and we generated $250 million of earnings improvement through our Building a Better IP initiatives. We also invested in capacity and capabilities throughout our packaging business to support the evolving needs of our customers. These are strong indications of the commercial, operational and financial improvements underway throughout the company.

Our strong balance sheet continues to ensure financial sustainability and optionality for investing in our businesses and returning cash to our shareowners. In 2022, we returned $1.9 billion to our shareowners through dividends and opportunistic share repurchases, bringing our five-year total to $7.1 billion and reinforcing our commitment to a competitive and sustainable dividend.

Throughout the past 125 years, IP has demonstrated resiliency and strength evolving to leverage opportunities and meet new challenges. Anticipating and acting on what’s next for all our stakeholders will continue to drive our strategy and results.

I’m incredibly proud of our IP team and of our company’s essential role in the circular economy. Our focused, renewable fiber-based portfolio and financial strength will further enable us to drive sustainable, profitable growth and accelerate value creation in the short-, mid- and long-term.

On behalf of International Paper’s board of directors and our more than 39,000 employees, thank you for your continued support and ownership.

Sincerely,

Mark S. Sutton

Chairman of the Board and Chief Executive Officer

“Throughout the past 125 years, IP has demonstrated resiliency and strength evolving to leverage opportunities and meet new challenges. Anticipating and acting on what’s next for all our stakeholders will continue to drive our strategy and results.”

International Paper 2023 Proxy Statement

www.internationalpaper.com

ITEM 1

Election of 11 Directors

ITEM 2

Ratify Deloitte & Touche LLP as the Company’s Independent Auditor for 2023

  See pages 40–43

ITEM 3

Non-Binding Resolution to Approve the Compensation of Our Named Executive Officers

  See page 44

ITEM 4

Non-binding Vote on the Frequency with which Shareowners will Vote to Approve the Compensation of Our Named Executive Officers

  See page 93

ITEM 5

Shareowner Proposal Concerning an Independent

Board Chair

  See pages 98–103

ITEM 6

Shareowner Proposal Concerning a Report on
Operations in China

See pages 104–106

International Paper 2023 Proxy Statement

International Paper 2023 Proxy Statement

  Item 1: Election of Directors / How We Build the Right Board for Our Company  

www.internationalpaper.com

  Item 1: Election of Directors / How We Build the Right Board for Our Company  

International Paper 2023 Proxy Statement

  Item 1: Election of Directors / How We Build the Right Board for Our Company  

Skills and Experience

CEO Leadership Experience

CEO public company leadership that contributes to the understanding and oversight of large complex organizations

Environmental, Social & Governance

Strengthens the Board’s oversight of climate risks and our environmental, safety and sustainability initiatives

Financial Expert

Meets the Securities and Exchange Commission’s (SEC) criteria as an independent “audit committee financial expert”

International Operations

Contributes to the understanding of operations and business strategy abroad

Manufacturing

Contributes to the understanding of the challenges of complex manufacturing

Marketing

Brings expertise in marketing and sales

at a global scale

Strategic Planning

Brings expertise in the process of setting goals and creating a blueprint for the Company’s future

Supply Chain

Brings expertise in supply chain management

Technology/Cybersecurity

Contributes to the understanding and oversight of cybersecurity threats and digital transformation

Caucasian/White

African American/Black

Other Ethnic Diversity

www.internationalpaper.com

  Item 1: Election of Directors / Our Nominees  

Christopher M. Connor

Retired as executive chairman of The Sherwin-Williams Company, a global manufacturer of paint, architectural coatings, industrial finishes and associated supplies, in December 2016. Mr. Connor joined The Sherwin-Williams Company in 1983 and served as its chairman and chief executive officer from 2000 to December 2015.

Board Qualifications

Having served as CEO and executive chairman of The Sherwin-Williams Company, Mr. Connor brings significant senior management experience and strong financial expertise to the Board. He understands the various issues facing a large, global manufacturing company, including operational, financial and strategic issues. His technical background and long tenure with The Sherwin-Williams Company bring industrial expertise, which further strengthens our Board.

Other Service

Mr. Connor serves on the board of directors of the Rock & Roll Hall of Fame in Cleveland, Ohio and the board of directors of Yum! Brands, Inc., a publicly traded fast food company.

Key Skills & Experience

Ahmet C. Dorduncu

Retired as chief executive officer of Akkök Group, a financial and industrial conglomerate located in Turkey, in December 2022, a position he held from January 2013. Prior to that, Mr. Dorduncu served as chief executive officer of Sabanci Holding, another financial and industrial conglomerate located in Turkey, from 2005 to 2010. He also served from 2006 to 2010 as chairman of the board of Olmuksa, then an industrial packaging business joint venture between Sabanci Holding and International Paper. Sabanci Holding is the parent company of the Sabanci Group, a leading Turkish financial and industrial company.

