8-K

INTERNATIONAL PAPER COMPANY

Date: February 28, 2025

/s/ Joseph R. Saab

Joseph R. Saab

Senior Vice President, General Counsel and Corporate Secretary

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): February 25, 2025

International Paper Company

(Exact name of registrant as specified in its charter)

Commission file number 1-3157

New York

13-0872805

(State or other jurisdiction

of incorporation)

(I.R.S. Employer

Identification No.)


6400 Poplar Avenue, Memphis, Tennessee		38197
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (901) 419-9000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1 per share par value	IP	New York Stock Exchange
	Indicate by check
Common Stock, $1 per share par value	IPC	London Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Officers; Compensatory Arrangements of Certain Officers

On February 25, 2025, the Board of Directors (the “Board”), upon recommendation from the Management Development and Compensation Committee (the “Committee”) of International Paper Company (the “Company”), appointed Timothy S. Nicholls, 63, as executive vice president and president – DS Smith, an International Paper company, leading our business in Europe, Middle East and Africa (“EMEA”), effective April 1, 2025. This is a newly created role at the Company.

In his new role, Mr. Nicholls will play a pivotal role in leading integration efforts and drive growth in the attractive EMEA region. Mr. Nicholls will oversee all operations within the EMEA region, ensure seamless integration into the Company’s existing infrastructure, and leverage synergies to enhance operational efficiency and drive strategic initiatives.

Mr. Nicholls brings a wealth of experience and knowledge having served as senior vice president and chief financial officer twice, from 2007 to 2011 and since 2018. Mr. Nicholls previously served as senior vice president - Industrial Packaging of the Americas (2017-2018), senior vice president - Industrial Packaging (2014-2016), senior vice president - Printing and Communications Papers of the Americas (2011-2014), vice president and executive project leader of IP Europe (2007), and vice president and chief financial officer - IP Europe (2005-2006). Mr. Nicholls joined International Paper in 1999 following our acquisition of Union Camp Corporation, where he had worked since 1991. He will continue reporting directly to Andrew K. Silvernail, chief executive officer and chairman of the Board.

The Company has not entered into any agreements with Mr. Nicholls or made any changes to the compensation payable to Mr. Nicholls in connection with his appointment to this new position. As previously disclosed in a Current Report on Form 8-K filed on December 13, 2024, the Committee approved an ordinary course salary increase for Mr. Nicholls in accordance with its customary incentive review practices on December 9, 2024. Additional details on Mr. Nicholls’s compensation are set forth in the Compensation Discussion & Analysis section of the Company’s 2024 proxy statement filed with the U.S. Securities and Exchange Commission on April 2, 2024.

There are no arrangements or understandings between Mr. Nicholls and any other persons pursuant to which he was selected as executive vice president and president – DS Smith. There are also no family relationships between Mr. Nicholls and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Also upon recommendation from the Committee, the Board on February 25, 2025, appointed Lance T. Loeffler, 48, as senior vice president and chief financial officer of the Company, effective April 1, 2025. Mr. Loeffler succeeds Mr. Nicholls in this role. He will report directly to Mr. Silvernail.

Mr. Loeffler joins the Company from 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). Prior to his employment with Halliburton, Mr. Loeffler was a director at Deutsche Bank Securities (2010-2014).

The Company entered an employment offer letter dated February 26, 2025 (the “Offer Letter”), with Mr. Loeffler. The Offer Letter has no specified term and Mr. Loeffler’s employment with the Company will be on an at-will basis. The material terms of the Offer Letter are summarized below. The summary does not purport to be complete and is qualified in its entirety by reference to the Offer Letter, a copy of which is attached as Exhibit 10.1 and incorporated herein by reference.

Base Salary and Bonus. Mr. Loeffler will receive an annual base salary of $850,000 and will be eligible for an annual bonus under the Company’s Annual Incentive Plan (“AIP”) with a target amount of 100% of his annual base salary. For 2025, Mr. Loeffler will receive a pro-rata portion of his bonus under the AIP, subject to achievement of the applicable performance metrics on the same terms and conditions as the Company’s Executive Leadership Team.

