separate copy of the Notice of Internet Availability or the proxy materials to a shareholder at a shared address to which a single copy of the documents was delivered. To request separate copies of the Notice of Internet Availability or the proxy materials, either now or in the future, please send your written request to our Corporate Secretary at the address in this Proxy Statement under the heading “How to Contact Us.”

How do I change future proxy delivery options?

If you hold your shares in street name and wish to receive separate copies of future Notices of Internet Availability or sets of proxy materials, or if you currently receive multiple copies of the Notice of Internet Availability or multiple sets of proxy materials and would like to receive a single copy or set, please call Broadridge Financial Solutions, Inc., at 1-866-540-7095, or send your written request to:

Broadridge Financial Solutions, Inc.

Householding Dept.

51 Mercedes Way

Edgewood, NY 11717

Communicating with the Board

How do I communicate with the Board?

Shareholders or other interested parties may communicate with our entire Board, the Chairman, the independent directors as a group, the Lead Independent Director or any one of the directors by writing to our Corporate Secretary at the address in this Proxy Statement under the heading “How to Contact Us.” Our Corporate Secretary will forward all communications relating to Sylvamo’s interests, other than business solicitations, advertisements, job inquiries or similar communications, directly to the appropriate director(s).

Matters Pertaining to Sylvamo’s 2023 Annual Meeting of Shareholders

What is the deadline for consideration of Rule 14a-8 shareholder proposals for the 2023 annual meeting of shareholders?

A shareholder who wishes to submit a shareholder proposal to be included in our proxy statement for the 2023 annual meeting of shareholders must send the proposal to our Corporate Secretary at the address above. We must receive the proposal in writing on or before December 7, 2022, and the proposal must comply with SEC rules, including Rule 14a-8.

Can I nominate a director in connection with the 2023 annual meeting of shareholders?

Yes. If you would like to make a director nomination for the 2023 annual meeting of shareholders, you must submit such nomination in accordance with the advance notice provisions in our amended and restated bylaws (“Bylaws”), which are available for review as an exhibit linked to our 2021 annual report on Form 10-K, accessible at www.sylvamo.com at the “investors” link. Any such nomination must be received by our Corporate Secretary no earlier than January 16, 2023 and no later February 15, 2023 (assuming we do not hold our 2023 annual meeting more than 30 days before or 70 days after the anniversary date of the Annual Meeting), and any such nomination must include all information required by our Bylaws in connection with such nomination, including with respect to both the shareholder proponent and the nominee, and such nomination must otherwise comply with our Bylaws. In the event any director nomination is made in accordance with our Bylaws as set forth above, our Nominating and Corporate Governance Committee will consider the nominee as a potential nominee for election to our Board at our 2023 annual meeting.

 

INFORMATION ABOUT THE ANNUAL MEETING

 

Can I raise other business at the 2023 annual meeting of shareholders?

Yes. If you would like to raise any business (other than director nominations) that is not the subject of a proposal submitted for inclusion in our proxy statement for the Annual Meeting pursuant to Rule 14a-8 under the Exchange Act, you must raise such business in accordance with the advance notice provisions set forth in our Bylaws. Any such notice must be received by our Corporate Secretary no earlier than January 16, 2023, and no later February 15, 2023 (assuming we do not hold our 2023 annual meeting more than 30 days before or 70 days after the anniversary date of our Annual Meeting), and must otherwise include all information required by our Bylaws in connection with the proposal of any such business and otherwise comply with our Bylaws.

 

Corporate Governance

Board Composition and Director Independence

Our business and affairs are managed under the direction of our Board. Currently, the size of our Board is nine directors. Our directors are elected annually to serve until the next annual meeting of shareholders or until their successors are duly elected and qualified.

The number of members on our Board may be fixed by majority vote of the members of our Board. Any vacancy in our Board will be filled by an affirmative vote of at least a majority of the directors then in office, even if less than a quorum, or by a sole remaining director. Each director will hold office until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation or removal.

Our Board has previously determined that Stan Askren, Christine S. Breves, Jeanmarie Desmond, Liz Gottung, Joia M. Johnson, David Petratis, J. Paul Rollinson and James P. Zallie are independent in accordance with applicable rules and regulations of the SEC and the New York Stock Exchange (“NYSE”).

Board Leadership Structure

Our Board is currently led by our Chairman and Chief Executive Officer, Jean-Michel Ribiéras. Our Board does not mandate the separation of the offices of Chairman and Chief Executive Officer. Our Board believes it is important to retain its flexibility to allocate the responsibilities of the offices of the Chairman and Chief Executive Officer in any way that is in the best interests of Sylvamo at a given point in time. The independent directors on our Board elected David Petratis as our Lead Independent Director, who presides over meetings of the independent directors, has authority over certain governance matters and organizes the process for the independent directors’ annual performance review of the Chief Executive Officer. Our Board believes this governance structure currently promotes a balance between the Board’s independent authority to oversee our business and the Chief Executive Officer and his management team who manage the business on a day-to-day basis. Our Board expects to periodically review its leadership structure to ensure that it continues to meet our needs.

Board Committees

Our Board has an Audit Committee, a Management Development and Compensation Committee and a Nominating and Corporate Governance Committee. The composition, duties and responsibilities of these committees are as set forth in the table below. In the future, our Board may establish other committees as it deems appropriate to assist it with its responsibilities.

 

Board Member		Audit Committee		Management Development and Compensation Committee		Nominating and Corporate Governance Committee
Jean-Michel Ribiéras
Stan Askren		●		●
Christine S. Breves		●
Jeanmarie Desmond		● chair				●
Liz Gottung				● chair		●
Joia M. Johnson				●		●
David Petratis						● chair
J. Paul Rollinson				●
James P. Zallie		●

 

CORPORATE GOVERNANCE

 

Audit Committee

The Audit Committee, which consists of Jeanmarie Desmond (Chair), Stan Askren, Christine S. Breves and James P. Zallie, has the responsibility for, among other things, assisting the Board in reviewing and monitoring the quality and integrity of our financial statements, reviewing our accounting, financial and external reporting policies and practices, assessing our independent auditor’s qualifications and independence, overseeing the performance of our internal audit function and independent auditors, overseeing our compliance with legal and regulatory requirements and monitoring the risk of financial fraud involving our management and the controls in place to prevent, deter and detect fraud. The charter of our Audit Committee is available without charge on the investor relations portion of our website at https:// investors.sylvamo.com/governance/governance-documents. It is also available without charge in print to any shareholder who requests it by sending their request to our Corporate Secretary at the address in this Proxy Statement under the heading “How to Contact Us.”

Our Board has determined that each director serving on the Audit Committee meets the independence requirements of Rule 10A-3 under the Exchange Act and the applicable listing standards of NYSE. Our Board has determined that all directors on the Audit Committee are “financially literate” and that each of Ms. Desmond, Ms. Breves and Mr. Askren is an “audit committee financial expert” within the meaning of SEC regulations and applicable listing standards of NYSE.

Audit Committee Engagement and Oversight of Independent Registered Public Accounting Firm

The Audit Committee is responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm retained to audit our financial statements (sometimes referred to below as the “auditor”). To that end, the Audit Committee has adopted pre-approval policies and procedures for services performed by the independent registered public accounting firm. These policies and procedures are intended to assure that the provision of services by the auditor does not impair the auditor’s independence. Pursuant to these policies and procedures, each year the Audit Committee receives a listing for services pre-approval that describes nature of work encompassed by the “audit,” “audit-related,” “tax” and “all other” auditor service categories. The term of any pre-approval is for the calendar year following the date of pre-approval, unless the Audit Committee specifically provides for a different period. The fees for all services pre-approved by the Audit Committee must be fixed or based on standard hourly rates for professional time incurred. Contingent fee arrangements are not permitted. If, subsequent to the pre-approval, specific services are considered by our management were not considered in the pre-approval categories, or the proposed cumulative fees are expected to exceed the pre-approval category range, then appropriate members of management and the auditor must request further approval of the Audit Committee, presenting information that is designed to validate that the proposed services or excess fees are consistent with the SEC’s rules on auditor independence.

The Audit Committee engaged Deloitte & Touche to perform an annual audit of Sylvamo’s financial statements for our fiscal year ended December 31, 2021. We were formed on March 11, 2021, as a subsidiary of International Paper, and we became a public company by spin-off from International Paper on October 1, 2021. Our Audit Committee as comprised of independent directors became operative in October 2021, at which time it ratified the appointment of Deloitte & Touche as our independent registered public accounting firm and ratified and approved the fees for 2021 for each category of auditor services.

Independent Auditor Fees and Services

The information below reports on the fees paid by us with respect to services provided by Deloitte & Touche in 2021. All services rendered by Deloitte & Touche are permissible under applicable laws and regulations.

 

		2021 ($, in thousands)
Audit Fees			4,638
Audit-Related Fees			—
Tax Fees			184
All Other Fees			—
Total Fees			4,822

 

CORPORATE GOVERNANCE

 

Pursuant to rules adopted by the SEC, the fees paid to Deloitte & Touche for the services that it provided in 2021 are presented in the table above under the following categories:

 

•

Audit Fees. These are fees for audit services, services associated with SEC filings (Including review of our quarterly financial information) and statutory and subsidiary audits.

