International Paper said its board appointed Andrew K. Silvernail, 53, as chief executive officer on March 13, 2024, effective May 1, 2024 or another date the parties agree. Mark S. Sutton will continue as Chairman of the Board.

1. 01

   International Paper said its board appointed Andrew K. Silvernail, 53, as chief executive officer on March 13, 2024, effective May 1, 2024 or another date the parties agree. Mark S. Sutton will continue as Chairman of the Board.

2. 02

   The company said Silvernail's annual base salary will be $1,000,000 and his target bonus under the Annual Incentive Plan will be 150% of base salary. For 2024, his AIP payout will be based on the greater of actual performance or 75% of his target pro-rata opportunity.

3. 03

   International Paper said it will grant Silvernail a one-time inducement grant of performance share units with a grant date fair value of $8,500,000. He must remain employed through the 3rd anniversary of the Effective Date; the average closing price over the 90 trading days would need to be below the grant-date closing price plus +$10 for 0% to vest, and 200% of target shares would vest at or above +$30.

4. 04

   International Paper said Silvernail will receive a lump sum cash severance equal to 2.0 times his base salary plus target AIP if he is terminated without cause or resigns for good reason, and 2.99 times that sum in a change in control.

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Original filing

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