International Paper (NYSE: IP) 2026 proxy outlines spin-off, DS Smith integration and board reforms

Rhea-AI Filing Summary

International Paper Company asks shareowners to elect 11 directors, ratify Deloitte & Touche as auditor for 2026, and approve on a non‑binding basis executive compensation at its virtual annual meeting on May 11, 2026.

The company highlights a multi‑year transformation built around its 80/20 performance system, the 2025 acquisition and integration of DS Smith, and the January 2026 sale of its Global Cellulose Fibers business. In Packaging Solutions North America, adjusted EBITDA grew 37% year over year in 2025, with a 340‑basis‑point margin expansion driven by volume growth, pricing and footprint optimization.

International Paper plans to separate its North American and EMEA packaging businesses into two independent, publicly traded companies, and expects the EMEA spin‑off to be completed in 12–15 months. The proxy details board refreshment, a new 12‑year director term‑limit policy, extensive shareowner rights, and strong oversight of safety, cybersecurity and sustainability, including forthcoming Deliver 2030 climate and circularity goals.

Insights

Corporate governance and strategy analyst

Proxy combines major portfolio moves with tighter governance and sustainability oversight.

International Paper pairs routine annual meeting items with disclosure of significant strategic shifts. Management reports strong 2025 performance in North American packaging, including 37% adjusted EBITDA growth and 340‑basis‑point margin expansion, while completing the DS Smith integration and selling the Global Cellulose Fibers business.

The board outlines plans to separate North American and EMEA packaging into two independent public companies, with the EMEA spin‑off expected within 12–15 months. This creates distinct regional platforms, each with its own leadership, commercial strategy and balance sheet, though execution and market conditions will influence realized outcomes.

Governance practices feature annual director elections with majority voting, proxy access, rights to call special meetings and act by written consent, and a new 12‑year director term‑limit model. Expanded oversight of safety, cybersecurity, artificial intelligence and sustainability, plus the Deliver 2030 framework, signal sustained focus on risk management and long‑term environmental priorities. Future filings and the spin‑off timetable will show how these plans progress.

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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 (Amendment No.  )

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

☐	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 §240.14a-12

International Paper Company

(Name of Registrant as Specified In Its Charter)

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

☑	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

Transforming IP Through Strategic

Focus and a Culture of Accountability

Rooted in Our Mission and Values

Mission

Together, we create sustainable packaging

solutions that enable our customers,

teammates, and shareowners to thrive in an

ever-changing world.

Values

Safety		Trust		Excellence
Above all, we care about people. We look out for each other to ensure everyone is physically and emotionally safe.		We build trust through our competency and our character. We uphold the highest ethical standards, are transparent and make principled decisions.		We deliver best in class results through great teams deploying 80/20 at the point of impact.
A Great Place to Work Driving Customer Excellence and Profitable Growth

www.internationalpaper.com / 1

Notice of Annual Meeting

of Shareowners

Date and Time

Monday, May 11, 2026,

at 11:00 a.m. CDT

Location

Online via the webcast at

www.virtualshareownermeeting.

com/IP2026

Your vote is important!

Vote on the Internet

Go to the website address shown

in the Notice of Internet Availability

or proxy card provided to you.

You will need the 16-digit control

number printed on the Notice of

Internet Availability or proxy card.

Vote by telephone

Dial the toll-free number shown in

the Notice of Internet Availability

or proxy card provided to you.

You will need the 16-digit control

number printed on the Notice of

Internet Availability or proxy card.

Vote by mail

Mark, sign and date your proxy

card and return it in the postage-

paid envelope that was included

with the proxy card.

At the meeting

You also may vote online during

the annual meeting by following

the instructions provided on the

meeting website during the

annual meeting. To vote at

the meeting, visit

www.virtualshareownermeeting.

com/IP2026.

Items of Business		Board Recommendation
ITEM 1	Election of 11 Directors		FOR
ITEM 2	Ratification of Deloitte & Touche LLP as our independent auditor for 2026		FOR
ITEM 3	Non-binding resolution to approve the compensation of our Named Executive Officers		FOR
Consider any other business properly brought before the meeting

Record Date

Owners of record of International Paper common stock at the close of business on

March 12, 2026, are entitled to vote at the meeting.

By order of the Board of Directors,

Joseph R. Saab

Senior Vice President, General Counsel and Corporate Secretary

March 27, 2026

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

of Shareowners to Be Held on May 11, 2026.

The following materials are available for viewing and printing at

materials.proxyvote.com/460146:

•The Notice of Annual Meeting of Shareowners to be held on May 11, 2026;

•International Paper’s 2026 Proxy Statement; and

•International Paper’s 2025 Annual Report.

A Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) or the

proxy statement, proxy card and annual report are first being sent to shareowners on or

about March 27, 2026. Information contained in this Proxy Statement does not take into

account changes effective after the mail date unless otherwise noted.

2 \ International Paper 2026 Proxy Statement

Dear Shareowner

March 27, 2026

		We invite you to join us for our 2026 Annual Meeting of Shareowners. This year’s meeting will be held virtually via live webcast on May 11, 2026, at 11:00 a.m., Central Time at www.virtualshareownermeeting.com/IP2026. Please review the enclosed materials and vote your shares. Your vote is important, and I urge you to promptly cast your vote in accordance with the Board’s recommendations.
			Andrew K. Silvernail Chairman of the Board and Chief Executive Officer

Dear Shareowner,

Thank you for your confidence in our Company.

International Paper set ambitious expectations for 2025 to fully engage our team and accelerate our

performance trajectory. We committed to eliminating serious injuries and fatalities, improving the customer

experience, reducing costs, driving profitable growth, and delivering DS Smith integration and synergies amid

significant market-driven headwinds. We also completed the sale of our Global Cellulose Fibers business

(January 2026), further sharpening our focus on providing sustainable packaging solutions for our customers.

Throughout this period of transformation, we maintained a solid balance sheet and returned approximately

$977 million in cash to our shareowners through dividends.

In Packaging Solutions North America, we continued to move swiftly, using 80/20 principles to tackle

challenges and drive improvement. Despite a challenging macro environment in 2025, we delivered 37%

year-over-year adjusted EBITDA(1) growth supported by above-market volume growth in the second half of the

year, strong price realization and continued footprint optimization in our mills and converting plants. Significant

investments in reliability, quality and sales capabilities further elevated our commercial performance,

contributing to a 340-basis-point margin expansion as customers rewarded our improved performance with

significant business wins.

In Packaging Solutions EMEA, we continued to advance our transformation with urgency and

discipline. We have taken decisive action to simplify, segment, and integrate legacy DS Smith and legacy IP

EMEA in the face of a weak market. While our EMEA business is in the early stages of transformation, we have

a clear roadmap for commercial success and structural cost actions. We expect to see the benefits from these

initiatives accelerate throughout 2026.

www.internationalpaper.com / 3

Dear Shareowner

In January 2026, we initiated the next major step in our transformation by announcing our intention to

create two independent, publicly traded companies — a North America–focused International Paper and a

dedicated EMEA packaging company. Looking ahead, each company will be positioned to win in its respective

market supported by focused leadership, tailored commercial strategies, independent balance sheets and

flexible capital allocation aligned to attractive, but different, in-region opportunities. Powered by our 80/20

performance system, we believe both companies will be positioned to advance strategic priorities and deliver

compelling long-term financial performance. We expect the spin-off of our EMEA business to be completed in

12-15 months.

We are taking swift and decisive action to create long-term value for our shareowners. The scale of our

transformation is exciting, and our traction is strong as we work to deliver near-term performance and fund

investments in our future growth. International Paper is strengthening our position as the leader in sustainable

packaging and we remain steadfast in our commitment to execute our transformation plan, deliver a best-in-

class customer experience and create value for our shareowners.

As we embark on this next phase of our journey, I want to welcome the newest members of my executive

team and board of directors: Lance Loeffler, chief financial officer (April 2025); and Melissa Flores, chief

human resources officer (January 2026); and independent director, David Robbie, who joined our board in

February 2025 following the DS Smith acquisition. I also want to thank my colleagues throughout the company

for your dedication to IP. It is your courage, candor, and action that makes our future bright. It is through you

that we earn the trust of our customers and our owners.

Sincerely,

Andrew K. Silvernail

Chairman of the Board and

Chief Executive Officer

(1)See page 68 for non-GAAP financial measure definitions and Appendix A for a reconciliation of Adjusted EBITDA to the most directly comparable

GAAP measure.

2025 Performance Highlights

We successfully completed the acquisition of DS Smith and established a platform to drive the seamless integration into our regional business. We advanced the implementation of our 80/20 performance system and initiated deployment in EMEA markets. We sustained progress on simplifying our business model and rationalizing our portfolio to deliver on our vision of being the leader in sustainable packaging solutions.

4 \ International Paper 2026 Proxy Statement

Table of

Contents

Company Highlights	6
Proxy Summary	11

ITEM 1 Election of 11 Directors 15

Summary of Director Nominees’ Core Competencies	16
Our Director Nominees	17
Board Refreshment Policies	24
How We Build the Right Board for Our Company	25
Independence of Directors	27
Corporate Governance	28
Governance Practices	28
How the Board Operates	28
Shareowner Engagement	35
Board Oversight of the Company	37
Transactions with Related Persons	43
Commitment to Sound Corporate Governance and Ethical Conduct	44
Director Compensation	45
Compensation Philosophy	45
Elements of Our Director Compensation Program	46
Stock Ownership Requirements	47
Non-Employee Director Compensation Table	48

ITEM 2 Ratification of Deloitte & Touche LLP as Our Independent Auditor 49

Background on Our Independent Auditor	50
Independent Auditor Fees	50
Services Provided by the Independent Auditor	51

ITEM 3 Non-Binding Say-on-Pay Resolution 53

Compensation Discussion & Analysis (CD&A)	54
Introduction	54
Overview of Our CD&A	55
Executive Compensation Tables	89
Summary Compensation Table	89
Grants of Plan-Based Awards During 2025	91
Outstanding Equity Awards at December 31, 2025	93
Stock Vested in 2025	94
Pension Benefits in 2025	94
Nonqualified Deferred Compensation in 2025	97
Post-Employment Termination Benefits	98
Pay Versus Performance	104
CEO Pay Ratio	109
Equity Compensation Plan Information	110
Ownership of Company Stock	111
Security Ownership of Certain Beneficial Owners	111

Information About the Annual Meeting	114
Appendix A–Reconciliations of Non-GAAP Financial Measures	A-1

	Index of Frequently Requested Information
	Sustainability Highlights	9
	Summary of Director Nominees’ Core Competencies	16
	Board Policies and Practices	30

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

www.internationalpaper.com / 5

Table of Contents

Forward-Looking Statements. Certain statements in this Proxy Statement that are not historical in nature may be

considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as

amended. Words such as “expects,” “anticipates,” “believes,” “estimates” and similar expressions identify forward-looking

statements. These statements are not guarantees of future performance and reflect management’s current views and are

subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these

statements. Moreover, any targets or goals with respect to climate change or other sustainability matters discussed herein

or in our sustainability reports as noted below are forward-looking statements and may be aspirational. These targets or

goals are not guarantees of future results, and involve assumptions and known and unknown risks and uncertainties, some

of which are beyond our control. Such risks and other factors that may impact forward-looking statements are discussed in

our filings with the SEC, including in Item 1A under the caption “Risk Factors” in our Annual Report on Form 10-K for the

year ended December 31, 2025, filed on February 27, 2026, and the risks and uncertainties discussed in any subsequent

reports that we file or furnish with the SEC from time to time. The information contained herein speaks as of the date

hereof, and we do not have or undertake any obligation to update or revise our forward-looking statements, whether as a

result of new information, future events or otherwise, except to the extent required by law.

No Incorporation by Reference. Information that is in our 2024 Sustainability Report, any information that will be in our

2025 Sustainability Report to be published later in 2026, and any other information on our website that we may refer to in

this Proxy Statement is not incorporated by reference into, and does not form any part of, this Proxy Statement.

Statements Relating to Non-U.S. GAAP Measures

While the Company reports its financial results in accordance with accounting principles generally accepted in the United

States (“GAAP”), certain non-GAAP financial measures are presented in this Proxy Statement. Management believes these

non-GAAP financial measures, when used in conjunction with information presented in accordance with GAAP, can

facilitate a better understanding of the impact of various factors and trends on the Company’s financial condition and results

of operations. Management also uses these non-GAAP financial measures in making financial, operating and planning

decisions and in evaluating the Company’s performance. The non-GAAP financial measures in this Proxy Statement have

limitations as analytical tools and should not be considered in isolation or as a substitute for an analysis of our results

calculated in accordance with GAAP. In addition, because not all companies use identical calculations, our use of non-

GAAP financial measures in this Proxy Statement may not be comparable to similarly titled measures disclosed by other

companies, including companies in our industry. Non-GAAP financial measures are defined on page 68. A reconciliation of

all non-GAAP financial measures (and their components) to the most directly comparable GAAP financial measures is

available at Appendix A.

Discontinued Operations

The Company sold its Global Cellulose Fibers business on January 23, 2026. Current and historical results were adjusted

to reflect the Global Cellulose Fibers business as a discontinued operation in our Annual Report on Form 10-K filed with the

U.S. Securities and Exchange Commission on February 27, 2026.

6 \ International Paper 2026 Proxy Statement

Company

Highlights

International Paper at a Glance

At International Paper, we create sustainable packaging solutions that enable our customers, teammates, and shareowners

to thrive in an ever-changing world. By staying relentlessly committed to low‑cost production, operational excellence, and

innovative sustainable solutions, we’re exceeding the expectations of our customers and creating long-term value for all

our stakeholders.

We’re building momentum while building trust, and igniting a catalyst for change across the packaging landscape – one box

at a time.

Strategic Highlights

Throughout 2025, we continued to execute a multi‑year transformation designed to simplify our portfolio, sharpen our

regional focus and improve underlying earnings power. We undertook significant strategic and operational changes driven

largely by our 80/20 performance system. We also divested our Global Cellulose Fibers ("GCF") business and integrated

DS Smith into our regional businesses — moves that sharpened our focus, expanded our capabilities, and positioned us for

accelerated, above‑market growth. Now, we’re taking the next bold step: separating our North American and Europe,

Middle East and Africa ("EMEA") packaging businesses into two independent, publicly traded companies that can move

faster, innovate deeper, and serve customers with unmatched agility.

Company Vision and Strategic Direction

Taking Bold Steps to Accelerate Our Growth
1 Building on a strong foundation to achieve above-market growth potential	2 Prioritizing the right geographies, customers, and products	3 Applying 80/20 to drive strategy and focus resources	4 Winning in attractive markets through decisive initiatives across our virtuous cycle
Driving Sustainable Value Creation Through Clear Actions

www.internationalpaper.com / 7

Company Highlights / Safety Excellence

Building Leadership Continuity

Throughout 2025, we cultivated a strong and stable leadership foundation to support our transformation. Our chief

executive officer ("CEO"), Andrew K. Silvernail, now in his second year, solidified his Executive Leadership Team, ensuring

continuity and alignment with our long-term vision. We executed a planned chief financial officer ("CFO") transition by

moving former CFO Timothy S. Nicholls into a strategic role leading our EMEA business, operating as DS Smith, and

welcoming Lance T. Loeffler as our new CFO. In January 2026, Melissa S. Flores joined IP as senior vice president and

chief human resources officer. We also made significant investments in our broader leadership team focused on leading

others through transformation and change through trust and collaboration. These deliberate steps strengthen organizational

stability, drive meaningful impact and position us for sustained growth.

Safety Excellence

At International Paper, we value safety above all else. The safety and well-being of our employees, visitors and business

partners is fundamental to how we operate. In 2025, we reinforced our commitment to safety performance and further

implemented our Safety Excellence strategy, which is designed to strengthen our safety culture across all operations.

Through our Safety Excellence efforts, we are building a culture guided by five key attributes:

	1			2			3			4			5
	We speak up and take action – every time, without fear.			We show up where the work happens and listen with intent.			We lead with humility and curiosity.			We proactively eliminate risk and invest in what matters.			We create a culture of care, trust, and accountability.

To ensure lasting impact, in 2025 we continued our partnership with a leading safety consultant and initiated

comprehensive, top-down training throughout our leadership ranks. Members of our executive teams actively participated in

safety leadership training, personal coaching and in-field demonstrations, reinforcing accountability and modeling the

behaviors we expect across the organization. These efforts are part of a broader plan to embed safety into every aspect of

our operations, with additional initiatives scheduled for 2026 and 2027 to further advance our culture of safety excellence

and engage every team member.

We believe that safety performance and operational performance are inextricably linked. Plants and mills that operate

safely are less likely to experience unplanned process interruptions and downtime. The culture we are building to improve

safety performance also improves asset reliability, enhances production stability and supports more consistent cost

performance. Accordingly, the key drivers of strong safety performance contribute directly to operational excellence and, in

turn, to our financial results. Our focus on Safety Excellence is therefore both a cultural imperative and a key

operational priority.

Our goal is to achieve zero serious injuries and fatalities at all sites and see that everyone goes home safely at the end of

each workday. This commitment means empowering every team member to stop unsafe work without hesitation.

To advance this goal, we took the following steps in 2025:

•Trained 163 top leaders in 84 sessions that included classroom modules and coaching;

•Began training 3,400 site level leaders through classroom modules and in-field coaching;

•Established a Safety Governance Team in North America made up of executive leaders responsible for all North

American operations;

•Elevated safety updates as a standing agenda item at every meeting of the Board of Directors;

•Executed targeted investments to sustainably reduce exposure to harm in our facilities; and

•Celebrated team members who modeled our safety culture through personal recognition by our CEO and sharing stories

across the enterprise, reinforcing a culture where safety leadership is valued and visible.

8 \ International Paper 2026 Proxy Statement

Company Highlights / Performance Highlights

Performance Highlights

Gaining Momentum On Our Transformational Journey

Advantaged Cost Position (ACP)

Expands margins while bolstering ability to win

with customers; funds investment

Superior Customer Experience

(Superior CX)

Deliver additional volume growth, earn loyalty

and willingness to pay

High Relative Supply Position (High RSP)

Build advantaged capabilities and offerings

while driving even lower cost

80/20 Performance System

At International Paper, we follow the IP 80/20 performance system. The 80/20 approach is a disciplined, data-driven

operating model focused on simplification, segmentation, resourcing and growth. In recent years the Company has taken

actions to drive meaningful operational improvement and increase strategic flexibility across our global portfolio.

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

www.internationalpaper.com / 9

Company Highlights / Sustainability Highlights

Sustainability Highlights

Sustainability is a core strength of International Paper, and we are dedicated to addressing the sustainability challenges we

all face today, as well as those that will impact future generations.

For more than a century, International Paper has championed the sustainable management of natural resources. As part of

our commitment to create long-term value, we are working to deliver sustainable outcomes through our businesses. We

believe that by using resources responsibly and efficiently, creating recyclable fiber-based solutions, taking action to reduce

our emissions and water consumption and investing in our people and our communities, we help ensure our business is

safe, successful and sustainable for generations to come.

Both International Paper and DS Smith performed a double materiality assessment ("DMA") in 2024, which broadens the

traditional view of materiality to include both financial and nonfinancial impacts.

Throughout 2025, our sustainability team worked with a third party to analyze and consolidate the two DMAs into a single

framework for reporting purposes. This work supported the development of a shared sustainability framework used during

the integration period, while recognizing that each business will continue to evolve its own priorities and ambitions as the

organizations move toward separation.

We engaged with various internal and external stakeholders, including employees, suppliers and customers, to identify

sustainability-related impacts, risks and opportunities. This work helped ensure that our sustainability framework aligns with

stakeholder priorities and focus our strategy and resources on priority areas.

The assessment concluded that the topics of highest importance as a combined company are climate change, pollution,

circular economy, water, and workers in the value chain.

As part of our ongoing transformation, International Paper and Packaging Solutions EMEA, operating as DS Smith will

review their DMAs based on best practice, guidance and new developments to identify key issues for their respective

businesses and stakeholders, maintaining alignment with our focus areas and the United Nations Sustainable

Development Goals.

Our approach to sustainability considers our entire value chain, from sourcing renewable raw materials responsibly and

working safely, to making recyclable products and providing a market for recovered products.

	Our Sustainability Journey
	Balanced Resource Management		Being good stewards of forests and water resources through responsible use and sourcing	Improving value chain footprint by enhancing energy efficiency and expanding use of renewable energy
	Sustainable Packaging Solutions		Creating innovative solutions for a circular world that are reusable, recyclable, or compostable	Striking a balance between economic growth and environmental responsibility
	Strong, Responsible Governance		Integrating sustainability across the organization through robust governance structures	Prioritizing employee safety and community wellbeing
	Creating Long-term Value by Further Integrating Sustainability into Our Strategy

10 \ International Paper 2026 Proxy Statement

Company Highlights / Sustainability Highlights

Climate Risk Management

Climate change presents risks and opportunities for IP and the communities we serve. As a leader in sustainable packaging

solutions, we are actively addressing these challenges and unlocking opportunities in the low-carbon circular economy.

We are committed to transparent climate-related disclosures:

Science Based Targets initiative (SBTi) The Company continued progress toward an approved SBTi target.			Climate Disclosure Project (CDP) We respond to CDP’s Climate Change, Forest and Water Security questionnaires.
International Sustainability Standards Board (ISSB) International Financial Reporting Standards (IFRS) Climate Report Our climate reporting outlines our climate risks, opportunities and strategies.			Taskforce on Nature-related Financial Disclosures (TNFD) As an early adopter of the framework, we published our first TNFD Report in 2025 using 2024 data. Our 2025 TNFD will publish later this year.

For detailed information on our climate strategy and actions, please see our Sustainability reporting hub at

www.internationalpaper.com.

Looking Ahead: Deliver 2030

International Paper plans to launch our

Deliver 2030 sustainability framework

in 2026. Deliver 2030 is designed to

deliver progress across three core

impact areas: Designing for Circularity,

Advancing Nature-Positive Sourcing,

and Driving Climate Impact. The new

framework will replace the company’s

legacy sustainability frameworks as

we focus on creating sustainable

packaging solutions.

Deliver 2030 is central to how we create

value for our company and our

customers, while living our values.

www.internationalpaper.com / 11

Proxy

Summary

This summary highlights information contained elsewhere in this Proxy Statement. This summary does

not contain all the information you should consider, and you should read the entire Proxy Statement

before voting.

Meeting Agenda and Voting Recommendations

Items		Board Recommendation
Election of 11 Directors		FOR
		See pages 15-23
	Ratification of Deloitte & Touche LLP as the Company’s Independent Auditor for 2026		FOR
			See pages 49-52
Non-Binding Resolution to Approve the Compensation of Our Named Executive Officers		FOR
		See page 53

Consider any other business properly brought before the meeting.

12 \ International Paper 2026 Proxy Statement

Proxy Summary / Board Nominees

Board Nominees

All nominees are currently directors of International Paper.

				Director Since		Board Committees
Name		Primary Occupation	Age			A&F	GOV	MDCC	STS
	Christopher M. Connor Lead Director	Retired Chairman and Chief Executive Officer, The Sherwin-Williams Company	70	2017
	Jamie A. Beggs*	Senior Vice President and Chief Financial Officer, Avient Corporation	49	2024
	Ahmet C. Dorduncu	Retired Chief Executive Officer, Akkök Group	72	2011
	Anders Gustafsson*	Chairman, Zebra Technologies Corporation	65	2019
	Jacqueline C. Hinman	Chief Executive Officer, Atlas Technical Consultants	64	2017
	Clinton A. Lewis, Jr.	Retired Chief Executive Officer, AgroFresh Solutions, Inc.	59	2017
	David A. Robbie*	Retired Group Finance Director, Rexam, PLC	62	2025
	Andrew K. Silvernail	Chairman and Chief Executive Officer	55	2024
	Kathryn D. Sullivan	Senior Fellow Potomac Institute for Policy Studies; Ambassador-at- Large, Smithsonian National Air & Space Museum	74	2017
	Scott A. Tozier*	Retired Chief Financial Officer and Strategic Advisor to the CEO, Albemarle Corporation	60	2024
	Anton V. Vincent	President, Mars Snacking North America and Global Ice Cream	61	2021

A&F: Audit and Finance GOV: Governance MDCC: Management Development and Compensation STS: Safety, Technology and Sustainability    Member   Committee Chair

*   Denotes Board-designated Audit Committee Financial Expert

Board Nominees Snapshot

Tenure			Age

In the past 5 years,

we've added five new

directors with key

areas of expertise

and new perspectives

www.internationalpaper.com / 13

Proxy Summary / Board Nominees

Refreshed Board

The Board continually considers potential director candidates in

anticipation of retirements, resignations or the need for additional

capabilities. In 2026, the Company updated its Corporate Governance

Guidelines to sunset the mandatory retirement age of 75 effective

December 31, 2026, and adopt a 12-year director term-limit model,

which may be extended if the Board determines that doing so is in the

best interests of shareowners. The Board’s mandatory retirement age

policy will continue to apply to all directors currently serving on the

Board through December 31, 2026, after which director service will be

governed by the term‑limit policy rather than age‑based criteria.

To prepare for future transitions related to these changes, the Board has

engaged a search firm to assist in recruiting directors and evaluate our

current director skill sets, ensuring we have the right people with the

right expertise to support our strategy and governance priorities. The

Board is committed to identifying highly qualified women candidates to

maintain and strengthen perspectives in the boardroom.

Director candidates are assessed for independence, tenacity, skills,

expertise and perspectives. Candidates meet with the Board to ensure

alignment with culture and are screened for conflicts of interest.

Board Changes in the

Past 5 Years

•Five new independent

directors with key areas of

expertise and new

perspectives have joined

our Board

•Three new members of our

audit committee are financial

experts with extensive

experience as chief financial

officers of public companies.

Experience

	CEO Leadership Experience	64%		Manufacturing	73%		Supply Chain	64%
	Financial Expert	64%		Marketing	64%		Sustainability	91%
	International Operations	91%		Strategic Planning	100%		Technology/ Cybersecurity	55%

	Governance Highlights We believe sound corporate governance is critical to achieving business success and serves the best interests of our shareowners. Highlights of our commitment to sound governance practices are shown below.
	Annual elections and majority voting for directors, with a director resignation policy   Shareowner right to call special meetings   Shareowner right to act by written consent   Shareowner right to proxy access   Robust independent Lead Director role	Strong stock ownership and retention requirements   Robust oversight of sustainability   Active engagement with our shareowners   Focus on board composition and refreshment, with director term-limit policy (effective March 2026)   Strong anti-hedging and anti-pledging stock trading provisions and Clawback Policy

14 \ International Paper 2026 Proxy Statement

Proxy Summary / 2025 Executive Compensation Overview

2025 Executive Compensation Overview

Our executive compensation program is designed around two guiding principles: pay for performance and pay at risk.

1. Pay for Performance

We reward achievement of specific goals that improve our financial performance and drive strategic initiatives to ensure sustainable

long-term profitability.

2025 Outcomes

   Payouts under our Long-Term Incentive Plan (“LTIP”) are based predominantly on three-year Company performance.

Members of our Executive Leadership Team (ELT) receive 100% performance stock units.

   Our Short-Term Incentive (“STI”) award is now based on performance metrics for each business unit with individual

performance modifiers eliminated to support a team-oriented culture.

   Achievement against the Company metrics for our STI plan resulted in awards of 87.9% of target (corporate center).

   2023-2025 performance-based awards under the LTIP vested at 73.81% of target.

2. Pay at Risk

We believe a significant portion of an executive’s compensation should be specifically tied to performance. For 2025, 93% of our CEO’s

target compensation and, on average, 81% of our other NEOs’ target compensation, was based on Company and/or stock performance

and was therefore at risk, as shown below.

CEO Target Pay Mix			Average Other NEOs Target Pay Mix

www.internationalpaper.com / 15

ITEM 1

Election of 11 Directors

The Board of Directors currently consists of 11 members, each of whom has been nominated by the Board, upon

recommendation by the Governance Committee, for re-election by shareowners at the annual meeting. Ten of our director

nominees are independent. For information about each of these individuals, see “Board Nominees” below.

All nominees, if elected, will hold office until our 2027 annual meeting or until a qualified successor has been elected,

absent an earlier death, resignation or retirement. We know of no reason why any nominee would be unable or unwilling to

serve if elected. If, prior to the election, a nominee becomes 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 choose to reduce

its size.

There are no other nominees competing for seats on the Board. Under our Amended and Restated Certificate of

Incorporation and Amended and Restated By-Laws, directors in non-contested elections must receive an

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

respect to a nominee. Abstentions and “broker non-votes” will have no effect on the results.

If you hold your shares in street name, your shares cannot be voted in the election of directors unless you provide voting

instructions to your representative.

Our Board of Directors unanimously recommends that you vote FOR each of the 11 nominees.

16 \ International Paper 2026 Proxy Statement

Item 1: Election of 11 Directors / Summary of Director Nominees’ Core Competencies

Summary of Director Nominees’

Core Competencies

Our Board and the Governance Committee have assembled a Board made up of experienced directors who are currently,

or have recently been, leaders of major companies and institutions, are independent thinkers, and bring to the boardroom a

range of backgrounds, tenures and skills. The Board believes that a range of perspectives enhances the quality of its

deliberations and decisions.

The Board seeks to have a mix of tenures among its members so it can benefit from a blend of institutional knowledge and

fresh perspectives. Refreshment efforts have resulted in an average tenure for our current directors of 5.8 years.

The following chart summarizes the core competencies that the Board considers valuable to effective governance and

successful oversight of our corporate strategy, and illustrates how our Board nominees individually and collectively

represent these key competencies. The lack of an indicator for a particular item does not mean the director does not

possess that qualification, skill or experience; rather, the indicator represents that the item is a director's core competency.

Skills and Experience
	CEO Leadership Experience Public company CEO leadership that contributes to the understanding and oversight of large complex organizations
	Financial Expert Meets the SEC and NYSE 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
	Sustainability Strengthens the Board’s oversight of climate risks and our environmental, safety and sustainability initiatives
	Technology/Cybersecurity Contributes to the understanding and oversight of cybersecurity threats and digital transformation
	Board Demographics
	Age	49	70	72	65	64	59	62	55	74	60	61
	Tenure (Rounded years)	2	9	15	7	9	9	1	2	9	2	5

www.internationalpaper.com / 17

Item 1: Election of 11 Directors / Our Director Nominees

Our Director Nominees

The following 11 individuals are nominated for election at the 2026 annual meeting to serve until 2027.

Jamie A. Beggs

Ms. Beggs currently serves as senior vice president and chief financial officer of Avient Corporation

(NYSE: AVNT), a premier provider of specialized and sustainable materials solutions and services

(2020-present). Prior to this role, Ms. Beggs served as senior vice president at Hunt Consolidated

(2017-2019), a diversified holding company. Additional experience includes various roles at Celanese

Corporation (NYSE: CE), a global chemical and specialty materials company (2007-2017).

Board Qualifications

As chief financial officer of a public company, Ms. Beggs oversees finance and investor relations, as

well as, at times, information technology and corporate communications. At Avient Corporation, she

also helps lead the organization through a strategy focused on long-term sales growth leveraging

innovative and sustainable solutions, and growth into new end markets and geographies.

Other Public Company Boards

None

Other Affiliations

None

Key Skills & Experience

Independent

Age: 49

Director since: 2024

Committees

•Audit and Finance

•Safety, Technology

and Sustainability

Christopher M. Connor

Mr. Connor retired as executive chairman of The Sherwin-Williams Company, a global manufacturer

of paint, architectural coatings, industrial finishes, and associated supplies, in December 2016.

Mr. Connor joined The Sherwin-Williams Company in 1983 and served as its chairman and chief

executive officer from 2000 to 2015 before assuming the role of executive chairman in 2016.

Board Qualifications

Having served as CEO and executive chairman of The Sherwin-Williams Company, Mr. Connor brings

significant senior management experience and strong financial expertise to the Board. He understands

the various issues facing a large, global manufacturing company, including operational, financial, and

strategic issues. His technical background and long tenure with The Sherwin-Williams Company bring

industrial expertise, which further strengthens our Board.

Other Public Company Boards

Yum! Brands, Inc. (fast food) (NYSE: YUM)

Eaton Corporation, plc (NYSE: ETN) (2006-2022)

Other Affiliations

Mr. Connor serves on the board of directors of the Rock & Roll Hall of Fame in Cleveland, Ohio.

Key Skills & Experience

Independent

Lead Director

Age: 70

Director since: 2017

Committees

•Management

Development and

Compensation

•Governance

18 \ International Paper 2026 Proxy Statement

Item 1: Election of 11 Directors / Our Director Nominees

Ahmet C. Dorduncu

Mr. Dorduncu retired as chief executive officer of Akkök Group, a financial and industrial conglomerate

located in Turkey, in December 2022, after serving in that position since 2013. Prior to that,

Mr. Dorduncu served as chairman and chief executive officer of Sabanci Holding, another financial

and industrial conglomerate located in Turkey (2005-2010). He also served as chairman of the board

of Olmuksa, then an industrial packaging business joint venture between Sabanci Holding and

International Paper (2006-2010). Sabanci Holding is the parent company of the Sabanci Group, a

leading Turkish financial and industrial company.

Board Qualifications

As the retired CEO of Akkök Group and retired chairman and CEO of Sabanci Holding, two leading

financial and industrial conglomerates, Mr. Dorduncu brings vast experience in international

manufacturing operations and specific experience in industrial packaging. His knowledge of

geographic regions of key importance to the Company brings even greater perspective to our Board.

Other Public Company Boards

None

Other Affiliations

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

Key Skills & Experience

Independent

Age: 72

Director since: 2011

Committees

•Audit and Finance

•Safety, Technology

and Sustainability

Anders Gustafsson

Mr. Gustafsson is chairman of Zebra Technologies Corporation, a publicly traded global leader in

designing and marketing specialty printers, mobile computing, data capture, radio frequency

identification products and real-time locating systems. Previously, he served as Zebra's executive

chair (2023-2024). From 2007 to 2023, Mr. Gustafsson served as chief executive officer of Zebra

Technologies Corporation. Prior to that, Mr. Gustafsson served as chief executive officer of Spirent

Communications plc, a publicly traded telecommunications company (2004-2007). Prior to Spirent,

Mr. Gustafsson was a senior executive vice president, global business operations for Tellabs, Inc.

Board Qualifications

As executive chairman of Zebra Technologies Corporation and former chief executive officer of Zebra

and Spirent Communications, Mr. Gustafsson brings significant international business experience and

strong financial expertise to the Board. He provides a unique and valuable technology perspective,

and his current and prior service on other public company boards further broadens his range of

knowledge and allows him to draw on various perspectives and viewpoints.

Other Public Company Boards

Zebra Technologies (NASDAQ: ZBRA)

NetApp (NASDAQ: NTAP) (a data infrastructure service provider)

Dycom Industries (specialty contracting services throughout the U.S. and Canada) (NYSE:DY)

(2013-2020)

Other Affiliations

Mr. Gustafsson serves as a trustee of the Shedd Aquarium.