Board Qualifications

As the retired CEO of Akkök Group and retired chairman and CEO of Sabanci Holding, two leading financial and industrial conglomerates, Mr. Dorduncu brings vast experience in international manufacturing operations and specific experience in industrial packaging. His knowledge of regions of key importance to the Company brings even greater perspective to our Board.

Other Service

Mr. Dorduncu is the Chair of the Turkish Network of the United Nations Global Compact.

Key Skills & Experience

International Paper 2023 Proxy Statement

    Item 1: Election of Directors / Our Nominees  

Ilene S. Gordon

Retired as executive chairman of Ingredion Incorporated (formerly Corn Products International, Inc.), a publicly traded global ingredient solutions company, in July 2018, a position she held from January 2018. Ms. Gordon served as chairman, president and chief executive officer of Ingredion from May 2009 through December 2017. Ms. Gordon served as president and chief executive officer of Rio Tinto’s Alcan Packaging, a multinational company engaged in the production of flexible and specialty packaging, from 2007 until 2009, and in various senior executive roles at Alcan Packaging and its affiliate and predecessor companies from 1999 until 2007. Prior to 1999, Ms. Gordon was employed for 17 years with Tenneco Inc., a conglomerate, in a variety of management positions, including vice president and general manager, leading its folding carton business.

Board Qualifications

As the former chairman, CEO and president of Ingredion Incorporated, Ms. Gordon brings senior management expertise and leadership capabilities, as well as broad understanding of the operational, financial and strategic issues facing public companies. Her previous experience at Rio Tinto’s Alcan Packaging includes manufacturing, supply chain and marketing. She has experience with operations overseas, including South America, Asia Pacific and Europe. Ms. Gordon also brings strong financial expertise to our Board.

Other Service

Ms. Gordon serves on the board of directors of Lockheed Martin Corporation, a publicly traded global security and aerospace company. She formerly served on the board of directors of International Flavors & Fragrances, a publicly traded global food and fragrance ingredients company until February 2023. She also served on the board of trustees of The Conference Board from 2010 to 2021, previously served on the board of trustees of MIT (known as the Corporation), and is an emeritus member of the board of directors of the Economic Club of Chicago.

Key Skills & Experience

Anders Gustafsson

Executive chairman of Zebra Technologies Corporation, a global leader in innovating at the edge of the enterprise, designing and marketing specialty printers, mobile computing, data capture, radio frequency identification products and real-time locating systems, since March 2023. From 2007 to 2023 Mr. Gustafsson served as chief executive officer of Zebra Technologies Corporation. Prior to that, Mr. Gustafsson served as chief executive officer of Spirent Communications plc, a publicly traded telecommunications company, from 2004 to 2007. Prior to Spirent, Mr. Gustafsson was a senior executive vice president, global business operations for Tellabs, Inc.

Board Qualifications

As executive chairman and former CEO of Zebra Technologies Corporation and Spirent Communications, Mr. Gustafsson brings significant international business experience and strong financial expertise to the Board. He provides a unique and valuable technology perspective, and his current and prior service on other public company boards further broadens his range of knowledge and allows him to draw on various perspectives and viewpoints.

Other Service

Mr. Gustafsson serves on the board of directors of Zebra Technologies, a publicly traded company, and previously served on the board of directors of Dycom Industries, a leading provider of specialty contracting services throughout the U.S. and Canada. He also serves as a trustee of the Shedd Aquarium.

Key Skills & Experience

www.internationalpaper.com

  Item 1: Election of Directors / Our Nominees  

Jacqueline C. Hinman

Served as chairman, president and chief executive officer of CH2M HILL Companies, Ltd., a Fortune 500 engineering and consulting firm focused on delivering infrastructure, energy, environmental and industrial solutions for clients and communities around the world, until December 2017, when the firm was acquired by Jacobs Engineering. Prior to becoming chairman in September 2014 and president and chief executive officer in January 2014, Ms. Hinman served as president of CH2M’s International Division from 2011 until 2014, and she served on CH2M’s board of directors from 2008 through 2017.

Board Qualifications

Having served as chairman, president, and chief executive officer of CH2M HILL Companies, Ms. Hinman brings senior management and leadership capabilities to the Board, as well as particular understanding of global manufacturing companies. Because of her experience in a global engineering consulting business, she has unique knowledge of environmental and sustainability issues globally. Ms. Hinman, in her previous roles at CH2M HILL, also brings international operations and strategic planning expertise to our Board.