 

•

Audit-Related Fees. There were no fees in this category, which includes fees for accounting and tax accounting consultations, cybersecurity risk management program reporting, acquisition and divestiture services, employee benefit plans audits, consultations related to communications with the SEC and other regulators and research tools.

 

•

Tax Fees. These are fees for tax planning and advice, tax compliance, review and consultation on regulatory matters and advice on tax-related organizational matters.

 

•

All Other Fees. There were no fees in this category, which includes fees for other permissible work that does not meet the above category descriptions.

Audit Committee Report

The following is the report of the Audit Committee with respect to our audited financial statements for the fiscal year ended December 31, 2021.

The Audit Committee assists the board of directors in its oversight of Sylvamo’s financial reporting processes and the independent audit of Sylvamo’s financial statements. The Audit Committee’s responsibilities are more fully described in its charter, which is available at www.sylvamo.com under the “Investors” tab at the “Governance – Governance Documents” link. Paper copies of the Audit Committee charter may be obtained, without cost, by written request to Mr. Matthew L. Barron, Corporate Secretary, Sylvamo Corporation, 6400 Poplar Avenue, Memphis, TN 38197.

Sylvamo’s management is responsible for Sylvamo’s internal controls and financial reporting processes, and for preparing Sylvamo’s financial statements. Deloitte & Touche LLP (“Deloitte”), an independent registered public accounting firm, performed an independent audit of Sylvamo’s financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”) and expressed an opinion on the conformity of the financial statements to accounting principles generally accepted in the United States of America. For the 2021 fiscal year, Sylvamo’s management did not provide an assessment report on, and there was no audit of, Sylvamo’s internal control over financial reporting, as permitted by rules of the Securities and Exchange Commission (“SEC”) applicable to newly public companies.

Against this background, in fulfilling its oversight responsibilities, the Audit Committee has reviewed and discussed with management and Deloitte Sylvamo’s audited financial statements for the 2021 fiscal year. The Audit Committee has discussed with Deloitte the matters required to be discussed by PCAOB Auditing Standard No. 1301, “Communications with Audit Committees,” and the SEC. The Audit Committee has received the written disclosures and the letter from Deloitte required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence, and has discussed with Deloitte its independence from Sylvamo and its management. The Audit Committee has also considered whether the provision of non-audit services by Deloitte is compatible with maintaining the firm’s independence.

 

CORPORATE GOVERNANCE

 

Based on the review and discussions referred to above, the Audit Committee recommended to Sylvamo’s Board that Sylvamo’s audited financial statements be included in Sylvamo’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

By the Audit Committee

 

•

Jeanmarie Desmond, Chair

 

•

Stan Askren

 

•

Christine S. Breves

 

•

James P. Zallie

Management Development and Compensation Committee

The Management Development and Compensation Committee, which consists of Liz Gottung (Chair), Stan Askren, Joia M. Johnson and J. Paul Rollinson, is responsible for overseeing Sylvamo’s overall compensation programs, approving the compensation of our senior vice presidents, recommending the CEO’s compensation to our independent directors for approval, performing the CEO’s performance evaluation, reviewing with management our annual Compensation Discussion and Analysis, assessing risk associated with our compensation strategy and programs, advising management on human capital management strategies (including culture, diversity and inclusion strategies, programs and initiatives), reviewing and recommending actions based on the results of shareholder advisory votes on our executive compensation, and ensuring that we have in place policies and programs for the development of senior management and succession planning. The charter of our Management Development and Compensation Committee is available without charge on the investor relations portion of our website at https://investors.sylvamo.com/governance/governance-documents. A paper copy is available without charge to any shareholder who requests it by sending the request to our Corporate Secretary at the address in this Proxy Statement under the heading “How to Contact Us.”

Each director serving on the Management Development and Compensation Committee qualifies as a “non-employee director” as defined in Exchange Act Rule 16b-3.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee, which consists of David Petratis (Chair), Jeanmarie Desmond, Liz Gottung and Joia M. Johnson, is responsible for assuring that the Company abides by sound corporate governance principles, identifying, evaluating and recommending nominees to the Board for election as our directors, assuring that shareholder communications (including shareholder proposals for inclusion in our annual proxy statement) are addressed appropriately, assuring that processes are in place for the evaluation of the Board, its committees and management, overseeing Board evaluations and providing oversight and guidance on sustainability and environmental, social and governance matters. The charter of our Nominating and Corporate Governance Committee is available without charge on the investor relations portion of our website at https://investors.sylvamo.com/governance/governance-documents. A paper copy is available without charge to any shareholder who requests it by sending the request to our Corporate Secretary at the address in this Proxy Statement under the heading “How to Contact Us.”

Compensation Committee Interlocks and Insider Participation

None of our executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee of any entity that has one or more of that entity’s executive officers serving on our Board or our Management Development and Compensation Committee.

Risk Oversight

Our Board as a whole has responsibility for overseeing our risk management. The Board exercises this oversight responsibility directly and through its committees. The oversight responsibility of the Board and its committees is informed by reports from our management team and from our internal audit department that are designed to provide visibility to the Board into the identification and assessment of

 

CORPORATE GOVERNANCE

 

key risks and our risk mitigation strategies. The full Board has primary responsibility for evaluating strategic and operational risk management and succession planning. Our Audit Committee is responsible for overseeing our major financial and accounting risk exposures and the steps our management has taken to monitor and control these exposures, including policies and procedures for assessing and managing risk, which includes oversight of compliance related to legal and regulatory exposure, as well as cybersecurity risk, and meets regularly with our chief legal and compliance officers. Our Management Development and Compensation Committee evaluates risks arising from our compensation policies and practices. Our Nominating and Corporate Governance Committee evaluates risks involving potential conflicts of interest and related party transactions. These committees report to the full Board regarding these and other matters.

Governance and Ethics Policies

Our Board has adopted the following policies that set forth standards of good corporate governance and ethics and reflect our guiding principle to always do the right things, in the right ways, for the right reasons:

 

•

Corporate Governance Guidelines

 

•

Code of Conduct

 

•

Code of Financial Ethics

 

•

Whistleblower Policy

The Corporate Governance Guidelines set forth our policies and procedures relating to corporate governance and comply with the requirements of the NYSE. Our Corporate Governance Guidelines are available on our website at https://investors.sylvamo.com/governance/governance-documents.

The Code of Conduct is applicable to our directors, officers and employees, including our Chief Executive Officer, Chief Financial Officer and other senior officers, in accordance with applicable rules and regulations of the SEC and the NYSE. Our Code of Conduct is available on our website at https://www.sylvamo.com/us/en/people—communities/ ethics—compliance. We intend to disclose any amendments to the Code of Conduct and any waivers of its requirements on our website.

Paper copies of the Corporate Governance Guidelines and Code of Conduct are available, free of charge, to any shareholder who requests it by sending their request to our Corporate Secretary at the address in this Proxy Statement under the heading “How to Contact Us.”

The Code of Financial Ethics is applicable to our directors, officers and employees and addresses matters intended to deter wrongdoing and promote a culture of ethical and honest behavior.

The Whistleblower Policy sets forth our policies and procedures by which any person may report perceived financial or other misconduct concerning Sylvamo, on an anonymous basis in the discretion of the reporting person.

The Code of Financial Ethics and Whistleblower Policy are available on our website at https://investors.sylvamo.com/governance/governance-documents.

Director Nomination Process

Our Nominating and Corporate Governance Committee considers appropriate criteria for filling vacant board of director positions, taking into consideration such factors as it deems appropriate, including the candidate’s experience and professional success, leadership and the highest level of personal and professional ethics, integrity and values. The Nominating and Corporate Governance Committee seeks qualified candidates with diverse backgrounds to promote diversity of thought and experience. The Nominating and Corporate Governance Committee makes recommendations to the full Board which in turn will make the final determination whether to nominate or appoint the new director after considering the Nominating and Corporate Governance Committee’s recommendation. The Nominating

 

CORPORATE GOVERNANCE

 

and Corporate Governance Committee will consider director candidates proposed by shareholders on the same basis as recommendations from other sources. Any shareholder who wishes to recommend a prospective candidate for the Board for consideration by the Nominating and Corporate Governance Committee may do so by submitting the name and qualifications of the prospective candidate, among other things, in writing to our Corporate Secretary at the address in this Proxy Statement under the heading “How to Contact Us.” Any such submission should also describe the experience, qualifications, attributes and skills that make the prospective candidate a suitable nominee for the Board. Our Bylaws set forth the requirements and procedures for director nomination by a shareholder of persons for election to the Board.

Director “Overboarding” Limits

Our Corporate Governance Guidelines provide that our directors may serve on no more than three public company boards of directors, in addition to Sylvamo’s Board. They also provide that our Audit Committee members may serve on no more than three public company audit committees without first engaging in a process whereby the Board evaluates the potential impact of the proposed additional audit committee service on their ability to serve effectively on the Audit Committee.

Mandatory Director Retirement

Pursuant to our Corporate Governance Guidelines, directors must retire from our Board effective no later than December 31^st of the year in which the director attains the age of 75 years.

Executive Sessions

The NYSE’s listing standards require that our non-management directors meet regularly in executive session without management present. Our Corporate Governance Guidelines require our independent, non-management directors to hold two such executive sessions per year. We were not a public company for the entire 2021 year, but subsequent to our becoming a public company on October 1, 2021 through December 31, 2021, our independent directors held one executive session without management present. Our directors also periodically hold executive sessions of all directors including our management director, and in 2021 they held one executive session for all directors. The presiding director at the executive sessions of independent directors is our Lead Independent Director. Executive sessions are of no fixed duration, and our directors are encouraged to raise and discuss any matters of interest.