Key Skills & Experience

Independent

Age: 65

Director since: 2019

Committees

•Audit and Finance

(chair through

May 11, 2026)

•Safety, Technology and

Sustainability (chair

effective May 11, 2026)

www.internationalpaper.com / 19

Item 1: Election of 11 Directors / Our Director Nominees

Jacqueline C. Hinman

Ms. Hinman is chief executive officer of Atlas Technical Consultants, a privately held company that

provides professional testing, inspection, engineering, environmental and consulting services

nationwide (2024-present). Prior to this role, Ms. Hinman worked as a senior operating consultant

advising on improvement in the engineering infrastructure, environmental, energy and industry

sectors (2017-2023). Ms. Hinman has also served as chair, president, and chief executive officer of

CH2M HILL Companies, Ltd., a Fortune 500 engineering and consulting firm focused on delivering

infrastructure, energy, environmental and industrial solutions for clients and communities around the

world, until December 2017, when the firm was acquired by Jacobs Engineering. Prior to becoming

chair in September 2014 and president and chief executive officer in January 2014, Ms. Hinman

served as president of CH2M’s International Division from 2011. She served on CH2M’s board of

directors from 2008 through 2017.

Board Qualifications

As chief executive officer of Atlas and the former chair, president, and chief executive officer of CH2M

HILL Companies, Ms. Hinman brings senior management and leadership capabilities to the Board, as

well as an understanding of global manufacturing companies. Her experience in a global engineering

consulting business also gives her unique knowledge of environmental and sustainability issues

globally, as well as international operations and strategic planning expertise.

Other Public Company Boards

Dow Inc. (multinational chemical corporation) (NYSE: DOW)

AECOM (infrastructure) (NYSE: ACM) (2019-2022)

Other Affiliations

Ms. Hinman previously served on the board of directors of Catalyst, a leading nonprofit organization

accelerating progress for women through workplace inclusion. In addition, she previously served on

the Executive Committee of the Business Roundtable, chairing its Infrastructure Committee, and was

a member of the Business Council.

Key Skills & Experience

Independent

Age: 64

Director since: 2017

Committees

•Management

Development and

Compensation (chair)

•Governance

20 \ International Paper 2026 Proxy Statement

Item 1: Election of 11 Directors / Our Director Nominees

Clinton A. Lewis, Jr.

Mr. Lewis retired as chief executive officer of AgroFresh Solutions, Inc., a global leader in produce

freshness solutions, in December 2025, having served in the role since 2021. Prior to that, he served

as executive vice president and group president of international operations, commercial development,

lifecycle innovations, global genetics and PHARMAQ at Zoetis Inc., a NYSE-listed global leader in the

discovery, development, manufacture and commercialization of animal health medicines and vaccines

that was spun off by Pfizer in 2013 (2015-2020). Mr. Lewis also served as president of U.S.

operations at Zoetis (2015-2018) and president of international operations (2013-2015). He joined

Pfizer in 1988 in the human health pharmaceutical segment and held positions of increasing

responsibility in various commercial operations and general management roles.

Board Qualifications

Mr. Lewis’ former roles at AgroFresh Solutions, and Zoetis give him critical business insight into large,

diversified companies with global operations. He brings to the Board experience in international

operations for a U.S. multinational company manufacturing globally, knowledge and strategic planning

expertise, and knowledge of geographic regions of key importance to the Company.

Other Public Company Boards

None

Other Affiliations

Mr. Lewis serves on the Executive Committee of the Board of Directors and as Treasurer of the

International Fresh Produce Association (IFPA).

Key Skills & Experience

Independent

Age: 59

Director since: 2017

Committees

•Governance (chair)

•Management

Development and

Compensation

David A. Robbie

Mr. Robbie joined the IP Board in February 2025 after serving on the DS Smith board as senior

independent director and chair and member of the DS Smith audit, nomination and remuneration

committees. Mr. Robbie was the interim chairman, senior independent director and chair of the audit

committee at FirstGroup plc, a British multinational transport group (2018-2021). He was previously

Finance Director of Rexam PLC, a British-based multinational consumer packaging company

(2005-2016). Prior to his role at Rexam, Mr. Robbie served in senior finance roles at BTR plc before

becoming Group Finance Director at CMG plc in 2000 and then chief financial officer at Royal P&O

Nedloyd N.V. in 2004. He served as a non-executive director of the BBC between 2006 and 2010 and

as chair of their audit committee. Mr. Robbie qualified as a chartered accountant while at KPMG.

Board Qualifications

Mr. Robbie’s strong financial, risk management and corporate finance experience combined with

his deep understanding of DS Smith positions him well to help maximize the strengths of both

International Paper and DS Smith as the two companies move toward separation. Additionally, his

international and strategic mindset and practical governance experience with 25 years serving as a

director on FTSE boards means that his skills and experience add depth to the Board’s discussions in

these areas.

Other Public Company Boards

easyJet plc (British European airline group) (LSE: EZJ)

Other Affiliations

Mr. Robbie also serves on the Board of Trustees for Britten Pears Arts, a music, arts and heritage

charity based on the Suffolk Coast in England.

Key Skills & Experience

Independent

Age: 62

Director since: 2025

Committees

•Audit and Finance

•Safety, Technology

and Sustainability

www.internationalpaper.com / 21

Item 1: Election of 11 Directors / Our Director Nominees

Andrew K. Silvernail

Andrew K. Silvernail joined International Paper as chief executive officer on May 1, 2024, and became

chairman of the International Paper Board on October 1, 2024. Mr. Silvernail has two decades of

experience leading global companies in the manufacturing and technology sectors. He joined IP from

KKR & Co., Inc., a global investment firm, where he served as an executive advisor, and 5 Nails, LLC,

a private investment advisory firm where he served as founder, chair and chief executive officer

(2022-2024). Mr. Silvernail served as the chairman and chief executive officer of Madison Industries,

one of the world’s largest privately held companies that owns and operates businesses across various

sectors including filtration, medical and energy (2021). Prior to that, Mr. Silvernail served as chairman

and chief executive officer of IDEX Corporation (NYSE: IEX) (2011-2020). Mr. Silvernail previously

held executive positions at Rexnord Industries, Newell Rubbermaid (NASDAQ: NWL) and Danaher

Corporation (NYSE: DHR).

Board Qualifications

Mr. Silvernail is a mission-focused leader with a bias for action. He has led large organizations with

global operations, giving him a clear understanding and experience in navigating the issues facing our

business. Mr. Silvernail's skills and experience combined with his clear strategic mindset play a

central role in International Paper's transformational journey to become a global leader in sustainable

packaging solutions.

Other Public Company Boards

Stryker Corporation (NYSE: SYK)

Other Affiliations

Mr. Silvernail serves on the board of directors of Potter Global Technologies, a privately held company

specializing in fire and safety solutions. He also serves as chairman of the board of directors of Paws

for Patrick, a nonprofit organization dedicated to improving the mental health of young people through

emotional support animals.

Key Skills & Experience

Chairman & CEO

Age: 55

Director since: 2024

22 \ International Paper 2026 Proxy Statement

Item 1: Election of 11 Directors / Our Director Nominees

Kathryn D. Sullivan

Dr. Sullivan is Ambassador-at-Large at the Smithsonian National Air and Space Museum, where she

served as The Charles A. Lindbergh Fellow of Aerospace History from March through August 2017.

Dr. Sullivan is also a Senior Fellow at the Potomac Institute for Policy Studies. She served in several

roles in the U.S. Department of Commerce and the National Oceanic and Atmospheric Administration

(“NOAA”) between 2011 and 2017, including Under Secretary of Commerce for Oceans &

Atmosphere and NOAA Administrator (2014-2017). She served as a director for Ohio State

University’s Battelle Center for Science, Engineering and Public Policy (2006-2011). Between 1996

and 2005, Dr. Sullivan served as President and CEO of the Center of Science and Industry (“COSI”).

Between 1978 and 1993, Dr. Sullivan was a Mission Specialist for NASA. She is a veteran of three

shuttle missions with over 500 hours in space, and was the first American woman to walk in space.

Board Qualifications

Dr. Sullivan’s service at NOAA brings a valuable perspective on current issues in sustainability, which

is a critical issue to the Company. As a former NASA space shuttle astronaut, she also brings a strong

technical background, leadership capabilities, and strategic planning experience. Dr. Sullivan’s

service on other public company boards gives her experience with oversight of natural resource

conservation and production as well as a broad range of strategic and tactical business matters. She

also brings finance and budgeting experience, having served as president and chief executive officer

of COSI and as a member of another public company’s audit and finance committee.

Other Public Company Boards

Dr. Sullivan served on the boards of directors of several public companies between 1997 and 2011.

Other Affiliations

Dr. Sullivan serves on the board of directors of Accenture Federal Services, LLC and the advisory

board of Terra Alpha Investments, LLC. She is a member of the National Academy of Engineering, the

American Academy of Arts and Sciences and the National Academy of Public Administration.

Key Skills & Experience

Independent

Age: 74

Director since: 2017

Committees

•Safety, Technology and

Sustainability (chair)

•Audit and Finance

www.internationalpaper.com / 23

Item 1: Election of 11 Directors / Our Director Nominees

Scott A. Tozier

Mr. Tozier retired as strategic advisor to the chief executive officer at Albemarle Corporation (NYSE:

ALB), a global leader in providing essential elements for mobility, energy, connectivity and health, in

2025. From 2011 to 2023, he served as the executive vice president and chief financial officer of

Albemarle Corporation. Prior to this role, he spent 16 years in various senior financial roles at

Honeywell (NASDAQ: HON), a multinational conglomerate that operates in aerospace, building

technologies, performance materials and technologies, and safety and productivity solutions

(1994-2011).

Board Qualifications

As a former chief financial officer of a publicly traded company, Mr. Tozier led a team of

500 employees and was responsible for all aspects of financial management, mergers and

acquisitions, sustainability, and, at times, information technology, corporate procurement, and

logistics and shared services. Mr. Tozier is also a certified public accountant.

Other Public Company Boards

Ashland Inc. (NYSE: ASH)

Other Affiliations

None

Key Skills & Experience

Independent

Age: 60

Director since: 2024

Committees

•Audit and Finance (chair

effective May 11, 2026)

•Safety, Technology

and Sustainability

Anton V. Vincent

Mr. Vincent has been president of Mars Snacking North America and Global Ice Cream, a part of

Mars, Incorporated, a global family-owned business with a diverse and expanding portfolio of

category-leading snacking, food and petcare products and services, since 2019. Prior to joining Mars 

in May 2019, Mr. Vincent served as chief executive officer at Greencore USA, a leading global

manufacturer of convenience foods, from June through December 2018. Prior to Greencore, he spent

much of his career with General Mills, holding various leadership roles including President of the

Baking Division (2010-2012), President of the Frozen Frontier Division (2012-2014), and President of

the U.S. Snacks Division (2014-2016).

Board Qualifications

As North America president for a large global company with over 20 years of senior leadership

experience, Mr. Vincent brings a wealth of consumer insight, manufacturing perspectives, and

branding and transformation knowledge to the Board, as well as deep enterprise leadership and

marketing and strategic planning expertise.

Other Public Company Boards

None

Other Affiliations

None

Key Skills & Experience

Independent

Age: 61

Director since: 2021

Committees

•Management

Development and

Compensation

•Governance

24 \ International Paper 2026 Proxy Statement

Item 1: Election of 11 Directors / Board Refreshment Policies

Board Refreshment Policies

At International Paper, we view an actively engaged Board as a meaningful competitive advantage, and we believe that bringing in new

perspectives helps support sound and well‑informed decision‑making. At the same time, we recognize that directors gain valuable insight

into our business the longer they serve. That accumulated knowledge — and the continuity it brings — delivers important long‑term

benefits for our shareowners.

Board Policies and Practices

Our Board maintains a comprehensive set of governance policies and practices designed to support thoughtful and continuous Board

refreshment. These practices help ensure that the Board evolves in step with the Company’s strategy, risk profile, and long‑term priorities.

Director Term-Limit Policy Our Corporate Governance Guidelines require non-employee directors to retire after 12 years of service though the Board may grant exceptions to support thoughtful succession planning.			Time Commitment Policy The Board does not prohibit directors from serving on other public boards, but they must consult the Board chairman and Governance Committee chair before accepting any new appointment.			Director Continuing Education Directors are encouraged to enroll in continuing education programs, at our expense, on corporate governance and critical issues associated with a director’s service.
Resignation Policies 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. In May 2025, the Board considered the resignation of Mr. Tozier following his planned departure from Albermarle Corporation as a strategic advisor. Upon consideration of Mr. Tozier's change in occupation, the Board did not accept Mr. Tozier's resignation as the change was not deemed to negatively impact his Board service. 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.
Non-Employee Director Term Limits As part of our ongoing commitment to thoughtful board refreshment, in 2026 the Board — upon the recommendation of the Governance Committee — updated our approach to director tenure. We moved away from our previous mandatory retirement age of 75 and adopted a 12-year director term limit. Under our revised Corporate Governance Guidelines, the Board may extend a director’s service beyond 12 years when doing so is in the best interests of shareowners. The Board’s mandatory retirement age policy will continue to apply to all directors currently serving on the Board through December 31, 2026, after which director service will be governed by the term‑limit policy rather than age‑based criteria. We believe this change strengthens our ability to maintain a high-performing, forward-looking Board. A term-limit structure allows us to refresh Board composition more strategically, ensuring we continue to bring in the skills, perspectives, and experience needed to guide the Company’s long-term success.
Continuing Education The Board places strong value on a solid onboarding process and ongoing director development, recognizing that informed and engaged directors are essential to effective oversight. New directors participate in an orientation program that introduces them to our operations, our manufacturing footprint, and our key business and functional teams. Directors also receive continuous learning opportunities throughout the year. This includes regular briefings from management on our strategic plans, financial performance, operational priorities, safety practices, and risk management programs. The Board engages directly with leaders across operations, supply chain, commercial functions, and other areas critical to our business. In addition, the Board routinely receives updates from management on topics important to our industry and long-term strategy, such as capital planning, market trends, workforce development, sustainability, technology advancements, safety, data protection, and cybersecurity. New Audit and Finance Committee members also have one-on-one sessions with the Company’s independent auditors. Directors are encouraged to participate — at the Company’s expense — in external programs focused on corporate governance and emerging issues relevant to board service. In 2025, members of our Board participated in continuing education courses that addressed cybersecurity, data privacy, artificial intelligence and enterprise risk.

www.internationalpaper.com / 25

Item 1: Election of 11 Directors / How We Build the Right Board for Our Company

How We Build the Right Board for Our Company

Director Qualification Criteria

We seek director candidates with ample experience and a proven record of professional success, leadership and the

highest level of personal and professional ethics, integrity and values.

Our Board has adopted Director Qualification Criteria and Independence Standards, which it uses to evaluate new director

candidates and incumbent directors.

The Governance Committee also considers whether a candidate demonstrates the

•Commitment to the Company’s mission and purpose, and loyalty to the interests of the Company and its shareowners;

•Ability to exercise objectivity and independence in making informed business decisions;

•Willingness and commitment to devote the extensive time necessary to fulfill the duties of a director;

•Ability to communicate effectively and collegially with other Board members and contribute to the broad range of

perspectives that enhances Board and committee deliberations and decision making; and

•Skills, knowledge and expertise relevant to the Company’s business, including the “core competencies” described below.

The Governance Committee of our Board is responsible for recommending, screening, and evaluating qualified director

nominees for election to the Board. The Company continued targeted education and integration efforts for directors who

joined the Board in 2024 and 2025 to ensure they are well‑versed in the Company’s operations, strategy, and governance

expectations. The Committee also began preparing for further Board refreshment in anticipation of the planned separation

of our EMEA packaging business as well as the expected departure of directors as mandatory retirement ages are reached

and term limits take effect. This work is centered on ensuring that the Board maintains the optimal mix of skills and

experience needed to oversee the Company’s post‑separation strategic direction and to continue building a

performance‑driven Board aligned with our long‑term priorities.

The Governance Committee and the Board, through ongoing consideration of directors and nominees and through the

Board’s annual self-evaluation process, ensure that all directors are qualified, and that other criteria and objectives are

implemented and satisfied.

Re-nomination of Directors

The Governance Committee also oversees the re-nomination process. In determining whether to re-nominate a director for

election at our annual meeting, the Governance Committee reviews each director, considering:

26 \ International Paper 2026 Proxy Statement

Item 1: Election of 11 Directors / How We Build the Right Board for Our Company

Process for Selecting New Director Candidates

Our Board nomination and selection process is built to support a company undergoing significant transformation, including

our 2025 acquisition of DS Smith, divestment of our Global Cellulose Fibers business, and the planned separation of our

North American and EMEA packaging businesses. As we reshape our portfolio and advance our leadership in sustainable

packaging solutions, we remain focused on maintaining a high‑performing Board with the right mix of expertise,

perspectives, and industry experience to guide the Company forward.

1	Identifying candidates To identify, recruit and evaluate qualified candidates for the Board, the Board has used the services of professional search firms. This is true in the case of Directors Beggs and Tozier, who joined our Board in 2024. In other cases, nominees may be individuals known to Board members or others through business or other relationships or corporate actions.
2	Meeting with candidates Prior to their nominations, director candidates each meet separately with the Board’s chairman and chief executive officer, our lead director and members of the Governance Committee, who initially consider their candidacies.
3	Verifying Information In addition, a professional search firm retained by the Governance Committee verifies information about prospective candidates. A background check and conflict screen are completed with respect to each candidate before a final recommendation is made to the Board.
4	Recommending to the Board After review and discussion, the Governance Committee recommends, and the Board approves, director candidates for nomination at the annual meeting.

Shareowner Recommendations for Director Candidates

Shareowners may submit recommendations for director candidates to the Governance Committee by writing to the

Corporate Secretary. Recommendations of candidates should meet the director qualifications criteria described in "Director

Qualification Criteria." The Governance Committee applies the same criteria in evaluating candidates recommended by

shareowners as it does for candidates from other sources. Shareowners interested in nominating a director candidate must

follow the procedures set forth in our By-Laws, including complying with the prescribed time periods. See “Information

About the Annual Meeting” for additional information. For information on our proxy access provision, see “Commitment to

Sound Corporate Governance and Ethical Conduct.”

www.internationalpaper.com / 27

Item 1: Election of 11 Directors / Independence of Directors

Independence of Directors

It is the policy of our Board that, in accordance with the rules of the New York Stock Exchange (“NYSE”), a majority of its

members be independent from the Company, its management and its independent auditor. Based on the Governance

Committee’s review of our current directors, our Board has determined that all of our non-employee directors are

independent. We have one employee- director, our chairman, Andrew K. Silvernail, who is not independent. Each standing

committee of the Board is made up entirely of independent directors.

Further, the Governance Committee has concluded and recommended to our Board, and our Board has determined, that

each of our non-employee directors meets the independence requirements for service on our Audit and Finance

Committee, the Management Development and Compensation Committee (the "MDCC"), and the Governance Committee.

Director Independence Determination Process and Standards

Annually, our Board determines the independence of directors based on a review conducted by the Governance Committee

and the Company’s general counsel. The Governance Committee and the Board evaluate and determine each director’s

independence under the NYSE’s independence standards for listed companies and the Company’s Director Qualification

Criteria and Independence Standards, which are consistent with, but more rigorous than, the NYSE standards. The Board

also considers independence standards applicable to service on particular committees of the Board under SEC and

NYSE rules.

Under SEC rules, the Governance Committee is required to analyze and describe any transactions, relationships or

arrangements not specifically disclosed as a related party transaction in this Proxy Statement that were considered in

determining our directors’ independence. To facilitate this process, the Governance Committee reviews directors’ responses

to our annual directors’ and officers’ questionnaire, which requires disclosure of each director’s and his or her immediate

family’s relationships to the Company, as well as any potential conflicts of interest.

In this context, the Governance Committee considered the relationships described below. Based on its analysis of these

relationships and our independence standards, the Governance Committee concluded and recommended to our Board that

none of these relationships impaired the independence of any non-employee director. Among other things, none of our

directors serve as an executive officer of any organization to which we make charitable contributions. In addition,

recognizing that several of our directors serve as executive officers at companies with which we may do business, the

Governance Committee determined that 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 do not create 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 the relationships reviewed by the Governance Committee

in the following table.

Transactions Considered in Analysis of Director Independence

Director	Name of Employer	Business Relationship (including affiliated companies)	Dollar Amount of Routine Transactions	Does amount exceed greater of $750,000 or 1.75% of other company’s gross revenue
Jamie A. Beggs	Avient Corporation	Routine sales to Avient	$1,258,576 in total, representing less than 0.005% of International Paper’s net revenue in 2025	No
Anton V. Vincent	Mars, Inc.	Routine sales to Mars	$77,119,924 in total, representing less than 0.33% of International Paper’s net revenue in 2025	No
		Routine purchases from Mars	$7,454,506 in total, representing less than 0.14% of Mars’s gross revenue in 2025	No

28 \ International Paper 2026 Proxy Statement

Corporate

Governance

Governance Practices

Our Board believes that a shareowner-focused governance model is the right fit for the Company. The below table

highlights our sound corporate governance practices.

Shareowner Rights		Annual elections and majority voting for directors, with a director resignation policy    Shareowner right to call special meetings    Shareowner right to act by written consent    Shareowner right to proxy access
Board Independence		10 of the 11 director nominees are independent    Effective independent lead director role    Executive sessions without management present at every Board meeting    Focus on Board composition and refreshment, with director term limits
Other Governance Practices		Robust engagement with our shareowners    Strong anti-hedging and anti-pledging stock trading provisions and Clawback Policy    Annual Board, committee, and individual director self-evaluations    Rigorous stock ownership and retention requirements    Board members have a broad range of perspectives, skills and experience    Robust oversight of sustainability

In each of these areas, we have embraced sound principles, policies, and procedures to ensure that our Board and our

management goals are aligned with our shareowners’ interests.

How the Board Operates

Board Leadership Structure

Our Board believes that the Company and its shareowners are best served when the Board has the flexibility to determine

the right leadership structure for the Company at any given point in time, taking into consideration the current business

environment and shareowner landscape. Following its most recent review, the Board determined that combining the roles of

chair and chief executive officer remains the leadership structure best suited to the Company at this stage of its

transformation. The Board concluded that unified leadership provides clear accountability, supports timely and aligned

decision‑making, and ensures a single, consistent strategic vision as the Company advances its transformation.

The Board will continue to evaluate its leadership structure on a regular basis and remains committed to adjusting it if and

when doing so would better serve the Company and its shareowners.

www.internationalpaper.com / 29

Corporate Governance / How the Board Operates

As a counterbalance, we have an independent lead director, Christopher M. Connor, whose role and responsibilities provide

strong independent leadership in the boardroom. The authority and duties of our independent lead director are set forth in

our Corporate Governance Guidelines and summarized below.

The Board considers its leadership structure on an ongoing basis as part of the Company’s succession planning process. In

connection with the CEO transition in 2024, the Board evaluated the leadership structure in light of the circumstances at

that time and determined that a combined Chairman and CEO role, counterbalanced by a strong Lead Director, was in the

best interests of the Company and its shareowners. The Board continues to regularly review this structure to ensure it

remains appropriate as the Company’s needs evolve.

Role of the Lead Director

The lead director is elected each year by the independent directors for a term of not less than one year. Mr. Connor has

served as lead director since February 2023.

Qualifications:

•Brings significant senior management experience and strong financial expertise

to the Board, having served as CEO and executive chairman of The Sherwin-

Williams Company

•Understands the various issues facing a large, global manufacturing company,

including operational, financial, and strategic issues

•Brings industrial expertise with his technical background and long tenure with The

Sherwin-Williams Company, which further strengthens our Board

Responsibilities:

•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 MDCC;

•Assuring that a succession plan is in place for the chairman of the Board, CEO and

Lead Director roles;

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

•Being available for consultation and direct communication if requested by

major shareowners;

•Retaining independent legal advisors or other independent consultants and advisors,

as appropriate, who report directly to the Board on Board-related issues; and

•Collaborating and consulting with committee chairs concerning schedules, agendas

and written materials.

Christopher

M. Connor

Independent

Lead Director

30 \ International Paper 2026 Proxy Statement

Corporate Governance / How the Board Operates

Board Policies and Practices

Annual Board, Committee and Individual Director Self-Assessment

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

overall Board effectiveness.

Evaluation Process

	Self-Evaluation			The Board conducts an annual self-assessment of its own and its committees’ performance following a procedure established by the Governance Committee. In 2025, the Governance Committee updated the process so that leadership of the annual review now rotates among the Governance Committee chair, the lead director, and the general counsel. The Governance Committee chair led this year’s review.
	One-On-One Discussions			The Governance Committee chair conducted interviews with each of the directors based on a questionnaire. Topics covered in this year’s evaluations included, among others: •Effectiveness of Board and committee leadership structure; •Board and committee skills, composition, and succession planning; •Effectiveness of each individual director’s performance and contributions to the Board; •Board culture and dynamics, including the effectiveness of discussion and debate at meetings; •Board and management dynamics, including the quality of management presentations and information provided to the Board; •DS Smith integration; and •Implementation of the 80/20 strategy throughout the enterprise.
	Results			The results of the interviews are conveyed to both the Governance Committee and to the Board.

Separately, the Governance Committee and the Chairman of the Board conduct an assessment of individual Board

members before they are nominated for re-election by shareowners, in accordance with our Director Qualification Criteria

and Independence Standards.

www.internationalpaper.com / 31

Corporate Governance / How the Board Operates

Meeting Attendance, Executive Sessions,

and Strategy

97%

Average Board

Meeting

Attendance

in 2025

The Board and its committees met throughout the year on a set schedule, held

special meetings, and acted by written consent from time to time as necessary.

The Board met 10 times during 2025. The average board meeting attendance

in 2025 was 97%.

After each regularly scheduled Board and committee meeting, the independent

directors of our Board meet in executive session, without management present,

chaired by the lead director or the respective committee chair.

Each year, the Board holds a two‑day meeting dedicated to long‑term strategy,

including presentations from and engagement with senior executives across the Company. Our October 2025 strategy

session was held in Cambridge, England to reflect the Company’s expanding EMEA presence following the DS Smith

acquisition and to provide the Board with direct insight into the regional business. As part of this session, directors toured a

DS Smith innovation center and box plant. Site visits such as this are an important component of effective board oversight,

giving directors firsthand visibility into operations, culture, and integration progress, and enhancing their ability to provide

informed strategic guidance and stewardship on behalf of shareowners.

As expected by our Corporate Governance Guidelines, all directors attended the 2025 annual meeting.

The 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.

Board Committees

To fulfill its responsibilities, the Board has delegated certain oversight duties to its standing committees. The Board currently

has four standing committees: Audit and Finance, Governance, Management Development and Compensation, and Safety,

Technology and Sustainability (reconstituted in 2026 from the former Public Policy and Environment Committee to reflect

the Company’s increasing focus on enterprise safety, emerging technologies, cybersecurity, artificial intelligence, and

sustainability matters). The Board also maintains an Executive Committee, made up of the committee chairs and lead

director, which convenes only when Board action is required and a quorum of the full Board cannot be assembled in a

timely manner. The Executive Committee did not meet in 2025.

Each committee has a charter, which is reviewed annually to ensure compliance with applicable law and sound governance

practices. Each committee reviews its own charter, except that the Governance Committee also assesses the Executive

Committee’s charter. Committee charters are available at www.internationalpaper.com under the “Investors” tab at the top

of the page followed by the “Governance” and “Board Committees” links. Paper copies of the charters are available at no

cost by written request to the Corporate Secretary.

The Governance Committee has concluded and recommended to our Board, and our Board has determined, that each of

our non-employee directors meets the independence requirements for service on our Audit and Finance Committee, the

Management Development and Compensation Committee, and the Governance Committee.

32 \ International Paper 2026 Proxy Statement

Corporate Governance / How the Board Operates

Committee Assignments

Independent Board members are assigned to one or more committees. The Governance Committee recommends any

changes in assignments to the entire Board. Committee chairs are rotated periodically, usually every three to five years.

Effective May 11, 2026, the Company will transition the chairs of the STS Committee and the Audit & Finance Committee.

As part of the Governance Committee’s regular review of committee leadership, the Board determined that a realignment of

skill sets to lead the Audit and Finance and STS committees would best support the Company’s evolving oversight needs.

In evaluating the strengths of current committee leaders, the Board concluded that aligning each director’s expertise with

the committee most closely matched to that background would enhance overall governance effectiveness.

Mr. Gustafsson's background in technology and digital transformation positions him to provide strong leadership as the

incoming chair of the newly reconstituted STS Committee. This will support the STS Committee's broadened oversight of

enterprise safety, cybersecurity, emerging technologies, artificial intelligence and sustainability.

Mr. Tozier is a former chief financial officer of public companies and brings extensive financial, accounting and capital-

markets expertise that is well-matched to the mandate of the Audit and Finance Committee.

Governance Committee
3	Meetings in 2025	100%		Attendance Rate
Current Members Clinton A. Lewis, Jr. (Chair) Christopher M. Connor Jaqueline C. Hinman Anton V. Vincent All members are INDEPENDENT			Meetings Meeting agendas are developed by the Chair in consultation with committee members and executive 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 evaluating directors standing 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.

www.internationalpaper.com / 33

Corporate Governance / How the Board Operates

Audit and Finance Committee
6	Meetings in 2025	97%		Attendance Rate
Current Members Anders Gustafsson* (Chair) Jamie A. Beggs* Ahmet C. Dorduncu David A. Robbie* Kathryn D. Sullivan Scott A. Tozier All members are INDEPENDENT *   The Board has determined that these directors qualify as Audit Committee financial experts. Mr. Robbie joined the Audit and Finance Committee on February 11, 2025. Mr. Tozier will become chair of the Audit and Finance Committee on May 11, 2026.			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 chief accounting officer. 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 work plan. 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.

Safety, Technology and Sustainability
3	Meetings in 2025	100%		Attendance Rate
Current Members Kathryn D. Sullivan (Chair) Jamie A. Beggs Ahmet C. Dorduncu Anders Gustafsson David A. Robbie Kathryn D. Sullivan Scott A. Tozier All members are INDEPENDENT Mr. Gustafsson will become chair of the Audit and Finance Committee on May 11, 2026.			Meetings Meeting agendas are developed by the Chair in consultation with committee members and executive leaders, who regularly attend the meetings. Responsibilities •Advise and support the Board in oversight of the Company’s enterprise-wide approach to safety, including the implementation and continuous improvement of the Company’s Safety Excellence initiative. •Monitoring and advising on the Company’s technology capabilities and emerging technology risks and opportunities, including matters related to cybersecurity, data protection, and artificial intelligence. •Reviewing cybersecurity and information risk management programs and controls, including identification and reporting of material cybersecurity incidents. •Provide strategic guidance and support to the Board in the implementation of the Company’s sustainability strategy and related programs, including environmental and climate stewardship, health and safety, social responsibility, public policy matters, and other corporate citizenship initiatives that contribute to long term value creation.

34 \ International Paper 2026 Proxy Statement

Corporate Governance / How the Board Operates

Management Development and Compensation Committee
5	Meetings in 2025	100%		Attendance Rate
Current Members Jacqueline C. Hinman (Chair) Christopher M. Connor Clinton A. Lewis, Jr. Anton V. Vincent All members are INDEPENDENT			Meetings Meeting agendas are developed by the Chair in consultation with committee members and executive leaders, who regularly attend the meetings. An executive session without management present is held at each meeting. The committee’s independent compensation consultant, 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 the Company has policies and programs for the development of executive leaders and succession planning. •Overseeing our retirement and benefit plans for senior executives 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 executive leaders, including the CEO. •Overseeing our succession planning and talent management strategies and programs.

Compensation Committee Interlocks and Insider Participation

During 2025, no member of the MDCC was an employee or a current or former officer of the Company, or had any

relationship that would require disclosure under Item 404 of Regulation S-K. In addition, during 2025 no executive officer of

the Company served as either a director or a member of the compensation committee (or its equivalent) of any entity that

had one of its executive officers serving on our MDCC or our Board.

www.internationalpaper.com / 35

Corporate Governance / Shareowner Engagement

Shareowner Engagement

We have an active shareowner engagement program, including regular calls, meetings, roadshows and planned earnings

announcements, which allows us to better understand our shareowners’ priorities, perspectives, and concerns, and enables

the Company to effectively address issues that matter most to our shareowners. In 2025, we met with over 250

shareowners, including nearly 150 institutional investors, for a total of 116 meetings. This focused interaction was driven by

our 80/20 approach.

Strategic Direction: We shared updates on our transformation journey and progress on our implementation of a new

strategic vision aimed at driving long-term growth and value creation through advantaged cost position, superior customer

excellence and high relative supply position. Our shareowners have shown a keen interest in understanding and

contributing to this new direction.

DS Smith Integration: We provided insight on the integration of DS Smith following completion of our acquisition in early

2025. On March 25, 2025, we hosted an investor day, our first since 2012, which provided investors with a deeper insight

into our strategic plan, our leadership team and plans for the future.

Strategic Separation: In 2026, we announced plans to separate our North American and EMEA packaging businesses into

two independent publicly traded companies. This bold and decisive action is intended to position each company to win in its

respective geographies. As the separation process advances, we will provide updates to shareowners as appropriate,

including through our regular engagement activities and public disclosures. Our goal is to ensure that investors have clear

visibility into the progress of the separation, its expected benefits, and any key milestones that may impact the Company

and its future structure.

More information on shareowner engagement is provided on page 61.

2025 Shareowner Engagement Highlights

253 shareowners In 2025, we met with approximately 150 institutional investors, representing 319 million shares, which accounts for 60% of our outstanding institutional shares and over 90% of our shares held by active investors. Topics we engaged on included:    80/20    Leadership Stabilization    DS Smith Integration/Separation    Capital Allocation    Performance    Sustainability

Comprehensive Engagement Program

ò

ò

ò

Annual Meeting Engagement •Shareowners can ask questions during the virtual meeting (live or submitted in advance). •Our CEO is available to address strategic, governance and performance topics.

Off-season Engagement •Targeted outreach on governance, sustainability, compensation, strategy, and risk oversight. •Conducted under the leadership of investor relations, governance, sustainability, executive compensation, and legal.

Year-round Engagement •Regular touchpoints through conferences, roadshows, roundtables, lighthouse tours and 1:1 meetings. •Investor feedback considered when evaluating governance practices and strategic priorities.

36 \ International Paper 2026 Proxy Statement

Corporate Governance / Shareowner Engagement

2025 Successful Engagement

In 2025, we engaged with a shareowner regarding the Company’s political contributions and lobbying practices.

Following engagement involving our legal, government relations, and investor relations teams, the Company

committed to:

•Updating our Lobbying, Political Donations and Activities Policy to include expanded information on lobbying

practices, trade association engagement, political contributions, compliance processes, and oversight

mechanisms. This policy is available at www.internationalpaper.com under the “Investors” tab at the top of

the page followed by the “Governance” and “Policies” links.