Other Service

Ms. Hinman also serves on the board of directors of Dow Chemical Company, a publicly traded multinational chemical corporation. She previously served on the board of AECOM, a premier infrastructure firm, and on the board of directors of Catalyst, a leading nonprofit organization accelerating progress for women through workplace inclusion. In addition, she previously served on the Executive Committee of the Business Roundtable, chairing its Infrastructure Committee, and was a member of the Business Council.

Key Skills & Experience

Clinton A. Lewis, Jr.

Chief executive officer of AgroFresh Solutions, Inc., a global leader in produce freshness solutions, since April 2021. From May 2015 until February 2020, he served as executive vice president and group president of international operations, commercial development, lifecycle innovations, global genetics and PHARMAQ at Zoetis Inc., a NYSE-listed global leader in the discovery, development, manufacture and commercialization of animal health medicines and vaccines that was spun off by Pfizer in 2013. Prior to that role, Mr. Lewis served as president of U.S. operations at Zoetis from 2013 to 2015 and president of international operations at Zoetis from 2015 to 2018. He joined Pfizer in 1988 in the human health pharmaceutical segment and held positions of increasing responsibility in various commercial operations and general management roles.

Board Qualifications

As the CEO of AgroFresh Solutions and the former executive vice president and president of international operations, commercial development, global genetics and PHARMAQ at Zoetis, Mr. Lewis brings critical business insight to a large, diversified company with global operations. He brings experience in international operations for a U.S. multinational company manufacturing globally. Mr. Lewis’s knowledge and strategic planning expertise, as well as knowledge of regions of key importance to the Company, bring even greater perspective to our Board.

Other Service

Mr. Lewis serves on the board of directors of Covis Pharma, a privately held human health specialty pharmaceutical company, and United Veterinary Care, a private veterinary hospital company. He formerly served as chairman of the board for the Animal Health Institute (AHI), an industry trade association in the U.S., and as treasurer for the International Federation for Animal Health (IFAH), the industry trade association in Europe.

Key Skills & Experience

International Paper 2023 Proxy Statement

    Item 1: Election of Directors / Our Nominees  

DG Macpherson

Chairman of the board and chief executive officer of W.W. Grainger, Inc., North America’s leading broad line supplier of maintenance, repair and operating products, with operations primarily in North America, Japan and Europe. Mr. Macpherson assumed the position of chairman in October 2017 and the position of chief executive officer in October 2016, at which time he became a member of Grainger’s board of directors. He served as chief operating officer for Grainger from August 2015 through September 2016. He has served Grainger in many capacities over his many years with the company, including developing company strategy, overseeing the launch of Grainger’s U.S. endless assortment business, Zoro Tools, Inc., building the company’s supply chain capabilities globally and realigning the U.S. business to create greater value for customers of all sizes. He joined Grainger in 2008 after working closely with Grainger for six years as a partner and managing director at The Boston Consulting Group, a global management consulting firm, where he was a member of the Industrial Goods Leadership Team.

Board Qualifications

As the Chairman and CEO of Grainger, a large, publicly traded company, and with his previous experience as a strategy consultant, Mr. Macpherson brings extensive experience in strategic planning, development and execution and strong financial expertise to the Board. He also brings to our Board broad supply chain, manufacturing and operational experience gained over his long tenure at Grainger.

Key Skills & Experience

Kathryn D. Sullivan

Ambassador-at-Large at the Smithsonian National Air and Space Museum, where she served as The Charles A. Lindbergh Fellow of Aerospace History from March 2017 through August 2017. Dr. Sullivan is also a Senior Fellow at the Potomac Institute for Policy Studies. Dr. Sullivan served in several roles in the U.S. Department of Commerce and the National Oceanic and Atmospheric Administration (NOAA) between May 2011 and January 2017, including as Under Secretary of Commerce for Oceans & Atmosphere and NOAA Administrator from March 2014 until January 2017. She served as a Director for Ohio State University’s Battelle Center for Mathematics and Science Education Policy from 2006 through 2011. Between 1996 and 2005, Dr. Sullivan served as President and CEO of the Center of Science and Industry (COSI). Between 1978 and 1993, Dr. Sullivan was a Mission Specialist for NASA. She is a veteran of three Shuttle missions with over 500 hours in space and she is the first American woman to walk in space.

Board Qualifications

Dr. Sullivan’s service at NOAA brings a valuable perspective on current issues in sustainability, which is a critical issue to the Company. As a former NASA space shuttle astronaut, she also brings a strong technical background, leadership capabilities, and strategic planning experience. Dr. Sullivan’s service on other public company boards gives her experience and oversight of natural resource conservation and production as well as a broad range of strategic and tactical business matters. She also brings finance and budgeting experience having served as president and chief executive officer of COSI, as well as her service on a public company’s audit and finance committee.