Director Attendance at Board and Committee Meetings

The Board and its committees hold meetings on at least a quarterly basis. Subsequent to our becoming a public company on October 1, 2021 through December 31, 2021: the Board met once; the Audit Committee met twice; the Management Development and Compensation Committee met once; and the Nominating and Corporate Governance Committee met once. Each incumbent director attended 100% of the meetings of the Board and the committees on which he or she served.

Board Self-Assessments

Pursuant to our Corporate Governance Guidelines, the Nominating and Corporate Governance Committee annually initiates and oversees self-assessments by the Board and its committees in accordance with NYSE rules, reviews and discusses the self-assessments, and reports its findings and recommendations to the Board. We became a public company on October 1, 2021, and the first self-assessments to be conducted by our Board and its committees will be in 2022.

 

CORPORATE GOVERNANCE

 

Shareholder Engagement

We expect all of our directors to attend our annual meetings of shareholders and be available to answer questions from shareholders at the meetings. Between meetings, we expect Jean-Michel Ribiéras, our Chairman and Chief Executive Officer, and/or John V. Sims, our Senior Vice President and Chief Financial Officer, to engage with shareholders on a regular basis at industry and financial conferences, road shows and one-on-one meetings.

Communicating with the Board

Our Board has adopted a Board of Directors Communication Policy because the Board values the input and insights of our shareholders and other interested parties and believes that effective communication strengthens the role of the Board as an active, informed and engaged body. To facilitate communication, the policy outlines the procedures for communicating with the Board, the committees of the Board and the members of the Board or any of its committees. Our Board of Directors Communication Policy is available for review at https://investors.sylvamo.com/governance/governance-documents.

Shareholders and other interested parties may contact an individual director, the Board as a group or a specified Board committee or group, including the independent directors as a group, by email or by mail sent to our Corporate Secretary at the address in this Proxy Statement under the heading “How to Contact Us.”

Each communication should specify the applicable addressee or addressees to be contacted as well as the general topic of the communication. Sylvamo will initially receive and process the communications before forwarding them to the addressee. Sylvamo will not forward to the directors a communication that it determines to be primarily commercial in nature or related to an improper or irrelevant topic, or that requests general information about Sylvamo.

Certain Securities Transactions

Short Sales and Options

Our Board has adopted a policy that prohibits our directors and executive officers from short sales of and options trading in our securities (including puts and calls). Short sales and such other transactions may evidence an expectation on the part of the seller that our securities will decline in value and signal to the market an absence of confidence in our short-term prospects, as well as potentially reduce the seller’s incentive to improve our performance.

Pledges and Hedges

In addition, the policy prohibits any of our directors and executive officers from pledging our securities or engaging in hedging transactions in our securities. Certain forms of hedging or monetization transactions (such as zero-cost collars and forward sale contracts) allow a person to lock in much of the value of his or her stock holdings, often in exchange for all or part of the potential appreciation in the stock. These transactions allow the person to continue to own the stock, but without the full risks and rewards of ownership. When that occurs, the person may no longer have the same objectives as our other shareholders. See page 37 for additional information.

Procedures for Treatment of Complaints Regarding Accounting, Internal Accounting Controls and Auditing Matters

In accordance with the Sarbanes-Oxley Act, our Board has adopted procedures for the receipt, retention and treatment of complaints regarding accounting controls or auditing matters and to allow for the confidential, anonymous submission by employees and others of concerns regarding questionable accounting or auditing matters.

 

Executive Officers and Directors

Below is a list of the names, ages as of April 6, 2022, positions and brief accounts of the business experience of the individuals who serve as our executive officers and directors.

 

Name		Age		Position
Jean-Michel Ribiéras		59		Chairman and Chief Executive Officer
John V. Sims		59		Senior Vice President and Chief Financial Officer
Matthew L. Barron		50		Senior Vice President, General Counsel and Corporate Secretary
Thomas A. Cleves		59		Senior Vice President, Corporate Affairs
Rodrigo Davoli		43		Senior Vice President and General Manager, Latin America
Greg C. Gibson		61		Senior Vice President and General Manager, North America
Peggy Maes		57		Senior Vice President and Chief People Officer
Oliver Taudien		50		Senior Vice President and General Manager, Europe
Patrick Wilczynski		53		Senior Vice President, Operational Excellence
Stan Askren		61		Director
Christine S. Breves		66		Director
Jeanmarie Desmond		55		Director
Liz Gottung		65		Director
Joia M. Johnson		62		Director
David Petratis		64		Director
J. Paul Rollinson		60		Director
James P. Zallie		60		Director

 

EXECUTIVE OFFICERS AND DIRECTORS

 

Executive Officers

 

		Jean-Michel Ribiéras   Chairman and Chief Executive Officer; Director   Jean-Michel Ribiéras has been our Chairman and Chief Executive Officer since October 2021 and a director since Sylvamo’s formation in March 2021. Mr. Ribiéras was our President from March 2021 until October 2021. Previously, Mr. Ribiéras held various positions with International Paper, where he accumulated over 26 years of experience. He served as Senior Vice President — Industrial Packaging of the Americas of International Paper from June 2018 until March 2021. He previously served as Senior Vice President — Global Cellulose Fibers of International Paper from July 2016 through June 2018 and led the integration of Weyerhaeuser’s cellulose fibers business with International Paper’s pulp business. Prior to that role, he served International Paper as Senior Vice President and President, Europe, Middle East, Africa and Russia from 2013 until June 2016, and as Vice President and President, Latin America from 2009 until 2013. He previously held a variety of roles of increasing responsibility at International Paper in Europe and in the United States, including Vice President of European Papers from 2002 to 2004 and Vice President of International Paper’s Pulp and Converting Papers businesses from 2005 to 2009. Mr. Ribiéras has a bachelor’s degree in Management from École Supérieure des Dirigeants d’Entreprise (France) and a Master of Marketing from University of Hartford, and has completed INSEAD’s advanced management program (France).   Qualifications We believe Mr. Ribiéras brings to our Board extensive experience and leadership skills, developed from his nearly three decades of experience with International Paper, including with businesses that now comprise Sylvamo, and his experience running the European, Latin American and North American segments of Sylvamo, which makes him a valuable member of our Board.

 

		John V. Sims   Senior Vice President and Chief Financial Officer   John V. Sims has been our Senior Vice President and Chief Financial Officer since October 2021. Mr. Sims served as Senior Vice President, Corporate Development of International Paper from December 2019 until October 2021. Mr. Sims served as Senior Vice President and President, Europe, the Middle East, Africa and Russia of International Paper from 2016 until December 2019. He became Vice President and General Manager, European Papers of International Paper in March 2016, and prior to that served as the Vice President and General Manager for International Paper’s North American Papers business from 2014. Mr. Sims first became an officer of International Paper in 2008 when he was appointed Vice President, Strategic Planning. He then served as Vice President, Finance and Strategy for International Paper’s North American Industrial Packaging business before assuming general management responsibility for International Paper’s U.S. Imaging Papers business, and then for its North American Papers division. Mr. Sims holds a degree in Mechanical Engineering from the U.S. Naval Academy and a Master of Business Administration from the University of Michigan.

 

		Matthew L. Barron   Senior Vice President, General Counsel and Corporate Secretary   Matthew L. Barron has been our Senior Vice President, General Counsel and Corporate Secretary since October 2021. From 2018 until October 2021, Mr. Barron served as International Paper’s Associate General Counsel with responsibility for corporate law, environmental, health and safety, information technology and intellectual property. In 2014, Mr. Barron was appointed Associate General Counsel supporting International Paper’s Papers, Pulp and Consumer Packaging businesses, and after the acquisition of Weyerhaeuser’s Cellulose Fibers business in 2016, he was dedicated to International Paper’s Global Cellulose Fibers business. In 2011, he was named Finance Director, Consumer Packaging of International Paper, and later served as General Counsel for xpedx, International Paper’s former distribution business, where he assisted with the spin-off of that division. Mr. Barron spent his first five years at International Paper as an attorney in the company’s corporate law department, responsible for mergers, acquisitions and securities law. Mr. Barron joined International Paper in 2006, after working for the law firm of Sullivan & Worcester LLP in Boston, Massachusetts. Mr. Barron has served on the board of directors of the Mid-South Food Bank since 2016 and previously served on the board of directors of ASG Worldwide (AGI-Shorewood), a business of Atlas Holdings LLC. He has a bachelor’s degree in Accounting from Fairfield University and a J.D. from the University of Connecticut.

 

		Thomas A. Cleves   Senior Vice President, Corporate Affairs   Thomas A. Cleves has been our Senior Vice President, Corporate Affairs since October 2021. Mr. Cleves served as International Paper’s Vice President, Global Citizenship, with responsibility for sustainability, community engagement, communications and corporate marketing, from 2015 until October 2021. In 2007, Mr. Cleves was named International Paper’s Vice President, Investor Relations, and served as its Vice President and General Manager, Containerboard and Recycling from 2011 to 2015. During his career, Mr. Cleves has worked in sales, marketing, strategic planning, general management and leadership roles in International Paper’s fine papers, printing papers and Industrial Packaging businesses. Mr. Cleves entered the paper and packaging industry in 1983 and joined International Paper in 1987 with the acquisition of Hammermill Paper Company. He serves on the board of trustees for the Memphis Shelby Crime Commission. Mr. Cleves has a bachelor’s degree in Business Management from Northern Kentucky University and a Master of Business Administration from Northwestern University.