•Improving transparency regarding trade association payments by lowering the disclosure threshold to $25,000.

This engagement reflects our commitment to maintaining an open, year‑round dialogue with shareowners and

responding to feedback in ways that strengthen our governance practices and transparency.

Lighthouse Tours

In 2025, we expanded our shareowner‑engagement efforts by launching lighthouse tours, a new program

designed to provide investors with a deeper understanding of our strategy execution through our 80/20

performance system. This approach focuses resources on the most valuable customers, products and assets to

simplify operations, reduce complexity and improve returns. This lighthouse model serves as a tangible example of

strategy in action, demonstrating how segmentation and prioritization translate into measurable operational and

financial outcomes.

Through these tours, investors were invited to spend time at our lighthouse box plants located in Chicago and

Atlanta. Investors heard from management on how the lighthouse framework guides decision‑making around

production flow, equipment optimization, workforce deployment, and capacity planning. Investors were also taken

directly onto the plant floor to observe operations in real time. This hands‑on experience gave shareowners

visibility into how our teams apply the 80/20 approach to drive measurable improvements in safety, quality

and cost.

The strong engagement and positive feedback received in 2025 underscore the effectiveness of this program in

helping shareowners understand how disciplined execution and operational excellence support long‑term

value creation.

Proxy Access

Our proxy access By-Law permits shareowners

owning 3 percent or more of our common stock for

at least three years to nominate the greater of two

directors or up to 20 percent of the Board and include

these nominees in our proxy materials. The number of

shareowners who may aggregate their shares to meet

the ownership threshold is limited to 20. Nominations

are subject to the eligibility, procedural and disclosure

requirements set forth in the By-Laws.

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

www.internationalpaper.com / 37

Corporate Governance / Board Oversight of the Company

Board Oversight of the Company

The Board is responsible for ensuring appropriate alignment of its leadership structure and oversight of management with the

interests of shareowners and the communities in which the Company operates. The Company’s Corporate Governance

Guidelines provide the foundation upon which the Board oversees a working system of principled goal-setting and effective

decision-making. The goal is to establish a vital, agile, and ethical corporate entity that provides value to the shareowners who

invest in the Company, the communities in which we operate, and all of our stakeholders.

Leadership Transitions and Succession Planning

One of the Board’s most critical responsibilities is executive succession planning, particularly during periods of significant

operational and portfolio transformation. Over the past year, the Board oversaw several key leadership transitions to ensure the

Company is well‑positioned for long‑term success. This included the selection of a new chief financial officer following a

comprehensive evaluation process led by the Governance Committee and the Board. As part of this transition, our former CFO

moved into a strategic leadership role to oversee the integration of our Packaging Solutions EMEA business, reflecting the Board’s

commitment to maintaining continuity and deep operational focus during this important phase of our portfolio evolution.

The Board also oversaw changes in the leadership of our human resources function, including a transition in the role of the chief

human resources officer to support the Company’s evolving talent, culture, and organizational needs. These leadership changes,

taken together, are designed to strengthen the Company’s executive team as we advance our transformation strategy and prepare

for the next stage of performance and growth.

Oversight of DS Smith Integration and Strategic Separation

The Board played a central role in overseeing the Company’s strategic expansion and portfolio realignment during the year. This

included its comprehensive oversight of the regional integration of DS Smith, ensuring that operational, financial, and cultural

integration efforts were aligned with the Company’s long‑term objectives in sustainable packaging. The Board monitored

integration progress closely, focusing on operational alignment, system harmonization, organizational readiness, and the

realization of expected synergies.

In parallel, the Board also approved the Company’s decision to pursue a planned separation of the North American and EMEA

packaging businesses. In evaluating this strategic step, the Board considered the distinct operating profiles, customer needs, and

market dynamics of each business and determined that separating them would unlock greater strategic focus and create

opportunities for enhanced performance and value creation in each region. The Board continues to oversee management’s work to

ensure that the separation is executed responsibly, efficiently, and with disciplined attention to operational continuity and

stakeholder impacts.

Oversight of Strategy

The Board actively oversees the Company’s long‑term business strategy and strategic priorities, ensuring that International

Paper’s leadership and culture remain aligned with its longstanding commitments. As part of our multi‑year transformation journey,

the Board oversees the execution of the 80/20 strategy for innovation and leadership. In 2025, the Company began extending the

80/20 principles into our EMEA operations as part of the broader integration and transformation efforts taking place across

the business.

The Board also oversees the Company’s enterprise‑wide Safety Excellence initiative, which is central to our culture and

operational success. This includes monitoring progress toward our goal of achieving zero serious injuries and fatalities, reviewing

leading and lagging safety indicators, and supporting management’s ongoing efforts to strengthen our safety systems, training, and

accountability. The Board remains deeply engaged in ensuring that safety, operational reliability, and disciplined execution remain

foundational elements of the Company’s performance‑driven culture.

Oversight of Talent Management and Strategy

Our Board oversees and annually reviews leadership development and assessment initiatives, as well as short- and long-term

succession plans for our senior management. In addition, our Board regularly reviews our talent strategy to ensure that it supports

our business strategy. The Board considers its own leadership structure as part of the succession planning process. The CEO

reports annually on succession planning for all key management positions, including recommendations and evaluations of

potential successors.

38 \ International Paper 2026 Proxy Statement

Corporate Governance / Board Oversight of the Company

Risk Oversight Process

Full Board The Board maintains ultimate oversight of the Company’s enterprise risk management (“ERM”) program with overall responsibility for monitoring the Company's risk framework and risk-management practices. The ERM includes strategic, operational and finance matters, as well as compliance, legal and information technology (“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.

Audit and Finance Committee The Audit and Finance Committee assists the Board in its oversight of ERM, including reviewing major risk exposures and the adequacy of related controls. The Audit and Finance Committee also coordinates the risk oversight role exercised by other Board committees and management (as illustrated below), and receives updates on risk management processes regularly. In addition, the Audit and Finance Committee: •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. •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 •Delegations of authority •Reputation and stakeholder risk

Management Development and Compensation Committee Oversees risks related to: •Organizational and resource allocation •Talent management •Succession planning •Executive compensation

Safety, Technology and Sustainability Committee Oversees risks related to: •Litigation, government regulation and enforcement •Environment, health and safety •Sustainability, including climate change •Cybersecurity and information security risk management

Management Enterprise risk management at the Company is led through a structured oversight framework. The chief audit executive and general counsel are responsible for coordinating the identification and evaluation of enterprise risks across the organization and ensuring that risk information flows effectively to senior leadership and the Board.

Chief Information Security Officer Our Chief Information Security Officer (“CISO”) presents to the Audit and Finance Committee and to the full Board of Directors, as part of the Board’s risk oversight responsibility. In 2025, the CISO provided updates to the Board and the Audit and Finance Committee on the analysis of emerging information technology risks, as well as plans and strategies to mitigate those risks. These risks are also aggregated into the Company’s risk management program.

www.internationalpaper.com / 39

Corporate Governance / Board Oversight of the Company

Enterprise Risk Management Process

During this transitional year, the Board of Directors adapted its approach to enterprise risk oversight to reflect the integration

of International Paper and DS Smith. While the Board has long maintained structured processes for overseeing risk —

including an annual, comprehensive risk assessment presented by management — the 2025 review involved an integrated

and collaborative approach.

Risk Life Cycle

Risk Identification Risk Assessment Risk Response Risk Monitoring Risk Reporting

In 2025, management presented the Board with the risk assessments historically used by both IP and DS Smith. The Board

then directed management to identify areas of overlap and common exposure across the two organizations. Using this

combined view, management conducted a thorough review of the consolidated risk landscape and determined which risks

should be prioritized for the combined company and monitored through the Board’s ongoing oversight.

At the May 2025 Board meeting, directors and management participated in an interactive working session to evaluate these

combined risks. Through this process, the Board and management identified seven priority risks appropriate for the newly

integrated enterprise: safety, strategy execution, cybersecurity, liquidity, capital effectiveness, increased competition and

talent management.

Moving forward, management intends to provide a plan for regular deep‑dive reviews, to be conducted either by the full

Board or the relevant committees. This revised process ensures more focused oversight, better alignment across the

organization, and a consistent understanding of the most critical risks facing the Company as it continues its transformation.

As the Company moves toward separating its North American and EMEA packaging businesses, the Board and

management are preparing for the next phase of enterprise risk management under a more streamlined operating structure.

With the enterprise becoming more focused and compressed, the Board expects the ERM process to transition from a

combined risk‑integration exercise to developing distinct risk profiles and risk registers for each future company. Over the

coming year, management plans to refine and re‑prioritize the seven identified enterprise‑level risks based on the needs,

scale, and strategic direction of each business.

The Board and its committees will continue to receive regular updates and will conduct deep‑dive reviews to ensure

continuity of risk oversight during the separation. This forward‑looking ERM approach is designed to provide clarity, reduce

complexity, and ensure that both future companies have a strong, disciplined risk‑management foundation as they prepare

to operate independently.

Oversight of Compliance

The Global Ethics and Compliance officer oversees our compliance program. Employees can report violations through our

Helpline or through other reporting channels. In many jurisdictions, reports made through the Helpline may be submitted

confidentially, and employees may also choose to remain anonymous where permitted by law. All Helpline reports are

immediately forwarded to the Global Ethics and Compliance office for further action and for a response to the person

reporting, unless he or she has chosen to remain anonymous. A report made through any of our other reporting channels

that involves any impropriety relating to our accounting, internal controls or other financial or audit matters is also forwarded

immediately to the Global Ethics and Compliance office. That office has responsibility for investigating all such matters, and

will report certain of those matters, unfiltered, to the chair of our Audit and Finance Committee in accordance with the

procedures established by the Audit and Finance Committee to ensure compliance with the Sarbanes-Oxley Act of 2002,

as amended.

40 \ International Paper 2026 Proxy Statement

Corporate Governance / Board Oversight of the Company

Oversight of Compensation-Related Risk

The MDCC is committed to completing an annual risk assessment to evaluate the Company’s compensation plans and

practices. Each year, at the MDCC's request, its independent consultant FW Cook conducts a risk assessment with the

objective of identifying any compensation plans and practices that may encourage employees to take unnecessary or

excessive risks that create risk for the Company. No such plans or practices were identified in 2025. The results of the 2025

evaluation indicated, and the MDCC thus concluded, that there are no significant compensation-related risk areas at the

Company, and that our compensation plans and practices do not encourage unnecessary or excessive risk-taking and do

not create risks that are reasonably likely to have a material adverse effect on the Company. Also, based on this evaluation,

the MDCC concluded that the Company’s incentive compensation programs appropriately aligns compensation with

long-term shareowner value creation and avoids short-term rewards for decisions that could pose long-term risks to the

Company. These conclusions were based on the following factors:

•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 performance is measured against both 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,

a Clawback Policy and clawback provisions in our administrative guidelines of 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 (for more details on these programs, see Section 6, “Other Matters Related to Governance

and Compensation”);

•We have strong anti-hedging and anti-pledging stock trading provisions; and

•The MDCC maintains strict controls over the Company’s equity granting practices, and our incentive compensation plan

prohibits option re-pricing without shareowner approval.

Oversight of Information Security and Cybersecurity

The Company places the utmost importance on information security and privacy, which are key components of our

governance and risk management framework. We value maintaining the trust and confidence of our customers, employees

and other stakeholders.

The Board has primary oversight of our ERM program, which includes information security and cybersecurity. The Board of

Directors is supported in its oversight by the Safety, Technology and Sustainability (the "STS") Committee. The Board and

the STS Committee each receives periodic updates from management, including our CISO, and outside experts, covering

the Company’s programs for managing information security risks, including data privacy and data protection risks. The

Company has adopted the National Institute of Standards and Technology Cybersecurity Framework to assess the maturity

of its cybersecurity programs and guide continual improvement.

Key aspects of the Company’s cybersecurity program include the following:

•layered technical protective capabilities and detective surveillance controls;

•use of independent third-parties to assess the Company’s practices related to, and provide expertise and assistance

with, various aspects of information security;

•courses and awareness training on information security for employees with Company email or access to Company

devices, including phishing, social engineering and other cybersecurity training, as well as targeted training for specific

roles based on responsibilities and risk level;

•global security and privacy policies; and

•business continuity, incident response and disaster recovery procedures, including tabletop exercises involving executive

and senior leaders.

Our management regularly monitors best practices in this area and seeks to implement changes to the Company’s security

programs as needed to ensure that the Company maintains a robust data and privacy program. In addition, the Company

maintains cyber insurance that provides coverage in connection with cybersecurity breaches. For more information on our

cybersecurity, risk identification and management program, please see Part 1, Item 1C. Cybersecurity of our Annual Report

on Form 10-K for the fiscal year ended December 31, 2025, filed on February 27, 2026.

www.internationalpaper.com / 41

Corporate Governance / Board Oversight of the Company

Sustainability Oversight

Sustainability is a key element of corporate governance promoted by our Board, committees of the Board, and

senior management.

Governance Structure

International Paper Board of Directors Primary oversight of enterprise risk management, which includes climate-related risks and opportunities. Receives reports and feedback from Committee Chairs, our chief sustainability officer and CEO.

Our standing committees share responsibility on sustainability as described below.

Safety, Technology and Sustainability •Reviews environmental, sustainability and climate-related issues •Reviews current and emerging public policy and technology issues •Assists the Board in oversight of safety initiatives

Audit and Finance Committee •Assists Board in oversight of financial and sustainability reporting •Coordinates risk management oversight with management updates

Governance Committee •Reviews and reassesses the adequacy of and oversees compliance with our Corporate Governance Guidelines. •Seeks Board candidates with varied backgrounds

CEO and Executive Leadership Team Responsible for sustainability strategy, and leadership and oversight of function-specific teams

Chief Sustainability Officer •Identifies climate-related risks and opportunities; leads sustainability team •Responsible for developing IP’s sustainability strategy

Disclosure ESG Sub-Committee •Reviews and gives input on IP’s sustainability reporting

Enterprise Risk Management •Identifies climate-related risks and opportunities •Identifies, categorizes, and creates climate-risk management plans

Sustainability Team •Coordinates activities across IP businesses and functional areas to deliver on 2030 targets

Government Relations •Identifies climate-related risks and opportunities •Advocates and engages on a range of issues including sustainable manufacturing, climate, recycling and benefits of sustainable forestry

HSE/Technology •Coordinates GHG data collection for Scopes 1 & 2 •Subject matter experts on energy manufacturing, regulatory compliance

Packaging Solutions North America

Packaging Solutions EMEA

Fiber Procurement, Global Sourcing •Responsible for sourcing goods and services and supplier relationship management

42 \ International Paper 2026 Proxy Statement

Corporate Governance / Board Oversight of the Company

Sustainability Governance

	Full Board			Periodic review of sustainability strategy and performance			Evaluation of material key sustainability related developments and issues
	Audit and Finance Committee			Review processes for external reporting of sustainability data			Oversee sustainability disclosures in public regulatory filings (including Form 10-K)
	Governance			Assess and ensure compliance with Corporate Governance Guidelines			Seek Board candidates with a broad range of perspectives, backgrounds and experiences
	Safety, Technology and Sustainability			Assess sustainability policies, plans and performance			Review sustainability strategies and social impact policies, plans and performance to ensure consistency with our commitments.
	Management Development and Compensation Committee			Approve CEO’s objectives and evaluate performance			Determine factors for executive compensation

At the management level, ownership and governance of sustainability matters is embedded in the

organization from the top down.

•Our CEO and ELT are responsible for corporate strategy and leadership, including incorporation of our

sustainability goals into our daily operations and long-term business strategy.

•Our ELT, which is made up of board-appointed executive officers who report directly to our CEO who oversee

critical functions and business units within the Company, evaluates sustainability issues based on input

from businesses.

•The ELT receives sustainability updates from our chief sustainability officer.

www.internationalpaper.com / 43

Corporate Governance / Transactions with Related Persons

Transactions with Related Persons

Related Person Transactions Policy and Procedures. Our Board has adopted a Related Person Transactions Policy

and Procedures for the review and approval or ratification of transactions involving the Company and “related

persons” (directors, director nominees and executive officers and their immediate family members, or shareowners owning

5% or greater of our outstanding common stock and their immediate family members). The policy covers any related person

transaction or currently proposed transaction in which the Company was a participant or is to be a participant and (i) the

amount involved exceeds or is expected to exceed $120,000 in any fiscal year, and (ii) a related person had or will have a

direct or indirect material interest. The policy also sets forth certain clarifications and exceptions with respect to the policy’s

application to certain types of transactions.

The policy works in tandem with and as a supplement to our Code of Conduct and Conflicts of Interest Policy.

Identifying Related Persons. Our directors and executive officers complete and sign a questionnaire at the end of each

fiscal year to confirm that there are no material relationships or related person transactions between them or any of their

family members and the Company other than those previously disclosed.

Additionally, the Company reviews public filings on Schedules 13D, 13F and 13G to identify our 5% beneficial owners.

Transaction Review Procedures. Prior to entering into a related person transaction (as defined in our policy), a related

person must provide the details of the transaction to the general counsel, including the relationship of the person to the

Company, the dollar amount involved, and whether the related person or his or her family member has or will have a direct

or indirect interest in the transaction. The general counsel then evaluates the transaction to determine if the Company or

the related person has a direct or indirect material interest in the transaction and whether the policy otherwise applies to

such transaction. If such a determination is made, the general counsel submits the details of the transaction to the

Governance Committee for review. The Governance Committee approves a related person transaction if the Committee

determines that the transaction is not inconsistent with the interests of the Company and its shareowners and does not

violate the Company’s Code of Conduct or Conflicts of Interest Policy. Our policy also sets forth procedures whereby, if the

Company becomes aware of a completed related person transaction that is subject to the policy and which inadvertently

was not previously approved, the Governance Committee must either ratify the transaction or require the related person to

terminate the transaction. In addition, the Governance Committee evaluates existing related person transactions on a

periodic basis to determine whether the related person transaction should continue.

Transactions With Related Persons. Except as otherwise noted below, since January 1, 2025, the Company has not

been a participant in any transaction, and is not a participant in any currently proposed transaction, in which any related

party had or will have a direct or indirect material interest that would require disclosure under Item 404(a) of Regulation S-K.

Beneficial Owners of More Than Five Percent of Voting Securities. Since January 1, 2025, entities or affiliates that are

or were the beneficial owner of more than 5% of our outstanding common stock have provided, and are contemplated to

provide, certain services to the Company in the ordinary course of business. The nature and value of services provided by

these 5% shareowners and their affiliates is described below.

An affiliate of BlackRock Inc., a 5% shareowner, has provided investment management services related to certain benefit

plans of the Company. In 2025, BlackRock received fees totaling approximately $1.8 million for providing these services.

State Street Corporation, a 5% shareowner, has provided trustee and investment management services to the Company,

serving as the trustee of the Company’s Defined Contribution Plans Master Trust, Retirement Plan Master Trust,

Commingled Investment Group Trust, and Retiree Medical Savings Program, and as an independent monitoring fiduciary

with respect to the Company Stock Fund in the Savings Plan. State Street also serves as the investment manager for the

Target Date Funds and Index Funds in the Savings Plan. During 2025, the Company paid approximately $1.9 million to

State Street for these services.

The agreements with BlackRock and State Street are negotiated arms-length transactions in the ordinary course of

business. Additionally, we believe the agreements represent standard terms and conditions for investment management

and trustee services. In compliance with our policy, the Governance Committee has reviewed previously approved related

person transactions with BlackRock and State Street and determined that the transactions should be permitted to continue.

Our Related Person Transaction Policy and Procedures is 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.

44 \ International Paper 2026 Proxy Statement

Corporate Governance / Commitment to Sound Corporate Governance and Ethical Conduct

Commitment to Sound Corporate Governance

and Ethical Conduct

We believe good corporate governance is critical to achieving business success and serves the best interests of our

shareowners. We value the perspectives of our shareowners and other stakeholders, including our employees and the

communities in which we operate, and take steps to address their concerns where warranted.

Our Corporate Governance Guidelines. Our Board has adopted Corporate Governance Guidelines that reflect

its commitment to sound governance practices. In addition, each of our Board committees has its own charter to

ensure 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 Code of Conduct. Our Board has adopted a Code of Conduct 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, that individual may contact the Global Ethics and Compliance office in

person, via e-mail or telephone. The Code of Conduct 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.”

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 below.

Communicating with the Board

Shareowners or other interested parties may communicate with our entire Board, the Chairman, the independent directors

as a group, the lead director, or any one of the directors by writing to the senior vice president, general counsel, and

corporate secretary, at the address set forth below. Our corporate secretary will forward all communications relating to

International Paper’s interests, other than business solicitations, advertisements, job inquiries or similar communications,

directly to the appropriate director(s).

In addition, as described above under “Corporate Governance – Commitment to Sound Governance and Ethical Conduct”

our Global Ethics and Compliance office has a Helpline that is available 24 hours a day, seven days a week, to receive

calls, emails, and letters to report a concern or complaint, anonymous or otherwise.

Direct all Board correspondence to:

Corporate Secretary

International Paper Company

6400 Poplar Avenue

Memphis, TN 38197

www.internationalpaper.com / 45

Director

Compensation

Compensation Philosophy

We believe our compensation program for non-employee directors should:

•Provide total compensation comprising both cash and equity elements that targets the median level of compensation

paid by our Compensation Comparator Group (“CCG”), which is described in the Compensation Discussion & Analysis

section of this Proxy Statement;

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

•Attract and retain top director talent.

Each element of director compensation discussed below is recommended by the Governance Committee and approved by

our Board. Mr. Silvernail does not receive any additional compensation for his service as Chairman of the Board.

On at least a biennial basis, we evaluate the reasonableness and appropriateness of the total compensation paid to our

directors in comparison to peer companies who make up our CCG. In May 2025, our Governance Committee reviewed a

market analysis provided by Meridian Compensation Consultants, which concluded that the Company’s compensation for

the cash retainer, annual equity retainer, and lead director fees remained below the peer median. In addition to this market

positioning, the Committee also noted that director compensation had not been increased since 2022 and that director

responsibilities have expanded meaningfully in recent years, including oversight of complex corporate actions such as the

acquisition and integration of DS Smith and the divestiture of our Global Cellulose Fibers business.

Following review and discussion, the Governance Committee recommended to the Board, and the Board approved, modest

increases to the cash and equity retainers and lead director fees for the May 2025–April 2026 service year, which are

detailed below.

We believe our director compensation program appropriately compensates our directors for their time and commitment to

the Company, and is consistent with our compensation philosophy, as shown in the following table.

	Our Director Pay Principles				Our 2025 Director Pay Policies and Practices
		Target compensation at median of CCG			Maintained mix of cash and equity in line with cross-section of similar companies (CCG), which total compensation was at the median level of companies included in our CCG
		Align the interests of our directors with the interests of our shareowners			Paid 56% of regular board fees in the form of equity to ensure that directors, like shareowners, have a personal stake in the Company’s financial performance
		Attract and retain top director talent			Compensated directors competitively, based on a cross-section of similar companies (CCG)
		Maintain flexibility to meet the needs of our highly qualified directors			Continued to allow directors to elect to take equity in place of cash and to elect to defer their fees until retirement

46 \ International Paper 2026 Proxy Statement

Director Compensation / Elements of Our Director Compensation Program

Elements of Our Director Compensation Program

For the May 2025 to April 2026 service year, compensation for our non-employee directors consists of:

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

•Additional retainers for committee chairs, the lead director, and members of the Audit and Finance Committee, as

applicable; and

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

As noted above, in May 2025, our Board, upon recommendation from the Governance Committee, approved modest

increases to the cash and equity retainers and lead director fees.

Type of Fee	2025-2026 Fee Amount ($)		2024-2025 Fee Amount ($)
Board Fees
Cash Retainer	135,000	(1)	120,000
Equity Retainer	175,000	(2)	163,000
Committee Fees
Audit and Finance Committee Chair	25,000		25,000
Audit and Finance Committee Non-Chair Member	10,000		10,000
Management Development and Compensation Committee Chair	20,000		20,000
Governance Committee Chair	20,000		20,000
Safety, Technology and Sustainability Chair	20,000		20,000
Lead Director	40,000	(3)	27,500

(1)Reflects a $15,000 or 12.5% increase.

(2)Reflects a $12,000 or 7.3% increase.

(3)Reflects a $12,500 or 45% increase.

Annual Retainer

The annual retainer is $310,000 ($135,000 (44 percent) payable in monthly cash installments and $175,000 (56 percent)

payable in equity). Directors may elect to receive all their cash retainer in cash or all or 50 percent of the cash retainer (plus

any committee fees and lead director fees, as discussed below) in restricted stock or restricted stock units ("RSUs"). For

the 2025-2026 service year, directors Dorduncu and Robbie elected to receive 100% cash for the annual retainer and

director Sullivan elected to receive 50% of her cash retainer in cash.

Directors who elect to convert the cash retainer to equity receive a 20 percent premium on the converted cash award in

additional shares of restricted stock or RSUs. Director Sullivan receives 50% of her cash retainer in restricted stock. Seven

of the ten non‑employee directors — Beggs, Connor, Gustafsson, Hinman, Lewis, Tozier, and Vincent — receive 100% of

their cash retainer in either restricted stock or RSUs.

Restrictions on restricted stock lapse one year from the date of grant, and then become freely transferable, subject to

our director stock ownership requirement and securities regulations. RSUs become transferable at retirement, death

or disability.

Directors may also elect to defer receipt of all of their equity retainer. Directors who make this election receive RSUs. Five

of the 10 non-employee directors serving in 2025 (Beggs, Connor, Lewis, Tozier and Vincent) elected to defer payment of

all of their equity and cash compensation. The remaining five non-employee directors (Dorduncu, Gustafsson, Hinman,

Robbie and Sullivan) elected not to defer their payment of equity compensation and received restricted stock.

For tax purposes, changes to elections must be completed in the December preceding each service year.

www.internationalpaper.com / 47

Director Compensation / Stock Ownership Requirements

We use the closing market price of the Company’s common stock on the day preceding our annual meeting in May to

calculate the equivalent number of shares for the $175,000 equity retainer and any restricted stock elected by our directors

in lieu of their cash retainer. RSUs are settled in cash based on the closing price of the Company’s common stock as of

December 31 of the year of the director’s retirement, death or disability.

Directors earn dividends on their shares of stock and RSUs, which they may elect to receive either as cash or in the form of

additional shares of restricted stock or RSUs. Dividends are paid to the director at the time the underlying award is vested

or settled.

Insurance and Indemnification Contracts

We provide life insurance in the amount of $10,500 to each of our non-employee directors, and travel accident insurance

in the amount of $500,000 that covers a director if he or she dies or suffers certain injuries while traveling on

Company business.

We provide liability insurance for our directors, officers, and certain other employees at an annual cost of approximately

$3.35 million. The primary underwriters of coverage, which extends to April 1, 2026, are XL Specialty Insurance Company

and ACE American Insurance Company.

Our By-Laws provide for standard indemnification of our directors and officers in accordance with New York law. We also

have contractual arrangements with our directors that indemnify them in certain circumstances for costs and liabilities

incurred in actions brought against them while acting as our directors.

Stock Ownership Requirements

Our director stock ownership policy requires our directors to hold equity of the Company valued at two times the total

annual Board retainer, which, through April 30, 2026, requires ownership of Company common stock equivalent to

$620,000. We believe this requirement helps align the interests of our directors with the interests of our shareowners. As of

December 31, 2025, all directors, except Mr. Robbie, who joined the Board in February 2025, met their stock ownership

requirements. New directors have four years from their election date to meet the ownership requirement.

48 \ International Paper 2026 Proxy Statement

Director Compensation / Non-Employee Director Compensation Table

Non-Employee Director Compensation Table

The following table provides information on compensation for non-employee directors who served during 2025. It shows

fiscal year 2025 compensation based on the SEC’s compensation disclosure requirements, though we pay our directors on

a May to April service year. Amounts in the table differ because (i) each director makes an individual election to receive fees

in cash and/or equity; (ii) certain directors receive committee chair fees, a lead director fee, and/or Audit and Finance

Committee member fees; and (iii) directors may join our Board on different dates, so compensation is prorated for the year.

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

(1)As described above, certain directors elected to receive shares of restricted stock in lieu of cash and therefore had no cash compensation during 2025.

(2)The value of stock awards shown in the “Stock Awards” column is based on grant date fair value calculated under Financial Accounting Standards Board

(“FASB”) Accounting Standards Codification (“ASC”) Topic 718. The grant date fair value of the equity awards shown in the “Stock Awards” column is

based on the closing price of the Company’s common stock on the last business day immediately preceding the date of grant, which was May 13, 2025.

Directors who elect to defer their equity retainer fee receive RSUs rather than restricted stock. Restrictions on shares awarded to our directors under our

current compensation plan lapse one year from the date of grant, and then the shares are freely transferable, subject to our director stock ownership

requirement and securities regulations. RSUs are not transferable until a director’s retirement from the Board, death or disability. The cash value of RSUs

is paid in January following retirement, death or disability.

(3)Mr. Robbie joined the Board effective February 11, 2025, and was granted 1,065 shares of restricted stock (prorated based on actual service).

The following table shows the aggregate number of unvested shares of restricted stock and RSUs outstanding as of

December 31, 2025, for each non-employee director who served as of that date.

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

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

www.internationalpaper.com / 49

ITEM 2

Ratification of Deloitte & Touche

LLP as Our Independent Auditor

Our Audit and Finance Committee has selected Deloitte & Touche LLP (“Deloitte & Touche”) to serve as the Company’s

independent auditor for 2026. Although shareowner ratification is not required by our By-Laws or otherwise, the Board is

submitting the selection of Deloitte & Touche to our shareowners because we value your views on the Company’s

independent auditor. Our Audit and Finance Committee will consider, but is not bound by, the outcome of this vote. Even if

the selection of Deloitte & Touche is ratified, the Audit and Finance Committee may change the appointment at any time if it

determines that a change would be in the best interests of the Company and our shareowners.

To ratify the selection of our independent auditor, the affirmative vote of a majority of a quorum at the annual meeting is

required. You may vote FOR or AGAINST the ratification of the selection of our independent auditor, or you may abstain

from voting. Abstentions will have the same effect as votes against this proposal.

We do not expect any “broker non-votes” associated with this proposal. If your shares are held in street name and you do

not give your bank or broker instructions on how to vote, your shares may be voted by the broker in its discretion.

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

50 \ International Paper 2026 Proxy Statement

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

Background on Our Independent Auditor

The Audit and Finance Committee is responsible for the appointment, compensation, retention, and oversight of the

independent external audit firm retained to audit the Company’s financial statements. The Committee has evaluated the

qualifications, performance, and independence of Deloitte & Touche, including discussions regarding Public Company

Accounting Oversight Board (“PCAOB”) inspection results, peer reviews and any other internal inspection results and

trends in their internal system of quality controls, and appointed Deloitte & Touche as the Company’s independent external

auditor for the fiscal year 2026. Representatives of Deloitte & Touche will attend the 2026 annual meeting and be available

to answer questions. Our independent auditor also will have the opportunity to make a statement if they desire to do so.

Deloitte & Touche has served as International Paper’s independent external auditor continuously since 2002. In order to

ensure continuing auditor independence, the Audit and Finance Committee periodically considers whether there should be

a rotation of the independent external audit firm. The members of the Audit and Finance Committee and the Board believe

the continued retention of Deloitte & Touche to serve as the Company’s independent external auditor is in the best interests

of International Paper and its shareowners. In making this determination, the Audit and Finance Committee and Board

have considered Deloitte & Touche’s significant institutional knowledge of our business, operations, accounting policies

and financial systems, and internal controls framework, as well as Deloitte’s global capabilities, technical expertise, depth

of resources, quality, efficiency of services, quality of communications with the Audit and Finance Committee and

management, and independence. In addition, in accordance with applicable rules on partner rotation, Deloitte & Touche

rotates its lead audit engagement partner not less than every five years. The Audit and Finance Committee is involved in

considering the selection of Deloitte & Touche’s primary engagement partner when there is a rotation.

Deloitte & Touche’s reports on the consolidated financial statements for each of the three fiscal years in the period ended

December 31, 2025, which were included in the Company’s 2025 Annual Report on Form 10-K, did not contain an adverse

opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

Independent Auditor Fees

The Audit and Finance Committee engaged Deloitte & Touche to perform an annual integrated audit of the Company’s

financial statements, which includes an audit of the Company’s internal controls over financial reporting, for the years ended

December 31, 2024, and December 31, 2025. The total fees and expenses paid to Deloitte & Touche are as follows:

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

The increase in audit fees from 2024 to 2025 is primarily attributable to work related to the acquisition and integration of DS

Smith, which included additional statutory audits for DS Smith entities.

www.internationalpaper.com / 51

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

Services Provided by the Independent Auditor

All services rendered by Deloitte & Touche are permissible under applicable laws and regulations and are pre-approved by

the Audit and Finance Committee. For a complete copy of International Paper’s Guidelines of International Paper Company

Audit and Finance Committee for Pre-Approval of Independent Auditor Services,” please write to the Corporate Secretary,

or visit us on our website, www.internationalpaper.com, under “Contact Us.”

Pursuant to rules adopted by the SEC, the fees paid to Deloitte & Touche for services provided are presented in the table

above under the following categories:

1.Audit Fees – Fees for professional services performed by Deloitte & Touche for the audit of our annual financial

statements, the review of our financial statements included in our quarterly reports on Form 10-Q, and those services

that are normally provided by an independent auditor in connection with statutory and regulatory filings or engagements

for the fiscal year, such as comfort letters, consents and other services related to SEC matters. Audit fees in both years

include amounts related to the audit of the effectiveness of internal controls over financial reporting.

2.Audit-Related Fees – Fees for assurance and related services performed by Deloitte & Touche that are reasonably

related to the performance of the audit or review of our financial statements. This includes employee benefit and

compensation plan audits, accounting consultations on divestitures and acquisitions, attestations by Deloitte & Touche

that are not required by statute or regulation, consulting on financial accounting and reporting standards, and

attestations on internal controls and quality assurance audit procedures related to new or changed systems or

work processes.

3.Tax Fees – Fees for professional services performed by Deloitte & Touche with respect to tax compliance, tax advice

and tax planning. This includes consultations on preparation of original and amended tax returns for the Company and

its consolidated subsidiaries, refund claims, and tax audit assistance. Deloitte & Touche has not provided any services

related to tax shelter transactions, nor has Deloitte & Touche provided any services under contingent fee arrangements.

4.All Other Fees – Fees for other permissible work performed by Deloitte & Touche that do not meet the above category

descriptions. These services relate to various consultations that are permissible under applicable laws and regulations,

which are primarily related to engagements to provide advice, observations, and recommendations regarding

operations, infrastructure and distribution to be considered by the Company.

52 \ International Paper 2026 Proxy Statement

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

Audit and Finance Committee Report

The following is the report of the Audit and Finance Committee with respect to the Company’s audited financial

statements for the fiscal year ended December 31, 2025.