Other Service

Dr. Sullivan serves on the board of directors of Accenture Federal Services and the advisory board of Terra Alpha Investments, LLC, and served on the boards of directors of several public companies between 1997 and 2011. She is a member of the National Academy of Engineering, the American Academy of Arts and Sciences and National Academy of Public Administration.

Key Skills & Experience

www.internationalpaper.com

  Item 1: Election of Directors / Our Nominees  

Mark S. Sutton

Chairman (since January 1, 2015) and Chief Executive Officer (since November 1, 2014). Mr. Sutton previously served as President & Chief Operating Officer from June 1, 2014 to October 31, 2014, Senior Vice President – Industrial Packaging from November 2011 to May 31, 2014, Senior Vice President – Printing and Communications Papers of the Americas from 2010 until 2011, Senior Vice President – Supply Chain from 2008 to 2009, Vice President – Supply Chain from 2007 until 2008, and Vice President – Strategic Planning from 2005 until 2007. Mr. Sutton joined International Paper in 1984.

Board Qualifications

Mr. Sutton has been with International Paper his entire 30 plus-year career and served in various senior leadership roles, including President and Chief Operating Officer and Senior Vice President – Industrial Packaging, the Company’s largest business. He has also served as the senior leader of Printing and Communications Papers, supply chain, corporate strategic planning, as well as leading packaging operations in Europe, Middle East and Africa. As a result, he brings deep experience and institutional knowledge to the Board and management in his roles as Chairman and CEO.

Other Service

Mr. Sutton serves on the board of directors for The Kroger Company, a publicly traded retail grocery company. He is a member of The Business Council and the Business Roundtable, and serves on the American Forest & Paper Association board of directors. He also serves on the board of directors of Memphis Tomorrow and the LSU Foundation.

Anton V. Vincent

President of Mars Wrigley North America, part of Mars, Incorporated, a global family-owned business with $50 billion in annual revenue and a diverse and expanding portfolio of category leading snacking, food and petcare products and services. Prior to joining Mars Wrigley in May 2019, Mr. Vincent served as chief executive officer at Greencore USA, a leading global manufacturer of convenience foods, from June through December 2018. Prior to Greencore, he spent much of his career with General Mills, holding various leadership roles including President of the Baking Division (from 2010 to 2012), President of the Frozen Frontier Division (2012 to 2014), and President of the U.S. Snacks Division (from 2014 to 2016).

Board Qualifications

As North America president for a large global company, and over 20 years of senior leadership experience, Mr. Vincent brings a wealth of consumer insight, branding, manufacturing perspectives and transformation to the Board. He brings to our Board deep enterprise leadership, marketing and strategic planning expertise.

Key Skills & Experience

International Paper 2023 Proxy Statement

    Item 1: Election of Directors / Our Nominees  

Ray G. Young

Retired Vice Chairman of Archer-Daniels-Midland Company (“ADM”). ADM is a publicly traded company and a global leader in human and animal nutrition and the world’s premier agricultural origination and processing company. Mr. Young served as chief financial officer of ADM from December 2010 to April 2022. Prior to joining ADM, he lived and worked on four continents at General Motors Company (“GM”), a publicly traded company and producer of vehicles throughout the world, from 1986 to 2010. At GM and its affiliates, he served in various senior executive roles, including as its president of the Mercosur Region of South America from 2004 to 2007, its chief financial officer from 2008 to 2009 and as vice president, International Operations, based in China, in 2010.

Board Qualifications

As retired vice chairman and chief financial officer of ADM, Mr. Young brings strong financial expertise and strategic acumen to the Board. In addition to his experience at ADM, he also served in various executive roles at General Motors for over 20 years, and as a result, has a deep knowledge of global operations.

Other Service

Mr. Young is a member of the Board of Hormel Foods Corporation, a publicly traded global branded food company. Mr. Young also serves on the board of the American Cancer Society Illinois Division.

Key Skills & Experience

www.internationalpaper.com

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

Suggesting agenda items for Board meetings;

Presiding over meetings of the Board when the Chairman is not present;

Serving as liaison between the Chairman and independent directors;

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

Approving information sent to the Board;

Organizing the process for evaluating the performance of the Chairman and CEO not less than annually, in consultation with the Management Development and Compensation Committee;

Assuring that a succession plan is in place for the Lead Director role;

Acting as a resource for, and counsel to, the Chairman and CEO;

International Paper 2023 Proxy Statement

  Corporate Governance / How the Board Operates  

Being available for consultation and direct communication if requested by major shareholders.

Retaining independent legal advisors or other independent consultants and advisors who report directly to the Board on Board-related issues; and

Collaborating and consulting with Committee chairs concerning schedules, agendas and written materials.

The Board is committed to a robust and constructive evaluation process designed to promote continuous improvement and overall Board effectiveness.