 

EXECUTIVE OFFICERS AND DIRECTORS

 

 

EXECUTIVE OFFICERS AND DIRECTORS

 

		Rodrigo Davoli   Senior Vice President and General Manager, Latin America   Rodrigo Davoli has been our Senior Vice President and General Manager, Latin America since October 2021. He served as International Paper’s Vice President, Latin America printing papers business and President of International Paper Brazil from 2017 until October 2021. From 2011 to 2017, Mr. Davoli served as Marketing Manager, European Papers of International Paper. Mr. Davoli served as General Sales Manager of IPEX, International Paper’s export company, and as Commercial Director for its Latin America printing papers business from 2016 to 2017. He has also held a variety of leadership positions at International Paper in finance, strategic planning, marketing and sales. Mr. Davoli entered the paper and packaging industry in 1993 and joined International Paper with the merger of Champion International in 2000. Mr. Davoli serves on the Brazilian Pulp and Paper Association Board. He has bachelor’s degree in Law from Unipinhal University (Brazil) and an International Executive Master of Business Administration from São Paulo University (Brazil).

 

		Greg C. Gibson   Senior Vice President and General Manager, North America   Greg C. Gibson has been our Senior Vice President and General Manager, North America since October 2021. Mr. Gibson served as International Paper’s Vice President and General Manager, North American Papers from 2016 to October 2021. He previously served as Vice President and General Manager for multiple International Paper commercial divisions, including Commercial Printing and Imaging papers, European Papers, European Packaging, Coated Paperboard and North American Papers. Mr. Gibson joined International Paper in 2000 as part of International Paper’s merger with Champion International. During his career, Mr. Gibson has held a variety of sales, marketing and general management roles. Mr. Gibson entered the paper and packaging industry in 1982. Mr. Gibson has served on the boards of directors of the American Forest & Paper Association, Confederation of European Paper Industries, United Way of the Mid South and the Juvenile Diabetes Research Foundation. He also serves on the City of Hope Medical Center National Business Products Council. Mr. Gibson has a bachelor’s degree in Economics from DePauw University.

 

EXECUTIVE OFFICERS AND DIRECTORS

 

		Peggy Maes   Senior Vice President and Chief People Officer   Peggy Maes has been our Senior Vice President and Chief People Officer since October 2021. Ms. Maes served as International Paper’s Human Resources Director, Europe, Middle East and Africa from 2014 to October 2021. Ms. Maes has 37 years of human resources experience, including helping multi-national corporations with start-ups, turnarounds, acquisitions and spin-offs. She spent 15 years working in high-tech industries and then as a consultant for start-up companies. She also worked in global human resources and talent management roles for Ingersoll Rand and Stanley Black & Decker. Ms. Maes has a bachelor’s degree in Economics from Instituut FUNCK (Belgium) and a Master of General Management from Solvay Brussels School (Belgium).

 

		Oliver Taudien   Senior Vice President and General Manager, Europe   Oliver Taudien has been our Senior Vice President and General Manager, Europe since October 2021. Previously at International Paper, Mr. Taudien served as Chief Financial Officer and Strategy Director for Europe, Middle East and Africa from 2016 to October 2021. During his career, he has held leadership roles across multiple geographic regions in finance and strategy, information technology and general management. He served in roles such as Business Analysis Director at International Paper’s global headquarters, International Paper’s European Papers Finance Director, its Finance Director for Europe, Middle East and Africa Packaging, its Information Technology director and its General Manager for the Corrugated Packaging business in Italy. Mr. Taudien joined International Paper in 1998. Mr. Taudien has a Master of Business from the University of Cologne (Germany).

 

 

EXECUTIVE OFFICERS AND DIRECTORS

 

		Patrick Wilczynski   Senior Vice President, Operational Excellence   Patrick Wilczynski has been our Senior Vice President, Operational Excellence since October 2021. From 2019 until October 2021, he served as International Paper’s Vice President, Capital Effectiveness. From 2018 to 2019, he was International Paper’s Vice President, Global Technology and Strategic Initiatives. From 2016 to 2018, he was International Paper’s Vice President and General Manager, Coated Paperboard and Foodservice. He served as International Paper’s Vice President, Global Manufacturing Safety in 2015, where he helped establish its safety leading indicators program. In 2012, Mr. Wilczynski was named International Paper’s Vice President, Manufacturing for Europe, Middle East and Africa. Mr. Wilczynski has held a variety of leadership roles in operations, technical services, manufacturing, environmental, health and safety and finance. Mr. Wilczynski joined International Paper in 1992. He began his career working in engineering and operating roles within International Paper’s printing papers mill system. Mr. Wilczynski has a bachelor’s degree in Mechanical Engineering Technology from Pennsylvania State University.

Directors

 

		Stan Askren   Director   Stan Askren has served as a member of our Board since October 2021. Since 2018, Mr. Askren has served as Chief Executive Officer and Founder of Quiet Trail Advisors, a private, senior-level strategy and lean business advisory practice. He also currently serves as an advisor and lean business consultant for Lean Focus, LLC, a position he has held since 2019. Prior to his current roles, Mr. Askren held various positions of increasing responsibility over 27 years at HNI Corporation (“HNI”) until his retirement in 2018. Mr. Askren served as the Chairman, President and Chief Executive Officer of HNI from 2004 to 2018, and President of Allsteel, a division of HNI, from 1999-2003. Mr. Askren has served on the board of directors of Armstrong World Industries, Inc. since 2008 and on the board of directors of Allison Transmission Holdings since 2016. He previously served on the board of directors of HNI from 2003 to 2018. Mr. Askren has a bachelor’s degree from the University of Northern Iowa and a Master of Business Administration from Washington University.   Qualifications We believe Mr. Askren brings expertise in lean operations and business practice and experience gained from his position as Chairman, President and Chief Executive Officer of HNI as well as broad-based experience in human resources, operations, marketing and multi-channel sales, which makes him a valuable member of our Board.

 

EXECUTIVE OFFICERS AND DIRECTORS

 

		Christine S. Breves   Director   Christine S. Breves has served as a member of our Board since October 2021. Since 2019, Ms. Breves has served as Senior Vice President and Chief Financial Officer of United States Steel Corporation, a producer of flat-rolled and tubular steel products with operations in the United States and Central Europe (“U.S. Steel”). As Chief Financial Officer, she leads all aspects of the company’s financial responsibilities including internal and external reporting, credit, tax, treasury services, investor relations, pension responsibilities, internal controls and internal audit administrative oversight. She also continues to lead the company’s global procurement function, S&OP, and information technology. Ms. Breves has announced that she plans to leave U.S. Steel in 2022. Prior to her current role at U.S. Steel, Ms. Breves was Senior Vice President, Manufacturing Support and Chief Supply Chain Officer from 2017 to 2019, Vice President and Chief Supply Chain Officer, Sales and Operations Planning, from 2015 to 2017, and Vice President and Chief Procurement Officer, Logistics and Transtar, from 2013 to 2015. Prior to joining U.S. Steel, Ms. Breves held leadership positions of increasing responsibility at Alcoa, culminating in her serving as Chief Procurement Officer. Ms. Breves holds a bachelor’s degree in business administration from College of Charleston and a Master of Business Administration from The Citadel.   Qualifications We believe Ms. Breves brings executive experience in financial system management, risk management, procurement and global sourcing strategies, manufacturing operations, strategy, and business transformation, which makes her a valuable member of our Board.

 

		Jeanmarie Desmond   Director   Jeanmarie Desmond has served as a member of our Board since September 2021. From 2019 to 2020, Ms. Desmond was the Executive Vice President and Chief Financial Officer of DuPont de Nemours, Inc., a global multi-industry specialty solutions company formerly known as DowDuPont, Inc. (collectively “DuPont”). Ms. Desmond previously served as Vice President and Co-Controller for DuPont from 2017 to 2019 and as Vice President, Controller of EI DuPont De Nemours & Company, the predecessor to DuPont prior to its merger with the Dow Chemical Company in 2017, from 2015 to 2017. Since 2021, Ms. Desmond has served on the board of directors of IPG Photonics Corporation and since 2020, she has served on the board of directors of Trinseo S.A. Ms. Desmond has a bachelor’s degree in Accounting from Mt. St. Mary’s University and is a certified public accountant (inactive).   Qualifications We believe Ms. Desmond has substantial finance and accounting experience, including finance leadership and operations financial planning and analysis, tax, internal audit, accounting controls, risk management, mergers and acquisitions, investor relations and extensive experience in the manufacturing and chemicals industry, which makes her a valuable member of our Board.