The Audit and Finance Committee assists the Board of Directors in its oversight of the Company’s financial

reporting process and implementation and maintenance of effective controls to prevent, deter and detect fraud by

management. The Audit and Finance Committee’s responsibilities are more fully described in its charter, which is

accessible on the Company’s website at www.internationalpaper.com under the “Investors” tab and then under

the “Governance” link and the “Board Committees” section. Paper copies of the Audit and Finance Committee

charter may be obtained, without cost, by written request to Mr. Joseph R. Saab, Corporate Secretary,

International Paper Company, 6400 Poplar Avenue, Memphis, TN 38197.

In fulfilling its oversight responsibilities, the Audit and Finance Committee has reviewed and discussed the

Company’s annual audited consolidated financial statements for the 2025 fiscal year with management and

Deloitte & Touche LLP, the Company’s independent registered public accounting firm, including discussions related

to significant accounting policies and critical accounting estimates and their related disclosures. In addition, the

Audit and Finance Committee has reviewed, and discussed with management and Deloitte & Touche,

management’s assessment of the effectiveness of the Company’s internal control over financial reporting, and the

evaluation by Deloitte & Touche of the Company’s internal control over financial reporting. The Audit and Finance

Committee has discussed with Deloitte & Touche the matters required to be discussed under the applicable

requirements of the Public Company Accounting Oversight Board (United States) and the Securities and

Exchange Commission (“SEC”). The Audit and Finance Committee has received the written disclosures and the

letter from Deloitte & Touche required by applicable requirements of the Public Company Accounting Oversight

Board regarding the independent accountant’s communications with the audit committee concerning

independence, and has discussed with Deloitte & Touche its independence from the Company and its

management. The Audit and Finance Committee has also considered whether the provision of non-audit services

by Deloitte & Touche is compatible with maintaining the firm’s independence.

The Board has determined that the following members of the Audit and Finance Committee are audit committee

financial experts as defined in Item 407(d)(5)(ii) of Regulation S-K: Anders Gustafsson, Jamie A. Beggs, David A.

Robbie, and Scott A. Tozier. The Board has determined that each member of the Audit and Finance Committee

meets the independence and financial literacy requirements for audit committee members set forth under the

listing standards of the New York Stock Exchange and our independence standards, as well as applicable

independence requirements under SEC rules.

Based on the review and discussions referred to above, the Audit and Finance Committee recommended to the

Company’s Board of Directors that the Company’s audited financial statements be included in the Company’s

Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

The Audit and Finance Committee has approved and selected, and the Board of Directors has ratified, Deloitte &

Touche as the Company’s independent registered public accounting firm for 2026.

Audit and Finance Committee

Anders Gustafsson, Chair	Jamie A. Beggs	David A. Robbie
Ahmet C. Dorduncu	Kathryn D. Sullivan	Scott A. Tozier

www.internationalpaper.com / 53

ITEM 3

Non-Binding

Say-on-Pay Resolution

Our Board of Directors seeks your approval, on an advisory basis, of the compensation of our Named Executive Officers

(“NEOs”), who are listed in the Summary Compensation Table of this Proxy Statement. Information describing the

compensation of our NEOs is disclosed in the Compensation Discussion & Analysis section, the accompanying tables and

narrative contained in this Proxy Statement pursuant to Item 402 of Regulation S-K under the Securities Exchange Act of

1934, as amended (the “Exchange Act”). This vote is being provided as required pursuant to Section 14A of the Exchange

Act and is non-binding. The Management Development and Compensation Committee will seriously consider the outcome

of this vote when determining future executive compensation arrangements.

Shareowners are asked to approve the following non-binding advisory resolution:

“Resolved, that the compensation paid to the Company’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 & Analysis, the related compensation tables and narrative disclosure, is hereby approved.”

To approve this proposal, commonly referred to as a “Say-on-Pay” proposal, the affirmative vote of a majority of a quorum

at the annual meeting is required. You may vote FOR or AGAINST this non-binding 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 indicate voting instructions to your bank or broker will cause your

shares to be considered “broker non-votes” not entitled to vote with respect to Item 3. 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.

Our next annual Say-on-Pay vote to approve our executive compensation of our Named Executive Officers will occur at the

2027 annual meeting of shareowners.

Our Board of Directors unanimously recommends that you vote FOR the approval of the compensation of our Named Executive Officers as disclosed pursuant to Item 402 of Regulation S-K under the Exchange Act.

54 \ International Paper 2026 Proxy Statement

Compensation

Discussion & Analysis

Introduction

This Compensation Discussion & Analysis (“CD&A”) describes our compensation program that applies to all of our

board-appointed executive officers, which during 2025 included our CEO and the Executive Leadership Team (the "ELT").

Our ELT consists of executive officers who report directly to the CEO and who work to support and accelerate a

customer-centric strategy to drive the Company toward its future goals and enhance operational efficiency. Our CD&A is

designed to provide shareowners with an understanding of our compensation philosophy, core design principles and

decision-making process. This narrative also explains how our Management Development and Compensation Committee

(“MDCC”) oversees and designs the compensation program and explains the 2025 compensation of our Named Executive

Officers (“NEOs”).

2025 Named Executive Officers (NEOs)

Andrew K. Silvernail	Chairman of the Board and Chief Executive Officer (Principal Executive Officer)
Lance T. Loeffler(1)	Senior Vice President and Chief Financial Officer
W. Thomas Hamic	Executive Vice President and President, Packaging Solutions North America
Timothy S. Nicholls(2)	Executive Vice President and President, Packaging Solutions Europe, Middle East and Africa
Joseph R. Saab	Senior Vice President, General Counsel and Corporate Secretary
Joy N. Roman(3)	Former Senior Vice President, Chief People and Strategy Officer

(1)Mr. Loeffler succeeded Mr. Nicholls as senior vice president and chief financial officer effective April 1, 2025.

(2)Mr. Nicholls served as chief financial officer of the Company until Mr. Loeffler's appointment on April 1, 2025, when Mr. Nicholls became executive vice

president and president Packaging Solutions Europe Middle, East and Africa.

(3)Ms. Roman was employed with the Company from February 3, 2025 through June 30, 2025.

Compensation Committee Report

On behalf of the Board of Directors, the MDCC oversees the Company’s compensation program. In fulfilling its oversight

responsibilities, the MDCC has reviewed and discussed the CD&A included in this Proxy Statement with the

Company’s management.

Based on the review and discussions referred to above, the MDCC recommended to the Board of Directors that the CD&A

be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and its Proxy

Statement on Schedule 14A filed in connection with the Company’s 2026 Annual Meeting of Shareowners.

Management Development and Compensation Committee

Jacqueline C. Hinman (Chair)	Christopher M. Connor	Clinton A. Lewis, Jr.	Anton V. Vincent

www.internationalpaper.com / 55

Compensation Discussion & Analysis / Overview of Our CD&A

Overview of Our CD&A

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

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

56 \ International Paper 2026 Proxy Statement

Compensation Discussion & Analysis / 1/ Executive Summary

1/ Executive Summary

2025 Financial Highlights

In 2025, International Paper continued to drive sustainable value creation through a sharp focus on achieving an

advantaged cost position, delivering a superior customer experience and capturing a high relative supply position

in the right geographies, with the right customers and the right product offerings.

$23.63B

We generated $23.63 billion in net sales (US

GAAP) in 2025.(1)

$1.5B

We completed the sale of our Global Cellulose

Fibers business to American Industrial Partners

on January 23, 2026 for $1.5 billion.

(1)Net sales excludes GCF, which is presented as discontinued operations, net of taxes, in the consolidated statements of operations in the

Annual Report on Form 10-K filed with the SEC on February 27, 2026 . 

$1.7B

Cash provided by operations (US GAAP),

including discontinued operations, totaled

$1.7 billion in 2025.

$977M

We maintained our annual dividend of $0.4625

per share and returned $977 million of cash

to shareowners through dividends) in 2025.

2025 Executive Compensation Highlights

The following section briefly highlights the current structure of our executive compensation program, the MDCC’s key

compensation decisions for 2025 and our performance achievement attained in our incentive compensation plans. These

decisions were made with the support of the MDCC’s independent consultant, Frederic W. Cook ("FW Cook") (see

Section 3, “Role of Compensation Consultants”). This information is discussed in greater detail elsewhere in this CD&A.

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

www.internationalpaper.com / 57

Compensation Discussion & Analysis / 1/ Executive Summary

Other NEO Compensation Decisions

Effective April 1, 2025, the Company promoted Mr. Nicholls to executive vice president and president of Packaging

Solutions EMEA ("PS EMEA"). In his new role, Mr. Nicholls continues to report directly to Mr. Silvernail and leads the

Company's integrated packaging business in the EMEA region. Mr. Nicholls brings more than 30 years of industry

experience, including a variety of business and finance leadership roles. Prior to this role, he served as the chief financial

officer of International Paper since 2018 and led our industrial packaging business from 2014 to 2018.

Mr. Nicholls oversaw the integration of PS EMEA during 2025, providing stability and operational alignment throughout the

transition. His deep institutional knowledge and extensive familiarity with both the packaging business and EMEA market

will be instrumental as we proceed with the planned separation of the EMEA packaging business and prepare to become

two independent publicly traded companies. In recognition of his expanded role in 2025, Mr. Nicholls' base salary increased

from $806,500 to $900,000 effective January 1, 2025. His annual target opportunity under the AIP remained unchanged at

100% of base salary. Mr. Nicholls also received an increase in his target opportunity under the LTIP, which is comprised of

100% PSUs based on 100% relative TSR, from $2,935,000 to $3,500,000 beginning with the 2025 annual grant.

New CFO Compensation Arrangement

On February 26, 2025, the Company entered into an offer letter (the "Offer Letter") with Mr. Loeffler. In designing

Mr. Loeffler's compensation arrangement, the MDCC sought to deliver a market-competitive package that reflects

Mr. Loeffler's extensive financial leadership experience and incentivizes him to navigate complex corporate actions,

unlock synergies and drive the Company toward profitable growth.

In addition to the factors outlined later in this CD&A, the MDCC and Board assessed the need to induce Mr. Loeffler to join

the Company. The MDCC received advice from its independent compensation consultant, FW Cook, prior to approving

these arrangements. More information on Mr. Loeffler's compensation and benefits arrangement is summarized below and

described in more detail elsewhere in our CD&A.

•Received a base salary of $850,000 to position him appropriately to market.

•Eligible for an annual bonus under the AIP with a target amount of 100% of base salary, prorated based on actual service

in 2025.

•Awarded a 2025 annual LTIP grant valued at $3,500,000 delivered entirely in PSUs (65,604 shares at target) with the

same performance goals as other NEOs. (Note: the original grant was made in April, upon hire date, with an additional

grant made in August to correct an administrative error.)

•Awarded a one-time, special "inducement grant" of 31,865 RSUs valued at $1,700,000 on April 1, 2025 (the "2025

Inducement Award"). The 2025 Inducement Award will vest ratably over three years commencing on the first anniversary

of the grant date, subject to continued service and will fully vest upon an involuntary termination of employment by the

Company without cause or by Mr. Loeffler for good reason, death, or disability.

•Eligible to participate in the health and welfare and benefits programs generally available to all U.S.-based employees

including the Company’s qualified Salaried Savings Plan-401(k) and nonqualified Deferred Compensation Savings Plan.

•Provided standard employee relocation benefits.

•Eligible to participate in the Executive Severance Plan.

58 \ International Paper 2026 Proxy Statement

Compensation Discussion & Analysis / 1/ Executive Summary

Executive Departures

On June 30, 2025, Ms. Roman separated from the Company and entered into an agreement documenting her receipt of

severance benefits provided for under the Company’s Executive Severance Plan, described on page 86. Other payments

included an acceleration of her 2025 Inducement Award (see page 76) and a cash payment of $203,718 to cover the

cancellation of a home sale contract, household goods storage and other costs incidental to her separation (since it was for

reasons other than for cause). Ms. Roman also agreed to a release of claims as well as various restrictive covenants,

including a 12-month non-compete and non-solicitation agreement, and a perpetual confidentiality covenant. Please refer to

“Potential Payments Upon Involuntary Termination Without Cause” on page 99 for more details.

2025 Target Total Direct Compensation Mix for NEOs

The chart below demonstrates our commitment to paying for performance, with a significant portion of pay at-risk. For 2025,

93% of Mr. Silvernail’s target compensation and, on average, 81% of our other NEOs’ target compensation was based on

Company and/or stock performance. Importantly, base salary comprises a relatively small portion of our NEOs’

compensation and is the only component of their target Total Direct Compensation (“TDC”) not tied to Company and/or

stock performance.

CEO Target Pay Mix			Other NEOs Target Pay Mix (Average)

www.internationalpaper.com / 59

Compensation Discussion & Analysis / 1/ Executive Summary

2025 Incentive Plan Design Overview with Metrics and Weightings

for CEO and Other NEOs

2025 Short-Term Incentive Plan

Annual Incentive Plan (AIP)

Metrics and Weightings

2025-2027 Long-Term Incentive Plan

Long-Term Incentive Plan (LTIP)

Metrics and Weightings

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

(1)See page 68 for non-GAAP financial measure definitions and Appendix A for a reconciliation of Adjusted EBITDA to the most directly comparable

GAAP measure.

60 \ International Paper 2026 Proxy Statement

Compensation Discussion & Analysis / 1/ Executive Summary

2025 STI Performance Achievement(1)

Performance Metric	Target	Actual	% of Target Award Earned	Metric Weight	Weighted % of Target Award Earned
Adjusted EBITDA(2), (3)	$3.537B	$3.311B	84.0%	50%	42.0%
Revenue(3)	$26.674B	$26.104B	89.3%	30%	26.8%
Cash Conversion Cycle	62.5 days	63.6 days	95.6%	20%	19.1%
Total				100%	87.9%

(1)See page 72 for more information on calculation of the STI performance achievement.

(2)Adjusted EBITDA is a non-GAAP financial measure. See Section 4 for information regarding how non-GAAP financial measures are calculated. See page

68 for non-GAAP financial measure definitions and Appendix A for a reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure.

(3)Adjusted EBITDA and Revenue includes GCF, which is presented as discontinued operations, net of taxes, in the consolidated statements of operations in

the Annual Report on Form 10-K filed with the SEC on February 27, 2026 .

2023-2025 LTI Performance Achievement(1)

Performance Metric	Target	Actual	% of Target Award Earned	Metric Weight	Weighted % of Target Award Earned
3-Year Adjusted ROIC(1)	9.25%	5.70%	—%	50%	—%
Relative TSR	50th Percentile	62nd Percentile	147.62%	50%	73.81%
Total				100%	73.81%

(1)See page 74 for more information on calculation of the LTI performance achievement

(2)Adjusted ROIC is a non-GAAP financial measure. See Section 4 for information regarding how Adjusted ROIC is calculated. See page 68 for non-GAAP

financial measure definitions and Appendix A for a reconciliation of components of Adjusted ROIC to the most directly comparable GAAP measure.

Adoption of Executive Severance Plan

As described later in this CD&A, in 2025, our Board, upon the recommendation of the MDCC, as part of our ongoing review

of our executive compensation and retention programs, approved and adopted the International Paper Company Executive

Severance Plan (the "Severance Plan"). The Severance Plan is designed to provide officers of the Company, including our

NEOs, with payments and benefits upon specified terminations of employment. Effective as of February 11, 2025, the

Severance Plan superseded and replaced the 2005 Board Policy on Severance Agreements with Senior Executives.

www.internationalpaper.com / 61

Compensation Discussion & Analysis / 1/ Executive Summary

Responsiveness to Shareowners—

Say-on-Pay Consideration

In May 2025, our shareowners again approved our annual Say-on-Pay

proposal with support from approximately 97% of votes cast (excluding

broker non-votes). No changes to the program were made directly in

response to the 2025 vote result.

Over the last ten years, we have received, on average, 96% support for our

NEO compensation. The MDCC views this consistently strong level of

support as continued affirmation of the design and direction of our executive

compensation program. While mindful of this level of support, the MDCC and

management remain firmly committed to strengthening our pay-for-

performance alignment, and assessing the overall architecture of our

executive compensation program.

The MDCC and management will continue to use the annual “Say-on-Pay”

vote as a guidepost for shareowner sentiment and will continue to engage

with our shareowners and respond to feedback.

97%

2025 Say-on-

Pay Support

Shareowner Engagement

In 2025, the Company proactively reached out to our top 20 investors and offered to engage during the off-season.

Of the 10 investors who accepted our invitation, seven engaged in discussions focused on learning more about

the changes to our compensation plan design impacting our NEOs. Shareowners provided valuable feedback

on the structure and alignment of our executive pay program, which will be taken into consideration for

future design.

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

62 \ International Paper 2026 Proxy Statement

Compensation Discussion & Analysis / 1/ Executive Summary

Compensation Governance Best Practices

Pay-for-Performance. 100% performance- based incentives for NEOs. Change-in-Control Benefits. Change-in-control severance benefits are: 2.99x target cash compensation for our CEO; 3x target cash compensation for our EVP, President PS EMEA; and 2x target cash compensation for remaining ELT. Double-Trigger Change-in-Control Equity Vesting. Equity incentive awards have a double trigger if replacement awards are provided. Awards will not vest upon a change in control unless there is also a qualifying termination of employment. Limit on Severance Payable to ELT. Effective in 2025, severance is capped at 2× base salary + target bonus for the CEO and 1.5× for all other NEOs, unless in connection with a change in control or shareowner preapproval. Robust Equity Ownership and Retention Requirements. All officers are required to own IP shares equal to a multiple of their base salary and to retain 50% of after-tax equity payouts until the ownership requirement is met. The CEO’s requirement is a rigorous six times (6x) base salary. Clawback of Incentive Compensation if Restatement. Cash and equity incentive compensation awards to current and former executive officers are subject to clawback in the event of a restatement. Non-Competition and Non-Solicitation Agreements. We require our leaders to enter into Non-Competition Agreements and Non- Solicitation Agreements, the violation of which may result in clawback or forfeiture of incentive compensation awards. Cap on CEO’s Personal Use of Leased Aircraft. While our CEO is authorized to use the Company's leased aircraft for personal travel, he is required to reimburse the Company for any incremental cost for personal use above $150,000. Multiple Performance Metrics. Short-term incentive compensation is based on multiple quantitative metrics, with no overlap in long-term incentive metrics, to encourage balanced objectives. Peer Groups. We use relevant compensation benchmarking and relative TSR peer groups that are aligned with corporate governance best practices. No Employment Agreements for ELT. Our U.S. based executive officers are at-will employees with no employment contracts. No Tax Gross-Ups. We do not gross up payments to account for taxes except for relocation and tax equalization on expatriate assignments. No Guaranteed Annual Salary Increases or Bonuses. For NEOs, annual salary increases are based on individual performance and market competitiveness, while their annual cash incentives are tied to company performance. No Plans that Encourage Excessive Risk-Taking. Based on the MDCC’s annual review, it was determined that the Company’s compensation practices are appropriately structured and provide no incentives to encourage employees to engage in unnecessary or excessive risk-taking. No Stock Options; Thus no Repricing or Exchange of Underwater Stock Options by Policy. We discontinued granting stock options over 20 years ago. All outstanding stock options have expired. Our 2024 Long-Term Incentive Compensation Plan does not permit repricing or exchange of underwater options or stock appreciation rights without shareowner approval. No Hedging or Pledging of Company Securities. Officers and directors are strictly prohibited from hedging IP securities and pledging Company securities as collateral or holding securities in a margin account. No Inclusion of Equity Awards in Pension Calculations. Equity awards are not included as pensionable compensation. No Excessive Executive Perquisites. We offer only limited executive benefits as required to remain competitive and to attract and retain highly talented executives. No Active Defined Benefit Retirement Programs. Participation in our Unfunded Supplemental Retirement Plan for Senior Managers (“SERP”) was frozen at the end of 2011 and all salaried pension plan benefits were frozen at the end of 2018. Only defined contribution retirement benefits are available. No Evergreen Provision. Our 2024 Long-Term Incentive Compensation Plan does not automatically increase shares of common stock authorized for issuance.

www.internationalpaper.com / 63

Compensation Discussion & Analysis /

2/ How We Design Our Executive Compensation Program to Pay for Performance

2/ How We Design Our Executive

Compensation Program to Pay

for Performance

Executive Compensation Philosophy

Our executive compensation program is designed to attract, retain and motivate our ELT to deliver Company performance

that builds long-term shareowner value. To achieve our objectives, our program is designed around two guiding principles:

Pay for Performance We reward achievement of specific goals that improve our financial performance and drive strategic initiatives to ensure sustainable long-term profitability. Pay at Risk We believe a significant portion of an executive’s compensation should be specifically tied to performance.

Pay for Performance — CCG Analysis

The MDCC reviews our CEO’s pay in relation to the Company’s performance to ensure alignment. We conduct this review

against our Compensation Comparator Group (“CCG”). Our CCG is one of two reference points against which we target

pay and it is the primary reference against which we benchmark our program design. (For information on the CCG, see

Section 2, “Peer Group Benchmarking” on page 65.)

Historical CEO Pay-for-Performance Alignment

The following table demonstrates the close alignment between our CEO’s realizable pay and the Company’s performance

over the past five three-year performance periods as compared to our CCG.

Three-Year Performance Period		Our CEO’s Realizable Pay Rank (percentile rank of CCG)	Our Company’s TSR Rank (percentile rank of CCG)
2022 - 2024	(1)	82nd	59th
2021 - 2023		22nd	6th
2020 - 2022		22nd	17th
2019 - 2021		12th	18th
2018 - 2020		37th	26th

(1)The 82nd percentile ranking shown for the CEO's realizable pay is driven higher because Mr. Silvernail was a new CEO in 2024 and since he was an

external hire, he received a performance-based inducement grant that is included in the calculation.

64 \ International Paper 2026 Proxy Statement

Compensation Discussion & Analysis /

2/ How We Design Our Executive Compensation Program to Pay for Performance

Current CEO Pay-for-Performance Alignment

Each point on the graph below represents a CCG CEO’s three-year realizable compensation (the cash compensation

actually paid plus the economic value of equity-based grants) relative to their company’s three-year TSR performance over

the period 2022-2024.

Compared to our CCG, our CEO’s realizable compensation was at the 82nd percentile of our peer group while the Company

delivered TSR at the 59th percentile. The MDCC believes the graph below, alongside the table on the previous page,

clearly illustrates a strong pay-for-performance alignment over the years.

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

Pay for Performance Alignment

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

The graph reflects CEO compensation for each company regardless of who actually served in the CEO role. This allows us to compare CEO compensation for

a full three-year period for each company and focuses on the CEO position rather than specific individuals.

•This graph is based on the 2025 proxy statements filed by our CCG.

•Total Shareholder Return reflects share price appreciation, adjusted for dividends and stock splits.

•Realizable pay consists of:

1.actual base salary paid over the three-year period,

2.actual STI payouts over the three-year period, and

3.LTI determined as shown below, with equity awards based on December 31, 2024 market value for each company;

(a)in-the-money value of stock options granted over the three-year period;

(b)time-based restricted stock awards granted over the three-year period;

(c)performance share awards:

(i)actual shares earned using actual performance achievement for grant cycles beginning and ending between 2022 and 2024; and

(ii)target shares granted over the three-year period assuming target performance, for performance cycles that have not yet been completed.

(d)performance cash awards:

(i)actual cash paid using actual performance achievement for grant cycles beginning and ending between 2022 and 2024; and

(ii)target cash levels provided over the three-year period assuming target performance, for performance cycles that have not yet

been completed.

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Compensation Discussion & Analysis /

2/ How We Design Our Executive Compensation Program to Pay for Performance

Peer Group Benchmarking

Consistent with the Company’s compensation philosophy, the MDCC generally targets each component of Total Direct

Compensation (“TDC”) at the median level (50th percentile) of our primary reference point. Target compensation positioning

for individual ELT members will vary from the market median based on factors such as:

•Position scope and responsibilities, as well as experience within the role;

•Individual performance; and

•Internal equity.

The MDCC, with the assistance of FW Cook, its independent compensation consultant, uses two sources of market data to

ensure our pay remains competitive:

•We use published survey data for all ELT positions to ensure a robust sample size of organizations, thereby reducing

year-over-year volatility in pay comparison. This survey data represents the average of two large, general industry

surveys administered by WTW (formerly Willis Towers Watson) and FW Cook and reflects the revenue responsibility of

each executive.

•We use CCG proxy data for the compensation of our CEO and CFO.

How Our CCG Is Selected We look for companies that meet the following criteria:       Compete with us for executive talent;       Comparable annual revenue (approximately one-half to two times), with comparable market capitalization used as a governor;       Global geographic presence;       Similar complexity of business operations; and       Available compensation data. How We Use Our CCG       As a reference point in establishing base salary ranges, short- and long-term incentive targets, and assessing competitiveness of total direct compensation awarded to our CEO and CFO;       To benchmark equity vehicle and incentive plan metrics;       To benchmark officer stock ownership guidelines and other executive compensation practices and policies; and       To evaluate share utilization, overhang levels and annual aggregate grant value.

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

60th

IP Percentile

$27.6B

8th Largest of 19

25th

Percentile

$17.2B

50th

Percentile

$23.9B

75th

Percentile

$35.5B

66 \ International Paper 2026 Proxy Statement

Compensation Discussion & Analysis /

2/ How We Design Our Executive Compensation Program to Pay for Performance

Why We Use Different Peer Groups

In the chart below, we explain why we use different peer groups for compensation benchmarking and for measuring the

Company’s TSR performance in our incentive plans.

Peer Group	Composition	Rationale
CCG	Includes 18 companies from multiple industries (Companies range in size from approximately 0.5 to 2.0 times the Company's revenue, which positions IP near the median; see page 65 for a complete listing of CCG companies)	These are the companies against which we are likely to compete for executive talent. They are of comparable size and scope of operations to the Company, which is critical for evaluating target TDC levels.
TSR	Broader cross-section of 40 companies engaged in global manufacturing and capital-intensive businesses.	These are a representative set of the companies against which we compete for investment dollars, as described below and whose stock prices are most strongly correlated to IP.

Our Peer Group for TSR Performance

For 2025, the Company expanded the TSR Peer Group to align with the revised LTIP design. With LTIP exclusively based

on relative TSR, a broader and more robust peer group was needed to ensure a more stable, reliable, and statistically valid

comparison. Our TSR Peer Group was selected using a formulaic process and consists of the forty (40) companies from

the S&P 1500 Materials Index that have the highest 3-year stock price correlation with the Company.

The goal remains to select closely correlated peers to minimize the influence market factors outside of the Company's

control on our relative performance achievement. Since the share prices of the companies selected are impacted by many

of the same macroeconomic and industry factors that impact IP. External market factors have less bearing on relative

performance, fostering payments which more accurately reflect management's execution and the Company's true

underlying performance.

2025 TSR Peer Group(1)

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

(1)Companies in bolded and italicized text are also part of our 2025 CCG.

(2)Berry Global Group, Inc. was acquired by Amcor Plc on April 30, 2025.

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Compensation Discussion & Analysis /

2/ How We Design Our Executive Compensation Program to Pay for Performance

How and Why We Chose Our Performance Metrics

Our incentive compensation plan design continues to be based upon achievement of pre-established performance

objectives that we believe will drive improved financial performance of the Company. Each year, the MDCC assesses the

appropriateness of the performance metrics and makes adjustments as needed based on the financial objectives most

critical to the Company’s success.

As part of this ongoing review — and to ensure alignment with our strategic priorities, shareowner interests, and serve the

long-term interests of the Company — the MDCC approved changes to the performance metrics used in both our

short-term and long-term incentive compensation plans effective January 1, 2025. We believe these revisions strengthen

our pay-for-performance philosophy and reinforce accountability for delivering sustained shareowner returns.

See below and the following page for more details on each metric.

2025 Annual Incentive Plan Metrics

In 2025, we redesigned our short-term incentive plan to better reflect the distinct operational priorities and performance

drivers across our organization. Each business unit now operates with its own tailored performance metrics and goals,

separate from those established for the corporate center allowing for more precise alignment between incentive outcomes

and the strategic objectives of each business unit. The ELT, including our NEOs, operates under the corporate center’s

performance metrics and goals, ensuring alignment with enterprise-wide outcomes and strategic direction. Individual

performance modifiers were eliminated to foster a stronger culture of collaboration, shared accountability, and team-based

execution. The revised plan encourages cross-functional alignment and reinforces our commitment to driving performance.

Adjusted EBITDA

Adjusted EBITDA(1) is commonly used as a proxy for a company’s operating profitability. We believe that driving

earnings growth is currently the best way to drive shareowner value. Within the Company, we set goals for

Adjusted EBITDA performance at the business level to establish an ongoing line of sight to our performance.

Adjusted EBITDA represents a significant driver of cash flow, as it is the single largest component of Cash Flow

from Operations. In addition, we use Adjusted EBITDA in assessing the Company’s consolidated results of

operations and operational performance and in comparing the Company’s results of operations between periods.

As a result, we believe that Adjusted EBITDA is a significant indicator of the Company’s ongoing

operational strength.

Revenue

Revenue(2) is a complementary measure to Adjusted EBITDA that helps focus participants on top-line growth. We

believe that using Revenue also helps focus participants on commercial and operational improvement initiatives.

Cash Conversion Cycle

Cash Conversion Cycle(3) drives capital efficiency. We use cash conversion cycle to evaluate the efficiency of our

working capital management and the speed at which we convert working capital into cash.

2025-2027 Long-Term Incentive Plan – PSU Metric

To reinforce pay for performance alignment and incentivize improvement in TSR, we eliminated ROIC as a metric and

moved to 100% relative TSR.

Relative TSR

TSR(4) reflects share price appreciation and dividends paid. TSR is regularly used to compare the performance

of companies’ stocks over time, and we measure our relative TSR position over a three-year period against our

TSR Peer Group. This is a key performance measure that aligns our long-term incentive pay with the value we

create for our shareowners, as compared to other companies with which we compete for investment dollars.

68 \ International Paper 2026 Proxy Statement

Compensation Discussion & Analysis /

2/ How We Design Our Executive Compensation Program to Pay for Performance

The footnotes below explain the details of our performance metric calculations for purposes of our incentive

compensation plans:

(1)Adjusted EBITDA, a non-GAAP financial measure, means (i) earnings from continuing operations before interest, income taxes and equity earnings,

cumulative effect of accounting changes, before the impact of special items and non-operating pension expense plus (ii) interest expense, net and

depreciation and amortization, and cost of timber harvested. The Adjusted EBITDA metric excludes the impact of non-operating pension expense and

special items. Adjusted EBITDA may be adjusted, in the MDCC’s sole discretion, for any impact of acquisitions, divestitures, and/or the effect of changes

in tax laws, accounting principles or other laws or provisions affecting reported results, and/or to reflect the impact of any significant, one-time event,

including, but not limited to, epidemics/pandemics, wars/invasions/hostilities (whether war is declared or not), natural disasters with significant impact on

our operations, the imposition of new or increased tariffs as well as the potential impact of retaliatory tariffs and other penalties including retaliatory policies

against the United States and global trade tensions, or any other significant, one-time events the MDCC deems appropriate for an adjustment. For

additional information regarding Adjusted EBITDA, including a detailed calculation and reconciliation to the most comparable GAAP measure, see

Appendix A. Additional detail regarding the special items included in the definition of Adjusted EBITDA is set forth on page 41 of our Annual Report on

Form 10-K for our fiscal year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission (“SEC”) on February 27, 2026.

(2)Revenue means “Net Sales” as reported on the consolidated statement of operations in the Company’s financial statements included in our periodic filings

with the SEC. Revenue may be adjusted, in the MDCC’s sole discretion, for any impact of acquisitions, divestitures, and/or the effect of changes in tax

laws, accounting principles or other laws or provisions affecting reported results.

(3)Cash Conversion Cycle means Days of Sales Outstanding ("DSO") + Days Inventory Outstanding ("DIO") - Days Payables Outstanding ("DPO"). DSO

means (Average Trade Account Receivables + Average Contract Assets) divided by Net Sales multiplied by 365. DIO means Average Inventories divided

by Costs of Products Sold multiplied by 365. DPO means Average Trade Accounts Payable divided by Cost of Products Sold multiplied by 365.

Maintenance and Regulatory Capital Spending and changes in Operating Working Capital may be adjusted, in the MDCC’s discretion, for any impact of

acquisitions, divestitures, and/or the effect of changes in tax laws, accounting principles or other laws or provisions affecting reported results. Cash

Conversion Cycle is a company-defined operating metric and is not calculated in accordance with US GAAP. There is no directly comparable GAAP

financial measure. We use cash conversion cycle to evaluate the efficiency of our working-capital management and the speed at which we convert

working capital into cash.

(4)TSR is calculated as the change in the Company’s common stock price during the performance period, plus the impact of any dividends paid and

reinvested in Company stock (including the dividends paid on stock obtained by reinvesting dividends) during the performance period. For all

companies in our TSR Peer Group, both the beginning and ending common stock prices used are the average closing price of the 20 trading days

immediately preceding the beginning and end of the performance period. We calculate the Company’s TSR and our peer companies’ TSR using the

same methodology.

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

3/ How We Make Compensation

Decisions

Role of the Management Development and Compensation Committee

The MDCC, which is comprised solely of independent directors, assists the Board in its oversight of the Company’s

executive compensation program design and the decision-making process for ELT compensation. The MDCC:

•Approves our compensation benchmarking process, as well as the companies used for comparison (our CCG) to ensure

reasonableness and stability;

•Assesses the overall effectiveness of our executive compensation program to ensure the design achieves our objectives;

•Approves performance metrics, goals, and their respective weightings, as well as the companies against which we

compare our relative performance;

•Determines ELT compensation, informed by recommendations from the CEO regarding executives other than the CEO;

•Conducts an annual evaluation of risk as it pertains to our Company-wide compensation plans and programs; and

•Administers the Company's Clawback Policy and oversees its application to the compensation of the Company's current

and former executive officers, and reviews and recommends to the Board any amendments to this Clawback Policy.

In addition, in a process established by the lead director, the MDCC during Executive Session:

•Approves the CEO’s annual objectives and conducts an annual performance review; and

•Recommends to the independent members of the Board for approval: the CEO’s base salary, target incentive

opportunities (STI and LTI) and annual incentive award payment.

All elements of CEO pay are approved by the independent directors of the Board.

Role of Management

The CEO makes recommendations to the MDCC concerning the strategic direction of our executive compensation

program. Our senior vice president, chief human resources 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.

The CEO reviews the performance of ELT members (other than himself) against their annual, individual pre-established

performance objectives and discusses their individual performance with the MDCC. In consultation with our senior vice

president, chief human resources officer, the CEO makes individual recommendations on base salary, incentive plan

opportunities, and annual incentive award payments for members of the ELT. The MDCC reviews these recommendations,

and with input from its compensation consultant, discusses, modifies and approves compensation for each ELT member.

The CEO does not participate in any MDCC or Board deliberations that involve his own compensation.