Our Board conducts an annual self-assessment of its own and its committees’ performances, in accordance with a procedure established by the Governance Committee.

Pursuant to that procedure, the General Counsel conducts interviews with each of the directors based on a questionnaire. Topics covered include, among others:

Effectiveness of Board and committee leadership structure;

Board and committee skills, composition, diversity, and succession planning;

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

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

Board and management dynamics, including the quality of management presentations and information provided to the Board.

Separately, an assessment of individual Board members is conducted by the Governance Committee and the Chairman of the Board prior to their nomination for election by shareowners, in accordance with the Director Qualification Criteria and Independence Standards discussed above.

Board, Committee and Annual Meeting Attendance

•   The Board met eight times during 2022, with an average aggregate attendance rate of 100%.

•   Each director attended at least 97% of the aggregate number of meetings of the Board and committees on which he or she served during 2022.

•   As expected by our Corporate Governance Guidelines, all those who were directors at the time of the 2022 annual meeting were in attendance at that meeting.

After each regularly scheduled meeting, non-management and independent directors of our Board meet in executive session, without management present, chaired by the Lead Director or the respective Committee chair.

If any non-management directors are not independent, the Lead Director will also chair an executive session of independent directors at least once annually.

In 2022, executive sessions were held at every regularly scheduled Board meeting.

Independent directors may engage, at the Company’s expense, independent legal, financial, accounting and other advisors as they may deem appropriate, without obtaining management’s approval.

www.internationalpaper.com

  Corporate Governance / How the Board Operates  

Our new directors participate in a director orientation that includes written materials and presentations by Company employees who are subject-matter experts, as well as meetings with senior management, our independent auditor and both the Company’s and the Management Development and Compensation Committee’s compensation consultants.

New directors visit several of our facilities and meet with employees.

Continuing education occurs at Board and committee meetings, with specific topics of interest covered by management or outside experts.

Directors are also offered the opportunity to attend director education programs provided by third parties.

From time to time, directors attend meetings of Company officers, and, at each Board meeting, they meet informally and formally with senior leaders of the Company.

Our Board has a mandatory retirement policy for non-employee directors, included in our Corporate Governance Guidelines, under which a non-employee director is required to retire from our Board effective December 31 of the year in which he or she turns 75.

In addition, our mandatory retirement policy requires the CEO to retire effective on the first day after the month in which he or she turns 65.

If a director’s principal occupation changes substantially, he or she must tender a resignation for consideration by the Governance Committee. The Governance Committee then recommends to the Board whether to accept the resignation using the Company’s Director Qualification Criteria and Independence Standards.

Under our By-Laws, any director nominee in a non-contested election who fails to receive the requisite majority of votes cast “for” his or her election must tender a resignation, and the Board, through its Governance Committee (excluding the nominee in question), will determine whether to accept the resignation at its next regularly scheduled meeting. In case the resignation is not accepted, the Board will disclose the explanation of its decision via a Form 8-K.

International Paper 2023 Proxy Statement

  Corporate Governance / How the Board Operates  

Governance Committee

4

Meetings in 2022

Attendance Rate

Current Members

Ilene S. Gordon (Chair)

Christopher M. Connor

Jaqueline C. Hinman

Clinton A. Lewis, Jr.

DG Macpherson

All Members are

INDEPENDENT

Meetings

Meeting agendas are developed by the Chair in consultation with committee members and senior leaders, who regularly attend the meetings.

Responsibilities

•   Assuring the Company abides by sound corporate governance principles, including compliance with the Company’s Certificate of Incorporation, By-Laws, and Corporate Governance Guidelines, and reviewing conflicts of interest, including related person transactions under our Related Person Transactions Policy and Procedures.

•   In its capacity as the Board’s nominating committee, identifying and recommending individuals qualified to become Board members and for evaluating directors being considered for re-election.

•   Assuring that shareowner communications, including shareowner proposals, are addressed appropriately by the Board or Company management.

•   Recommending non-employee director compensation and assisting the Board in its annual self-assessment.

Audit and Finance Committee

6

Meetings in 2022

Attendance Rate

Current Members

Ray G. Young (Chair)

Ahmet C. Dorduncu

Anders Gustafsson

Kathryn D. Sullivan

Anton V. Vincent

All Members are

INDEPENDENT

Meetings

Meeting agendas are developed by the Chair in consultation with committee members and senior management, who regularly attend the meetings. At each meeting, the committee also holds executive sessions without members of management, and it also meets privately with representatives from our independent auditor, and separately with the Chief Financial Officer, General Counsel, chief audit executive, and Corporate Controller.

Responsibilities

•   Assisting our Board in monitoring the integrity of our financial statements and financial reporting procedures.