 

 

EXECUTIVE OFFICERS AND DIRECTORS

 

		Liz Gottung   Director   Liz Gottung has served as a member of our Board since October 2021. Since 2017, Ms. Gottung has served as Principal and Consultant for Liz Gottung, LLC. Prior to her current role, over the past 25 years Ms. Gottung held a variety of human resources, manufacturing and operational roles of increasing responsibility with Kimberly- Clark Corporation (“Kimberly-Clark”). Mostly recently, she served as Chief Human Resources Officer from 2002 to 2017 and as Senior Vice President and Senior Advisor in 2017. Since 2006, Ms. Gottung has served on the board of directors of Louisiana-Pacific Corporation and currently serves as Chair of Louisiana-Pacific Corporation’s Governance and Corporate Responsibility Committee and Vice-Chair of its Compensation Committee. Ms. Gottung has a bachelor’s degree in business administration from the State University of New York at Albany.   Qualifications We believe Ms. Gottung brings experience in labor relations and human resources in a large publicly held corporation, with extensive experience in leading, designing and implementing human capital strategies including compensation and benefits, both domestically and globally, talent management, diversity and inclusion, organizational strategy and deployment, which makes her a valuable member of our Board.

 

		Joia M. Johnson   Director   Joia M. Johnson has served as a member of our Board since October 2021. She retired in 2021 as Chief Administrative Officer, General Counsel and Corporate Secretary of Hanesbrands Inc., a leading global manufacturer and retailer of apparel (“Hanes”). Ms. Johnson served as Hanes’ Chief Administrative Officer from 2016 to 2021 and as its Chief Legal Officer, General Counsel and Corporate Secretary from 2007 to 2021. She currently serves on the board of directors of Global Payments Inc., a leading Fortune 500 payments technology company. At Global Payments, Johnson is a member of the Compensation Committee and the Technology Committee. She also serves on the boards of directors of Regions Financial Corp. and its subsidiary, Regions Bank, and is a member of the Nominating and Corporate Governance Committee and the Risk Committee of both boards. From February 2011 to May 2019, Ms. Johnson was a member of the board of directors of Crawford & Company, specializing in insurance claims administration. For four of the years Ms. Johnson served on the board of directors of Crawford & Company, she served as Chair of its Compensation Committee, and throughout her time on the board of directors of Crawford & Company she served as a member of its Audit Committee.   Ms. Johnson earned her law degree from the University of Pennsylvania, her master of business administration degree from The Wharton School of Business at the University of Pennsylvania, and her bachelor’s degree from Duke University.   Qualifications   We believe Ms. Johnson brings global leadership experience over several corporate functions for publicly traded companies, including legal, human resources, corporate social responsibility, government and trade relations, real estate, corporate security and her domestic and global mergers and acquisitions experience, which makes her a valuable member of our Board.

 

EXECUTIVE OFFICERS AND DIRECTORS

 

		David Petratis   Director   David Petratis has served as a member of our Board since October 2021. Since 2013, Mr. Petratis has served as Chairman, President and Chief Executive Officer of Allegion plc (“Allegion”), a global provider of mechanical and electronic security products and access solutions, and he led the spin-off of Allegion from Ingersoll Rand in 2013. Mr. Petratis previously served as Chairman, President and Chief Executive Officer of Quanex Building Products Corporation from 2008 to 2013, and held prior senior leadership roles at Schneider Electric, MGE UPS Systems Americas and Square D Company. He has extensive board experience; since 2013 he has been on the board of Allegion plc, where he serves as chairman, he served eight years on the Gardner Denver Inc. corporate board, and he is on the University of Northern Iowa Business Executive Advisory Board. Mr. Petratis has a bachelor’s degree in industrial management from the University of Northern Iowa and a Master of Business Administration from Pepperdine University.   Qualifications We believe Mr. Petratis has extensive experience with operations and lean manufacturing, distribution and channel marketing and management, mergers and acquisitions and strategy development, and he has won acclaim for manufacturing excellence and industry-leading safety performance, which makes him a valuable member of our Board.

 

		J. Paul Rollinson   Director   J. Paul Rollinson has served as a member of our Board since October 2021. Since 2012, Mr. Rollinson has served as President and Chief Executive Officer of Kinross Gold Corporation, a gold mining company with a global portfolio of mines and projects (“Kinross”). Mr. Rollinson previously served as Executive Vice President, New Investments for Kinross from 2008 to 2012. Mr. Rollinson has served on the board of Kinross since 2012. Mr. Rollinson has a bachelor’s degree in geology from Laurentian University, Canada and a Master of Engineering in mining from McGill University, Canada.   Qualifications We believe Mr. Rollinson brings leadership experience, including his current service as President and Chief Executive Officer of Kinross, his extensive experience in the forestry, mining, power and utilities, and industrial sectors and his experience in the Brazilian and Russian markets, which makes him a valuable member of our Board.

 

EXECUTIVE OFFICERS AND DIRECTORS

 

		James P. Zallie   Director   James P. Zallie has served as a member of our Board since October 2021. Since 2018, Mr. Zallie has served as the President and Chief Executive Officer of Ingredion Incorporated, a global ingredients solutions company (“Ingredion”). Prior to his current role, Mr. Zallie served Ingredion in various roles of increasing responsibility including as Executive Vice President, Global Specialties and President, Americas from 2016 to 2018, Executive Vice President, Global Specialties and President, North America and EMEA from 2014 to 2015, Executive Vice President, Global Specialties and President, EMEA and Asia Pacific from 2010 to 2013. Mr. Zallie previously served as President and Chief Executive Officer of National Starch LLC (“National Starch”) from 2006 to 2010. National Starch was acquired by Ingredion in October 2010. Mr. Zallie has served on the board of directors of Ingredion since 2017. He previously served on the board of directors of Innophos Holdings, Inc. from 2014 to 2018. Mr. Zallie has a bachelor’s degree in food science from Pennsylvania State University, a master’s degree in food science from Rutgers University and a Master of Business Administration from Rutgers University.   Qualifications We believe Mr. Zallie brings leadership, operating and manufacturing and general management experience, including his current service as President and Chief Executive Officer of Ingredion, which makes him a valuable member of our Board.

Family Relationships

There are no family relationships among our directors and executive officers.

 

Executive Compensation

Compensation Discussion & Analysis

Introduction

Prior to October 1, 2021, we were a business wholly owned by International Paper. On October 1, 2021, we completed a spin-off from IP by a pro rata distribution to IP’s shareholders of approximately 80.1% of our common stock (“Spin-off”). Each holder of IP common stock received one share of our common stock for every 11 shares of IP common stock held at the close of business on September 15, 2021, the record date of the distribution. In connection with the Spin-off, we formed our own Management Development and Compensation Committee (“MDCC”) that is responsible for our executive compensation philosophy and programs prospectively, which may be different from the compensation programs that were in place for 2021. The MDCC has the flexibility to establish appropriate compensation policies to attract and retain executives who are best positioned to execute on our business strategy. As we move forward into 2022, we have refined, and expect to continue to refine, our compensation philosophy to both better align with our overarching business rationale as a newly independent public company and to be more reflective of our industry, business strategies and objectives.

Each of our NEOs was employed by IP through September 30, 2021. Mr. Ribiéras, previously Senior Vice President, Global Papers at IP, was promoted to serve as our Chairman and Chief Executive Officer. Mr. Sims, previously Senior Vice President, Finance Global Papers at IP, was promoted to serve as our Senior Vice President & Chief Financial Officer. Mr. Gibson, previously served as Vice President & General Manager, North American Papers at IP, was promoted to serve as our Senior Vice President & General Manager, North America. Mr. Cleves, previously Vice President, Global Citizenship at IP, was promoted to serve as our Senior Vice President, Corporate Affairs. And, Mr. Wilczynski, previously Vice President, Capital Effectiveness at IP, was promoted to serve as our Senior Vice President, Operational Excellence.

This Compensation Discussion and Analysis (“CD&A”) describes the compensation programs that apply to all of our NEOs, who along with our CEO and Senior Vice Presidents, we refer to as our Senior Lead Team (“SLT”). Our compensation strategy was initially determined by the Management Development and Compensation Committee of the Board of Directors of IP (the “IP Compensation Committee”), which approved and oversaw the administration of IP’s executive compensation program. Following the Spin-off, Sylvamo’s MDCC determined the Company’s executive compensation for the months of October, November and December 2021, and will continue to determine executive compensation for 2022 and beyond.

The historical compensation provided by IP to our NEOs is not indicative of the compensation of those executives following the Spin-off. Accordingly, we have not included information regarding compensation and other benefits paid to those executives by IP prior to the Spin-off. For our NEOs, the tabular executive compensation disclosures that follow cover the period October 1, 2021 through December 31, 2021. However, where appropriate, this CD&A describes the programs approved and overseen by the IP Compensation Committee prior to the Spin-off.

For purposes of this CD&A and the tabular executive compensation disclosures that follow, the individuals listed below are referred to collectively as our NEOs:

 

•

Jean-Michel Ribiéras, Chairman & Chief Executive Officer

 

•

John V. Sims, Senior Vice President & Chief Financial Officer

 

•

Greg C. Gibson, Senior Vice President & General Manager, North America

 

•

Thomas A. Cleves, Senior Vice President, Corporate Affairs

 

•

Patrick Wilczynski, Senior Vice President, Operational Excellence

 

EXECUTIVE COMPENSATION

 

2021 EXECUTIVE COMPENSATION PROGRAM SUMMARY

Our compensation philosophy and 2021 programs are described below.