Role of Compensation Consultants

The MDCC continued to engage FW Cook in 2025 to serve as its independent compensation consultant. The MDCC has

sole authority to retain or terminate FW Cook, and to approve the terms of engagement, including fees. The MDCC relies

on FW Cook to advise on its compensation decision-making process. FW Cook works exclusively for the MDCC and

provides no other services to the Company. Accordingly, the MDCC has determined that FW Cook is independent from the

Company; and separately, FW Cook has attested in writing to its independence from the Company. At this time, the MDCC

has concluded there is no conflict of interest with regard to the compensation consultant.

The Company retains Meridian Compensation Partners and WTW as its primary compensation consultants to advise on

program design, provide and analyze benchmarking data, apprise management of evolving practices and trends, and

perform other consulting services as needed. The Company engages other consultants for special projects, as needed.

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

70 \ International Paper 2026 Proxy Statement

Compensation Discussion & Analysis / 4/ Elements of Our Executive Compensation Program

4/ Elements of Our Executive

Compensation Program

Overview

The primary elements of our executive compensation program for our NEOs are:

•base salary,

•short-term (annual) cash-based incentive compensation under our Annual Incentive Plan (“AIP”),

•long-term equity-based incentive compensation under our Long-Term Incentive Plan (“LTIP”) which is awarded in

performance-based restricted stock units, and

•other ad hoc equity awards and limited executive benefits.

Total Direct Compensation (“TDC”) is the combination of fixed and variable compensation. Other compensation elements,

such as our limited executive benefits, are not part of TDC, but the MDCC also reviews these elements.

Compensation Element

Purpose

How it Links to Performance

To provide competitive levels of

fixed pay to attract and retain

executives and to recognize

effective leadership

Fixed; pay is reviewed annually in

light of individual performance, level

of responsibility, knowledge and

experience, and competitive

market positioning

Base Salary

Cash

Fixed

Short-Term

Incentive

Annual

Incentive Plan (AIP)

To motivate and reward the

achievement of annual financial

team goals

Variable; award is earned based

on achievement of pre-established

quantitative performance goals

Cash

Variable/At-Risk

Long-Term

Incentive

Long-Term

Incentive Plan (LTIP)

Performance-Based Equity

To motivate and reward long-term

Company performance that

maximizes shareowner value

Variable; award is earned based

solely on Company performance;

payout is based on achievement of

pre-established goals and valued at

the then current stock price

Equity

Beginning in 2025,

Executive Officers

received LTI grants

comprised of

100% PSUs

(no time-based

equity awarded)

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Compensation Discussion & Analysis / 4/ Elements of Our Executive Compensation Program

Base Salary

Base salary is the only fixed element of TDC. The MDCC considers base salary increases annually based on individual

performance, taking into account whether market-based adjustments are necessary. Annual merit increases for most of our

salaried employees, including the NEOs, are effective March 1.

For 2025, the MDCC also approved:

•an increase in Mr. Nicholls' base salary by 11.6% to recognize his significant contributions related to our acquisition of

DS Smith and his service as chief financial officer during 2025; and

•an increase in base salary for Mr. Saab by 10% to reward his strong performance, align his pay with the market median

for general counsel roles and recognize his service in an interim role leading human resources during a critical

transition period.

For 2026, the MDCC also approved:

•an increase in Mr. Silvernail's base salary, effective March 1, 2026, by 25% to align his pay with the market median,

reinforcing the MDCC's ongoing commitment to maintaining competitive and market-aligned compensation practices.

The increases to our NEOs' base salaries are set forth in the table below:

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

(1)Mr. Loeffler joined the Company as CFO on April 1, 2025.

(2)Though not detailed in the table above due to the timing of the increase, Mr. Nicholls received a merit increase of 11.6% effective January 1, 2025,

(instead of March 1, 2025), to recognize his leadership throughout the acquisition, his dual responsibilities through April 1 and his pending promotion.

(3)Ms. Roman joined the Company as chief people and strategy officer on February 3, 2025, and was employed through June 30, 2025.

Performance-Based Compensation

We do not provide guaranteed bonuses. Performance-based compensation is pay at risk and is tied directly to Company

performance. Company performance is based on the achievement of specific financial goals, as described below.

In 2025, the MDCC approved new performance metrics for both the short- and long-term incentive plans. Details of these

changes are provided under each element shown below and as described on the following pages.

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

(1)See page 68 for non-GAAP financial measure definitions and Appendix A for a reconciliation of Adjusted EBITDA to the most directly comparable

GAAP measures.

Other equity awards, including RSUs, may be granted from time to time under limited circumstances to address specific

recruitment, retention or other recognition efforts. All ELT compensation, including any such equity awards, must be

approved by the MDCC. Grants of equity awards to the CEO must be approved by the independent members of the Board.

72 \ International Paper 2026 Proxy Statement

Compensation Discussion & Analysis / 4/ Elements of Our Executive Compensation Program

Short-Term Incentive

Annual Incentive Plan (AIP)

Overview

The AIP is our annual, cash-based incentive compensation plan designed to motivate employees to achieve our most

critical short-term financial goals. The 2025 AIP award pool was expanded due to our acquisition of DS Smith and was paid

to approximately 11,000 employees globally, including our NEOs.

2025 Performance Metrics

The MDCC believes our AIP performance metrics and target goals should motivate management to achieve results that will

drive superior investor returns. Previously, the AIP was earned based on the same metrics and target goals across the

organization. Beginning in 2025, the AIP was redesigned to foster a team culture incorporating performance metrics specific

to each of our three business units and one for our corporate center. All NEOs are rewarded under the AIP solely on the

metrics for the corporate center, aligning their incentive with enterprise-wide performance. The metrics are shown in the

table below.

2025 Performance Goals and Achievement

At the time the target goals were established in March 2025, they did not reflect the impacts associated with the DS Smith

financial reporting integration and purchase price accounting adjustments. Specifically, the DS Smith components of the

target goals did not contemplate changes in financial statement reporting under US GAAP standards compared to

International Financial Reporting Standards, nor did it reflect all account classifications utilized by International Paper for

financial statement reporting. Additionally, the targets did not reflect the impact from the divestiture of five European box

plants, which was required as a condition to closing the DS Smith acquisition. These impacts were only quantifiable after

the goals were established and had a material effect on the AIP metrics' reporting and operating footprint, accordingly

requiring reevaluation.

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

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

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

(1)See page 68 for non-GAAP financial measure definitions and Appendix A for a reconciliation to the most directly comparable GAAP measures.

(2)Includes Global Cellulose Fibers, which are reported in discontinued operations, net of taxes.

(3)See page 68 for a definition of cash conversion cycle, which is measured in days.

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Compensation Discussion & Analysis / 4/ Elements of Our Executive Compensation Program

Annual AIP Earned Award Calculation

If our actual year-end result in any one of the metrics falls below the established threshold performance, no payment is

earned for that portion of the award. In the event that our actual year-end result in any one of the metrics above falls

between the threshold and target performance levels, or between the target and maximum performance levels, the

payment earned is calculated on a straight-line interpolated basis.

The MDCC has discretion to decrease the earned award to zero and, in the past, the MDCC has chosen to make

reductions. Consistent with our philosophy that management should be rewarded for delivering outstanding financial

results, the MDCC also has discretion to increase the earned award up to 25%, provided the total final award pool does not

exceed the maximum amount permitted, which is 200% of target. The MDCC did not exercise its discretion to decrease or

increase the 2025 AIP earned award.

2025 Individual AIP Awards for NEOs

Awards for all AIP-eligible employees are based on either business unit or corporate center performance and are no longer

adjusted for individual performance achievement, promoting a team-focused culture. The award paid to each of our NEOs

is based solely on corporate center performance as described in Section 5, "NEO Compensation."

CEO Awards

The CEO has discretion to recommend a CEO award (separate from the AIP) for all employees, and to NEOs with MDCC

approval, in recognition of exceptional individual performance beyond what is captured in annual individual objectives. For

2025, none of our NEOs received a CEO Award.

74 \ International Paper 2026 Proxy Statement

Compensation Discussion & Analysis / 4/ Elements of Our Executive Compensation Program

Long-Term Incentive

Long-Term Incentive Plan (LTIP)

Overview

The LTIP is our long-term, equity-based incentive compensation plan designed to motivate employees to create long-term

shareowner value. LTIP awards are granted globally on January 1 to approximately 1,300 management-level employees

based on position in the Company and satisfactory performance. The Company makes an off-cycle grant to newly-hired

and newly-eligible participants annually each November 1, which are subject to the same terms and conditions.

Under the LTIP, a mix of performance-based stock units (PSUs) and/or time-based restricted stock units (RSUs) are

awarded. The allocation of PSUs and RSUs is tiered based on the participant’s role within the Company with a greater

proportion of PSUs generally allocated to participants with higher levels of responsibility and greater ability to influence

Company performance.

In recent years, LTIP awards for the ELT, excluding Mr. Silvernail, were allocated in 80% PSUs and 20% in RSUs.

Beginning in 2025 for the ELT, the allocation shifted to 100% PSUs to reflect their broader impact on Company results. We

believe this shift reflects our commitment to our pay-for-performance philosophy and ensures that our most senior leaders

are fully incentivized to deliver sustained value creation for our shareowners.

Performance Stock Units (PSUs)

Beginning in 2025, PSUs are based solely on the Company’s performance achievement in relative TSR and are earned

over a three-year performance period. Awards are settled in shares of Company common stock in February, following the

MDCC’s approval of achievement of performance metrics. The number of shares ultimately paid includes the reinvestment

of any dividends accumulated on shares earned at the end of the three-year performance period.

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

(1)Assuming threshold performance is achieved.

Restricted Stock Units (RSUs)(1)

RSUs are time-based and therefore earned based on the passage of time and, in most cases, dependent on continued

employment with the Company. The amount ultimately paid includes the reinvestment of any dividends accumulated on

shares paid upon vesting and is dependent on the Company’s stock price on the vest date. RSUs vest annually in equal,

one-third tranches over the three-year grant period on each February 1 commencing after the first anniversary of the grant.

The remaining vesting schedule for the RSUs granted to our NEOs prior to 2025 is set forth below.

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

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

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Compensation Discussion & Analysis / 4/ Elements of Our Executive Compensation Program

Performance Metrics and Objectives for PSUs

The long-term incentive program metrics were revised in 2025. Performance share units (PSUs) granted under the program

are now tied exclusively to relative total shareholder return (TSR), reinforcing the Company’s commitment to aligning

executive compensation with shareowner value.

The performance metric for the PSU portion of the 2025 LTIP is shown in the table below. To determine our performance

achievement under the relative TSR metric, we use a percentile ranking for comparison to our broad, highly correlated

TSR Peer Group (see Section 4, “Why We Use Different Peer Groups”).

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

If our actual performance for the three-year performance period falls below the established threshold level (as shown in the

chart above), no PSUs are earned. If performance falls between threshold and target, or between target and maximum, the

number of PSUs earned is calculated on a straight-line interpolated basis.

The MDCC does not have discretion to increase the Company’s performance achievement, but may decrease it in the

event the Company experiences negative TSR. In addition, if the Company’s absolute TSR over the three-year

performance period is negative, performance achievement for the TSR portion of the PSU award may not exceed 100%.

Performance-Based Payout Calculation

Based on market data, each LTIP participant is granted a target award based on the participant’s position. The actual

number of shares paid at the end of the three-year performance period may be higher or lower than the target award,

based solely on the Company’s performance achievement. Possible payouts under the 2025 LTIP range from 0 percent to

200 percent of the target award.

2023-2025 LTIP Payout — PSU Portion

For the 2023-2025 LTIP PSUs, the performance achievement (based on two metrics, ROIC and Relative TSR) was

approved by the MDCC in February 2026, as shown in the chart below. The award paid to each of our NEOs is described in

Section 5, "NEO Compensation."

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

(1)See Appendix A for a reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure.

(2)WestRock Company was acquired by Smurfit Kappa in July 2024.

76 \ International Paper 2026 Proxy Statement

Compensation Discussion & Analysis / 4/ Elements of Our Executive Compensation Program

Other Equity Awards

We use equity awards, such as grants of restricted stock and RSUs for purposes of recruitment, retention, or recognition,

referred to as Recognition Awards. Vesting provisions for these Recognition Awards vary on a case-by-case basis, but

generally are forfeited if the participant voluntarily terminates employment without "cause" or for "good reason" prior

to vesting.

During 2025, the MDCC approved the following additional awards to our NEOs:

•In connection with their respective appointments as members of the ELT, the MDCC approved an inducement award of

31,865 RSUs to Mr. Loeffler, with a grant date fair market value of $1,700,000, and an award of 29,814 RSUs to

Ms. Roman, with a grant date fair market value of $1,680,000 (together, the "2025 Inducement Awards").

•The 2025 Inducement Awards included provisions for accelerated vesting in the event of termination for reasons other

than for cause. Accordingly, Ms. Roman's inducement award fully vested on her separation date of June 30, 2025, in

accordance with the terms and conditions. These provisions were designed to support the recruitment of senior

executives in competitive talent markets by offering market-aligned protections during the critical onboarding period. The

Company believes this approach is appropriate for attracting external experienced leadership during periods of

strategic transformation.

Other Compensation Elements

Retirement and Benefit Plans

U.S.-based members of the ELT participate in the same health, welfare and retirement programs that are available to most

of the Company’s U.S. salaried employees. Additionally, our unfunded, nonqualified plans — the Pension Restoration Plan

and the Deferred Compensation Savings Plan (“DCSP”) — are available to eligible U.S. salaried employees, including the

NEOs, whose compensation is higher than the limits set by the Internal Revenue Service (“IRS”) for tax-qualified plans.

Absent these plans, these employees would not achieve a retirement benefit commensurate with their earnings during the

course of their careers with the Company.

The Unfunded Supplemental Retirement Plan for Senior Managers (“SERP”) was closed to new participants effective

January 1, 2012.

Name	CEO (Silvernail)		NEO2		Other Officers and Eligible Managers		U.S. Salaried Employees
Health and Welfare Plans	•		•		•		•		The Company froze credited service and compensation in the Retirement Plan, Pension Restoration Plan and SERP for all service on or after January 1, 2019. For service after this date, affected employees now receive Retirement Savings Account contributions (“RSAc”).
Qualified Retirement (Pension) Plan / RSAc(1)	•		•		•		•
Pension Restoration Plan / RSAc(1)	•		•		•
SERP(2)			•
Qualified Salaried Savings Plan – 401(k)	•		•		•		•
DCSP(1)	•		•		•

•      Eligible to participate.

(1)See the Summary Compensation Table on page 89 for additional information on this benefit.

(2)Mr. Nicholls is the only NEO in this legacy plan (SERP), which closed to new participants effective January 1, 2012.

www.internationalpaper.com / 77

Compensation Discussion & Analysis / 4/ Elements of Our Executive Compensation Program

Change-in-Control (“CIC”) Agreements

The Company has entered into CIC agreements with certain executives, including all members of the ELT. Our CIC

agreements were updated in 2024 as part of the Company's ongoing efforts to maintain a robust executive compensation

program. The CIC agreements are intended to mitigate the risk of executive leadership instability during a change in

control. These agreements provide cash severance and other benefits, including acceleration of equity-award vesting,

only in the event of both a change in control of the Company and a qualifying termination of employment (i.e., involuntary

termination without cause or departure for good reason). No benefits are provided upon a change in control alone

(i.e., without an accompanying qualifying termination of employment) so long as the acquiring company provides

replacement awards as substitution for outstanding equity awards. We believe these potential benefits align executive

and shareowner interests by enabling Company leaders to focus on the interests of shareowners and other constituents

when considering a potential change in control, without undue concern for their own financial and employment security.

The Company does not gross up or pay for excise taxes relating to any change-in-control benefits.

Mr. Silvernail's Tier I CIC Agreement, which was approved by the Board in connection with his appointment in 2024, upon

recommendation from the MDCC, provides for (i) a cash severance of 2.99 times the sum of his base salary and short-term

annual incentive and (ii) retirement at age 60 regardless of years of service with the Company. Mr. Silvernail is the only

executive with a Tier I CIC agreement other than Mr. Nicholls, who has a legacy Tier I CIC agreement. Mr. Nicholls'

agreement provides for a cash severance of three times the sum of his base salary and target AIP and up to three years of

health benefits following his termination of employment. Going forward, the Board intends that Tier I CIC agreements apply

only to the Company's chief executive officer and chairman of the Board.

Other eligible officers with the Company signed new Tier II CIC agreements in early 2026, following adoption of new Tier II

CIC agreements (the "Updated Tier II Agreement") in 2024 and passage of a required notice period. The Updated Tier II

Agreement applies to current and future group vice presidents, senior vice presidents and above and one legacy vice

president elected prior to February 2008. The revised terms in the Updated Tier II Agreement are more consistent with

current market standards and more accurately align with the Company's benefit plans, equity plans and current

compensation practices. Upon both a change in control and qualifying termination (double trigger) in connection with a

change in control (such qualifying termination taking place during the term of the Change-in-Control Agreement, which will

be a period of two years following the date of the Change in Control), these executives will be eligible to receive cash

severance pay equal to two times the sum of annual base salary and target short-term annual incentive compensation and

up to two years of health benefits following termination of employment.

The CIC Agreements for Mr. Silvernail and Mr. Nicholls and our other NEOs are filed as exhibits with our Annual Report on

Form 10-K for the year ended December 31, 2025, filed with the SEC on February 27, 2026. For more detail on these CIC

agreements and benefits, see Section 7, “Post-Employment Termination Benefits” on page 98.

Perquisites

Our NEOs participate in the same benefit plans generally available to our employees. The only benefits our NEOs receive

that are not generally available to all U.S. employees are the following: the CEO’s personal use of Company leased aircraft,

benefits to Mr. Nicholls under our discontinued Executive Supplemental Life Insurance Program, and a limited number of

employees and directors receive tax preparation services. Our NEOs on assignment outside the United States are entitled

to the same standard benefits under our Global Mobility Policy as any employee serving the Company on an expatriate

assignment. Our Company recognizes the additional complexities and responsibilities that come with serving on the board

of a foreign subsidiary. To support our NEOs and certain other officers in managing these responsibilities, we offer annual

reimbursement for tax-preparation services related to their board service on a foreign subsidiary.

Relocation Benefits

The Company may provide relocation assistance in connection with the recruitment of new executives and executive

assignments that require a move to a different location.

Our relocation program helps us recruit and retain key management talent. Relocation benefits offered to our NEOs in 2025

included reimbursement of expenses related to home sales, shipment of household goods, and insurance coverage on

transport of goods. On limited occasions, the Company may provide additional or special relocation payments when

needed to recruit senior executives. Our relocation policy requires all employees to repay relocation benefits or payments if

they resign or their employment is terminated for cause within one year of the relocation date.

78 \ International Paper 2026 Proxy Statement

Compensation Discussion & Analysis / 4/ Elements of Our Executive Compensation Program

Our policy also provides certain relocation and expatriate benefits, which are intended to equalize cost of living

differences between the home and assignment country as well as facilitate the transition associated with an

international assignment. Mr. Nicholls received these benefits in 2025 in connection with his new role overseeing our

EMEA packaging business.

CEO Personal Use of Leased Aircraft

Our Board, upon recommendation from the MDCC, has approved Mr. Silvernail's use of leased aircraft for personal travel

pursuant to a time sharing agreement.

In 2025, Mr. Silvernail entered into a new time sharing agreement solely to reflect the Company's entry into a fractional

ownership arrangement with a third-party aircraft services provider. The agreement did not change the terms governing

personal use. Mr. Silvernail is required to reimburse the Company for the incremental cost of his personal use of leased

aircraft above $150,000 per year. The value of such use up to $150,000 per year will result in imputed taxable income to

Mr. Silvernail and will not be grossed up for taxes. The Company views this benefit as competitive with similar benefits

offered by the companies with which we compete for executive talent.

For more information on use of leased aircraft by our CEO, please see Section 6, "Board Policy on Personal Use of Leased

Aircraft." Additional information regarding the aggregate incremental cost of perquisites for our NEOs in 2025 is set forth in

a footnote to the "All Other Compensation" column of the Summary Compensation Table.

Executive Security Program

International Paper provides security for all employees, based on an assessment of risk. Our security program is designed

to help employees securely and safely conduct business and is primarily for the benefit of the Company.

In response to recent high-profile incidents of violence and targeted threats against chief executive officers, the Company

in 2025 engaged an outside firm with security expertise to conduct a study of our executive security program. This study

confirmed a bona fide business-oriented security concern exists and concluded more comprehensive security measures

were needed to ensure Mr. Silvernail's safety.

Accordingly, the independent directors of the Board, upon recommendation from the MDCC, in December 2025 authorized

enhancements to Mr. Silvernail's security benefits based on the premise that if any harm befell our CEO, our business

operations, investor confidence and employee productivity would be severely impacted.

Effective December 9, 2025, our CEO is required to use leased aircraft for all business and personal travel (when feasible).

Our executive security program also permits Mr. Silvernail's family to travel on the leased aircraft when accompanying him.

These changes will have no impact on perquisite reporting with respect to use of the leased aircraft under Mr. Silvernail's

time sharing agreement. We view these personal security expenses for Mr. Silvernail as reasonable business expenses

arising from a bona fide business-oriented security concern and not as taxable personal benefits.

In the future, we may provide perquisites or other personal benefits in limited circumstances, such as where we believe it is

appropriate to assist an individual NEO in the performance of his or her duties, to make our NEOs more efficient and

effective, and for recruitment, motivation, or retention purposes. All future practices with respect to perquisites or other

personal benefits for our executive officers will be approved and subject to periodic review by the MDCC.

www.internationalpaper.com / 79

Compensation Discussion & Analysis / 5/ NEO Compensation

5/ NEO Compensation

Overview

Generally, we base our compensation decisions on principles of internal equity and external market competitiveness. The

difference between our CEO’s compensation and the compensation of our other NEOs is based on the complexity of the

CEO’s leadership responsibilities for the global enterprise. We do not have, nor do we believe we need, a policy that

dictates a specific ratio of CEO compensation to other NEOs or the ELT.

2025 Actual Realized Compensation Compared to

2025 Targeted Compensation

In this section, we describe the 2025 compensation actually realized by each NEO, as well as the rationale for each

compensation element and amount. We also illustrate target versus actual compensation in the individual graphs for

each NEO.

The Target amount includes:

(i)2025 actual base salary paid;

(ii)2025 target AIP;

(iii)the target value of the 2023-2025 LTIP- PSUs granted in 2023;

(iv)the target value of the LTIP- RSUs that vested in February 2025; and

(v)the target value of Recognition Awards that vested during 2025, if any.

The Actual amount represents what we believe is the appropriate way to illustrate 2025 actual pay earned, and includes:

(i)2025 actual base salary paid;

(ii)2025 AIP paid in February 2026;

(iii)the actual value of the 2023-2025 LTIP- PSUs paid in February 2026;

(iv)the actual value of the 2023 LTIP- RSUs (3rd tranche) and the 2024 LTIP RSUs (2nd tranche) that vested in

February 2025; and

(v)the actual value of Recognition Awards that vested during 2025, if any.

The value shown for the equity awards on the following pages differs from the value shown in the Summary Compensation

Table. Equity awards granted in 2025 are shown in the Summary Compensation Table, while the charts on the following

pages show LTIP awards (PSUs and RSUs) valued and paid as follows:

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

80 \ International Paper 2026 Proxy Statement

Compensation Discussion & Analysis / 5/ NEO Compensation

Andrew K. Silvernail

Chairman of the Board and Chief Executive Officer

Andy Silvernail joined International Paper as CEO on May 1, 2024, and became chairman of the Board of

Directors on October 1, 2024. Mr. Silvernail has two decades of experience leading global companies in

the manufacturing and technology sectors. He joined International Paper from KKR & Co., Inc., a global

investment advisory firm, where he served as an executive advisor, and 5 Nails, LLC, a private investment

advisory firm, where he served as founder, chair and chief executive officer (2022-2024). Prior to that,

Mr. Silvernail served as chairman and chief executive officer of Madison Industries, one of the world's largest

privately held companies (2021) and chairman and chief executive officer of IDEX Corporation (NYSE: IEX)

(2011-2020). Mr. Silvernail currently serves on the board of directors of Stryker Corporation (NYSE: SYK)

and Potter Global Technologies, a privately held company specializing in fire and safety solutions.

2025 Realized Compensation

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

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

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

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

Mr. Silvernail's initial grants, awarded upon joining International Paper in 2024, are 100% performance-based PSUs and will

vest in 2027. Accordingly, he did not receive an LTI payment in 2025.

www.internationalpaper.com / 81

Compensation Discussion & Analysis / 5/ NEO Compensation

Lance T. Loeffler

Senior Vice President, Chief Financial Officer

Lance T. Loeffler joined the Company effective April 1, 2025 as senior vice president, chief financial officer,

as part of a planned leadership transition with Mr. Nicholls. He has responsibility for the Company’s global

financial strategy and functions. Before joining IP, Mr. Loeffler worked for Halliburton (NYSE: HAL), provider

of services and products to the energy industry, where he most recently served as senior vice president,

Middle East and North Africa (2022-2024). Prior to this role, Mr. Loeffler held other positions at Halliburton

including executive vice president and chief financial officer (2018-2022), vice president, investor relations

(2016-2018) and vice president, corporate development (2014-2016).

2025 Realized Compensation

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

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

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

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

Mr. Loeffler did not receive an LTI payment in 2025. One-third of his 2025 Inducement Award will vest on April 1, 2026, and

his 2025 LTIP award, which is 100% performance-based PSUs, will vest in February 2028.

82 \ International Paper 2026 Proxy Statement

Compensation Discussion & Analysis / 5/ NEO Compensation

W. Thomas Hamic

Executive Vice President and President, Packaging Solutions

North America

Tom Hamic has 34 years of service with the Company having served in his current role since

September 1, 2024. Previously, he served as senior vice president, North American Container and

chief commercial officer since January 2023. In 2020, Mr. Hamic was named senior vice president, Global

Cellulose Fibers IP Asia and Enterprise Commercial Excellence and served in the role until December 2022.

Mr. Hamic was elected senior vice president, Containerboard and Enterprise Commercial Excellence in

2019. He moved into the role of vice president Containerboard and Recycling in 2015, after serving as vice

president Finance and Strategy since 2013. In 2009, Mr. Hamic was named vice president and general

manager, Container the Americas. Mr. Hamic joined the Company in 1992.

2025 Realized Compensation

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

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

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

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

Target LTI PSU is based on 51,200 target shares valued at $37.50 using the 20-day average stock price as of

December 31, 2022.

Target LTI RSU is based on 4,483 shares at $35.69 using the 20-day average stock price as of December 31, 2022 plus

4,806 shares at $36.76 using the 20-day average stock price as of December 31, 2023.

Actual LTI PSU is based on 43,225 shares, which includes the original target shares plus reinvested dividends multiplied by

73.81% performance achievement and valued at $46.58, the Company’s closing share price on February 6, 2026.

Actual LTI RSU is based on 4,923 shares valued at $55.63 plus 5,004 shares valued at $55.63 using the closing stock price as of

January 31, 2025.

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Compensation Discussion & Analysis / 5/ NEO Compensation

Timothy S. Nicholls

Executive Vice President and President, Packaging Solutions EMEA

Tim Nicholls has 35 years of service with the Company. Effective April 1, 2025, Mr. Nicholls began serving as

leader of the combined International Paper and DS Smith EMEA teams overseeing our Europe, Middle East

and Africa business. In this role, he is responsible for driving the successful integration of DS Smith and

implementing our performance strategy across the region, with a focus on operational excellence, customer

value, and sustainable growth. Prior to this role, he served two separate terms as the Company’s chief

financial officer—from 2007 to 2011, and again from 2018 to 2025. He previously served as senior vice

president, Industrial Packaging the Americas, a position he held since November 2014, immediately prior to

which he served as senior vice president, Printing & Communications Papers the Americas (2011-2014). In

1991, he joined Union Camp Corporation, which was acquired by the Company in 1999.

2025 Realized Compensation

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

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

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

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

Target LTI PSU is based on 61,867 target shares valued at $37.50 using the 20-day average stock price as of

December 31, 2022.

Target LTI RSU is based on 5,417 shares at $35.69 using the 20-day average stock price as of December 31, 2022 plus

5,323 shares at $36.76 using the 20-day average stock price as of December 31, 2023.

Actual LTI PSU is based on 52,230 shares, which includes the original target shares plus reinvested dividends multiplied by

73.81% performance achievement and valued at $46.58, the Company’s closing share price on February 6, 2026.

Actual LTI RSU is based on 5,948 shares valued at $55.63 plus 5,542 shares valued at $55.63 using the closing stock price as of

January 31, 2025.

84 \ International Paper 2026 Proxy Statement

Compensation Discussion & Analysis / 5/ NEO Compensation

Joseph R. Saab

Senior Vice President, General Counsel and Corporate Secretary

Joe Saab has 25 years of service with the Company. He has served as senior vice president, general

counsel and corporate secretary since 2022. In this role, he oversees the Company’s global legal function,

advises the Board of Directors and executive leadership on legal and governance matters, and supports

the Company’s strategic and operational priorities. In addition to his responsibilities as general counsel,

Mr. Saab served as interim head of human resources during 2025. Prior to his current role, Mr. Saab served

as vice president, deputy general counsel and assistant corporate secretary since September 2019. From

late 2014 through 2019, he served as associate general counsel—Industrial Packaging North America,

Europe, Middle East and Africa. Mr. Saab joined International Paper in February 2001.

2025 Realized Compensation

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

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

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

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

Target LTI PSU is based on 28,800 target shares valued at $37.50 using the 20-day average stock price as of

December 31, 2022.

Target LTI RSU is based on 2,521 shares at $35.69 using the 20-day average stock price as of December 31, 2022 plus

2,811 shares at $36.76 using the 20-day average stock price as of December 31, 2023.

Actual LTI PSU is based on 24,314 shares, which includes the original target shares plus reinvested dividends multiplied by

73.81% performance achievement and valued at $46.58, the Company’s closing share price on February 6, 2026.

Actual LTI RSU is based on 2,768 shares valued at $55.63 plus 2,927 shares valued at $55.63 using the closing stock price as of

January 31, 2025.

www.internationalpaper.com / 85

Compensation Discussion & Analysis / 6/ Other Matters Related to Governance and Compensation

6/ Other Matters Related to

Governance and Compensation

Insider Trading Policy and Procedures

The Company has adopted comprehensive and detailed policies governing the purchase and/or other dispositions

of Company securities by our employees and Board members that we believe are reasonably designed to promote

compliance with insider trading laws, rules, regulations, the New York Stock Exchange and London Stock Exchange

listing standards and the UK Market Abuse Regulation. Our Insider Trading Policy prohibits our employees and directors

and others from trading in securities of International Paper and other companies while in possession of material, non-public

information about the Company. Our Insider Trading Policy also prohibits our employees from disclosing material,

non-public information of International Paper, or another publicly traded company, to others who may trade on the basis

of that information. It is the Company’s policy to comply with the federal securities laws and the applicable exchange listing

requirements in regard to its policies governing purchases and/or other dispositions of its own securities. Additionally, the

Company requires members of our Board of Directors and certain officers of the Company to only transact in International

Paper securities during an open window period. Our Section 16 officers and Board members are required to obtain

approval in advance of transacting in our common stock. Our Insider Trading Policy also strictly prohibits our Section 16

officers and members of our Board of Directors from holding Company securities in a margin account or pledging those

securities as collateral for a loan. Lastly, the Insider Trading Policy prohibits all Company officers (but no other employees)

and members of our Board of Directors from engaging in any of the following short-term or speculative transactions

involving Company securities: short sales; publicly traded options, such as puts, calls or other derivative instruments; and

hedging and monetization transactions, such as zero-cost collars and forward-sale contracts.

The foregoing summary of our Insider Trading Policy does not purport to be complete and is qualified by reference to our

Insider Trading Policy, a copy of which can be found as Exhibit 19 to our Annual Report on Form 10-K for the fiscal year

ended December 31, 2025 filed with the SEC on February 27, 2026. Our Insider Trading Policy is also available on the

Company's website at www.internationalpaper.com under the “Investors” tab and then under the “Governance” link.

Officer Stock Ownership and

Retention Requirements

Company officers are expected to own shares of our common stock with a minimum market value based on a multiple of

base pay. This policy is intended to align our officers’ interests with those of our shareowners and encourage long-term

shareowner value creation by requiring officers to have a significant equity stake in the Company. Our stock ownership

requirements are based on position:

Position	Current Ownership Requirement
Chief Executive Officer	6x base pay
President	5x base pay
Executive Vice President	4x base pay
Senior Vice President	3x base pay
Group Vice President	2x base pay
Vice President	1.5x base pay

86 \ International Paper 2026 Proxy Statement

Compensation Discussion & Analysis / 6/ Other Matters Related to Governance and Compensation

In 2025, the Committee revised the stock ownership guidelines to allow sixty percent (60%) of unvested RSUs to count

toward meeting the ownership requirement. This change was made to better align with market practice and more accurately

reflect ownership adjusting for shares to be withheld for taxes.

The following also count toward meeting the ownership requirement: freely held shares (whether purchased on the open

market or fully earned through a Company plan or program); beneficial shares held indirectly by a trust or family member;

share equivalents held in the Salaried Savings Plan and Deferred Compensation Savings Plan. Unvested PSUs do not

count toward the ownership requirement.

Officers are required to retain 50 percent of net shares paid under any Company long-term incentive plan or program until

satisfying their ownership requirement. Officer stock ownership is reviewed annually and presented to the MDCC to

ensure compliance.

Board Policy on Personal Use of Leased Aircraft

As discussed elsewhere in this CD&A, in December 2025, the Board, upon recommendation of the MDCC, determined

that a bona fide, business-oriented security concern exists with respect to Mr. Silvernail’s personal safety. As a result,

he is required to use leased aircraft for all business and personal travel, unless not feasible. This requirement reflects

the Company’s commitment to ensuring the safety of its chief executive officer and maintaining uninterrupted

business continuity.

In 2025, the Company began participating in shared ownership of aircraft services with a third-party service provider where

the Company uses the aircraft services primarily for business purposes. Although rare, personal use of aircraft services

may be approved for our NEOs on a very limited basis in the event of emergency or other urgent situations.

The Board requires the CEO to use leased aircraft for personal use, unless not feasible, and Company business for

business continuity and efficiency purposes. Pursuant to Board resolutions and a time sharing agreement, Mr. Silvernail is

required to reimburse the Company for the incremental cost of such personal use above $150,000.

For additional details on the aggregate incremental cost to the Company on personal use of Company aircraft by our NEOs,

please see the "All Other Compensation" column of the Summary Compensation Table.

Executive Severance Plan

In 2025, our Board, upon the recommendation of the MDCC, as part of our ongoing review of our executive compensation

and retention programs, approved and adopted the International Paper Company Executive Severance Plan (the

“Severance Plan”). The Severance Plan is designed to provide certain employees of the Company, including our NEOs,

with payments and benefits upon specified terminations of employment. Effective as of February 11, 2025, the Severance

Plan superseded and replaced the 2005 Board Policy on Severance Agreements with Senior Executives.