•   Reviewing the independent auditor’s qualifications and independence, as well as overseeing the performance of our internal audit function and the independent auditor.

•   Coordinating our compliance with legal and regulatory requirements relating to the use and development of our financial resources, as well as ensuring that controls are in place to prevent, deter and detect financial fraud by management and monitoring the risk of such fraud.

In overseeing the performance of our internal audit function and independent auditor, the committee discusses the scope, significant risks and plans for the independent audit as well as the annual internal audit workplan. Throughout the year, at committee meetings and in private sessions, the committee discusses issues encountered or any changes in planned audit scopes. These meetings may include key members of the audit teams, subject matter experts, and key members of the management team.

www.internationalpaper.com

  Corporate Governance / How the Board Operates  

Public Policy and Environment Committee

3

Meetings
in 2022

Attendance

Rate

Current Members

Kathryn D. Sullivan (Chair)

Ahmet C. Dorduncu

Anders Gustafsson

Anton V. Vincent

Ray G. Young

All Members are

INDEPENDENT

Meetings

Meeting agendas are developed by the Chair in consultation with committee members and senior leaders, who regularly attend the meetings.

Responsibilities

•   Reviewing environmental and sustainability issues and risks (including climate change) and health and safety issues and risks potentially impacting the Company; contemporary and emerging public policy issues; and pertinent technology issues.

•   Reviewing the Company’s health and safety policies, as well as environmental policies, to ensure continuous improvement and compliance.

•   Reviewing the Company’s policies and procedures for complying with certain of its legal and regulatory obligations, including our Code of Conduct, and reviewing our charitable and political contributions.

Executive Committee                                

0

Attendance

Rate

Current Members

Mark S. Sutton (Chair)

Christopher M. Connor

Ilene S. Gordon

Jacqueline C. Hinman

Kathryn D. Sullivan

Ray G. Young

•   The Executive Committee may act for our Board, to the extent permitted by law, if Board action is required and a quorum of our full Board cannot be convened on a timely basis in person or telephonically.

•   The Chairman of our Board, the independent Lead Director, and the chair of each Board committee are members of the Executive Committee.

Management Development and Compensation Committee

6

Meetings
in 2022

Attendance

Rate

Current Members

Jacqueline C. Hinman (Chair)

Christopher M. Connor

Ilene S. Gordon

Clinton A. Lewis, Jr.

DG Macpherson

All Members are

INDEPENDENT

Meetings

Meeting agendas are developed by the Chair in consultation with committee members and senior leaders, who regularly attend the meetings. An executive session without management present is held at each meeting. The committee’s independent compensation consultant, Frederic W. Cook & Co., Inc. (FW Cook), regularly attends meetings.

Responsibilities

•   Overseeing our overall compensation program and approving the compensation of our senior management (other than the CEO; conducting performance evaluations of the Chairman and CEO at least annually, in accordance with the process organized by the Lead Director; and recommending compensation of the CEO to the independent directors based on such evaluations and other considerations.

•   Discussing with Company management the required disclosure under Item 407(e)(5) of Regulation S-K, including the Compensation Discussion & Analysis (“CD&A”) that is prepared as part of this proxy statement, and recommending that the CD&A be included in the proxy statement.

•   Ensuring we have in place policies and programs for the development of senior leaders and succession planning.

•   Overseeing our retirement and benefit plans for senior officers and approving any significant changes to our retirement and benefit plans for our employees (the committee may delegate its authority for day-to-day administration and interpretation of these plans, except as it may impact our senior leaders, including the CEO).

•   Overseeing our succession planning and talent management strategies and programs, including with respect to diversity, equity and inclusion.

International Paper 2023 Proxy Statement

  Corporate Governance / How the Board Operates  

Attend meetings of the Management Development and Compensation Committee as requested;

Acquire knowledge and understanding of our compensation philosophy and incentive programs;

Provide advice on the direction and design of our executive compensation programs;

Provide insight into the general direction of executive compensation within Fortune 500 companies; and

Facilitate open communication between our management and the Management Development and Compensation Committee, assuring both parties are aware and knowledgeable of ongoing issues.

www.internationalpaper.com

  Corporate Governance / Commitment to Sound Corporate Governance and Ethical Conduct  

Our Corporate Governance Guidelines. Our Board has adopted our Corporate Governance Guidelines that reflect its commitment to sound governance practices. In addition, each of our Board committees has its own charter to assure that our Board fully discharges its responsibilities to our shareowners. Our Board reviews its Corporate Governance Guidelines and committee charters at least annually and makes changes from time to time to reflect developments in the law and corporate governance practices. Our Amended and Restated Certificate of Incorporation permits the size of our Board to range from nine to 18 members. Currently, the size of our Board is 11 members. Our Board maintains four standing committees, as well as an Executive Committee, which is comprised of the CEO, the Lead Director and the chairs of each of the standing committees.