One-Time Inducement Equity Grant. Mr. Loeffler will receive a one-time, special “inducement grant” of restricted stock units (“RSUs”) with a grant date fair market value of $1,700,000 (“2025 Inducement RSU Award”). The target number of RSUs will be determined by dividing $1,700,000 by the Company’s closing stock price on the business day immediately preceding the grant date. The RSUs will vest ratably over three years commencing on the first anniversary of the grant date, subject to continued service on each applicable vesting date and will vest in full upon an involuntary termination of Mr. Loeffler’s employment by the Company without cause or by Mr. Loeffler for good reason (each, a “Qualifying Termination”) or due to Mr. Loeffler’s death or disability.

Long-Term Incentive Plan. Mr. Loeffler will receive a Long-Term Incentive Plan grant of performance stock units (“PSUs”) for 2025 with a grant date fair value of $3,500,000. The target number of PSUs will be determined by dividing $3,500,000 by the Company’s average closing stock over the 20 business days immediately preceding the grant date adjusted by a Monte Carlo factor to value the award more accurately since it is earned based on a market condition. The PSUs will be eligible to vest on the third anniversary of the grant date, subject to achievement of the applicable performance metrics and Mr. Loeffler’s continued service on such date.

Severance Terms. In the event Mr. Loeffler experiences a Qualifying Termination, he will be entitled to the payments and benefits set forth in the Company’s Executive Severance Plan for Tier II Participants, including (i) a lump sum cash severance payment equal to one and a half times the sum of his base salary and target bonus under the AIP, (ii) a pro-rata annual bonus based on actual performance in the year of termination, (iii) health and welfare benefit continuation for a period of 18 months and (iv) outplacement services for a period of 12 months. In addition, in the event Mr. Loeffler’s employment is terminated by the Company due to a Qualifying Termination or due to divestiture, death, disability, or retirement after reaching age 65, Mr. Loeffler’s (i) outstanding and unvested PSUs will vest pro-rata based on the number of months Mr. Loeffler was in active service during the applicable performance period and subject to the achievement of the applicable performance metrics and (ii) outstanding and unvested RSUs will vest in full.

In the event that Mr. Loeffler experiences a Qualifying Termination, dies, becomes disabled or retires within two years of a change in control of the Company, Mr. Loeffler’s cash severance will be two times the sum of his base salary and target AIP and he will receive two years of Company-subsidized health and welfare benefits continuation and outplacement services.

Other Benefits. Mr. Loeffler will be eligible to participate in the benefit programs available to executive officers of the Company, including, without limitation, participation in the Company’s 401(k) plan and nonqualified deferred compensation savings plan. Mr. Loeffler will also be provided with the Company’s standard relocation benefits.

There are no arrangements or understandings between Mr. Loeffler and any other persons pursuant to which he was selected as chief financial officer. There are also no family relationships between Mr. Loeffler and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Except as set forth above, the Company has not entered into any agreements with Mr. Loeffler in connection with his appointment.

SECTION 8. OTHER EVENTS.

Item 8.01.

Other Information.

On February 28, 2025, the Company issued a press release announcing the promotion of Mr. Nicholls to executive vice president and president – DS Smith and the appointment of Mr. Loeffler as the chief financial officer as described above. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.

Item 9.01(d).

Exhibits.

The following exhibits are filed as part of this report:


Exhibit No.		Description

10.1		Employment Offer Letter dated February 26, 2025, between International Paper Company and Lance T. Loeffler.

99.1		Press release dated February 28, 2025.

104		Cover Page Interactive Data File (embedded within Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 10.1

LOGO

ANDY SILVERNAIL

CHIEF EXECUTIVE OFFICER

AND CHAIRMAN OF THE BOARD

6400 POPLAR AVENUE

MEMPHIS, TN 38197

T 901-419-7206

February 24, 2025

Mr. Lance T. Loeffler

Dear Lance:

On behalf of International Paper, I am pleased to extend an offer of employment to you for the position of Senior Vice President, Chief Financial Officer at a salary of $850,000 per year, paid once per month at $70,833 per pay period. You will also receive five (5) weeks of vacation upon your start date.

You will receive a one-time 2025 Inducement Restricted Stock Unit Award with a grant date fair market value of $1,700,000 to be granted as soon as administratively practical following your start date. The target number of units will be determined by dividing $1,700,000 by the closing stock price of the business day immediately preceding the grant date. The award will be earned ratably over three years commencing on the first anniversary of the grant, subject to continued service, with accelerated vesting upon an involuntary termination without cause, voluntary termination for good reason¹, death, or disability.