Under the Severance Plan, in the event of the termination of a participant’s employment other than in connection with a

change in control as a result of a “qualifying termination,” which is a termination of the participant’s employment by the

participant for good reason (as defined in the Severance Plan) or by the Company for any reason other than for cause (as

defined in the Severance Plan), then subject to (i) compliance with the restrictive covenants with the Company to which the

participant is a party, and (ii) execution of a release of claims, the participant will be entitled to receive the following benefits:

•A lump sum cash payment equal to the participant’s total base salary and target bonus paid as soon as administratively

feasible following termination. Mr. Silvernail’s multiple is 2 times the sum of his annual base salary and his target bonus

under the AIP (such combined amount, an executive’s “Total Cash Compensation”), and the multiple for the other NEOs

is 1.5 times their Total Cash Compensation.

•A pro-rata bonus under the AIP is payable to the participant, based upon the number of months during the plan year in

which the participant worked 15 days or more as earned based on the AIP administrative guidelines.

www.internationalpaper.com / 87

Compensation Discussion & Analysis / 6/ Other Matters Related to Governance and Compensation

•Any unvested and outstanding equity awards shall be paid in accordance with the administrative guidelines for the

Company’s incentive compensation programs and, if applicable, the participant’s individual offer letter, employment

agreement, equity award agreement or other similar agreement pursuant to which the participant was granted the

equity awards.

•Continued health and welfare benefits (2 years for Mr. Silvernail and 1.5 years for the other NEOs).

•Outplacement service (with a maximum cash value equal to $75,000 for Mr. Silvernail and $40,000 for the other NEOs).

In the event that the participant’s employment is terminated as a result of a qualifying termination within one year after a

change in control, the participant will be entitled to receive only the payments and benefits set forth in the participant’s

change-in-control agreement.

The foregoing description of the Severance Plan is only a summary of the Severance Plan and is qualified in its entirety by

the Severance Plan document, a copy of which can be found as Exhibit 10.16 to our Annual Report on Form 10-K for the

fiscal year ended December 31, 2025, filed with the SEC on February 27, 2026.

Clawback or Forfeiture of Incentive Awards

Our current and former Section 16 officers are subject to a robust International Paper Company Clawback Policy (the

"Clawback Policy"), adopted by our Board of Directors in 2023. The Clawback Policy is administered by the MDCC and is

compliant with the SEC final rule and NYSE listing standards and supplements clawback provisions under our plan

documents. Under our Dodd-Frank compliant Clawback Policy, both short-term and long-term incentive awards for current

and former executive officers are subject to mandatory clawback. Additional discretionary clawback provisions apply under

our plan documents. Our Clawback Policy requires mandatory clawback of incentive-based compensation received by

current and former executive officers in the event of an accounting restatement regardless of whether the executive officer

was responsible for the causes of the restatement. Under our plan documents, the MDCC has discretion to clawback

compensation if the Company’s financial statements are restated as a result of errors, omission, or fraud. In addition, the

MDCC may, in its discretion, based on the facts and circumstances, require all or a portion of short-term and long-term

awards to be forfeited if a participant engages in conduct that is detrimental to the business interests or reputation of the

Company, including any violation of any Non-Competition and Non-Solicitation Agreement to which such participant is a

party or violation of the Code of Conduct. Additionally, the MDCC may, in its discretion, based on the facts and

circumstances, require an NEO who does not provide one-year’s notice of retirement to forfeit his or her incentive

compensation awards.

The foregoing summary of our Clawback Policy does not purport to be complete and is qualified by reference to our

Clawback Policy, a copy of which can be found as Exhibit 97 to our Annual Report on Form 10-K for the fiscal year ended

December 31, 2025 filed with the SEC on February 27, 2026.

Our Clawback Policy is also available on the Company's website at www.internationalpaper.com under the “Investors” tab

and then under the “Governance” link.

Non-Competition and Non-Solicitation Agreements

The Company maintains Non-Competition and Non-Solicitation Agreements with leaders of the Company, including our

NEOs, to prohibit such leaders from engaging in certain competitive activities and to protect confidential information and

trade secrets from unauthorized use or disclosure. Violation of these agreements may result in clawback or forfeiture of

incentive compensation awards.

Prohibition on Repricing; No Stock Option Grants

The Company has not granted stock options since 2005 and all previously granted stock options expired in 2015. Our

incentive compensation plan provides that stock options, once granted, may not be repriced, directly or indirectly, without

the prior consent of the Company’s shareowners.

88 \ International Paper 2026 Proxy Statement

Compensation Discussion & Analysis / 6/ Other Matters Related to Governance and Compensation

Equity Grant Practices

Equity awards for non-employee members of our Board of Directors are granted following their election or re‑election at

each annual meeting of shareowners, or upon their appointment to the Board. Equity awards to employees are made on an

annual basis according to a pre-established schedule. Annual equity grants under the LTIP are approved at the MDCC’s

December meeting with a grant date of January 1. The December meeting is generally scheduled at least one year in

advance. Awards to new hires or promoted employees are generally made on November 1. For Board-appointed executive

officers, the grant date may be as soon as reasonably practicable following the individual's effective hire date. RSUs

granted under our Recognition Award Program may be granted on the first day of any month by our senior vice president,

chief human resources officer (as delegated within parameters approved by the MDCC). An award to a Board-appointed

executive officer requires approval by the Board (or by the independent members of the Board for the CEO), upon

recommendation from the MDCC.

We do not strategically time long-term incentive awards in coordination with the release of material non-public information

(“MNPI”) and have never had a practice of doing so. We do not currently grant stock options, SARs or any similar awards

with "option-like" features and therefore have not adopted a policy regarding the timing of any such awards in connection

with the disclosure of MNPI of the Company. We have never timed and do not plan to time the release of MNPI for the

purpose of affecting the value of executive compensation.

Our framework for making grants minimizes any concern that grant dates could be selectively chosen based upon the

release of MNPI and market price at any given time.

Our equity award accounting practices comply with US GAAP and is transparently disclosed in our SEC filings.

Deductibility of Executive Compensation

Section 162(m) of the Internal Revenue Code (“Code”) limits the tax deductibility of compensation that is more than

$1 million for certain executive officers of publicly-held companies.

In designing our executive compensation program and determining the compensation of our executive officers, including

our NEOs, the MDCC considers a variety of factors, including the potential impact of the Section 162(m) deduction limit.

The MDCC continues to have the flexibility to approve non-deductible compensation, and has approved, and may in the

future approve, the payment of compensation that is not deductible under Section 162(m) if it believes it is in the best

interests of the Company.

Accounting for Stock-Based Compensation

The accounting treatment of stock-based compensation does not dictate the type, timing, or amount of any particular grant

made to our employees.

www.internationalpaper.com / 89

Executive

Compensation Tables

Summary Compensation Table

The following table presents information regarding our NEOs' compensation including: base salary; stock awards under our

Long-Term Incentive Plan (“LTIP”) and our Recognition Awards program (if applicable); cash awards under our Annual

Incentive Plan (“AIP”) and our CEO Award program (if applicable); and the change in pension value and all other

compensation to our NEOs for the years ended December 31, 2025, 2024, and 2023.

Name and Principal Position	Year	Salary ($)	Bonus ($)(1)	Stock Awards ($)(2)	Non-Equity Incentive Compensation ($)(3)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4)	Severance ($)	All Other Compensation ($)(5)	Total ($)
Andrew K. Silvernail(6) CEO and Chairman of the Board (Principal Executive Officer)	2025	1,000,000	—	12,174,818	1,318,500	—	—	345,006	14,838,324
	2024	666,667	—	17,193,607	1,791,000	—	—	1,081,296	20,732,570
	2023	—	—	—	—	—	—	—	—
Lance T. Loeffler(6) Senior Vice President and Chief Financial Officer (Principal Financial Officer)	2025	637,500	—	6,162,766	560,360	—	—	266,400	7,627,026
	2024	—	—	—	—	—	—	—	—
	2023	—	—	—	—	—	—	—	—
W. Thomas Hamic Executive Vice President and President, PS NA	2025	750,000	—	2,727,170	659,250	177,320	—	191,179	4,504,919
	2024	675,000	—	3,966,737	1,104,460	—	—	75,821	5,822,018
	2023	600,000	—	2,328,651	113,300	213,997	—	86,817	3,342,765
Timothy S. Nicholls Executive Vice President and President, PS EMEA	2025	900,000	—	3,408,962	791,100	—	—	1,205,278	6,305,340
	2024	801,250	—	2,886,532	1,516,080	—	—	138,008	5,341,870
	2023	775,000	—	2,813,803	181,400	—	—	173,253	3,943,456
Joseph R. Saab(6) Senior Vice President, General Counsel and Corporate Secretary	2025	650,000	—	1,947,997	527,400	81,047	—	130,698	3,337,142
	2024	—	—	—	—	—	—	—	—
	2023	541,667	—	1,953,910	90,600	101,166	—	71,045	2,758,388
Joy N. Roman(6) Former Senior Vice President, Chief People and Strategy Officer	2025	259,423	500,000	3,199,295	216,667	—	1,635,000	206,167	6,016,552
	2024	—	—	—	—	—	—	—	—
	2023	—	—	—	—	—	—	—	—

(1)Ms. Roman received a one-time inducement award upon hire to replace a forfeited change-in-control payment due from her previous employer.

(2)The amounts reported in this column reflect the aggregate grant date fair value of stock awards under our LTIP and Recognition Award programs granted

to the NEO during each year, computed in accordance with Financial Accounting Standards Board, Accounting Standards Codification Topic 718. A

discussion of the assumptions used in calculating these values for the 2025 fiscal year may be found in Note 20 to our audited financial statements

beginning on page 110 of our 2025 Report on Form 10-K, which was filed with the Securities and Exchange Commission on February 27, 2026. The value

shown for 2025 includes the aggregate grant date fair value of each NEOs 2025-2027 LTIP award, which is made up of 100% PSUs. If the highest level of

performance is achieved, the maximum value of these PSUs are as follows:

A.K. Silvernail	Lance T. Loeffler	W. Thomas Hamic	Timothy S. Nicholls	Joseph R. Saab	Joy N. Roman
$24,349,635	$8,925,536	$5,454,339	$6,817,924	$3,895,995	$3,038,551

(3)Represents the amount earned under the AIP based on Company and individual performance during the year shown, which is paid in February of the

following year.

90 \ International Paper 2026 Proxy Statement

Executive Compensation Tables / Summary Compensation Table

(4)Amounts shown in this column represent the change in accruals under our Retirement Plan, Pension Restoration Plan, and SERP as shown in the

“Pension Benefits in 2025” table set forth on page 95 below. 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 prior year. Changes in value arise from the decrease in the discount

period and the impact of a change in the discount rate from the prior year’s measurement, and changes in mortality rate assumptions. The discount rate

used is the same rate used by the Company for financial statement disclosure at fiscal year end. This rate is based on economic conditions at year end.

The NEOs do not receive preferential or above-market earnings on nonqualified deferred compensation. Accordingly, there is no amount included in

this column for this type of earnings credit. The actual change in pension value for those NEOs entitled to a pension, whose benefit decreased, is as

follows: Mr. Nicholls $289,373 decrease.

(5)A breakdown of the “All Other Compensation” amounts for 2025 is shown in the following table:

Name	Retirement Savings Account Contributions ($)(a)	Company Matching Contribution ($)(b)	Group Life Insurance ($)(c)	ESIP ($)(d)	Leased Aircraft ($)(e)		Company Matching Gift ($)(f)	Relocation ($)(g)	Amount Related to Overseas Assignment ($)(h)	Tax Return Preparation ($)(i)	Wellness Incentive ($)(j)	Total ($)
A.K. Silvernail	140,383	48,000	3,564	—	150,000		—	3,059	—	—	—	345,006
L.T. Loeffler	25,500	18,240	2,272	—	—		—	220,368	—	—	20	266,400
W.T. Hamic	111,271	72,141	3,564	—	1,951	(i)	2,252	—	—	—	—	191,179
T.S. Nicholls	144,965	116,004	4,277	50,847	1,041	(i)	8,400	403,654	461,090	15,000	—	1,205,278
J.R. Saab	92,730	33,120	3,089	—	1,099	(i)	660	—	—	—	—	130,698
J.N. Roman	—	—	847	—	1,602	(ii)	—	203,718	—	—	—	206,167

(a)Represents the RSAc made by the Company to the NEO's accounts in the Salaried Savings Plan and Deferred Compensation Savings Plan, as

shown in the “Nonqualified 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. Messrs. Hamic, Nicholls and Saab received RSAc in an amount equal to 6% of their eligible

compensation; Mr. Loeffler; Mr. Silvernail received RSAc in an amount equal to 5% of his eligible compensation through November and 6% for the

remainder of the year.

(b)Represents the Company match to the NEO's contribution to the Salaried Savings Plan, Retiree Medical Savings Program and Deferred

Compensation Savings Plan, as shown in the “Nonqualified Deferred Compensation Plan” table.

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

(d)Represents the amount paid by the Company for the NEO's executive supplemental life insurance program (“ESIP”). Mr. Nicholls is the only NEO

who receives this benefit.

(e)Represents the aggregate incremental cost to the Company of Mr. Silvernail's personal travel on leased aircraft. Pursuant to Board resolutions and

his Time Sharing Agreement, Mr. Silvernail is required to reimburse the Company for the incremental cost of personal use of the aircraft above

$150,000. For 2025, the amounts reimbursable for Mr. Silvernail is $47,528. We calculate the incremental cost of personal use of the Company

aircraft based upon the per mile variable cost of operating the aircraft multiplied by the number of miles flown for personal travel. The variable

operating costs include fuel, maintenance, airway fees, user fees, communication, crew expenses, supplies and catering. We impute as income the

value of personal use of the aircraft in accordance with IRS regulations, minus any amounts reimbursed during the calendar year. Mr. Silvernail

receives no tax gross-up on his imputed income.

(i)Represents income imputed to Messrs. Hamic, Nicholls and Saab for personal use of the leased aircraft. If space is available on a leased aircraft

during a business trip, employee and non-employee passengers may travel on the leased aircraft with the advance approval of the CEO, the

Company's general counsel or the Company's chief human resources officer. The Company will impute income to the employee as required by

IRS rules.

(ii)Represents income imputed to Ms. Roman for personal use of the leased aircraft. The MDCC has discretion to approve personal use of the

leased aircraft in limited circumstances.

(f)Represents the Company’s match of each NEO’s donations to the United Way of America (60-percent match) and the International Paper Company

Employee Relief Fund (100-percent match) as part of Company-wide campaigns.

(g)Represents the amount the Company paid for expenses associated with relocation:

	Lump Sum(i) ($)	Miscellaneous Allowance(ii) ($)	Home Sale and Purchasing Cost ($)	Temporary Housing Costs ($)	Household Goods (includes auto shipments) ($)	Tax Preparation Fee ($)	Gross Up Assistance ($)	Total ($)
A.K. Silvernail	—	—	—	—	1,855	728	476	3,059
L.T. Loeffler	9,800	10,000	75,913	24,566	42,088	—	58,001	220,368
T.S. Nicholls(iii)	1,500	—	—	371,113	11,850	—	19,191	403,654
J.N. Roman	9,918	10,000	2,661	42,162	74,576	—	64,401	203,718

(i)The lump sum allowance is based on the geographical zone, destination work location, distance of the move, and homeowner/renter and marital,

domestic partner status.

(ii)The miscellaneous allowance is based on 1.5 months salary to a maximum of $10,000 and is intended to help defray expenses incurred that are

not specifically covered such as driver's license and vehicle registration, utility and cable television installation, removal or reinstallation of

draperies and carpeting and house cleaning services.

(iii)Relocation assistance provided to Mr. Nicholls under the Company's relocation practices in connection with his international assignment related

to his role as executive vice president and president, EMEA.

(h)Represents standard amounts paid under our Global Mobility Policy for expatriates. As a U.S. citizen, Mr. Nicholls participated in the program in

connection with his international assignment related to his new role as executive vice president and president, EMEA.

(i)Represents reimbursement of fees for the preparation of individual income tax returns in connection with Mr. Nicholls' expatriate assignment and

related service on the board of directors of foreign subsidiaries.

(j)Represents imputed income for wellness incentive.

(6)Compensation Information for Messrs. Silvernail and Loeffler, and Ms. Roman are only shown for the time they were employed by the Company.

Compensation information for Mr. Saab is not provided for 2024 because he was not an NEO in 2024. Mr. Saab's salary reflects a 10% pay increase

effective March 1, 2025 with 10 months of at $660,000 and two months of pay at $600,000.

www.internationalpaper.com / 91

Executive Compensation Tables / Grants of Plan-Based Awards During 2025

Grants of Plan-Based Awards During 2025

The table below shows payout ranges for our NEOs under the 2025 AIP and 2025-2027 LTIP, as described in our CD&A.

There were no other plan-based cash or equity awards granted to our NEOs in 2025.

Name	Committee Action Date(1)	Grant Date	Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(2)			Estimated Future Payouts Under Equity Incentive Plan Awards(3)			Number of Shares of Stock or Units (#)(4)	Grant Date Fair Value of Stock and Option Awards ($)(5)	Total Grant Date Fair Value of Stock and Option Awards ($)
			Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)
A.K. Silvernail
AIP	12/9/2024	1/1/2025	75,000	1,500,000	3,000,000
LTIP PSUs	12/9/2024	1/1/2025				46,040	184,160	368,320		12,174,818
											12,174,818
L.T. Loeffler
AIP	2/25/2025	1/1/2025	42,500	850,000	1,700,000
2025 Inducement RSUs(6)	2/25/2025	4/1/2025							31,865	1,699,998
LTIP PSUs	2/25/2025	4/1/2025				12,422	49,688	99,376		3,593,436
LTIP PSUs(7)	8/4/2025	8/5/2025				3,979	15,916	31,832		869,332
											6,162,766
W.T. Hamic
AIP	12/9/2024	1/1/2025	37,500	750,000	1,500,000
LTIP PSUs	12/9/2024	1/1/2025				10,313	41,252	82,504		2,727,170
											2,727,170
T.S. Nicholls
AIP	12/9/2024	1/1/2025	45,000	900,000	1,800,000
LTIP PSUs	12/9/2024	1/1/2025				12,891	51,565	103,130		3,408,962
											3,408,962
J.R. Saab
AIP	12/9/2024	1/1/2025	30,000	600,000	1,200,000
LTIP PSUs	12/9/2024	1/1/2025				7,367	29,466	58,932		1,947,997
											1,947,997
J.N. Roman
AIP	1/6/2025	3/1/2025	26,000	520,000	1,040,000
2025 Inducement RSUs(6)	1/6/2025	3/1/2025							29,814	1,680,019
LTIP PSUs	1/6/2025	3/1/2025				4,985	19,938	39,876		1,519,276
											3,199,295

(1)The 2025-2027 LTIP grant was approved by the MDCC, for all NEOs, on December 9, 2024, except for Mr. Silvernail (approved on December 10, 2024),

effective January 1, 2025.

(2)Represents the 2025 projected award under the AIP based on the Company’s internal plan at the start of the fiscal year. The amounts reported in the

“Threshold,” “Target” and “Maximum” columns reflect estimated future payouts under the AIP. The actual payments, earned by each NEO in fiscal year

2025 and paid in fiscal year 2026, are shown in the Summary Compensation Table in the Non-Equity Incentive Plan Compensation column. See

Section 4, “Elements of Our Executive Compensation Program-Short-Term Incentive” above for a description of the AIP.

(3)Represents PSUs granted under the LTIP. The amounts reported in the “Threshold,” “Target” and “Maximum” columns reflect estimated future payouts

under the LTIP. PSUs are earned over a three-year period based on the achievement of pre-established performance goals. PSUs fully vest in February

following the three-year performance period subject to certain forfeiture events. The number of shares of common stock received on settlement is

increased by dividend equivalents accrued during the performance period. See Section 4, “Elements of Our Compensation Program-Long-Term

Incentive Plan.”

(4)Represents RSUs granted under the LTIP. RSUs are considered issued and outstanding as of December 31, 2025. RSUs vest ratably over three years on

February 1 of each year subject to certain forfeiture events. The number of shares of common stock received on settlement is increased by dividend

equivalents accrued during the vesting period. See Section 4, “Elements of Our Compensation Program-Long-Term Incentive Plan.”

(5)Reflects the grant date fair value of the LTIP awards computed in accordance with FASB ASC Topic 718 based on the probable satisfaction of the

performance conditions as of December 31, 2025, for such awards (i.e., 100 percent of target), as explained in further detail in the narrative following this

table. The number of shares of common stock received on settlement will be increased by dividend equivalents accrued during the performance or vesting

period. The fair value is determined using the closing price of the Company's common stock at the grant date. The assumptions used in calculating the

grant date fair value can be found at Note 19 to our audited financial statements in the Company’s Annual Report on Form 10-K for the year ended

December 31, 2025. For awards subject to performance conditions, the values shown are based upon the probable outcome of such conditions as of the

grant date.

92 \ International Paper 2026 Proxy Statement

Executive Compensation Tables / Grants of Plan-Based Awards During 2025

(6)In connection with their respective appointments, the MDCC approved inducement awards for Mr. Loeffler and Ms. Roman . Mr. Loeffler received

31,865 RSUs, with a grant date fair market value of $1,699,998, which vests ratably in one-third installments on April 1 of 2026, 2027, and 2028.

Ms. Roman received 29,814 RSUs on March 1, 2025, with a grant date fair market value of $1,680,019. Ms. Roman received a full payout of 30,113

shares at $46.83 of her 2025 inducement award upon her separation from the Company on June 30, 2025, based on the terms and conditions of

the award.

(7) Awarded a 2025 annual LTIP grant valued at $3,593,436 on April 1, 2025, delivered entirely in PSUs (49,688 shares at target) with the same performance

goals as other NEOs. Awarded a 2025 top-off LTIP grant valued at $869,332 on August 5, 2025, delivered entirely in PSUs (15,916 shares at target) as an

adjustment to change an administrative methodology calculation (not as a second grant).

Narrative to the Grants of Plan-Based Awards Table

Estimated Future Payouts under Non-Equity Incentive Plan Awards

These columns show the threshold, target and maximum payouts under the 2025 AIP. The actual amount paid is shown in

the Summary Compensation Table.

The amount shown in the “Threshold” column is the possible payout for each NEO based on threshold Company

performance achievement of 50 percent of target. The threshold is the minimum performance level required to earn a

payment under any of the following performance metrics: Revenue, Cash Conversion Cycle, and Adjusted EBITDA. For

example, since Cash Conversion Cycle is weighted at 20 percent, a threshold payout would result in weighted performance

achievement of 10 percent (or 50 percent of 20 percent). Minimum performance in at least one objective is required to fund

an AIP award pool.

The amount shown in the “Maximum” column is the possible payout for each NEO based on maximum Company

performance achievement of 200 percent of target.

See page 68 for non-GAAP financial measure definitions and Appendix A for a reconciliation of Adjusted EBITDA to the

most directly comparable GAAP measure.

Estimated Future Payouts under Equity Incentive Plan Awards

These columns show the threshold, target and maximum payouts under the 2025-2027 LTIP.

The amount shown in the “Threshold” column is the number of shares each NEO would receive if the Company achieved

only the minimum performance level required for a threshold payout of 25 percent.

The amount shown in the “Maximum” column is the possible number of shares each NEO would receive based on

maximum Company performance of 200 percent.

Grant Date Fair Value of Stock Awards

The amounts shown in this column reflect the grant date fair value of the awards granted to each NEO under the

2025-2027 LTIP computed in accordance with FASB ASC Topic 718 based on the probable outcome of the performance

conditions at January 1, 2025, for such awards (i.e., 100 percent of target). For the Adjusted ROIC component of the

awards, the grant date fair value is based on the closing price of our common stock on the trading day immediately

preceding the grant date. Valuing relative TSR is complicated because the value must take into account the probable

payout of the 2025-2027 LTIP based on our expected future performance relative to the other companies in our TSR

Peer Group. The market value of the TSR component is based on a Monte Carlo simulation as prescribed by FASB ASC

Topic 718.

The amount ultimately paid to LTIP participants may or may not be the same amount as the value shown in the table.

Instead, the ultimate number of shares paid to our LTIP participants will vary based on the performance of the Company

relative to performance of the other companies in our TSR Peer Group. In addition, the value of the LTIP award received by

each participant is based on the fair value of the Company’s stock as of the effective date of the payment.

www.internationalpaper.com / 93

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

Outstanding Equity Awards at December 31, 2025

The following table shows the outstanding equity awards held by our NEOs as of December 31, 2025.

	Stock Awards
Name	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(1)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2)
A.K. Silvernail
2024 LTIP PSUs(3)	375,781	14,802,014
2024 Inducement PSUs(4)	257,994	10,162,384
2025 LTIP PSUs(5)	191,828	7,556,105
L.T. Loeffler
2025 Inducement RSUs(6)	32,899	1,295,892
2025 LTIP PSUs(5)	67,569	2,661,543
W.T. Hamic
2023 LTIP RSUs(7)	5,128	201,992
2023 LTIP PSUs(7)	58,563	2,306,797
2024 LTIP RSUs(8)	10,425	410,641
2024 LTIP PSUs(8)	59,778	2,354,655
2024 Recognition Award RSUs(9)	31,802	1,252,681
2025 LTIP PSUs(5)	42,970	1,692,588
T.S. Nicholls
2023 LTIP RSUs(7)	6,196	244,060
2023 LTIP PSUs(7)	70,764	2,787,394
2024 LTIP RSUs(8)	11,546	454,797
2024 LTIP PSUs(8)	66,207	2,607,894
2025 LTIP PSUs(5)	53,712	2,115,716
J.R. Saab
2023 LTIP RSUs(7)	2,886	113,680
2023 LTIP PSUs(7)	32,941	1,297,546
2024 LTIP RSUs(8)	6,098	240,200
2024 LTIP PSUs(8)	34,964	1,603,253
2025 LTIP PSUs(5)	30,693	1,208,997
J.N. Roman
2025 LTIP PSUs(5), (10)	3,431	135,147

(1)Represents the number of outstanding PSUs and RSUs, including dividend equivalents credited as of December 31, 2025.

(2)The market value is calculated based on the closing price of our common stock on December 31, 2025, of $39.39.

(3)The amounts in this row reflect PSUs granted to Mr. Silvernail on May 1, 2024, under our 2024 LTIP. The performance period is January 1, 2024,

through December 31, 2026. The number of units reflected in the chart above for the units awarded under the 2025-2027 LTIP assumes vesting at

the 100% performance level.

(4)The amounts shown in this row reflects Mr. Silvernail's 2024 Inducement PSU Award, a 100% performance-based inducement award granted on

May 1, 2024, that is earned for the achievement of rigorous stock price hurdles and continued service over a three-year performance/vesting period,

with accelerated vesting in certain circumstances including following an involuntary termination for reasons other than for cause. The number of units

reflected in the chart above for the units awarded under the 2024 Inducement PSU Award assumes vesting at the 100% performance level.

(5)The amounts shown in these rows reflect PSUs granted on January 1, 2025, under the 2025-2027 LTIP for all NEOs except Mr. Loeffler and Ms. Roman.

Mr. Loeffler received his 2025 LTIP on April 1, 2025 and August 5, 2025 (to correct an administrative error). Ms. Roman received her 2025 LTIP on

March 1, 2025.

(6)The amounts shown in this row reflects Mr. Loeffler's 2025 Inducement RSU Award, a one-time award granted on April 1, 2025 that vests ratably in

one-third installments on April 1 of 2026, 2027 and 2028.

(7)The amounts shown in these rows reflect RSUs and PSUs granted on January 1, 2023, under the 2023 LTIP.

(8)The amounts shown in these rows reflect RSUs and PSUs granted on January 1, 2024, under the 2024 LTIP.

(9)The amount shown in this row reflects Mr. Hamic's 2024 Recognition RSU Award granted on June 14, 2024, that vest on April 1, 2026, subject to

continued employment through the vesting date, with accelerated vesting in certain circumstances including following an involuntary termination for

reasons other than for cause.

(10)Ms. Roman will receive a prorated portion of her 100% performance-based PSUs 2025 LTIP award when it vests in February 2028.

94 \ International Paper 2026 Proxy Statement

Executive Compensation Tables / Stock Vested in 2025

Stock Vested in 2025

The following table shows the value received upon the vesting in 2025 of PSUs and RSUs previously awarded under our

Performance Share Plan ("PSP"), LTIP, and Recognition Award Program, if any, as described in our CD&A.

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

(1)Amounts shown represent shares (including shares acquired in respect of reinvested dividend equivalents) under the 2023 LTIP RSU awards that vested

on February 1, 2025, and LTIP awards that vested on February 9, 2025.

(2)Amounts shown represent the value of the vested shares based on our closing stock price on the date immediately preceding the vesting date of the

award: $52.92 for each RSU share and $53.34 for each PSP share.

Pension Benefits in 2025

The following table shows the present value of benefits payable to our NEOs under our Retirement Plan, Pension

Restoration Plan, or SERP at December 31, 2024, and December 31, 2025. The change in the present value of the

accrued benefit is shown in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of

the Summary Compensation Table for 2025.

Messrs. Hamic, Nicholls and Saab are eligible for benefits calculated under the Retirement Plan formula and the Pension

Restoration Plan formula. Only Mr. Nicholls is eligible for a benefit calculated under the SERP formula. Our SERP complies

with IRC Section 409A of the Code with the portion of the benefit earned prior to SERP eligibility paid under the Pension

Restoration Plan, and the portion earned following SERP eligibility paid from the SERP. The SERP closed to new

participants on January 1, 2012.

www.internationalpaper.com / 95

Executive Compensation Tables / Pension Benefits in 2025

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

(1)The calculation of the present value of accumulated benefits as of December 31, 2024, assumes a discount rate of 5.68 percent for annuity payments and

deferral periods. Lump sum payment calculations are based on the lower of the December 2024 municipal bond rate of 3.14 percent, or the locked-in rate

elected by the NEO, if applicable. The calculation further assumes benefit commencement at the earliest age at which the NEO would be entitled to an

unreduced benefit (the earlier of age 61 and completion of 20 years of service or age 62 and completion of 10 years of service). For individuals eligible for

an unreduced benefit, we use their age as of the end of the fiscal year.

(2)The calculation of the present value of accumulated benefits as of December 31, 2025, assumes a discount rate of 5.53 percent for annuities and deferral

periods. Lump sum payment calculations are based on the lower of the December 2025 average municipal bond rate of 2.96 percent, or the locked-in rate

elected by the NEO, if applicable. The assumptions regarding the benefit commencement date are the same as described in footnote (1).

Narrative to Pension Benefits Table

Retirement Plan of International Paper Company

Our Retirement Plan is a funded, tax-qualified plan that covers all U.S. salaried employees hired prior to July 1, 2004. U.S.

employees hired on or after July 1, 2004, are eligible for a Company-paid Retirement Savings Account contribution to our

Salaried Savings Plan and Deferred Compensation Savings Plan in lieu of participation in the Retirement Plan. Messrs.

Hamic, Nicholls and Saab were hired prior to July 1, 2004, and participate in the Retirement Plan.

We calculate the benefit under the Retirement Plan at the rate of 1.67% of the participant’s average pensionable earnings

received over the highest five consecutive calendar years of the last 10 calendar years, multiplied by his or her years of

service, then reduced by a portion of Social Security benefits. We include as pensionable earnings the participant’s base

salary plus AIP awards that were not deferred, up to the maximum limit set by the IRS. Effective December 31, 2018,

credited service and compensation under the Retirement Plan were frozen for all salaried employees, including the eligible

NEOs. Beginning January 1, 2019, Messrs. Hamic, Nicholls and Saab, along with all other pension-eligible employees,

began receiving Retirement Savings Account contributions to the Salaried Savings Plan and Deferred Compensation

Savings Plan.

96 \ International Paper 2026 Proxy Statement

Executive Compensation Tables / Pension Benefits in 2025

International Paper Company Pension Restoration Plan for

Salaried Employees

Our supplemental retirement plan for our salaried employees is an unfunded, nonqualified plan that covers all U.S. salaried

employees hired prior to July 1, 2004. This plan augments our Retirement Plan by providing retirement benefits based on

compensation that is greater than the limits set by the IRS. We include as eligible compensation under this plan the

participant’s base salary plus AIP awards, including amounts deferred. Messrs. Hamic, Nicholls and Saab were hired prior

to July 1, 2004, and thus are eligible to participate in the Pension Restoration Plan.

We calculate the benefit under the Pension Restoration Plan in the same manner as the Retirement Plan and then reduce

the benefit by the amount payable under the Retirement Plan. Effective December 31, 2018, credited service and

compensation under the Restoration Plan were frozen for all salaried employees, including the NEOs.

The International Paper Company Unfunded Supplemental Retirement Plan for

Senior Managers

Our SERP is an alternative retirement plan available to certain senior executives. The SERP closed to new participants

effective January 1, 2012. Mr. Nicholls is the only NEO eligible for the SERP in 2025. SERP benefits vest once the

participant reaches age 55 and has completed five years of service. The standard form of payment is a lump sum. We

calculate benefits under the SERP at the same rate as our Retirement Plan and Pension Restoration Plan. Participants are

eligible to receive a lump sum payment of the benefit earned for service after becoming eligible in the SERP; the benefit

earned prior to SERP eligibility remains payable as an annuity. Benefits are payable under the SERP on the later of the

participant’s retirement date or the six months following separation from service. We define “retirement date” as the date the

participant reaches the earlier of age 55 with 10 years of service or age 65 with five years of service. Effective

December 31, 2018, credited service and compensation under the SERP were frozen for the remaining participants.

A participant who has selected an anticipated retirement date at least 12 months in advance has the right to lock in a

discount rate used to determine the amount of the lump sum payment based on the average for the month in which they

choose to lock in. Mr. Nicholls has a locked in discount rate under this provision. Mr. Nicholls in 2024, upon request of the

Board, agreed to defer his anticipated retirement date elected under the SERP.

Agreements to Include Additional Years of Service in Retirement

Benefit Calculation

Our change in control agreements ("CIC agreements"), as described in greater detail later in this proxy statement, provide

additional years of age and service to be added to the calculation of retirement benefits in the event of a qualifying

termination of each NEO’s employment following a change in control. The CIC agreement for Mr. Silvernail provides

2.99 additional years of age and service. The legacy CIC agreement for Mr. Nicholls provides three additional years of age

and service. The CIC agreements for Messrs. Loeffler, Hamic and Saab provide two additional years of age and service.

As of June 30, 2025, Ms. Roman was not an employee of the Company and therefore her former CIC agreement is no

longer applicable.

Eligibility for Early Retirement Benefits

Normal retirement under our Retirement Plan and Pension Restoration Plan is age 65.