Our Code of Conduct. Our Board has adopted a Code of Conduct (the “Code”) that applies to our directors, officers and all employees to ensure we conduct business in a legal and ethical manner.

Our Global Ethics and Compliance office is located at our global headquarters in Memphis, Tennessee. If an employee, customer, vendor or shareowner has a concern about ethics or business practices of the Company or any of its employees or representatives, he or she may contact the Global Ethics and Compliance office in person, via e-mail or telephone. The Code describes multiple channels by which employees may report a concern, such as through their managers, a human resources professional, legal counsel or our internal audit department.

Our HelpLine is also available 24 hours a day, seven days a week, to receive calls from anyone wishing to report a concern or complaint, whether anonymous or otherwise.

Our HelpLine contact information can be found at www.internationalpaper.com, under the “Company” tab at the top of the page, then under “Ethics & Compliance”.

Employee Engagement Policy. We seek to foster employee well-being and performance through a people development process that includes engagement, health and wellness programs, training and business/region-specific people councils. We know that a highly engaged culture leads to better safety and business success. Our employee engagement survey allows us to measure important factors that affect engagement — how employees feel about their work environment, the people they work with and the Company’s vision.

Our Corporate Governance Guidelines, Code of Conduct and Board committee charters are available at www.internationalpaper.com under the “Investors” tab. Paper copies are also available by written request to the Corporate Secretary at the address on page 113 of this proxy statement.

24

investors

Topics we engaged on included:

Strategy and Portfolio

Capital Allocation

Build a Better IP Value Drivers

Performance

International Paper 2023 Proxy Statement

  Corporate Governance / Commitment to Sound Corporate Governance and Ethical Conduct  

Our By-Laws are available at www.internationalpaper.com, under the “Investors” tab at the top of the page followed by the “Governance” link and then under the “Governance Documents” link. A paper copy is available at no cost by written request to the Corporate Secretary.

Shareholder Rights

  Annual elections and majority voting for directors, with a director resignation policy

  Shareholder right to call special meetings

  Shareholder right to act by written consent

  Shareholder right to proxy access

Board Independence

  10 of 11 director nominees are independent

  Robust independent Lead Director role

  Executive sessions without management present at every Board meeting

  Focus on Board composition and refreshment, with mandatory retirement policy

Other Governance Practices

  Robust engagement with our shareowners

  Strong anti-hedging and anti-pledging stock trading provisions

  Annual Board, committee and individual director self-evaluations

  Strong stock ownership and retention requirements

  Gender and ethnically/racially diverse Board

  Robust oversight of environmental, social and governance (ESG) considerations

www.internationalpaper.com

  Corporate Governance / Board Oversight of the Company  

International Paper 2023 Proxy Statement

  Corporate Governance / Board Oversight of the Company  

Full Board

The Board exercises oversight of the Company’s enterprise risk management (ERM) program, which includes strategic, operational and finance matters, as well as compliance, legal and IT/cyber risks. Our Board and its committees receive regular reports from senior managers on areas of material risk, and how those risks are managed. The Board’s four standing committees also oversee certain risks, as shown below.

Management/ERM Council

The ERM Council is comprised of certain members of the Company’s Senior Leadership Team. The ERM Council regularly report to the Board on areas of risk and risk management. The Chief Information Security Officer (CISO) presents to the Audit & Finance Committee and to the full Board of Directors, as part of the Board’s risk oversight responsibility. For example, the CISO provides reports to the Board and the Audit and Finance Committee on the analysis of emerging IT risks as well as plans and strategies to mitigate those risks to senior management on a regular basis. These risks are also aggregated into the Company’s ERM program.

Audit and Finance Committee

The Committee coordinates the risk oversight role exercised by various committees and management, and it receives updates on the risk management processes twice per year.

•  Oversees the integrity of the Company’s financial statements and other disclosures, the effectiveness of the internal control environment, the internal audit function and the external auditors and compliance with legal and regulatory requirements to mitigate risk.

•  Oversees risks related to information security and cybersecurity.

•  Monitors the risk of financial fraud involving management and ensuring that controls are in place to prevent, deter and detect fraud.