You will be eligible to participate in International Paper’s short-term cash incentive plan, the Annual Incentive Plan (AIP). The 2025 annual target award for your position is $850,000. The actual award is determined at the end of each year based on company performance and your individual performance. Your eligibility for an award, as well as the exact amount, will be reviewed each year by the Management Development and Compensation Committee with a determination made based on market positioning, individual and company performance and other factors deemed relevant, all in a timing and manner consistent with other members of the Executive Leadership Team. The 2025 AIP goals will be approved in 2025 and the final earned award will be paid in February 2026. For 2025, you will receive a pro-rata portion of the AIP, subject to performance metrics on the same terms and conditions as the International Paper Executive Leadership Team.

You also will be eligible to participate in International Paper’s Long-Term Incentive Plan (LTIP), our long-term, equity-based incentive compensation plan. For 2025, you will receive a grant of Performance Stock Units (PSUs) with a grant date fair value of $3,500,000, subject to performance metrics on the same terms and conditions as the Executive Leadership Team. This grant will be awarded as soon as administratively practical following your start date. The target number of units will be determined utilizing the 20-trading day average of the closing stock price of a share of the Company’s common stock immediately preceding the grant date.

¹	As defined in Change-in-Control agreement.

Lance Loeffler

Offer Letter

February 24, 2025

Page 2 of 4

You will be provided with current employee relocation benefits in accordance with International Paper’s applicable relocation practices.

In the event of a qualifying termination, which includes involuntary termination without cause and voluntary termination for good reason, and subject to your execution and delivery of a release of claims in the form customarily used by the International Paper (the “Release Condition”), you will be entitled to receive a lump sum severance payment equal to 1.5 times the sum of your then current base salary and target AIP opportunity for the then applicable plan year. You shall also receive (i) a pro-rated bonus for your services in the year of termination, based on actual performance, as determined in accordance with the applicable terms and conditions of the AIP for such plan year (other than any continued service obligation), with actual performance determined in a manner no less favorable than that applicable to members of International Paper’s Executive Leadership Team generally and with any subjective or individual performance metrics deemed fully satisfied, (ii) health and welfare benefit plan continuation for a period of 18 months following your termination, on the same terms and conditions (including employer subsidy) as though you continued to be employed and (iii) outplacement services in accordance with the our practices for senior executives. Notwithstanding the foregoing, in the event that your employment is terminated with International Paper upon or within two years following the occurrence of a Change in Control by International Paper without Cause or by you voluntarily for Good Reason (as each such term is defined in our form of Change in Control Agreement for senior officers), and subject to your compliance with the Release Condition, you shall receive a lump sum severance payment equal to 2 times the sum of your then current base salary and target AIP opportunity for the applicable plan year, and health and welfare benefit plan continuation for a period of two years following your termination of employment. To the extent that any such health or welfare benefit continuation cannot be provided under applicable law or without a substantial penalty to International Paper and/or its affiliates or the other participants in the applicable plan, program or arrangement, International Paper shall either provide you with a substantially equivalent benefit or pay you an amount equal to the cost of providing such coverage, without any associated tax gross-up.

In the event of your termination of employment for any reason, treatment of any outstanding equity awards (including with respect to a termination occurring following a Change in Control of International Paper, as defined in the immediately preceding paragraph) will be determined in accordance with the applicable terms and conditions of the applicable award, which will be the same as applies generally to awards to other members of the our Executive Leadership Team, except to the extent specifically provided above with respect to the 2025 Inducement Restricted Stock Unit Award.

Lance Loeffler

Offer Letter

February 24, 2025

Page 3 of 4

You will also be subject to such share ownership requirements established by the Board or the MDCC, as shall be in effect from time to time. Currently, the share ownership requirement for a Senior Vice President is ownership of shares of the International Paper common stock having a market value equal to three times your annual base salary, as in effect from time to time.

This offer of employment is contingent upon (i) the Management Development and Compensation Committee approving your compensation package; (ii) the Board of Directors, upon recommendation from the Governance Committee, appointing you as a Section 16 officer and Executive Officer of the Company and (ii) successful completion of a drug screen, background investigation, and the verification of your eligibility for employment, and (iii) your willingness to sign both a non-compete and non-solicitation agreement.

All new employees are required by federal law to complete an I-9 Employment Eligibility Verification Form. To comply with this requirement, International Paper participates in the federal E-Verify program, which is an electronic system established by the Department of Homeland Security and the Social Security Administration to verify identity and employment eligibility. Upon employment, you will receive an e-mail from the company’s external vendor, Sterling Info Systems, Inc., with a personal login, password, and instructions that will enable you to complete Section 1 of the I-9 Form.

