INTERNATIONAL PAPER (IP)
Sector: Materials
2026 Annual Meeting Analysis
INTERNATIONAL PAPER · Meeting: May 11, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of 11 Directors
Beggs joined in 2024 and is within the 24-month new-director exemption window, so the TSR trigger does not apply; she has relevant CFO experience and serves on appropriate committees.
Connor has served since 2017, but IP's 3-year TSR underperformance vs. the disclosed peer group median is -33.7pp, which falls short of the 35pp trigger threshold for low-positive absolute TSR, so no TSR flag applies; he brings strong CEO and manufacturing expertise as Lead Director.
Dorduncu has served since 2011 and his tenure fully overlaps the performance period, but the 3-year peer underperformance gap of -33.7pp does not reach the 35pp trigger threshold, so no TSR flag fires; he brings relevant international packaging and manufacturing experience.
Gustafsson has served since 2019 and his tenure covers the full 3-year period, but the -33.7pp peer underperformance gap does not meet the 35pp trigger threshold; he holds two outside public board seats (Zebra Technologies and NetApp), which is below the overboarding threshold for a non-executive director.
Hinman has served since 2017 and her tenure fully overlaps the performance period, but the -33.7pp peer underperformance gap does not reach the 35pp trigger threshold; she brings strong CEO and engineering/environmental expertise.
Lewis has served since 2017 and his tenure fully overlaps the performance period, but the -33.7pp peer underperformance gap does not reach the 35pp trigger threshold; he brings relevant global operations and leadership experience.
Robbie joined in February 2025 and is well within the 24-month new-director exemption window, so the TSR trigger does not apply; he brings deep financial and packaging industry expertise from his DS Smith background.
Silvernail joined as CEO and director in 2024 and is within the 24-month new-director exemption window, so the TSR trigger does not apply; as the operating CEO he is directly accountable for the company's ongoing transformation.
Sullivan has served since 2017 and her tenure fully overlaps the performance period, but the -33.7pp peer underperformance gap does not reach the 35pp trigger threshold; she brings sustainability and technology expertise relevant to the board's oversight mandate.
Tozier joined in 2024 and is within the 24-month new-director exemption window, so the TSR trigger does not apply; he brings strong CFO and financial expertise as a certified public accountant.
Vincent has served since 2021 and his tenure overlaps most of the 3-year performance period, but the -33.7pp peer underperformance gap does not reach the 35pp trigger threshold; he brings relevant consumer and manufacturing leadership experience.
All 11 director nominees receive a FOR vote. IP's 3-year stock return of +13.4% is in the low-positive band (0–20%), which requires peer underperformance of at least 35 percentage points to trigger an AGAINST vote. IP's actual 3-year underperformance versus its disclosed compensation peer group median is -33.7pp — just below the 35pp threshold — so the TSR trigger does not fire for any director. Five directors (Beggs, Robbie, Silvernail, Tozier, and Loeffler-era hires) are also protected by the 24-month new-director exemption. No overboarding, attendance, independence, or qualification concerns were identified.
Say on Pay
✓ FORCEO
Andrew K. Silvernail
Total Comp
$14,838,324
Prior Support
97%%
CEO total compensation of approximately $14.8 million is broadly in line with benchmarks for a large-cap industrial/packaging company at IP's market cap, and the pay structure is strongly performance-oriented — 93% of CEO target pay is at-risk through annual incentives and long-term equity awards tied to financial metrics and relative total shareholder return. The 2023–2025 long-term performance awards vested at only 73.81% of target (driven by ROIC missing its goal entirely), demonstrating that the incentive structure does penalize underperformance and pay is not guaranteed regardless of outcomes. Prior year Say on Pay support was 97%, there is a meaningful clawback policy in place, and the company has transitioned its long-term awards entirely to relative TSR-based performance stock awards, which strongly aligns executive outcomes with shareholder experience.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
23 yrs
Audit Fees
$20,199,000
Non-Audit Fees
$8,917,000
Deloitte has served as IP's auditor since 2002 (approximately 23 years), which is below the 25-year tenure threshold that would trigger a No vote. Non-audit fees (audit-related fees of $3,616k + tax fees of $5,149k + other fees of $152k = $8,917k) represent approximately 44% of core audit fees of $20,199k, which is below the 50% threshold; the large spike in total fees in 2025 is explained by the DS Smith acquisition integration and additional statutory audits, which is a clear one-time context. No material restatements were disclosed, and Deloitte is a Big 4 firm appropriate for a company of IP's size and complexity.
Overall Assessment
This is a clean annual meeting ballot with three standard proposals — director elections, auditor ratification, and Say on Pay — and no stockholder proposals. All three proposals receive a FOR vote determination: IP's stock underperformance versus its peer group falls just short of the policy trigger threshold for directors, the auditor relationship is within acceptable tenure and fee ratio bounds, and the executive compensation program is genuinely performance-linked with strong prior shareholder support.
Compensation Peer Group
18 companies disclosed in 2026 proxy filing