Governance Committee

Oversees risks related to:

•  Governance

•  Director Compensation

Management Development and Compensation Committee

Oversees risks related to:

•  Organizational and Resource Allocation

•  Talent Management

•  Succession Planning

•  Executive Compensation

Public Policy and Environment Committee

Oversees risks related to:

•  Litigation

•  Government Regulation

•  Governmental Enforcement

•  Environment, Health and Safety

•  Sustainability, including climate change

www.internationalpaper.com

  Corporate Governance / Board Oversight of the Company  

Our compensation mix is appropriately balanced and incentive compensation is not overly weighted toward short-term performance at the expense of long-term value creation;

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

Our long-term incentive compensation is also capped and is based entirely on performance shares, which are less leveraged than stock options and, unlike time-based restricted stock awards, reward both Company performance and stock price;

Our performance is measured against absolute and relative metrics to ensure quality and sustainability of Company performance;

We have adopted several programs that serve to mitigate potential risk, including officer stock ownership requirements, clawback policies in our incentive compensation programs, and non-compete and non-solicitation agreements to deter behavior that could be harmful to the Company either during or after employment; and

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

information security and privacy modules included in our mandatory onboarding and annual compliance;

utilizing outside data security consultants to assess the Company’s practices related to, and provide expertise and assistance with, various aspects of information security;

regular testing, both by internal and external resources, of the Company’s information security defenses;

regular phishing drills with all personnel;

regular recovery and continuity exercises to ensure company readiness to manage a cyber event;

global security and privacy policies; and

table-top exercise with senior management covering ransomware and other third-party data security threats.

International Paper 2023 Proxy Statement

  Corporate Governance / Independence of Directors  

Non-profit and charitable organization affiliations of our directors. None of our directors serve as an executive officer of any organization to which we make charitable contributions.

Service by several of our directors as an executive officer at a company with which we may do business. The Governance Committee determined that the commercial relationships involving routine, arms-length purchases and sales transactions between International Paper and these companies were not material under our independence standards. These standards provide that payments that the Company makes to, or receives from, a company at which a member of our Board serves as an executive officer, are not considered a material relationship that would impair the director’s independence if they are for property or services valued at less than the greater of $750,000 or 1.75 percent of such other company’s consolidated gross revenue. We provide additional details about these relationships in the following table.

www.internationalpaper.com

  Corporate Governance / Independence of Directors  

Archer-Daniels- Midland Company

(thru Dec 2022)

International Paper 2023 Proxy Statement

  Corporate Governance / Transactions with Related Persons  

www.internationalpaper.com

Provide total compensation comprising both cash and equity elements that targets the median level of compensation paid by our Compensation Comparator Group (“CCG”), which is described in the Compensation Discussion & Analysis section of this proxy statement;

Align the interests of our directors with the interests of our shareowners;

Attract and retain top director talent; and

Be flexible enough to meet the needs of a diverse group of directors.

Our Director Pay Principles

•  Maintained mix of cash and equity in line with cross-section of similar companies (CCG), which total compensation was at the median level of companies included in our CCG

•  Paid 58% of regular board fees in the form of equity to ensure that directors, like shareowners, have a personal stake in the Company’s financial performance

•  Compensated directors competitively, based on a cross-section of similar companies (CCG)

•  Continued to allow directors to elect to take equity in place of cash and to elect to defer their fees until retirement

International Paper 2023 Proxy Statement

  Director Compensation / Stock Ownership Requirements  

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

Committee chair fees, a Lead Director fee, and an Audit and Finance Committee member fee, as applicable; and

Life insurance, business travel accident insurance, and liability insurance.

www.internationalpaper.com

  Director Compensation / Elements of our Director Compensation Program  

Type of Fee

Board Fees

Cash Retainer

Equity Retainer

Committee Fees

Audit and Finance Committee Chair

Audit and Finance Committee Non-Chair Member

Management Development and Compensation Committee Chair

Governance Committee Chair

Public Policy and Environment Chair

Lead Director

International Paper 2023 Proxy Statement

  Director Compensation / Non-employee Director Compensation Table  

Name of Director

Christopher M. Connor

Ahmet C. Dorduncu

Ilene S. Gordon

Anders Gustafsson

Jacqueline C. Hinman

Clinton A. Lewis, Jr.

DG Macpherson

Kathryn D. Sullivan

Anton V. Vincent

Ray G. Young

As described above, certain directors elected to receive shares of restricted stock in lieu of cash and therefore had no cash compensation during 2022.

The value of stock awards shown in the “Stock Awards” column is based on grant date fair value calculated under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. The grant date fair value of the equity awards shown in the “Stock Awards” column is based on the closing price of the Company’s common stock on the last business day immediately preceding the date of grant, which was May 9, 2022. Directors who elect to defer their equity retainer fee receive RSUs rather than restricted stock. Restrictions on shares awarded to our directors under our current compensation plan lapse one year from the date of grant, and then the shares are freely transferable, subject to our director stock ownership requirement and securities regulations. RSUs are not transferable until a director’s retirement from the Board, death or disability. The cash value of RSUs is paid in January following retirement, death or disability.