Participants, including the NEOs, are eligible for early retirement under the Retirement Plan, the Pension Restoration Plan

and the SERP at age 55 with 10 years of service. However, a participant’s accrued benefit is reduced by 4% for each year if

the participant retires before reaching age 62. Eligible active employees may receive an unreduced benefit once they reach

age 61 and have completed at least 20 years of service. Benefits for NEOs eligible for early retirement would be reduced

based on age and years of service as of their commencement date.

www.internationalpaper.com / 97

Executive Compensation Tables / Nonqualified Deferred Compensation in 2025

Nonqualified Deferred Compensation in 2025

The following table shows contributions in 2025 by the Company and each of our NEOs to the DCSP, which is our

nonqualified deferred compensation plan, and each NEO’s DCSP account balance as of December 31, 2025.

Name	Executive Contributions in Last Fiscal Year ($)(1)	Registrant Contributions in Last Fiscal Year ($)(2)	Aggregate Earnings in Last Fiscal Year ($)(3)	Aggregate Withdrawals/ Distributions in Last Fiscal Year ($)	Aggregate Balance at Last Fiscal Year End ($)(4)
A.K. Silvernail	762,838	165,961	79,393	—	1,024,102
L.T. Loeffler	—	11,500	145	—	11,645
W.T. Hamic	332,853	153,652	(76,442)	—	1,447,033
T.S. Nicholls	177,139	221,248	(382,788)	—	3,343,428
J.R. Saab	82,500	98,130	(125,556)	—	492,095
J.N. Roman	—	—	—	—	—

(1)These amounts are included in the “Salary” column of the Summary Compensation Table for each NEO.

(2)These amounts are included in the “All Other Compensation” column of the Summary Compensation Table for each NEO.

(3)These amounts are not included in the Summary Compensation Table because they are not “preferential or above-market earnings.”

(4)Of the amounts shown in this column, the following amounts were included in the “Salary” column of the Summary Compensation Table for prior years as

follows: Mr. Hamic ($193,003 for 2022-2024); Mr. Nicholls ($987,985 for 2010-2024); and Mr. Saab ($26,835 for 2023).

Narrative to Nonqualified Deferred Compensation Table

The Deferred Compensation Savings Plan allows participants to save for retirement by deferring up to 85% of eligible cash

compensation, which includes base salary and AIP awards. Participants may contribute to the DCSP after deferring either

the maximum pre-tax and/or Roth amount or the limit for total contributions to the 401(k) plan, or after reaching the IRS

compensation limit for that year. The Company credits matching contributions equal to 70% of the participant’s contributions

up to 4% of compensation, plus 50% of contributions up to an additional 4% of compensation. The Company also credits

Retirement Savings Account contributions (“RSAc”) to each NEO’s account. These contributions are equal to a percentage

of eligible compensation based on the NEO’s age at the date the contribution is made. Messrs. Hamic, Nicholls and Saab

received RSAc in an amount equal to 6% of their eligible compensation; Mr. Loeffler received RSAc in an amount equal to

4% of his eligible compensation; Mr. Silvernail received RSAc in an amount equal to 5% of his eligible compensation

through November and 6% for the remainder of the year.

For 2025, NEO contribution amounts were as follows: Mr. Silvernail contributed 85% of all eligible compensation, Mr. Hamic

contributed 3% of his base salary and 30% of his AIP award, Mr. Nicholls contributed 10% of his base salary and 8% of his

AIP award, Mr. Saab contributed 15% of his base salary. Mr. Loeffler will become eligible to contribute in 2026. As a result

of the varying contribution amounts, the actual amounts deferred and the Company's resulting matching contribution will

vary for each NEO. Ms. Roman was not eligible to participate in the DCSP.

Participant contributions are credited with earnings (or losses) based on the participant’s choice of investment fund

equivalents. Investment fund equivalents match the investment returns of the funds available in the 401(k) plan. Investment

elections may be changed daily subject to securities laws restrictions. Differences in earnings reported in the “Nonqualified

Deferred Compensation” table above are based on the individual participant’s investment elections.

Participants are fully vested in their contributions at all times. Amounts contributed by the Company become vested upon

completing three years of service, reaching age 65, death, disability, termination of employment as a result of the

permanent closing of the participant’s facility, or eligibility for severance under the Salaried Employee Severance Plan.

98 \ International Paper 2026 Proxy Statement

Executive Compensation Tables / Post-Employment Termination Benefits

Participant accounts are divided into contribution accounts for amounts deferred prior to January 1, 2005, and contribution

accounts for amounts deferred after January 1, 2005. Distributions of amounts contributed on or after January 1, 2005, may

only be made in the event of termination of employment, death, disability or through an in-service distribution at a date

elected during the initial enrollment period. Participants must elect their distribution form of payment in an initial deferral

election, which may only be changed under a subsequent distribution election that meets the requirements under IRC

Section 409A. In the event no election has been made, the participant will receive a lump-sum form of payment. In-service

withdrawals are limited to unforeseeable emergencies.

7/ Post-Employment Termination

Benefits

The disclosure below sets forth potential payments and/or benefits that would be provided to our NEOs (other than

Ms. Roman, who separated from the Company effective June 30, 2025) in various employment termination scenarios

assuming that the termination of such NEO occurred on December 31, 2025. The actual payments made to Ms. Roman at

her separation effective June 30, 2025, are shown on page 99.

Potential Payments Upon Death or Disability

The Company provides our NEOs the following benefits in the event of death or disability, which are also available to all of

our U.S. salaried employees. Upon reaching age 65, a disabled individual is covered under our retirement programs, if

eligible, as described above. We provide the following disability benefits:

•Long-term disability income benefit equal to 60 percent of base salary plus the employee’s average AIP during the last

three calendar years; and

•Continuation of medical and life insurance coverage.

The Company provides the same benefits to the beneficiary of an NEO upon death as are available to our U.S. salaried

employees, with two additional benefits, which presently apply only to Mr. Nicholls:

•Executive supplemental life insurance, which is described earlier in Section 4 under "Perquisites" of this CD&A. This

benefit was closed to new participants effective January 1, 2008.

•Unfunded Supplemental Retirement Plan for Senior Managers, which is described earlier in the "Narrative to Pension

Benefits Table" of this CD&A. Upon death, an amount equal to 50% of the NEOs' SERP benefit is payable to the

surviving spouse.

In the event of disability or death, performance-based LTIP awards are prorated based upon the number of months the

participant worked during the performance period, and are paid at the end of the three-year performance period based on

actual Company performance. Time-based restricted stock unit awards fully vest upon death or disability.

www.internationalpaper.com / 99

Executive Compensation Tables / Post-Employment Termination Benefits

Potential Payments Upon Retirement

The following table presents the potential payments to our NEOs (other than Ms. Roman who separated from the Company

effective June 30, 2025), assuming a retirement date of December 31, 2025.

Name	Retirement Plan Annuity ($)	Pension Restoration Plan Annuity ($)	Total Annuity ($)(1)	Lump Sum Pension Payment ($)(2)	Vesting of Equity ($)(3)
A.K. Silvernail	—	—	—	—	18,027,335
L.T. Loeffler	—	—	—	—	983,459
W.T. Hamic	92,602	107,905	200,507	—	4,930,271
T.S. Nicholls	109,444	54,691	164,135	8,398,072	4,481,814
J.R. Saab	58,675	30,323	88,998	—	2,295,381

(1)Amounts shown in this column are the annual annuity benefits payable from the tax-qualified Retirement Plan and nonqualified Pension Restoration Plan

as of December 31, 2025. Messrs. Nicholls, Hamic and Saab are immediately eligible to commence under the plans. Mr. Silvernail and Mr. Loeffler are not

eligible for a benefit under the plans.

(2)Lump sum payment calculations are based on the lower of the December 2025 municipal bond rate of 2.96% percent or the locked-in rate elected by the

NEO, if applicable. Additional information regarding the calculation of benefits may be found following the “Pension Benefits” table.

(3)Amounts shown in this column reflect the dollar value, based on the closing price of our common stock on December 31, 2025, of the 2023-2025 LTIP,

and prorated portions of the 2024-2026 and 2025-2027 LTIP, including reinvested dividends, that would be paid at the end of the performance period. The

2024 Recognition Award and inducement awards (applies to Messrs. Silvernail, Loeffler and Hamic) are not prorated as they allow for accelerated vesting.

Potential Payments Upon Involuntary Termination Without Cause

The following table represents all amounts that would be payable to our NEOs, (other than Ms. Roman, who separated from

the Company effective June 30, 2025), in the event of involuntary termination without cause, including earned pension

amounts not payable as a result of the termination, assuming a termination date of December 31, 2025.

Name	Years of Credited Service (#)	Lump Sum Severance Payment ($)(1)	Lump Sum Pension Payment ($)(2)	Total Benefit at Termination ($)(3)	Vesting of Equity ($)(4)	Value of Continued Benefits ($)(5)	Total Pension Annuity ($)(6)
A.K. Silvernail	2	6,518,500	—	6,518,500	18,027,335	97,381	—
L.T. Loeffler	1	2,961,610	—	2,961,610	983,459	62,381	—
W.T. Hamic	28	3,091,558	—	3,091,558	4,930,271	62,381	200,507
T.S. Nicholls	35	3,709,869	8,398,072	12,107,941	4,481,814	62,381	164,135
J.R. Saab	25	2,565,138	—	2,565,138	2,295,381	62,381	88,998
J.N. Roman(7)	1	1,883,589	—	1,883,589	1,410,181	62,381	—

(1)Reflect estimated amounts under the Executive Severance Plan, which is a lump sum cash payment that is a multiple of the sum of the participant's total

base salary and target bonus. Mr. Silvernail's multiple is 2 times the sum of his annual base salary and his target bonus under the AIP. The multiple for the

remaining NEOs is 1.5 times their total cash compensation. For all NEOs, amounts shown also include the following benefits to which the NEO would be

entitled: (i) unused current year vacation pay and (ii) 2025 earned vacation pay. We do not gross-up severance benefits.

(2)Reflects the lump sum benefit payable under the SERP. See footnote 2 in the above table for the calculation methodology.

(3)Amounts shown in this column reflect the sum of the amounts in the previous two columns payable to each NEO upon termination.

(4)Amounts shown in this column reflect the dollar value, based on the closing price of our common stock on December 31, 2025, of the prorated portions

of the 2024-2026 LTIP PSUs and RSUs and 2025-2027 LTIP PSUs and RSUs including reinvested dividends, which would be paid at the end of the

performance period. The 2024 Recognition Award granted to Mr. Hamic and the 2024 Inducement PSU Award and 2025 Inducement RSU Award granted

to Messrs. Silvernail and Loeffler, respectively, were not prorated as vesting is accelerated in certain circumstances including following an involuntary

termination for reasons other than for cause. In addition, the NEOs, except for Messrs. Silvernail and Loeffler, received the 2023-2025 LTIP award, which

had a performance period ending on December 31, 2025. Ms. Roman's Inducement Grant of 30,113 RSUs was valued and paid on June 30, 2025 at

$46.83 per share.

(5)Reflects the cost of continued medical, dental and Employee Assistance Program coverage (two years for our CEO; 18 months for the other NEOs)

and executive outplacement services (one year valued at $75,000 for our CEO; one year valued at $40,000 for the other NEOs).

(6)Reflects annual annuity benefits payable from the Retirement Plan and the Pension Restoration Plan as of December 31, 2025. Messrs. Hamic, Nicholls,

and Saab are eligible for early retirement as of December 31, 2025. Messrs. Silvernail and Loeffler are not eligible for a benefit under the plans.

(7)Reflects amounts paid following Ms. Roman's separation from the Company on June 30, 2025.

100 \ International Paper 2026 Proxy Statement

Executive Compensation Tables / Post-Employment Termination Benefits

Potential Payments Upon Involuntary Termination For Cause

The following table represents all amounts that would be payable to our NEOs (other than Ms. Roman who separated from

the Company effective June 30, 2025) in the event of an involuntary termination for cause, including earned pension

amounts not payable as a result of the termination, assuming a termination date of December 31, 2025.

An executive officer terminated for cause would not be eligible for the severance benefits included in the Potential

Payments Upon Involuntary Termination Without Cause table, other than vacation pay. Further, the executive officer would

lose outstanding equity awards under the LTIP or Recognition Award Program, and not be eligible for payment of an

AIP award.

Name	Years of Credited Service (#)	Unused/Earned Vacation Pay ($)(1)	Lump Sum Pension Payment ($)(2)	Total Benefit at Termination ($)(3)	Pension Annuity ($)(4)
A.K. Silvernail	2	192,308	—	192,308	—
L.T. Loeffler	1	163,462	—	163,462	—
W.T. Hamic	28	176,538	—	176,538	200,507
T.S. Nicholls	35	211,846	8,398,072	8,609,918	164,135
J.R. Saab	25	142,662	—	142,662	88,998

(1)The amounts shown in this column represent unused 2025 vacation pay and 2026 earned vacation pay.

(2)The amounts shown in this column represent the lump sum benefit payable under the SERP.

(3)Amounts shown in this column represent the sum of columns (1) and (2) payable to the NEO upon termination.

(4)Amounts shown in this column are the annual annuity benefits payable from the Retirement Plan and the Pension Restoration Plan as of

December 31, 2025. Messrs. Nicholls, Hamic, and Saab are immediately eligible to commence under the plans. Messrs. Silvernail and Loeffler are

ineligible for a benefit under the plans.

Potential Payments Upon Qualifying Termination After

Change in Control

The following table represents amounts that would be payable to our NEOs (other than Ms. Roman who separated from the

Company effective June 30, 2025) upon termination of employment without cause (including by the NEO for “good reason”)

within two years following a change in control of the Company on December 31, 2025.

Name	Lump Sum Severance Payment ($)(1)	Lump Sum Pension Payment ($)(2)	Value of Continued Benefits ($)(3)	Total Cash- Based Award ($)	Accelerated Vesting of Equity ($)(4)	Total Pre-Tax Benefit ($)(5)	Pension Annuity ($)(6)
A.K. Silvernail	7,475,000	697,523	46,774	8,219,297	39,762,491	47,981,788	—
L.T. Loeffler	3,400,000	186,866	31,183	3,618,049	3,957,513	7,575,562	—
W.T. Hamic	3,000,000	2,489,501	31,183	5,520,684	6,163,254	11,683,938	92,602
T.S. Nicholls	5,396,331	9,666,826	46,774	15,109,931	6,587,595	21,697,526	164,135
J.R. Saab	2,520,000	922,122	31,183	3,473,305	3,639,604	7,112,909	58,675

(1)Amounts shown in this column reflect a change in control severance payment of a multiple of the sum of (i) base salary and (ii) target AIP for 2025, which

would be paid in the event of termination of employment without cause, including voluntary termination for limited situations that meet the definition of

“good reason,” as described below. For Mr. Silvernail, the severance payment is 2.99 times the sum of the amounts described above. For Mr. Nicholls, the

severance payment is three times the sum of the amounts described above. For Mr. Loeffler, Mr. Hamic, and Mr. Saab, the severance payment is two

times the sum of the amounts described above. For Mr. Nicholls, this amount has been reduced to reflect application of the “best net” approach described

following this table.

(2)For Mr. Nicholls, the amount shown represents the SERP benefit with an additional three years of age and service. For Mr. Hamic and Mr. Saab, the

amount shown represents the Pension Restoration Plan formula with an additional two years of age and service. For Mr. Silvernail, the amount shown

represents the value of three years of additional RSAc to the Salaried Savings Plan (SSP) and Deferred Compensation Savings Plan (DCSP) in addition

to his unvested balance under the SSP and DCSP as of December 31, 2025. For Mr. Loeffler, the amount shown represents the value of two years of

additional RSAc to the Salaried Savings Plan (SSP) and Deferred Compensation Savings Plan (DCSP) in addition to his unvested balance under the SSP

and DCSP as of December 31, 2025.

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Executive Compensation Tables / Post-Employment Termination Benefits

(3)Amounts shown in this column reflect the cost of continued medical and dental benefits following termination of employment (three years for

Messrs. Silvernail and Nicholls; two years for the other NEOs).

(4)Amounts shown in this column reflect the dollar value, based on the closing price of our common stock on December 31, 2025, of $53.82, of the vesting of

(i) outstanding 2025-2027 LTIP awards, including reinvested dividends, based on actual Company performance through December 31, 2024,

(ii) outstanding 2024-2026 LTIP awards including reinvested dividends, based on target performance, and (iii) outstanding service-based restricted stock

awards, if any. The 2024 Recognition Award granted to Mr. Hamic as well as Mr. Silvernail's 2024 Inducement PSU Award and Mr. Loeffler's 2025

Inducement RSU Award were not prorated as vesting is accelerated in certain circumstances including following an involuntary termination for reasons

other than for cause. In addition, the NEOs, except Mr. Silvernail, would receive the 2023-2025 LTIP award, which has a performance period ending on

December 31, 2025, but is not included in the amount shown here.

(5)Amounts shown in this column represent the total of the cash amounts payable as well as the value of accelerated vesting of equity.

(6)For Mr. Nicholls, the amount shown represents the annual benefits payable from the Retirement Plan and the Pension Restoration Plan as of

December 31, 2025. For Messrs. Hamic and Saab, the amount shown represents the annual benefit payable from the Retirement Plan as of

December 31, 2025.

Narrative to Potential Payments Upon Qualifying Termination After

Change in Control

The Company has entered into change in control agreements ("CIC agreements") with certain executives, including our

NEOs, that provide severance and other benefits in the event of a change in control of the Company. Our Board believes

that maintaining CIC agreements is a sound business practice that protects shareowner value prior to, during and after a

change in control, and allows us to recruit and retain top executive talent. Our program is available only to group vice

presidents and above, and one vice president legacied in the program.

We believe this program aligns executive and shareowner interests by enabling leaders of the Company to focus on the

interests of shareowners and other constituents when considering a potential change in control, without undue concern for

their own financial and employment security.

Key components of our CIC agreements include:

•“Best net” calculation

•Double-trigger change in control equity provisions

Under the “best net” approach, the Company will, prior to making any payments, perform a calculation comparing:

•the net benefit after payment of excise tax by the executive that would be applied, and

•the net benefit if the payment had been limited to the extent necessary to avoid the imposition of an excise tax.

This comparison determines the higher net benefit payable under the agreement and reflects a good governance practice

in the marketplace. All of our CIC agreements (including with NEOs) include a “best net” provision as set forth above. In no

event will the Company pay for excise taxes incurred by any executive in connection with their CIC agreements.

Our CIC agreements provide for double-trigger acceleration of equity-award vesting upon a change in control when the

acquiring company provides replacement awards as substitution for outstanding equity awards. The double-trigger requires

both a change in control and a qualifying termination of employment (i.e., the executive is terminated without cause or

departure for “good reason”) for the vesting of equity awards to accelerate. This treatment is widely recognized as a good

governance practice, as it prevents officers from receiving an automatic windfall in the event of a change in control. It also

serves as an incentive for the officers to continue with the Company through and after a change in control when the

acquiring company provides replacement awards as substitution for outstanding equity awards in order to receive the

benefit of unvested equity awards. In addition, benefits are not payable unless an irrevocable release of any

employment-related claims is signed.

102 \ International Paper 2026 Proxy Statement

Executive Compensation Tables / Post-Employment Termination Benefits

As shown in greater detail in the above table, our CIC agreements provide the following benefits to NEOs only if there has

been both a change in control of the Company and a qualifying termination of employment, i.e., they are terminated without

cause by the new employer or departs for “good reason” within two years of the change in control

(“double-trigger” benefits):

•For Mr. Silvernail, cash severance payment equal to 2.99 times the sum of base salary plus target AIP (three times for

Mr. Nicholls, who was grandfathered under a legacy program following approval by the Board, upon recommendation

from the MDCC).

•For Messrs. Loeffler, Hamic, and Saab, cash severance payment equal to two times the sum of base salary plus

target AIP.

•Prorated AIP for the year of termination of employment (based on target achievement if the executive is terminated in the

same year as the change in control, or based on actual achievement if the executive is terminated in the year following

the change in control and the AIP payment has not yet been made).

•SERP participants will receive their benefit calculated under the SERP that would be paid absent a change in control, but

with three additional years of service and age. As of December 31, 2025, Mr. Nicholls is the only participant eligible for

the SERP.

•Pension Restoration Plan participants, Messrs. Hamic and Saab, will receive the greater of:

i.the benefit accrued under the Pension Restoration Plan assuming a credit for two years of additional age and two

years of additional service; or

ii.the sum of:

A.the amount of Retirement Savings Account contributions the Company would have contributed to the Company's

Salaried Savings Plan and Deferred Compensation Savings Plan had they continued to be employed for an

additional two years following the Date of Termination based on annual base salary as of the Date of Termination

and target short-term annual incentive compensation amount in effect as of the Date of Termination, and

B.the amount of any unvested Retirement Savings Account contributions under the Company's Salaried Savings

Plan and Deferred Compensation Savings Plan as of the Date of Termination.

•Mr. Silvernail and Mr. Loeffler, as participants who do not have a frozen benefit under the Pension Restoration Plan for

Salaried Employees, will receive the benefit described in (ii) above, assuming an additional three years for Mr. Silvernail

and an additional two years for Mr. Loeffler.

•Medical and dental insurance for three years (Messrs. Silvernail and Nicholls) and two years (Messrs. Loeffler, Hamic

and Saab).

•Where replacement awards are provided for outstanding equity awards upon the change in control, all such replacement

awards vest and become unrestricted.

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

•Any person or group becomes the beneficial owner, directly or indirectly, of 30 percent or more of the Company’s

voting stock;

•Change in the majority of the Board of Directors within two consecutive years, unless two-thirds of the directors in office

at the beginning of the period approved the nomination or election of the new directors;

•The consummation of a consolidation or merger with any other entity unless the Company’s voting stock after giving

effect to the transaction represents more than 50% of the voting power of the voting stock of the surviving person

or group;

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

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

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Executive Compensation Tables / Post-Employment Termination Benefits

The lump sum cash severance benefit shown above is payable only in the event of termination of employment without

cause within two years following a change in control. This includes voluntary resignation only in limited situations that meet

the definition of “good reason,” listed below. Under no circumstance will an executive receive a cash severance benefit

under the agreement if he or she leaves voluntarily other than for “good reason,” which is defined as:

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

in responsibilities;

•Reduced annual base salary;

•Elimination of a material compensation plan (including the AIP, LTIP or SERP) or a change in the executive’s

participation on substantially the same basis;

•Elimination of substantially similar pension or welfare plans (except for across-the-board reductions of such benefits for

executives), or a material reduction of any fringe benefit, or failure to provide the same number of vacation days;

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

•Any other termination without sufficient notice; or

•Relocation more than 50 miles from place of work.

Currently, the following benefits are payable upon a change in control and do not require termination of employment:

•Where awards are not assumed or substituted by the surviving entity upon the change in control, all equity awards vest

and become unrestricted, as follows:

i.For performance-based shares outstanding, performance goals shall be deemed to have been satisfied and all other

vesting restrictions lapse as of the date of the change in control with the level of performance achievement based on

(a) target Company performance if the change in control occurs during the first year of the performance period, and

(b) actual Company performance measured through the date of the change in control if it occurs on or after the first

year of the performance period; and

ii.RSUs and PSUs lapse as of the date of the change in control.

•Where awards are assumed or substituted by the surviving entity, and within two years the executive's position is

terminated without cause or the executive resigns for good reason, then:

i.The performance-based shares outstanding prior to the effective time of the change in control, the number of units

issued as a replacement is based on (a) target Company performance if the change in control occurs during the first

year of the performance period, and (b) actual Company performance measured through the date of the change in

control if it occurs on or after the first year of the performance period; and

ii.Time-based restricted unit awards lapse as of the employment termination date.

We have offered these limited single-trigger benefits for the purpose of:

•Maintaining our competitiveness in attracting and retaining executive talent;

•Ensuring that our executives receive the benefit of their efforts prior to a change in control and are not penalized with a

loss of equity compensation; and

•Further aligning the interests of our executives with our shareowners, since the risk of losing equity compensation could

create a conflict of interest for our executives if the Company were pursuing a change-in-control transaction.

In light of the difficulty in determining relative performance achievement in our performance-based awards following a

change in control of the Company, we provide for payment of performance-based awards as described above. Further, in

light of the seniority of certain NEOs, and their proximity to retirement age, we believe that increasing their pension

protection provides appropriate retirement security in their employment following a change in control.

104 \ International Paper 2026 Proxy Statement

Executive Compensation Tables / Post-Employment Termination Benefits

Pay Versus Performance

As outlined in the CD&A above, our MDCC has established an executive compensation program aimed at aligning pay with

performance, retaining talent, and enhancing shareowner value through the adoption of sound policies and best practices.

The following table shows the total compensation for our CEO (Mark S. Sutton through April 30, 2024), identified below as

"Former CEO," and Andrew K. Silvernail (May 1, 2024 to present), identified below as "Current CEO") and, on an average

basis, our other NEOs for the past four fiscal years as set forth in the Summary Compensation Table (the “SCT”) and the

prior year’s proxy statement, the “compensation actually paid” or “CAP” to our CEOs and, on an average basis, our other

NEOs (in each case, as determined under SEC rules), our TSR, our peer group TSR over the same period, our net income/

(loss), and our Company-Selected Measure, Adjusted EBITDA. We have designated Adjusted EBITDA (non-GAAP) as our

Company-Selected Measure based on our determination that Adjusted EBITDA is the most important performance measure

used by the Company to link compensation actually paid to our NEOs for our fiscal year ended December 31, 2025, to our

performance in accordance with Item 402(v) of Regulation S-K. See page 68 for non-GAAP financial measure definitions

and Appendix A for a reconciliation of non-GAAP measures to the most directly comparable GAAP measures.

For information concerning how we seek to align executive compensation with our performance, see Section 4, "How and

Why We Choose our Performance Metrics" in the CD&A.

	SCT Total for Former CEO ($)(a)	SCT Total for Current CEO ($)(b)	CAP to Former CEO ($)(c)	CAP to Current CEO ($)(c)	Average SCT Total for Other Named Executive Officers (NEOs) ($)(d)	Average CAP to Other Named Officers (NEOs) ($)(c)	Value of Initial Fixed $100 Investment Based On:		Net Income (Loss) ($)(g)	Company Selected Measure
Fiscal Year							Company Total Shareholder Return ($)(e)	2024 Peer Group Shareholder Return ($)(f)		Adjusted EBITDA #(h)
2025	—	14,838,324	—	(8,657,205)	5,558,196	2,740,319	104	127	(3,516)	2,976
2024	15,293,363	20,732,570	5,255,432	47,741,451	4,467,453	9,418,104	136	114	557	1,986
2023	12,845,526		6,482,688		2,975,016	1,332,603	88	103	288	2,234
2022	13,654,752		14,622,299		2,611,637	1,443,810	80	85	1,504	2,859
2021	15,228,707		12,582,246		3,102,918	2,287,800	104	101	1,752	3,108

(a)Represents the total compensation reported for Mr. Sutton (our "Former CEO") for each corresponding year. For fiscal years 2025, 2024, 2023, 2022 and

2021, Mr. Sutton was the Chief Executive Officer (CEO) for the Company. Mr. Sutton retired as CEO effective April 30, 2025. Our CEO is our PEO.

(b)Represents the total compensation reported for Mr. Silvernail (our "Current CEO"). Mr. Silvernail assumed the role of CEO effective May 1, 2024.

(c)To calculate CAP, adjustments were made to the amounts reported in SCT. A reconciliation of the adjustments for our Former CEO, Current CEO and the

average of the other NEOs in 2025 can be found in the following supplemental tables.

CEO SCT Total to CAP Reconciliation:

	Deductions from SCT Total				Additions to SCT Total
Year	SCT Current CEO Total ($)(i)	Stock Awards ($)(ii)			Equity Value ($)(iii)	Pension Value ($)	CAP ($)
2025	14,838,324	(12,174,818)	—		(11,320,711)	—	(8,657,205)

(i)Reflects the Total Compensation for our Current CEO reported in the SCT for each year shown.

(ii)Represents the grant date fair value of equity-based awards.

(iii)Represents the fair value of equity awards, adjusted for year-over-year change in values, including dividends. The additions to the SCT Total reflect the

value of equity calculated in accordance with the SEC methodology for determining CAP. The equity component of CAP for fiscal year 2025 is further

detailed in the supplemental table below. In addition, the payout percentages match the Company’s financial accounting for compensation expense

purposes. There is no pension service cost or prior service cost for the CEO; therefore, an addition to the SCT Total related to pension is not needed.

See Supplemental table below.

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Executive Compensation Tables / Post-Employment Termination Benefits

Supplemental

CEO Equity Component of CAP for FY 2025:

Year	Equity Type	Fair Value of Current Year Equity Awards at Year End Current CEO ($)(1)	Year-Over-Year Change in Value of Prior Years’ Awards Unvested at Year End ($)(2)	Fair Value as of Vesting Date of Equity Awards Granted and Vested During the Year ($)(3)	Year-Over-Year Change in Value of Prior Years’ Awards That Vested During the Year ($)(4)	Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions During the Year ($)(5)
2025	PSUs	7,448,525	(18,769,236)	—	—	—	(11,320,711)

Equity awards granted to our Current CEO during the applicable periods include PSUs granted in 2024 and 2025. PSU awards have a three-year

performance period and are earned, in full or part, based upon the Company’s achievement of specified performance objectives. RSU awards are earned

and vest ratably, in three equal installments over a three-year period, regardless of Company performance. Unvested awards remain subject to significant

risk of forfeiture conditions and possible future declines in value based on changes in our stock price. See Section 4, “Elements of Our Compensation

Program-Long-Term Incentive Plan.”

(d)Each of the four fiscal years presented include the average SCT totals of the other NEOs as applicable in each reporting year. The Company's other

NEOs for the applicable reporting years were as follows:

(i)2025: Messrs. Loeffler, Hamic, Nicholls, Roman, and Saab.

(ii)2024: Messrs. Nicholls, Hamic, Saab, Gregory T. Wanta, and Thomas J. Plath. Mr. Wanta, a former senior vice president, retired effective

September 30, 2024. Mr. Plath, a former senior vice president, left the Company on December 31, 2024.

(iii)2023: Messrs. Nicholls, Wanta, Plath, Hamic and Ms. Sharon Ryan, a former senior vice president, who retired effective June 30, 2022.

(iv)2021: Ms. Ryan and Messrs. Nicholls, Wanta, Plath, Jean-Michel Ribieras and Mr. W. Michael Amick, Jr., each a former senior vice president,

separated from the Company in 2022 following completion of the spinoff of our paper business.

(v)2021: Ms. Ryan, Messrs. Nicholls, Ribieras, and Wanta.

106 \ International Paper 2026 Proxy Statement

Executive Compensation Tables / Post-Employment Termination Benefits

Average Other NEOs SCT Total to CAP Reconciliation:

		Deductions to SCT Total			Additions to SCT Total
Year	SCT Total ($)(i)	Stock Awards ($)(ii)	Change in Pension Value ($)		Equity Value ($)(iii)	Pension Value ($)	CAP ($)
2025	5,558,196	(3,489,238)	—		671,361	—	2,740,319

(i)Reflects the average of the other NEOs’ Total Compensation reported in the SCT.

(ii)Represents the average of the other NEOs’ grant date fair value of equity-based awards granted each year.

(iii)Represents the average fair value of equity, adjusted for year-over-year changes in values, including dividends. The additions to the SCT Total reflect the

average of the other NEOs value of equity calculated in accordance with the SEC methodology for determining CAP for each year shown. The average

equity component of CAP for fiscal year 2025 is further detailed in the supplemental table below. In addition, the payout percentages match the

Company’s financial accounting for compensation expense purposes. There is no pension service cost or prior service cost for the other NEOs; therefore,

an addition to the SCT Total related to pension is not needed. See Supplemental table below.

Supplemental

Average Other NEOs Equity Component of CAP for FY 2025:

Year	Equity Type	Fair Value of Current Year Equity Awards at Year End ($)(1)	Year-Over-Year Change in Value of Prior Years’ Awards Unvested at Year End ($)(2)	Fair Value as of Vesting Date of Equity Awards Granted and Vested During the Year ($)(3)	Year-Over-Year Change in Value of Prior Years’ Awards That Vested During the Year ($)(4)	Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions During the Year ($)(5)	Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($)(6)
2025	PSUs	1,540,543	(658,652)	—	(588,189)	—	—	293,702
2025	RSUs	256,125	(186,095)	297,815	9,814	—	—	377,659

Equity awards granted to our other NEOs during the applicable periods included RSUs granted in 2025 which are subject to time-based vesting

conditions, as well as PSUs granted in 2021, 2022, 2023, 2024, and 2025. PSU awards have a three-year performance period and are earned, in full or

part, based upon the Company’s achievement of specified performance objectives. Generally, RSU awards are earned and vest ratably, in three equal

installments over a three-year period, regardless of Company performance. See Section 4, "Elements of Our Compensation Program-Long-Term

Incentive Plan.”

(e)The amount represents the value of an initial fixed $100 Investment in International Paper common stock on December 31, 2019, assuming reinvestment

of all dividends.

(f)Peer group companies reflect the same peer group used for purposes of the performance graph under Regulation S-K Item 201(e)(1)(ii) as set forth in the

Company’s Annual Report on Form 10-K for the year ended December 31, 2025. For the year ended December 31, 2025, the peer group companies were

Klabin S.A., Mondi Group, Packaging Corporation of America, and Stora Enso Group. We removed DS Smith Ltd. from the peer group due to our

acquisition, which we completed on January 31, 2025. The amount represents an initial fixed December 31, 2019, assuming reinvestment of all dividends.

(g)Represents the Company’s Net Earnings (Loss) Attributable to International Paper (in millions) for each applicable fiscal year-end 2025, 2024, 2023, 2022

and 2021.

(h)Adjusted EBITDA, a non-GAAP measure, is defined as Earnings Before Interest, Taxes, Depreciation and Amortization. Adjusted EBITDA means

(i) earnings from continuing operations before interest, income taxes and equity earnings, cumulative effect of accounting changes, before the impact of

special items and non-operating pension expense plus interest expense, net and depreciation and amortization, and cost of timber harvested. The

Adjusted EBITDA metric excludes the impact of non-operating pension expense and special items. Adjusted EBITDA may be adjusted, in the MDCC’s sole

discretion, for any impact of acquisitions, divestitures, and/or the effect of changes in tax laws, accounting principles or other laws or provisions affecting

reported results, and/or to reflect the impact of any significant, one-time event, including, but not limited to, epidemics/pandemics, wars/invasions/

hostilities (whether war is declared or not), natural disasters with significant impact on our operations, the imposition of new or increased tariffs as well as

the potential impact of retaliatory tariffs and other penalties including retaliatory policies against the United States and global trade tensions, or any other

significant, one-time events the MDCC deems appropriate for an adjustment. For additional information on Adjusted EBITDA, see Appendix A.