You must use E-Verify to complete Section 1 of the I-9 form on-line before your start date, or on your first day of employment. On your first day of work but no later than three days after you start, you will need to present originals of acceptable documentation (e.g., U.S. passport, permanent resident alien card, drivers’ license) to verify your identity and eligibility to work in the United States. A complete list of acceptable documents will be provided to you with the I-9 Form.

You and International Paper agree that this offer (together with the other agreements referred to herein) constitutes the entire agreement and supersedes all prior agreements or understandings, whether oral or written, between you and International Paper with respect to this offer. Any modifications to this offer must be in writing and signed by you and an authorized employee or agent of International Paper. This offer may be signed in counterparts with the same effect as if the signatures hereto and thereto were upon the same instrument. This offer may be transmitted and/or signed by facsimile, digital, or electronic transmission and/or signature. This offer is governed by and will be construed in accordance with the laws of the State of Tennessee.

Please take the time to review this offer Letter and address any questions you may have to me. To confirm your acceptance of our offer, please sign the original copy of this letter and return it to me by February 26, 2025. Please retain a copy of this offer for your files.

I am delighted that you are considering employment with International Paper, and I believe that you will find this opportunity to work with us to be personally and professionally rewarding.

Lance Loeffler

Offer Letter

February 24, 2025

Page 4 of 4

Sincerely,

/s/ Andy Silvernail

Andy Silvernail

Chief Executive Officer

and Chairman Of The Board

Enclosures:

IP Current Employee Relocation Policy August 2023

Benefits Overview

Healthcare Guide

2025 Rates and Contributions


/s/ Lance T. Loeffler
Confirmation of Acceptance		Date February 26, 2025
Lance T. Loeffler

Exhibit 99.1

LOGO

News Release

International Paper Names New Leaders

Tim Nicholls named Executive Vice President and President of DS Smith, an International Paper company

Lance Loeffler named Senior Vice President and Chief Financial Officer

MEMPHIS, Tenn.—February 28, 2025 – International Paper (NYSE: IP; LSE: IPC) today announced changes to its executive leadership team.

Tim Nicholls has been named Executive Vice President and President of DS Smith, an International Paper company, reporting to Chairman and Chief Executive Officer Andy Silvernail. Tim has more than 30 years of industry experience including a variety of business and finance leadership roles. He has served as the CFO of International Paper since 2018 and also held the CFO role from 2007 to 2011. From 2014 to 2018, Tim led IP’s Packaging business in North and South America and earlier in his career he was based in Europe as the VP and CFO for IP Europe. He led the IP side of the integration planning for the combination with DS Smith and served as the interim leader of the combined business in EMEA since the close of the transaction.

“Tim is an exceptional leader with a passion for people and results. I look forward to working with him in this new leadership role where he can continue to build a strong team that will drive excellence,” said Silvernail.

Lance Loeffler will join International Paper as Senior Vice President and Chief Financial Officer (CFO), reporting to Silvernail. Throughout his more than 25-year career, he has worked in finance, strategy and business leadership roles at UBS Investment Bank, Deutsche Bank Securities and Halliburton. At Halliburton he served as CFO for four years and most recently was the SVP, Middle East and North Africa Region. Loeffler holds an MBA with concentrations in finance and accounting and a bachelor’s degree in finance from Red McCombs School of Business at The University of Texas at Austin.

“We are thrilled to have Lance join the IP team,” Silvernail added. “Lance is an effective and experienced CFO and public company leader with a proven track record of performance. He will be an incredible asset in supporting International Paper’s transformational journey as a leading producer of sustainable packaging solutions in North America and EMEA.”

About International Paper

International Paper (NYSE: IP; LSE: IPC) is the global leader in sustainable packaging solutions. With company headquarters in Memphis, Tennessee, USA, and EMEA (Europe, Middle East and Africa) headquarters in London, UK, we employ more than 65,000 team members and serve customers around the world with operations in more than 30 countries. Together with our customers, we make the world safer and more productive, one sustainable packaging solution at a time. Net sales for 2024 were $18.6 billion. In 2025, International Paper acquired DS Smith creating an industry leader focused on the attractive and growing North American and EMEA regions. Additional information can be found by visiting www.internationalpaper.com

Media Contact:

Amy Simpson

901-419-4964

[email protected]