Sector: Materials
INTERNATIONAL PAPER · Meeting: May 11, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of 11 Directors
Joined the board in 2024 (within 24 months), so is exempt from the TSR trigger; brings relevant financial expertise as a sitting CFO of a public company with no overboarding or attendance concerns.
IP's 3-year return of 18.9% is in the low-positive tier, requiring a 50-percentage-point gap versus the XLY ETF benchmark to trigger a no vote; the actual gap of -33.6pp does not meet that threshold, so no TSR concern applies; holds two outside public board seats (Yum! Brands and Eaton, though Eaton ended 2022), which is within the non-executive director limit of four.
Long-tenured director since 2011, but the 3-year TSR underperformance gap of -33.6pp versus the XLY ETF falls short of the 50pp threshold needed to trigger a no vote in the low-positive TSR tier; no other disqualifying factors identified.
Director since 2019; the 3-year TSR gap of -33.6pp vs. the XLY ETF does not reach the 50pp trigger threshold; serves on two outside public boards (Zebra Technologies and NetApp), which is within the four-board limit for non-executive directors.
Director since 2017; the 3-year TSR underperformance of -33.6pp versus the XLY ETF does not meet the 50pp threshold required to trigger a no vote; serves on one outside public board (Dow Inc.), well within limits.
Director since 2017; the -33.6pp 3-year TSR gap versus the XLY ETF falls below the 50pp trigger threshold; no outside public board seats and no other disqualifying factors.
Joined the board in February 2025, which is within the 24-month new-director exemption window, so the TSR trigger does not apply; one outside public board seat (easyJet) is within limits.
CEO and executive director since 2024, which is within the 24-month new-director exemption, so the TSR trigger does not apply; serves on one outside public board (Stryker), which is within the two-board limit for sitting CEOs.
Director since 2017; the 3-year TSR underperformance of -33.6pp versus the XLY ETF does not reach the 50pp threshold needed to trigger a no vote; no current outside public board seats and no other disqualifying factors.
Joined the board in 2024, which is within the 24-month new-director exemption window, so the TSR trigger does not apply; serves on one outside public board (Ashland Inc.), within limits.
Director since 2021; the 3-year TSR gap of -33.6pp versus the XLY ETF falls below the 50pp trigger threshold; no outside public board seats and no other disqualifying factors.
All 11 director nominees receive a FOR vote. IP's 3-year stock return of 18.9% puts it in the low-positive TSR tier, which requires the company to trail the XLY consumer cyclicals ETF benchmark by at least 50 percentage points to trigger against votes for tenured directors; the actual gap is only -33.6pp, so the threshold is not met. Four directors (Beggs, Robbie, Silvernail, and Tozier) joined within the past 24 months and are exempt from the TSR trigger entirely. No overboarding, attendance failures, independence concerns, or familial relationship issues were identified across the slate.
CEO
Andrew K. Silvernail
Total Comp
$14,838,324
Prior Support
97%%
The prior Say-on-Pay vote received approximately 97% support in 2025, well above the 70% threshold that would require visible changes; no changes were needed and the program structure remains shareholder-aligned. The CEO's total compensation of approximately $14.8 million is consistent with market expectations for a CEO of a large-cap industrial/consumer packaging company of IP's size, and 93% of his pay is variable and tied to company or stock performance, satisfying the policy's pay-mix requirements. The incentive plan uses meaningful multi-year performance conditions — including relative total shareholder return and adjusted EBITDA — and the 2023-2025 long-term award paid out at only 73.81% of target, reflecting actual performance rather than automatic full vesting, which demonstrates genuine pay-for-performance alignment.
Auditor
Deloitte & Touche LLP
Tenure
23 yrs
Audit Fees
$20,199,000
Non-Audit Fees
$8,917,000
Non-audit fees (audit-related fees of $3,616,000 + tax fees of $5,149,000 + other fees of $152,000 = $8,917,000) represent approximately 44% of audit fees of $20,199,000, which is below the 50% threshold that would trigger a no vote; Deloitte has served as auditor since 2002 (approximately 23 years), which is just under the 25-year tenure threshold; the higher 2025 audit fees are explained by the DS Smith acquisition adding statutory audit work, a reasonable one-time driver; no material restatements were disclosed and Deloitte is a Big 4 firm appropriate for a company of IP's size and complexity.
The 2026 International Paper annual meeting contains three standard proposals: election of 11 directors, ratification of Deloitte & Touche as auditor, and a Say-on-Pay advisory vote on executive compensation. All three receive FOR votes — the director TSR trigger does not fire because IP's -33.6pp underperformance versus the XLY ETF falls short of the 50pp threshold applicable to its low-positive 3-year return, the auditor's non-audit fee ratio of 44% is below the 50% cap and tenure of approximately 23 years is below the 25-year limit, and the executive compensation program shows strong pay-at-risk design with 97% prior-year shareholder support.