 

Element		Overview
Global Compensation Philosophy		•  Be market competitive and flexible to react to changing business and industry dynamics •  Drive engagement through rewards programs that differentiate individual contributions and motivate employees to strive for superior performance •  Reward achievement of specific goals that drive sustainable long-term profitability and shareholder value creation •  Promote accountability by placing a significant emphasis on at-risk variable incentive compensation
Compensation Comparator Group (“CCG”)		•  Utilized to benchmark compensation for Sylvamo executives and to assess design and practices for other program elements •  Consists of 16 Companies with median revenue of $3.3 billion (Sylvamo is ranked at the 50th percentile in revenue)
Total Target Direct Compensation (“TDC”)		Base salary and target values for short-term and long-term incentive plans were approved for Sylvamo executives effective October 1, 2021.
Fourth Quarter 2021 Annual Incentive Plan (“Q4 2021 AIP”)		Plan provides for cash payout based on actual Company performance against pre-established objectives for the period October 1 – December 31, 2021.
Bridge Long-Term Incentive Plan		Plan provides for a grant of restricted stock units equal to the value of the equity awards under IP’s long-term incentive plan, which was called the Performance Share Plan (“PSP”), forfeited in connection with the Spin-off.
Other Plans		•  Incentive Compensation Plan (“ICP”) document, which will govern Sylvamo’s short- and long-term incentive compensation plans and includes the authorization of 4.4 million shares available for equity awards under the plan •  Executive Severance Plan •  Stock ownership guidelines for the CEO and SVPs

 

EXECUTIVE COMPENSATION

 

Compensation Governance Practices

 

•  Best Practice Change-in-Control Benefits. Double-trigger change-in-control severance benefits are two and one-half times sum of base salary plus target cash bonus for the CEO and one and one-half times sum of base salary plus target cash bonus for SVPs. (See page 37 for more details.)

•  Double Trigger Change in Control Equity Vesting. Equity incentive awards will not automatically vest in the event of a change in control (“CIC”) unless there is a qualifying termination of employment.

•  Robust Equity Ownership and Retention Requirements. The SLT is required to own Sylvamo shares equal to a multiple of base salary and to retain 50 percent of equity payouts until the ownership requirement is met. (See page 38 for more details.)

•  Clawback of Incentive Compensation. Cash and equity incentive compensation awards are subject to clawback in the event of financial restatement and in the case of AIP for certain misconduct. In 2022, clawback for certain misconduct for our SLT has been incorporated into equity awards under the Long-Term Incentive Plan (“LTIP”).

•  Limit on Severance for Executive Officers. In a non-CIC event, severance is capped at two times the sum of base salary plus target bonus for the CEO and one times base salary for SVPs.

•  Non-Competition and Non-Solicitation Agreements. We require our NEOs to enter into non-competition agreements and non-solicitation agreements, the violation of which may result in forfeiture and clawback of incentive compensation awards as well as ineligibility for the Executive Severance Plan benefits.

•  Multiple Performance Metrics. Short-term incentive compensation and long-term incentive compensation for 2022 are each based on multiple performance-based measures to encourage balanced initiatives.

•  Peer Groups. We use relevant compensation benchmarking and relative TSR peer groups to inform compensation decisions for executives.

EXECUTIVE COMPENSATION PROGRAM DESIGN

Compensation Decision-Making Process

Role of the Management Development and Compensation Committee

 

 

 

EXECUTIVE COMPENSATION

 

Role of the Independent Board Members

The independent members of the Board are responsible for approving the CEO’s compensation components.

Role of Management in Compensation Decisions

The CEO makes recommendations concerning the strategic direction of our executive compensation program to the MDCC. Our Senior Vice President & Chief People Officer is responsible for making recommendations to the MDCC concerning program design and administration, and our General Counsel provides legal advice to the MDCC concerning disclosure obligations, governance and its oversight responsibilities.

Beginning in 2022, the CEO will review the performance of SLT members against their annual, individual pre-established performance objectives and discuss his assessment with the MDCC. In consultation with our Senior Vice President & Chief People Officer, the CEO will make individual recommendations on base salary, target incentive plan opportunities, and other compensation elements as applicable. The MDCC reviews these recommendations, and then, considering input from its compensation consultant, discusses, modifies and approves each SVPs compensation. The CEO does not participate in any MDCC or Board deliberations that involve his own compensation matters.

Role of Compensation Consultants

The MDCC engaged FW Cook in October 2021 to serve as its independent, external compensation consultant. The MDCC relies on FW Cook to advise on its decision-making process and has sole authority for retaining and terminating the relationship, as well as approving the terms of engagement, including fees. FW Cook works exclusively for the MDCC and provides no services to the Company, other than services provided in the firm’s capacity as the MDCC’s consultant. Accordingly, the MDCC has determined the firm to be independent from the Company. FW Cook has attested in writing as to its independence from the Company.

Company management utilizes Willis Towers Watson as its primary compensation consultant to advise on program design, provide and analyze benchmarking data, apprise management of evolving practices and trends, and perform other consulting services as needed.

Peer Group Benchmarking

 

 

EXECUTIVE COMPENSATION

 

These characteristics are prioritized to reflect industry fit, size, comparison companies used by underwriters and companies identified as peers for paper-based companies. The following 16 companies with a median revenue of $3.3 billion were selected to benchmark pay components for Sylvamo executives:

Sylvamo vs CCG Revenue1       1Based on the most recently reported four quarters as of January 31, 2021; used in early 2021 to benchmark for October 1, 2021.

 

EXECUTIVE COMPENSATION

 

ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM

Target Direct Compensation (TDC)

Consistent with our compensation philosophy, the executive compensation program includes a mix of cash and equity-based compensation. We believe executive compensation should primarily be variable and at-risk, emphasizing incentive compensation over fixed elements, such as base salary. Below are the elements of TDC that were approved and became effective upon the Spin-off on October 1, 2021:

 

		Annual Base Salary				Annual Incentive Plan Annual Target (Q4 2021 is prorated)				Long-Term Incentive Plan Target				Target Direct Compensation (TDC)
Jean-Michel Ribiéras		$	1,000,000			$	1,000,000			$	3,300,000			$	5,300,000
John V. Sims		$	575,000			$	440,000			$	1,050,000			$	2,065,000
Greg C. Gibson		$	480,000			$	280,000			$	560,000			$	1,320,000
Thomas A. Cleves		$	437,295			$	196,700			$	432,900			$	1,066,895
Patrick Wilczynski		$	420,000			$	235,000			$	425,000			$	1,080,000

Base Salary

Base salary is a fixed portion of compensation based primarily on the responsibilities of the position, experience level and individual performance. Refer to page 31 for additional information regarding our benchmarking process used to inform our decision-making about base salary amounts.

Short-Term Incentive

The Annual Incentive Plan (AIP) is our annual, cash-based short-term incentive compensation plan.

Fourth Quarter 2021 AIP

Performance metrics and ranges for the Q4 2021 AIP were approved by the MDCC in December 2021 and were determined based on the metrics for the performance of the Papers business for the fourth quarter under IP’s 2021 annual incentive plan. In February 2022, the MDCC approved a Q4 2021 AIP payout to reward employees for strong Company performance during the period October 1, 2021 through December 31, 2021. All awards under the Q4 2021 AIP were determined based solely on actual Company performance with no individual performance modifier.

The chart below describes the performance metrics, performance range, the metric targets and how the Q4 2021 AIP awards were earned:

 

										($ millions)
Q4 2021 AIP Performance Metrics		Metric Weight				Performance Range (Threshold at 50% Payout-Maximum at 200% Payout)				Target Performance (100% Payout)				Actual Performance				% of Target Award Earned				Weighted % of Target Earned
Adjusted EBITDA1			70%				80% - 110%			$	118.84			$	157.248				200.0%				140.0%
Revenue2			15%				90% - 110%			$	877.3			$	975.11				200.0%				30.0%
Cash Conversion3			15%				80% - 110%				100%				73%				0.0%				0.0%
Total			100%																				170.0%

 

EXECUTIVE COMPENSATION

 

The footnotes below explain the details of our performance metric calculations for purposes of the Q4 2021 AIP:

⁽¹⁾ Adjusted EBITDA, a non-GAAP financial measure, is defined as Earnings from Continuing Operations Before Income Taxes and Equity Earnings and before the impact of special items and non-operating pension expense plus Net Interest Expense and Depreciation, Amortization and Cost of Timber Harvested. Adjusted EBITDA may be adjusted, in the Committee’s discretion, for any impact of acquisitions, divestitures, and/or the effect of changes in tax laws, accounting principles or other laws or provisions affecting reported results. Below is a reconciliation of Adjusted EBITDA to the most comparable GAAP measure, Earnings (Loss) from Continuing Operations Before Income Taxes and Equity Earnings:

 

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

⁽³⁾ Cash Conversion, a non-GAAP financial measure, means Adjusted EBITDA (as defined above) less Capital Spending plus/minus changes in Operating Working Capital, divided by Adjusted EBITDA. “Capital Spending” means “Invested in Capital Projects” as reported on the Consolidated Statement of Cash Flows in the Company’s financial statements included in its periodic filings with the SEC. Capital spending also includes all costs associated with the preparation and planting on Company-owned forestland, as well as the cost of any premerchantable timber on acquisitions of forestland. Capital Spending may be adjusted, in the Committee’s discretion, for any impact of acquisitions, divestitures, and/or the effect of changes in tax laws, accounting principles or other laws or provisions affecting reported results. “Operating Working Capital” means Trade Receivables plus Total Inventory less absolute Trade Accounts Payable as reporting internally. Operating Working Capital may be adjusted, at the Committee’s discretion, for any impact of acquisitions, divestitures, and/or the effect of changes in tax laws, accounting principles or other laws or provisions affecting reported results. Below is a reconciliation of the change in Operating Working Capital for Cash Conversion to the change in Operating Assets and Liabilities, the most comparable GAAP measure:

 

The calculation of Cash Conversion is as follows: Cash Conversion = Adjusted EBITDA (non-GAAP, reconciled above) – Capital Spending (GAAP measure) +/- Changes in Operating Working Capital (non-GAAP, reconciled above) / Adjusted EBITDA (non-GAAP, reconciled above). The result is 73%.