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Executive Compensation Tables / Post-Employment Termination Benefits

Most Important Performance Measures

In the Company’s assessment, the three items listed below represent the most important financial performance measures

used by the Company to link compensation actually paid to our NEOs, for the most recently completed fiscal year, to

Company performance. Please see Appendix A for reconciliations of non-GAAP financial measures to the most directly

comparable GAAP measures.

Relative Total Shareholder Return (TSR)

Net Income

Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA)

Pay Versus TSR 2021 - December 31, 2025

 ¢  CEO 1 CAP  ¢  CEO 2 CAP  ¢  Other NEOs' Avg. CAP IP TSR Peer TSR

108 \ International Paper 2026 Proxy Statement

Executive Compensation Tables / Post-Employment Termination Benefits

Pay Versus Net Income 2021 - December 31, 2025

 ¢  CEO 1 CAP  ¢  CEO 2 CAP  ¢  Other NEOs' Avg. CAP IP Net Income

Pay Versus Adjusted EBITDA 2021 - December 31, 2025

 ¢  CEO 1 CAP  ¢  CEO 2 CAP  ¢  Other NEOs Avg. CAP IP Adjusted EBITDA

www.internationalpaper.com / 109

CEO

Pay Ratio

International Paper is one of the world’s leading suppliers of renewable fiber-based products. We produce corrugated

packaging products that protect and promote goods, and enable world commerce. We employ approximately 62,600

employees globally. As expected in a manufacturing business, a significant majority — approximately 70% — of our

employees are hourly-based employees.

To determine the pay ratio required by Item 402(u) of Regulation S-K, the Company first identified the median employee

using our global employee population as of October 1, 2025 (the "Determination Date"), which included all global full-time,

part-time, temporary, and seasonal employees who were employed (and not on a leave of absence) on that date. However,

as permitted by the transition periods exception within the SEC rules, we elected to omit approximately 27,600 employees

of DS Smith, which we acquired in early 2025. We did not exclude any employees from any countries, and we did not make

any cost-of-living adjustments in identifying our median employee. We used a consistently applied compensation measure

across our global employee population to calculate the median employee compensation. The consistently applied

compensation measure we used was “base salary/wages paid,” which we measured from January 1 through

September 30, 2025. As noted above, most of our employees work on an hourly basis. Our median employee is located in

the United States and works at one of our North American containerboard facilities.

Once the median employee was identified, we then determined the median employee’s annual total compensation using

the Summary Compensation Table methodology as detailed in Item 402(c)(2)(x) of Regulation S-K, and compared it to the

total compensation of Mr. Silvernail, our Chairman and CEO as detailed in the Summary Compensation Table for 2025, to

arrive at the pay ratio disclosed below.

•Our CEO’s 2025 compensation was $14,838,324.

•Our median employee’s 2025 compensation was $90,506, including the change in pension value.

Our CEO to Median Employee Pay Ratio is 164:1

Since our pension plans closed for salaried new hires as of July 1, 2004, Mr. Silvernail is not eligible to participate.

Therefore, the Change in Pension Value disclosed for Mr. Silvernail in the Summary Compensation Table is zero.

This ratio may not be comparable to that reported by other companies due to differences in industries, scope of

international operations, business models and scale, as well as the differences in estimates, assumptions, methodologies,

and companies not having two CEOs during the year.

110 \ International Paper 2026 Proxy Statement

CEO Pay Ratio / Equity Compensation Plan Information

Equity Compensation Plan Information

The following table provides information, as of December 31, 2025, regarding compensation plans under which our equity

securities are authorized for issuance.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (#)	Weighted-average exercise price of outstanding options, warrants and rights ($)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column)(1) (#)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column)(2) (#)
Equity compensation plans approved by security owners	—	—	12,587,862	7,057,078
Equity compensation plans not approved by security owners	—	—	—	—
Total	—	—	12,587,862	7,057,078

(1)Represents shares remaining available for issuance as of December 31, 2025, under our Amended and Restated 2009 Incentive Compensation Plan

(the "2009 Plan") of 5,530,784 and under the 2024 Long-Term Incentive Compensation Plan (the "2024 Plan"), which replaced the 2009 Plan following

adoption by shareowners in 2024.

(2)Represents shares remaining available for issuance as of December 31, 2025, under our 2024 Plan.

www.internationalpaper.com / 111

Ownership of

Company Stock

Security Ownership of Certain Beneficial Owners

The following table contains information concerning beneficial ownership of our common stock by persons known to us to

own more than 5 percent of our common stock outstanding as of March 12, 2026, the record date for our 2026 annual

meeting. The information in the table and related notes are based on statements filed by the respective beneficial owners

with the SEC pursuant to sections 13(d), 13(f) and 13(g) of the Exchange Act.

Name and Address of Beneficial Owner	Shares of Stock Beneficially Owned (#)	Percentage of Common Stock Outstanding (%)
Capital Research & Management Co. (International Investors)(1)	63,413,335	12.01
T Rowe Price Associates, Inc. (IM)(2)	62,188,499	11.78
The Vanguard Group, Inc.(3)	59,061,703	11.19
Capital Research & Management (Global Investors)(4)	54,535,444	10.33
BlackRock Fund Advisors(5)	31,435,772	5.95
SSgA Funds Management, Inc.(6)	30,009,733	5.68

(1)The address of Capital Research (International Investors) ("Capital Research") is 333 South Hope Street, 55th Fl, Los Angeles, CA 90071. We have relied

upon information supplied by Capital Research in a Schedule 13F filed with the SEC on February 11, 2026. According to a Schedule 13G filed with the

SEC on November 5, 2025, Capital Research had sole voting power over 61,416,597 shares and sole dispositive power over 62,016,638 shares.

(2)The address of T. Rowe Price Associates, Inc. ("T. Rowe") is 1307 Point Street, Baltimore, MD 21231. We have relied upon information supplied by

T. Rowe in a Schedule 13G/A filed with the SEC on November 14, 2025. According to the Schedule 13G/A, T. Rowe had sole voting power over

64,469,842 shares and sole dispositive power over 66,340,521 shares.

(3)The address of The Vanguard Group (“Vanguard”) is 100 Vanguard Blvd., Malvern, PA 19355. We have relied upon information supplied by Vanguard in a

Form 13F filed with the SEC on January 29, 2026. According to a Schedule 13G/A filed with the SEC on February 13, 2024, Vanguard had shared voting

power over 455,474 shares, sole dispositive power over 39,290,045 shares and shared dispositive power over 1,542,670 shares.

(4)The address of Capital Research Global Investors ("Capital Research") is 333 South Hope Street, 55th Fl, Los Angeles, CA 90071. We have relied upon

information supplied by Capital Research in a Schedule 13F filed with the SEC on February 11, 2026. According to a Schedule 13G filed with the SEC on

November 5, 2025, Capital Research had sole voting power over 49,243,013 shares and sole dispositive power over 49,809,026 shares.

(5)The address of BlackRock, Inc. (“BlackRock”) is 50 Hudson Yards, New York, NY 10001. We have relied upon information supplied by BlackRock in a

Schedule 13F filed with the SEC on February 12, 2026. According to a Schedule 13G/A filed with the SEC on April 17, 2025, BlackRock had sole voting

power over 38,232,389 shares and sole dispositive power over 41,011,898 shares.

(6)The address of State Street Corporation is 1 Congress Street, Suite 1, Boston, MA 02114. We have relied upon information supplied by State Street in

a Schedule 13F filed with the SEC on February 13, 2026. According to a Schedule 13G filed with the SEC on May 9, 2025, State Street had shared power

to vote 19,949,171 shares and shared power to dispose or direct the disposition of 28,483,875 shares.

112 \ International Paper 2026 Proxy Statement

Ownership of Company Stock / Security Ownership of Certain Beneficial Owners

Security Ownership of Directors and Management

The following table shows the number of shares of our common stock beneficially owned by each of our directors and

NEOs, and by all our directors and executive officers as a group, as of March 12, 2026, the record date for our 2026 annual

meeting. No amounts are included for outstanding PSU, RSU or restricted stock awards that have not yet been paid. Share

and unit numbers are rounded.

	Amount and Nature of Beneficial Ownership
Name of Beneficial Owner	Shares of Common Stock Held (#)(1)	Stock Units Owned (#)(2)	Percentage of Class (%)
Non-Employee Directors
Jamie A. Beggs	—	16,357	0.31%
Christopher M. Connor(3)	25,000	83,335	0.02%
Ahmet C. Dorduncu	40,095	—	0.01%
Anders Gustafsson(4)	81,726	—	0.02%
Jacqueline C. Hinman	72,214	—	0.01%
Clinton A. Lewis, Jr.	—	76,870	0.01%
David. A. Robbie	8,704	—	—%
Kathryn D. Sullivan	45,876	—	0.01%
Scott A. Tozier	25	16,357	—%
Anton V. Vincent	—	43,810	0.01%
Named Executive Officers
Andrew K. Silvernail(5)	50,000	—	0.01%
Lance T. Loeffler	10,966	—	0.002%
W. Thomas Hamic	139,075	14,933	0.03%
Timothy S. Nicholls	278,303	39,701	0.06%
Joseph R. Saab	41,068	12,477	0.01%
Joy N. Roman(6)	30,113	—	—%
All directors and executive officers as a group (17 persons)(7)	823,165	303,840	0.21%

(1)Includes securities over which the individual has, or, with another shares, directly or indirectly, voting or investment power, including ownership by certain

relatives and ownership by trusts for the benefit of such relatives.

(2)Represents stock equivalent units owned by our NEOs under the International Paper Company Deferred Compensation Savings Plan or by our directors

under the Restricted Stock and Deferred Compensation Plan for Non-Employee Directors. These units will be paid out in cash and are not convertible into

shares of common stock. Accordingly, these units are not included as shares of common stock beneficially owned.

(3)Mr. Connor holds 25,000 shares directly through the Christopher M. Connor Trust, a revocable trust for which Mr. Connor serves as trustee and retains the

power to revoke.

(4)Mr. Gustafsson holds 26,092 shares directly in a joint brokerage account with his spouse.

(5)Mr. Silvernail holds 50,000 shares directly through the Andrew K. Silvernail 2014 Declaration of Trust, a revocable trust for which the reporting person

serves as trustee and retains the power to revoke.

(6)Security ownership information is presented as of June 30, 2025, which represents the most recent date for which the Company had confirmed ownership

information. Subsequent changes in ownership, if any, are not known to the Company.

(7)Includes Melissa S. Flores, who joined the Company as chief human resources officer on January 5, 2026.

www.internationalpaper.com / 113

Ownership of Company Stock / Security Ownership of Certain Beneficial Owners

Delinquent Section 16(a) Reports

Our executive officers, directors, and persons who beneficially own more than 10% of our common stock (the “Reporting

Persons”) must file reports with the SEC under Section 16(a) of the Securities Exchange Act of 1934, as amended, about

their ownership of and transactions in our common stock and other securities related to our common stock.

Based solely on our review of those reports and related written representations by our executive officers and directors that

no other reports were required to be filed during fiscal year 2025, we believe that all Section 16(a) filing requirements

applicable to the reporting persons were timely met during the year ended December 31, 2025, except for one Form 4

covering one transaction filed late for Clay R. Ellis reporting a disposition of 18,819 units of shares held in the Company

stock fund of the International Paper Company Salaried Savings Plan. The shares were liquidated in connection with the

Company's planned divestiture of its Global Cellulose Fibers business and the resulting cash value transitioned for

reinvestment in a new savings plan. The transition was an administrative step carried out as part of the broader divestment

process and followed established procedures with no discretionary action by Mr. Ellis.

114 \ International Paper 2026 Proxy Statement

Information About the

Annual Meeting

How do I attend the annual meeting?

All shareowners of record and owners of shares held in a bank, brokerage, or institutional account (known as holding in

“street name”) as of the record date, March 12, 2026, or their duly authorized proxy owners, are welcome to attend the

annual meeting. If you are voting by mail, by telephone or via the Internet, but still wish to attend the meeting, follow the

instructions on the Notice of Internet Availability or proxy card or online at www.proxyvote.com to tell us you plan to attend.

The annual meeting will be held virtually on May 11, 2026, starting at 11:00 a.m., Central Time, unless adjourned or

postponed to a later date, to consider and vote on each of the proposals described below. This Proxy Statement for the

annual meeting is first being mailed to International Paper shareowners on or about March 27, 2026.

Why am I receiving these proxy materials?

We have made these materials available to you online or delivered paper copies to you by mail because you are an

International Paper shareowner of record as of March 12, 2026. International Paper’s Board of Directors is soliciting your

proxy to vote your shares at the 2026 annual meeting. This Proxy Statement includes information that will help you in voting

your shares.

What is a proxy?

A proxy is your legal designation of another person (your “proxy”) to vote the stock you own. If you designate someone as

your proxy in a written document, that document is also called a proxy or a proxy card. By submitting your proxy (either by

voting online or by telephone or by signing and returning a proxy card), you authorize three International Paper executive

officers (Andrew K. Silvernail, chairman of the Board and chief executive officer; Lance T. Loeffler, senior vice president and

chief financial officer; and Joseph R. Saab, senior vice president, general counsel and corporate secretary) to represent you

and vote your shares at the meeting in accordance with your instructions. These designated individuals 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 our 2026 annual meeting include the Notice of Annual Meeting of Shareowners (the “Annual

Meeting Notice”), this Proxy Statement and International Paper’s Annual Report (the “Annual Report”). If you receive a

paper copy of the proxy materials, you will also get a proxy card or voting instruction form and pre-paid return envelope.

The Annual Meeting Notice (which is included in the Proxy Statement), Proxy Statement and Annual Report are being made

available for viewing and printing at materials.proxyvote.com/460146 and are being mailed, along with the accompanying

proxy card or voting instruction form, to applicable shareowners beginning on or about March 27, 2026.

www.internationalpaper.com / 115

Information About the Annual Meeting

Why did I receive a Notice of the Internet Availability of Proxy

Materials instead of paper documents?

We furnish proxy materials to our shareowners primarily through so-called “notice-and-access” delivery. That means that,

beginning on or about March 27, 2026, we are mailing to many of our shareowners a Notice of the Internet Availability of

Proxy Materials (the “Notice of Internet Availability”) containing instructions on how to access the proxy materials on the

Internet and how to vote. shareowners who have affirmatively requested electronic delivery of our proxy materials will

receive instructions via email regarding how to access proxy materials electronically. Using notice-and-access delivery

enables shareowners to receive our proxy materials quickly and easily and avoids the cost of producing and mailing paper

documents. If you receive a Notice of Internet Availability by mail, you will not receive a printed copy of the proxy materials.

If you would like to receive paper copies of our proxy materials in the mail, follow the instructions in the Notice of Internet

Availability to make this request. shareowners who have previously requested to receive a paper copy of our proxy

materials will receive a full set of documents by postal mail.

How many votes must be present to hold the annual meeting?

As of March 12, 2026, there were 529,486,211 shares of International Paper common stock issued and outstanding. Each

share of International Paper common stock entitles its owner to one vote on each director nominee and one vote on each

other matter. Holders of International Paper common stock, present in person or represented by proxy, representing one-

third of the number of votes entitled to be cast upon any proposal to be considered at the meeting (at least 176,495,404

votes) are required to hold the 2026 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. If you hold shares in street name and do not provide voting instructions to

your bank or brokerage firm, your shares will still be counted as present for the purpose of determining whether the

quorum for the annual meeting is satisfied if your bank or brokerage firm votes your shares for Item 2 utilizing its

discretionary authority.

We urge you to vote by proxy even if you plan to attend the virtual meeting. 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

and vote at the 2026 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 at www.proxyvote.com, by telephone or by mail

using a written proxy card. You also may vote in person at the virtual annual meeting.

If you hold your shares in street name, you have the right to direct your bank or broker how to vote your shares. Please

follow the instructions provided by your bank or broker to ensure your vote can be counted. If you do not give voting

instructions, your bank or brokerage firm will still be entitled to vote your shares with respect to Item 2, the auditor

ratification proposal, but it will not be permitted to vote your shares with respect to any other matter. Your shares will be

considered “broker non-votes” on every other proposal.

If you hold your shares in street name and wish to vote in person at the virtual annual meeting, you must bring a power of

attorney or proxy from your broker, bank or other holder of record authorizing you to vote.

116 \ International Paper 2026 Proxy Statement

Information About the Annual Meeting

What business will be conducted at the annual meeting?

The following table shows the proposals to be presented for a vote, the applicable voting requirements, and the

Board's recommendations:

Proposal	The Board's recommendation	Votes required	Effect of abstentions and broker non-votes
ITEM 1 Election of 11 Directors	FOR	Each nominee must receive an affirmative majority of votes cast.	No effect.
ITEM 2 Ratification of Deloitte & Touche LLP as the Company's Independent Auditor for 2026	FOR	Affirmative vote of a majority of a quorum	We do not expect broker non-votes. Abstentions have the same effect as votes against.
ITEM 3 Non-Binding Resolution to Approve the Compensation of our Named Executive Officers	FOR	Affirmative vote of a majority of a quorum	Same effect as votes against.

If I hold shares in the International Paper Company Salaried Savings

Plan, how do I vote?

If you hold shares in the International Paper Company Salaried Savings Plan, you may instruct the trustee, State Street

Bank and Trust Company, to vote your shares in the Company Stock Fund by returning the proxy/voting instruction card

that you received in the mail or by providing voting instructions on the Internet or by telephone as directed on the Notice

of Internet Availability or proxy/voting instruction card that you received. If you do not return the proxy/voting instruction

card or provide voting instructions, or if your instructions are unclear or incomplete, the trustee will vote your shares at

its discretion.

If I hold shares as Depositary Interests ("DI") in the UK, how do

I vote?

DI holders may direct Computershare Investor Service PLC ("Computershare UK") to vote the shares represented by their

UK DIs in three ways:

Internet: Complete a Form of Instruction accessible via the internet on Computershare UK's website by visiting

www.eproxyappointment.com. You will need your Control Number, your shareowner Reference Number and your unique

PIN, which are available on the Form of Instruction that all DI holders will have received in the mail. Instructions must be

received by 11 a.m. BST time on May 6, 2026.

CREST: Issue an instruction through the CREST electronic voting appointment service using the procedures described in

the CREST manual (available from euroclear.com). CREST personal members or other CREST sponsored members, and

those CREST members who have appointed a voting service provider, should refer to their CREST sponsor or voting

services provider, who will be able to take the appropriate action on their behalf.

For instructions made using the CREST service to be valid, the appropriate CREST message (a CREST Voting Instruction)

must be properly authenticated in accordance with the specifications of Euroclear UK & International Limited ("EUI") and

must contain the information required for such instructions, as described in the CREST manual. The message, regardless

of whether it relates to the voting instruction or to an amendment to the instruction given to Computershare UK, must be

transmitted so as to be received by the Company's agent (ID 3RA50) no later than 11 a.m. BST on May 6, 2026. The time

of receipt will be taken to be the time (as determined by the timestamp applied to the CREST Voting Instruction by the

CREST applications host) from which the Company's agent is able to retrieve the CREST Voting Instruction by inquiry to

CREST in the manner prescribed by CREST. EUI does not make available special procedures in CREST for any particular

messages. Normal system timings and limitations apply to the transmission of a CREST Voting Instruction. It is the

responsibility of the CREST member to take (or to procure that the CREST sponsor or voting service provider takes) such

action necessary to ensure that service providers, are referred to those sections of the CREST Manual concerning practical

limitations of the CREST system and timings. The Company may treat as invalid a CREST Voting Instruction in the

circumstances set out in Regulation 35 of the Uncertificated Securities Regulations 2001 (S.I. No. 3755).

www.internationalpaper.com / 117

Information About the Annual Meeting

Mail: Complete and return a Form of Instruction to Computershare UK using the reply-paid envelope that accompanied the

Form of Instruction or by mailing it to Computershare Investor Services PLC, The Pavilions, Bridgewater Road, Bristol,

BS99 6ZY, United Kingdom. To be effective, all Forms of Instruction must be received by Computershare UK by 11 a.m.

BST time on May 6, 2026. Computershare PLC, as your depositary, will then make arrangements to vote your underlying

shares according to your instructions.

Can I change or revoke my vote or proxy?

Yes, you may change your vote or revoke your proxy at any time at or before the annual meeting. If you are a holder of

record, you may change your vote or revoke your proxy through any of the following means:

•casting a new vote by telephone or on the Internet prior to the annual meeting, or properly completing and signing

another proxy card with a later date and returning the proxy card prior to the annual meeting;

•giving written revocation to our corporate secretary prior to the annual meeting either by mail to International Paper

Company, 6400 Poplar Avenue, Memphis, TN 38197 or

•voting in person at the annual meeting.

If you hold your shares in street name, you may change your voting instructions by contacting your broker, bank or other

holder of record prior to the annual meeting.

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.

What if I am a record holder and I do not indicate my vote for one or

more of the matters on my proxy card?

If you are a holder of record and you return a signed proxy card without indicating your voting preferences, your shares will

be voted as follows:

FOR the Company’s proposal to elect the 11 nominees named in this Proxy Statement to the Company’s Board of Directors

in Item 1;

FOR the Company’s proposal to ratify the appointment of the Company’s independent auditor for 2026 in Item 2; and

FOR the Company’s proposal to approve the compensation of our named executive officers in Item 3.

If you are a holder of record and you do not return a proxy card or vote at the annual meeting, your shares will not be voted.

What if I am a street name holder and I do not indicate my vote for

one or more of the matters on my proxy card?

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 Item 2. The failure to instruct your bank or broker how to vote will have one of three

effects on the proposals for consideration at the annual meeting, depending upon the type of proposal. For all voting items,

other than Item 2 to ratify our independent auditor for 2026, absent instructions from you, the bank or broker may not vote

your shares at all and your shares will be considered broker non-votes. For Item 2, however, the broker may vote your

shares at its discretion. For Item 1, a broker non-vote will have no effect on the outcome of the proposal. For Item 3, a

broker non-vote will have the same effect as a vote against the proposal.

118 \ International Paper 2026 Proxy Statement

Information About the Annual Meeting

If you hold shares in the International Paper Company Salaried Savings Plan and you do not provide voting instructions, the

trustee will 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. The Company’s Corporate Governance Guidelines state that directors are expected to attend our annual meeting.

Who will be soliciting proxies on our behalf?

The Company 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 fax transmission or in person, without compensation. We have

hired Alliance Advisors, LLC to solicit proxies for an estimated fee of $30,000, plus expenses.

There are two International Paper shareowners at my address. Why

did we only receive one set of proxy materials?

We have adopted “householding,” a method of delivery by which shareowners of record with the same address and last

name who do not participate in electronic delivery receive only one copy of the Notice of Internet Availability or the proxy

materials unless one or more of these shareowners notifies us that they wish to continue receiving multiple individual

copies. This practice ensures that shareowner households do not receive multiple copies of the same document and saves

printing and mailing costs. Even with householding, everyone will receive a separate proxy card.

We will deliver promptly, upon written or oral request, a separate copy of the Notice of Internet Availability or the proxy

materials to a shareowner at a shared address to which a single copy of the documents was delivered. To make such a

request, please write to Investor Relations, International Paper Company, 6400 Poplar Avenue, Memphis, TN 38197, or call

(866) 540-7095. You may also submit your request on our website, www.internationalpaper.com, under the

“Contact Us” link.

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 send your written request to:

Broadridge Financial Solutions, Inc.

Householding Dept. 51

Mercedes Way

Edgewood, NY 11717

or call 1-866-540-7095

What is the address for submitting a shareowner proposal or a

director nomination?

Proposals and other items of business should be submitted in writing to our Corporate Secretary at our principle executive

offices: International Paper Company, Attn: Corporate Secretary, 6400 Poplar Avenue, Memphis, TN 38917.

www.internationalpaper.com / 119

Information About the Annual Meeting

What is the deadline for consideration of Rule 14a-8 shareowner

proposals for the 2027 annual meeting?

If you wish to submit a shareowner proposal to be included in our proxy statement for the 2027 annual meeting of

Shareowners, you must send the proposal to our corporate secretary International Paper Company, 6400 Poplar Avenue,

Memphis, TN 38917. We must receive the proposal in writing on or before November 27, 2026, and the proposal must

comply with SEC rules, including Rule 14a-8.

Can I nominate a director in connection with the 2027 annual meeting

of shareowners?

Yes. If you would like to make a director nomination, you must comply with the advance notice provisions set forth in

our By-Laws. Any such nomination must be received by our Corporate Secretary between January 11, 2027, and

February 10, 2027 (assuming we do not change the date of our 2027 annual meeting by more than 30 days before or

70 days after the anniversary date of our 2026 annual meeting), must include the information required by our By-Laws for

shareowner nominations (including with respect to both the shareowner proponent and the nominee), and must otherwise

comply with our By-Laws. In addition to satisfying the foregoing requirements, to comply with the universal proxy rules,

shareowners who intend to solicit proxies in support of director nominees other than the Company’s director nominees must

provide notice that sets forth the information required by Rule 14a-19(b) under the Exchange Act. To the extent any

information required by Rule 14a-19 is not required under our By-laws, it must be received no later than March 12, 2027

(60 days before the first anniversary of the 2026 annual meeting of shareowners).

You also have the ability to include a director nominee in the Company’s Proxy Statement under our “proxy access” By-Law

as explained below.

Is there a way for shareowners to include their director nominees in

the Company’s Proxy Statement?

Yes. Our “proxy access” By-Law permits a shareowner, or a group of up to 20 shareowners, owning 3 percent or more of

the Company’s outstanding common stock continuously for three years, to nominate and include in the Company’s proxy

materials director nominees constituting up to two individuals or 20 percent of the Board (whichever is greater) if these

shareowners and nominees meet the additional requirements set forth in the By-Laws. If you wish to include one or more

director nominee(s) in the Company’s proxy materials, we must receive notice between October 28, 2026, and

November 27, 2026. The notice must contain the information required by our By-Laws, and the shareowner(s) and

nominee(s) must comply with the additional requirements in our By-Laws.

Can I raise other business at the 2027 annual meeting

of shareowners?

Yes. If you would like to raise any business (other than director nominations) that is not already the subject of a proposal

submitted for inclusion in our proxy statement for the 2027 annual meeting, you may raise such business if you comply

with the advance notice provisions set forth in our By-Laws. Any such notice must be received by our Corporate

Secretary between January 11, 2027, and February 10, 2027 (assuming we do not change the date of our 2027 annual

meeting by more than 30 days before or 70 days after the anniversary date of our 2026 annual meeting), must include the

information required by our By-Laws in connection with the proposal of any such business, and must otherwise comply

with our By-Laws.

www.internationalpaper.com / A-1

Appendix A—Reconciliations of

Non-GAAP Financial Measures

The tables below present reconciliations of the non-GAAP financial measures presented in this Proxy Statement to the

most directly comparable previously reported measures calculated in accordance with U.S. generally accepted accounting

principles (“US GAAP”). For additional information regarding the special items included in the calculation of Adjusted

EBITDA as set forth below, see page 41 of our Annual Report on Form 10-K for our fiscal year ended December 31, 2025,

filed with the Securities and Exchange Commission on February 27, 2026. These non-GAAP financial measures have

limitations as analytical tools and should not be considered in isolation or as a substitute for an analysis of our results

calculated in accordance with GAAP. In addition, because not all companies use identical calculations, the Company’s

presentation of non-GAAP financial measures may not be comparable to similarly titled measures disclosed by other

companies, including companies in the same industry as International Paper. Management believes certain non-U.S. GAAP

financial measures, when used in conjunction with information presented in accordance with U.S. GAAP, can facilitate a

better understanding of the impact of various factors and trends on the Company’s financial results. Management also uses

these non-U.S. GAAP financial measures in making financial, operating and planning decisions and in evaluating the

Company’s performance.

In millions, for the fiscal years ended December 31	2025	2024
Calculation of Packaging Solutions North America Adjusted EBITDA Margin before Special Items
Business segment operating profit	$572	$891
Depreciation and amortization	1,724	786
EBITDA before special items	2,296	1,677
Less: Recycling business EBITDA	12	11
EBITDA before special items after exclusions	$2,284	$1,666
Net sales	$15,175	$14,293
Less: Trade sales	384	380
Less: Recycling business net sales	251	315
Net sales after exclusions	$14,540	$13,598
Packaging Solutions North America Adjusted EBITDA Margin before Special Items	15.7%	12.3%

Business Segment Operating Profit is defined as earnings (loss) before income taxes and equity earnings, but including the

impact of less than wholly owned subsidiaries, and excluding interest expense, net, corporate expenses, net, net special

items and non-operating pension expense. Business Segment Operating Profit at a segment level is a measure reported to

our management for purposes of making decisions about allocating resources to our business segments and assessing the

performance of our business segments and is presented in our financial statement footnotes in accordance with ASC 280.

Adjusted EBITDA and Adjusted EBITDA margin at a segment level, along with other factors, are used to evaluate the

Company's segment performance against our peers.

A-2 \ International Paper 2026 Proxy Statement

Appendix A—Reconciliations of Non-GAAP Financial Measures

In millions, for the fiscal year ended December 31	2025
Calculation of Adjusted EBITDA
Net earnings (loss)	$(3,516)
Continuing operations - Equity earnings (loss), net of taxes	(3)
Continuing operations - Income tax provision (benefit)	(533)
Discontinued operations - Income tax provision (benefit)	(235)
Continuing operations - Interest expense, net	372
Discontinued operations - Interest expense, net	(2)
Continuing operations - Special items	3,237
Discontinued operations - Special items	1,114
Continuing operations - Non-operating pension expense (income)	(12)
Discontinued operations - Non-operating pension expense (income)	4
Continuing operations - Depreciation and amortization	2,747
Discontinued operations - Depreciation and amortization	135
Other	(3)
Adjusted EBITDA	$3,311

Adjusted EBITDA is a non-GAAP financial measure defined as net earnings (loss) before continuing and discontinued

operations income taxes, equity earnings (loss), interest expense, net, net special items, non-operating pension expense

(income) and depreciation and amortization. Net earnings (loss) is the most directly comparable GAAP measure.

Management uses this non-GAAP financial measure to assess total Company performance and believes it provides

additional useful information in evaluating the Company’s performance.

In millions, for the fiscal year ended December 31	2025
Calculation of Free Cash Flow
Cash provided by (used for) operating activities	$1,698
(Less)/Add:
Capital expenditures	(1,857)
Free Cash Flow	$(159)

Free cash flow is a non-GAAP financial measure which equals cash provided by (used for) operating activities less capital

expenditures. The most directly comparable GAAP measure is cash provided by (used for) operating activities.

Management uses this measure in connection with managing our business and believes that free cash flow is useful to

investors as a liquidity measure because it measures the amount of cash generated that is available, after reinvesting in the

business, to maintain a strong balance sheet, pay dividends, repurchase stock, service debt and make investments for

future growth. It should not be inferred that the entire free cash flow amount is available for discretionary expenditures.

www.internationalpaper.com / A-3

Appendix A—Reconciliations of Non-GAAP Financial Measures

In millions, for the fiscal year ended December 31	2025
Reconciliation of Adjusted Operating Earnings Before Net Interest Expense to Net Earnings (Loss) from Continuing Operations Before Income Taxes and Equity Earnings
Earnings (loss) from continuing operations before income taxes and equity earnings	$(3,368)
Add back: Interest expense, net	372
Add back: Special items, net before taxes	3,237
Add back: Accelerated depreciation expense	958
Add back: Non-operating pension expense (income) before taxes	(12)
Add back: Global Cellulose Fibers business segment operating profit	200
Adjusted operating earnings before net interest expense, income taxes and equity earnings	1,387
Tax rate	22.9%
Adjusted operating earnings before net interest expense and equity earnings	1,069
Equity earnings (loss), net of taxes	(3)
Adjusted Operating Earnings Before Net Interest Expense	$1,066

Adjusted operating earnings before net interest expense is a non-GAAP financial measure, and the most directly

comparable GAAP measure is earnings (loss) from continuing operations before income taxes and equity earnings. The

Company calculates adjusted operating earnings before net interest expense by excluding interest expense, net,

accelerated depreciation expense, the after-tax effect of non-operating pension expense and special items, net from the

earnings reported under GAAP. Management uses this measure to focus on on-going operations and believes that it is

useful to investors because it enables them to perform meaningful comparisons of past and present operating results.

The Company considers adjusted return on invested capital (“Adjusted ROIC”), a non-GAAP financial measure, to be a

meaningful indicator of our operating performance, and we evaluate this metric because it measures how effectively and

efficiently we use the capital invested in our business. The Company defines and calculates adjusted ROIC using adjusted

operating earnings before net interest expense, a non-GAAP financial measure, in the numerator.

Adjusted ROIC = adjusted operating earnings before net interest expense / average invested capital

Average invested capital = equity (adjusted to remove pension-related amounts in OCI, net of tax) + interest-bearing debt

FAQ

What proposals are on the agenda for International Paper (IP)’s 2026 annual meeting?

Shareowners will vote on electing 11 directors, ratifying Deloitte & Touche LLP as independent auditor for 2026, and approving a non-binding resolution on Named Executive Officer compensation. The proxy also allows consideration of any other business properly brought before the meeting.

When and how can International Paper (IP) shareowners attend and vote at the 2026 annual meeting?

The meeting will be held virtually on May 11, 2026, at 11:00 a.m. Central Time via webcast. Shareowners of record as of March 12, 2026 can vote online, by telephone, by mail using a proxy card, or electronically during the live virtual meeting.

What major strategic changes does International Paper (IP) describe in this 2026 proxy statement?

International Paper highlights a multi-year transformation including the 2025 DS Smith acquisition, January 2026 sale of its Global Cellulose Fibers business, and a planned separation of its North American and EMEA packaging operations into two independent, publicly traded companies, with the EMEA spin-off expected in 12–15 months.

How did International Paper (IP)’s Packaging Solutions North America segment perform in 2025?

The company reports 2025 adjusted EBITDA growth of 37% year over year in Packaging Solutions North America, supported by above‑market volume growth in the second half, strong price realization and footprint optimization, which together drove a 340‑basis‑point margin expansion versus the prior year.

What executive compensation outcomes does International Paper (IP) report for 2025?

For 2025, Short-Term Incentive awards for corporate center participants paid at 87.9% of target based on company metrics, while 2023–2025 performance-based Long-Term Incentive Plan awards vested at 73.81% of target. The proxy emphasizes pay-for-performance and high proportions of at-risk, performance-linked compensation.

What board refreshment and governance changes does International Paper (IP) outline?

The board adopted a 12‑year term-limit policy for non‑employee directors, phasing out the prior age‑75 retirement rule after December 31, 2026. It emphasizes a refreshed, skills-based board, strong independent lead director role, proxy access, robust shareowner rights, and expanded oversight of safety, technology, cybersecurity and sustainability.

How does International Paper (IP) address sustainability and climate risk in this proxy statement?

International Paper describes sustainability as core to its strategy, referencing double materiality assessments, climate-related disclosures aligned with CDP, ISSB and TNFD, and a planned Deliver 2030 framework focused on circular design, nature-positive sourcing and climate impact, integrating these themes into governance, risk oversight and long-term value creation.