Q4 2021 AIP awards to the NEO’s and the actual payouts approved in February 2022 by the MDCC (or by the Board for the CEO) are as set forth are below:

 

		Annual Incentive Plan Target				Q4 2021 Annual Incentive Plan Target				Weighted % of Target Earned				Q4 2021 Annual Incentive Plan Earned Award
Jean-Michel Ribiéras		$	1,000,000			$	250,000				170.0%			$	425,000
John V. Sims		$	440,000			$	110,000				170.0%			$	187,000
Greg C. Gibson		$	280,000			$	70,000				170.0%			$	119,000
Thomas A. Cleves		$	196,700			$	49,175				170.0%			$	83,598
Patrick Wilczynski		$	235,000			$	58,750				170.0%			$	99,875

 

EXECUTIVE COMPENSATION

 

2022 Annual Incentive Plan

In February 2022, the MDCC approved the framework for a new annual cash incentive plan (“2022 AIP”) that is designed to reward the achievement of specific pre-established financial results measured over calendar year 2022, as outlined below.

 

EBITDA Margin and Free Cash Flow link our executive’s short-term incentives to the foundation of Sylvamo’s financial discipline to deliver robust, resilient cash flow and focus on using our commercial and operational advantages to build a strong balance sheet and return cash to shareowners.

Actual amounts paid under the 2022 AIP will be calculated by multiplying each NEO’s 2022 AIP incentive target by NEO’s payout percentage earned based on the Company’s actual performance against these pre-established objectives. Notwithstanding the establishment of the performance measures and the formula for determining the 2022 AIP award payment amounts, the MDCC can exercise positive or negative discretion and award a greater or lesser amount to our NEOs than the amount determined by the 2022 AIP award formula if, in the exercise of its business judgment, the MDCC determines that a greater or lesser amount is warranted under the circumstances.

Long-Term Incentive

2021 Transaction Grant

In connection with the Spin-off and pursuant to the Employee Matters Agreement between IP and Sylvamo, the unvested portions of outstanding IP PSP awards that were forfeited by Sylvamo employees were granted as restricted stock unit (“RSU”) awards by the Company in order to preserve the aggregate value of the original IP PSP awards. Below is an illustration that shows the unvested portions of the three outstanding IP PSP awards as of the Spin-off that were converted into RSU awards. We refer to this conversion as the 2021 Transaction Grant.

 

 

EXECUTIVE COMPENSATION

 

The 2021 Transaction Grant is comprised of RSUs, which vest ratably over three years beginning in March 2022. The number of RSUs granted under the 2021 Transaction Grant equaled: (i) the number of units forfeited under the IP PSP multiplied by IP’s closing stock price (ex-dividend) on September 30, 2021 divided by (ii) the first 10-day average closing price of Sylvamo’s common stock. Below is a summary of the 2021 Transaction Grant for the NEOs:

 

Name		Forfeited Units				Value of Forfeited Units				Transaction Grant of RSUs on 10/15/2021
Jean-Michel Ribiéras			50,656			$	2,832,657				102,336
John V. Sims			23,198			$	1,297,248				46,866
Greg C. Gibson			11,131			$	622,421				22,487
Thomas A. Cleves			11,131			$	622,421				22,487
Patrick Wilczynski			9,200			$	514,439				18,586

2022 Long-Term Incentive Plan

Prior to the Spin-off, our Board of Directors adopted and approved, and received sole shareholder approval of, the 2021 Incentive Compensation Plan (“2021 ICP”), effective as of October 1, 2021, which will allow us to design and implement a new long-term incentive program to align our executive compensation package with our long-term strategic priorities. Beginning in 2022, the primary vehicles for delivering long-term incentives are time-based restricted stock units and performance-based restricted stock units. The MDCC believes this combination balances the interests of retaining top talent and enhancing alignment with shareholder interests and therefore approved our 2022 LTIP grants under the ICP. Our 2022 LTIP is summarized below:

 

•

40% time-based restricted stock units, vesting ratably over three-years, and

 

•

60% performance-based restricted stock units, vesting based on Company performance achievement of specific financial goals over a multi-year performance period:

 

*Relative to the S&P 600 Small Cap Materials Index

Other Elements

Retirement and Benefit Plans

The NEOs participate in the same health, welfare and retirement programs available to most of the Company’s salaried U.S. employees. Non-US SLT members are provided health, welfare and retirement benefits aligned with local market practice and laws. Additionally, our unfunded, non-qualified plan — the Deferred Compensation Savings Plan (“DCSP”) — is available to eligible salaried U.S. employees, including the NEOs, as their contributions (and company contributions) are capped by limits set by the Internal Revenue Service (“IRS”)

 

EXECUTIVE COMPENSATION

 

for tax-qualified plans. Absent this plan, these employees would not achieve a retirement benefit commensurate with their earnings during the course of their careers with us. Participants do not receive preferential or above-market earnings on accounts held in the DCSP.

Executive Severance Plan (CIC and Non-CIC)

The Sylvamo Executive Severance Plan (“ESP”) is designed to provide consistent severance payments and benefits to Sylvamo’s U.S.- based SLT, including the NEOs, in the event of a termination of employment: (i) by Sylvamo for reasons other than death, disability or for cause as defined in the ESP; or (ii) by the executive for good reason as defined in the ESP (each, a “Qualifying Termination”). In general, the ESP entitles each participant to severance following a Qualifying Termination equal to the executive’s annual base salary payable in a lump sum (or in the case of the CEO two times annual base salary plus target bonus). In addition, the pro-rata portion of the current year bonus would be paid based on actual performance for the year of termination.

Upon a Qualifying Termination that occurs within two years following a change in control of Sylvamo, the severance benefit would be equal to one and one-half times (or in the case of the CEO, two and one-half times) the sum of annual base salary and target bonus, payable in a lump sum. In addition, the pro rata portion of current year bonus would be paid at target levels. The ESP also provides for continuation of group health care coverage at active employee rates for a period of up to 18 months (or up to one year for an executive other than the CEO terminated not in connection with a change in control), plus certain outplacement benefits.

In addition to the Qualifying Termination benefits described above, the ESP provides for certain benefits under the AIP upon a termination of employment due to death, permanent disability or retirement after age 55 with at least 10 years of service with Sylvamo (which shall include service to IP prior to the Spin-off) or at any point after age 65. Participants in the ESP whose employment terminates due their death or permanent disability will receive a pro-rated AIP for the year of termination assuming target levels of performance had been achieved. Participants whose employment terminates due to their retirement will receive a pro-rated annual bonus for the year of termination based on actual Company performance achieved.

As a condition to participation in the ESP, participants, including the NEOs, have agreed to a one-year post-termination non-compete and employee and client/customer non-solicit covenant, a perpetual confidentiality covenant and a perpetual non-disparagement covenant, and must execute at termination a customary release of claims in order to receive any severance payments or benefits.

We believe these potential benefits align executive and shareowner interests by enabling our NEOs and other leaders of the Company to focus on the interests of shareowners and other constituents when considering a potential change in control, without undue concern for their own financial and employment security. No benefits are provided upon a change in control alone (i.e., without also experiencing an accompanying termination) so long as the acquiring company provides replacement awards as substitution for outstanding equity awards. Moreover, in no event will the Company gross up or pay for excise taxes relating to any change in control benefits. For more detail on these change in control agreements and benefits, see “—Post-Employment Termination Benefits.”

Perquisites

Other than personal use of charter aircraft by the CEO up to a limit of $125,000 per year, we currently do not offer perquisites to our NEOs. This limited benefit was approved by the MDCC in December 2021 taking into consideration both safety and time-management needs of our CEO. No spending in 2021 is associated with this perquisite. Any perquisites offered in the future will be approved by our MDCC or the Board.

Other Governance- and Compensation- Related Matters

Insider Trading and Anti-Hedging/Anti-Pledging Policies

The Company has adopted comprehensive and detailed policies that regulate trading in Company securities by our insiders, including the SLT and Board members. These policies include information regarding trading “blackout” periods and explain when transactions in Company securities are permitted. The policies also strictly prohibit our SLT, Chief Accounting Officer and Board members (but no other employees) from holding Company securities in a margin account or pledging them as collateral for a loan and prohibit all Company officers (but no other employees) and Board members from engaging in any of the following short-term or speculative transactions

 

EXECUTIVE COMPENSATION

 

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, forward-sale contracts, equity swaps and exchange funds.

Officer Stock Ownership and Retention Requirements

Our CEO and SVPs are expected to own shares of our common stock with a minimum market value based on a multiple of base salary. This policy is intended to align our SLT’s 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:

 

Position		Ownership Requirement
Chief Executive Officer		6x base salary
Senior Vice President		3x base salary

The following are counted toward meeting the ownership requirement:

 

•

Freely held shares (whether purchased on the open market or fully earned through Company plan or program);

 

•

“Beneficial” shares held indirectly by a trust or family member; and

 

•

Unvested restricted shares (e.g., RSUs).

Outstanding performance share units (PSUs) and, if any, unexercised options, will not be counted toward meeting the ownership requirement. Officers are required to retain 50 percent of their net shares paid under any Company long-term incentive plan or program, such as shares paid out under the LTIP and vested RSA shares, until their ownership requirements are satisfied. The ownership requirements must be met within five years of being named to the position. CEO and SVP stock ownership is reviewed annually by the MDCC to assure compliance. The CEO and SVPs are in compliance with these requirements.

Clawback and Forfeiture of Incentive Awards

Awards under the AIP may be subject to a clawback if, during employment or within 90 days after termination, the employee engages in an act detrimental to the business interest or reputation of the Company or any act determined to be a deliberate disregard of the Company’s rules, or violation of a restrictive covenant. Beginning in 2022, equity awards granted to SLT members under the LTIP within a three-year look-back period may be subject to a clawback in the event such executive officer violates the Company’s Code of Conduct or a restrictive covenant. In addition, outstanding AIP and LTIP awards are subject to forfeiture in the event of financial restatement or misconduct.

Non-Competition and Non-Solicitation Covenants

Restrictive covenants are required for our executive officers, including the NEOs, as a condition to participating in the ESP and may also result in clawback or forfeiture of incentive awards. In addition, the Company maintains Non-Competition and Non-Solicitation Agreements with other leaders of the Company to prohibit 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

We do not backdate or reprice equity grants. Our incentive compensation plan provides that stock options may not be repriced, directly or indirectly, without the prior consent of the Company’s shareowners.

Equity Grant Practices

The Company does not have any program, plan or practice to time, and has not timed, equity grants to coordinate with the release of material non-public information. Beginning in 2022, annual equity grants under the LTIP will be approved at the MDCC’s meeting in February. Time-based restricted stock awards are granted from time to time, and may be granted on the first day of any month by our Senior Vice President & Chief People Officer (as delegated by the Board), within parameters approved by the MDCC. An award to an SLT member requires approval by the MDCC (or by the Board for an award to the CEO).

 

EXECUTIVE COMPENSATION

 

Having predetermined grant dates minimizes any concern that grant dates could be selectively chosen based upon market price at any given time.

Deductibility of Executive Compensation

Section 162(m) of the Internal Revenue Code limits the tax deductibility of compensation for certain executive officers that is more than $1 million. In designing our executive compensation program and determining the compensation of our executive officers, including our named executive officers, 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 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 is not determinative of the type, timing, or amount of any particular grant made to our employees.

CEO Pay Ratio

Sylvamo will report its first CEO Pay Ratio in the proxy statement for the year ending December 31, 2022, after completing a full year as a standalone public company.

Compensation Committee Report

On behalf of the Board of Directors, the Management Development and Compensation Committee of the Board of Directors (referred to as the MDCC) oversees the Company’s compensation programs. In fulfilling its oversight responsibilities, the MDCC has reviewed and discussed the Compensation Discussion and Analysis included in this proxy statement with the Company’s management.

Based on the review and discussion referred to above, the MDCC recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, and its proxy statement on Schedule 14A filed in connection with the Company’s 2022 Annual Meeting of Shareholders.

Management Development and Compensation Committee

 

•

Liz Gottung, Chair

 

•

Stan Askren

 

•

Joia M. Johnson

 

•

J. Paul Rollinson

 

 

Executive Compensation Tables

Summary Compensation Table

The table below shows base salary, stock awards under our LTIP and, if applicable, our ad hoc RSA program, cash awards under our AIP, the change in pension value, and all other compensation to our NEOs for the period October 1, 2021 through December 31, 2021.

 

Name and Principal Position		Year				Salary ($)				Bonus ($)				Stock Awards ($)(1)				Non-Equity Incentive Plan Compensation ($)(2)				Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3)		All Other Compensation ($)(4)				Total ($)
Jean-Michel Ribiéras			Q4 2021				250,000				—				2,917,599				425,000			—			28,536				3,621,135
CEO & Chairman of the Board (Principal Executive Officer)
John V. Sims			Q4 2021				143,750				—				1,336,150				187,000			—			17,466				1,684,366
Chief Financial Officer (Principal Financial Officer)
Greg C. Gibson			Q4 2021				120,000				—				641,104				119,000			—			15,136				895,240
Senior Vice President—General Manager, North America
Thomas A. Cleves			Q4 2021				109,324				—				641,104				83,598			—			15,287				849,313
Senior Vice President— Corporate Affairs
Patrick Wilczynski			Q4 2021				105,000				—				529,887				99,875			—			11,634				746,396
Senior Vice President—Operational Excellence

(1) The amounts reported in this column reflect the grant date fair value of the 2021 Transaction Grant of restricted stock units under our LTIP to the NEOs on October 15, 2021, computed in accordance with FASB ASC Topic 718.

(2) Represents the amount earned under the 2021 Q4 AIP based on Company performance during the period shown, which is paid in February of the following year.

(3) Amounts shown in this column represent the change in accruals under our Retirement Plan and Pension Restoration Plan as shown in the “Pension Benefits in 2021” table. Importantly, the change in pension value is not currently paid to an executive as compensation, but is a measurement of the change in value of the pension from the first applicable measurement date of the Sylvamo Retirement Plan of October 1, 2021 to the end of the fiscal year. Changes in pension value arise from, among other things, the decrease in the discount period and the impact of changes in assumptions from the prior measurement date including the changes in the discount rate and mortality rates. The discount rate used is the same as the rate used by the Company for financial statement disclosure as of the end of the fiscal year. This rate, which increased by 10 basis points from the beginning of the measurement period is based on economic conditions at year end. Messrs. Ribieras, Sims, Gibson, Cleves, and Wilczynski all have decreases in their Retirement and Restoration Pension values due to the increase in discount rate used to calculate these present values as follows: Messrs Ribieras ($19,088), Sims ($24,792), Gibson ($98,102), Cleves ($29,415), Wilczynski ($39,338). Note the present value of Retirement and Restoration Pension benefits may increase in the future if interest rates decline. The NEOs do not receive “preferential or above market” earnings on non-qualified deferred compensation. Accordingly, there is no amount included in this column for this type of earnings credit.

 

EXECUTIVE COMPENSATION TABLES

 

(4) A breakdown of the “All Other Compensation” amounts for 2021 is shown in the following table:

 

(a) Represents the Retirement Savings Account contributions made by the Company to the NEO’s accounts in the Deferred Compensation Savings Plan, as shown in the “Non-Qualified Deferred Compensation Plan” table. The contribution amount is equal to a percentage of eligible compensation, based on the NEO’s age at the date the contribution is made.

(b) Represents the Company match to the NEO’s contribution to the Deferred Compensation Savings Plan, as shown in the “Non-Qualified Deferred Compensation Plan” table.

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

(d) Represents the Company’s match of each NEO’s donations to the United Way of America (50-percent match) as part of the Company campaign.

(e) Represents amounts earned under the Healthy Life program, a wellness program offered to any U.S. salaried Sylvamo employee or spouse who participated in the Sylvamo medical plan to receive wellness credits of $100 per month for the employee and/or spouse if specific goals were met in the program.

(f) Represents the sum of columns (a) through (f).

Grants of Plan-Based Awards During 2021

The table below shows payout ranges for our NEOs under the 2021 Q4 AIP and the 2021 Transaction Grants under the LTIP, as described in our CD&A. There were no other plan-based cash or equity awards granted to our NEOs in 2021.

 

												Estimated Possible Payouts Under Non-Equity Incentive Plan Awards															Estimated Future Payouts Under Equity Incentive Plan Awards															All Other Stock Awards: Number of Shares of Stock (#)(2)					Grant Date Fair Value of Stock and Option Awards ($)(3)
Name		Committee Action Date(1)					Grant Date					Threshold  ($)					Target  ($)					Maximum  ($)					Threshold  (#)					Target  (#)					Maximum  (#)
Jean-Michel Ribiéras														18,750					250,000					500,000
				9/14/2021					10/15/2021																																			102,336					2,917,599
John V. Sims														8,250					110,000					220,000
				9/14/2021					10/15/2021																																			46,866					1,336,150
Greg C. Gibson														5,250					70,000					140,000
				9/14/2021					10/15/2021																																			22,487					641,104
Thomas A. Cleves														3,688					49,175					98,350
				9/14/2021					10/15/2021																																			22,487					641,104
Patrick Wilczynski														4,406					58,750					117,500
				9/14/2021					10/15/2021																																			18,586					529,887

(1) The 2021 Transaction Grant of time-based RSUs was approved by IP’s Compensation Committee for all NEOs prior to the Spin-off, effective the first day following the first 10 trading days of Sylvamo common stock.

(2) The amount shown in this column reflects the number of time-based restricted stock units granted as the 2021 Transaction Grant; these awards vest ratably over three years beginning on March 1, 2022.

(3) The amounts shown in this column reflect the grant date fair value of the time-based restricted stock units granted as the 2021 Transaction Grant, as explained in further detail in the narrative following this table.