SLVM 8-K
Sylvamo Corp (SLVM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Chief Executive Officer Succession
On April 15, 2025, Jean-Michel Ribiéras notified the Board of Directors (“Board”) of Sylvamo Corporation (“Sylvamo”) of his decision to retire as Chief Executive Officer, effective December 31, 2025 (“Effective Date”). Mr. Ribiéras’ decision to retire is not due to any disagreement with Sylvamo, management or the Board or any committee thereof on any matter related to Sylvamo’s operations, policies or practices. Mr. Ribieras will be entitled to such payments, benefits and vesting of outstanding equity awards upon retirement as are provided for the Chief Executive Officer under Sylvamo’s compensation and benefit plans and the respective terms and conditions applicable to his outstanding equity awards, as previously disclosed in Sylvamo’s definitive proxy statement filed with the Securities and Exchange Commission (“SEC”) on April 4, 2025 (“Proxy Statement”).
Also as previously disclosed in the Proxy Statement, Mr. Ribiéras is standing for re-election at Sylvamo’s 2025 Annual Meeting of Shareowners (“Annual Meeting”) to be held on May 15, 2025. Mr. Ribiéras will remain a nominee for election as director at the Annual Meeting, and, if re-elected by shareowners at the Annual Meeting, Mr. Ribiéras will continue to serve as Chairman of the Board until the Effective Date.
In addition, on April 15, 2025, the Board elected John V. Sims as Senior Vice President and Chief Operating Officer, effective May 1, 2025 and for a transition period ending on the Effective Date, and as Chief Executive Officer, to succeed Mr. Ribiéras, effective January 1, 2026.
For his service as Senior Vice President and Chief Operating Officer, Mr. Sims’s compensation will remain materially the same as the compensation that he currently receives as Senior Vice President and Chief Financial Officer. The terms of his compensation as Chief Executive Officer are expected to be determined and approved by the independent directors of the Board at a later date, and in any event prior to December 31, 2025, and will be disclosed in an amendment to this Current Report on Form 8-K.
Mr. Sims, age 62, has served as Senior Vice President and Chief Financial Officer of Sylvamo since its spin-off from International Paper Company (“International Paper”) in October 2021, and, prior to the spin-off, he served in various leadership positions at International Paper, including most recently as Senior Vice President, Corporate Development.
There are no related party transactions between Sylvamo and Mr. Sims that require disclosure under Item 404(a) of Regulation S-K, nor does Mr. Sims have any family relationship with any director, executive officer or person nominated or chosen by Sylvamo to become a director or executive officer that requires disclosure under Item 401(d) of Regulation S-K.
Appointment of Senior Vice President and Chief Financial Officer
On April 15, 2025, the Board elected Don Devlin as Senior Vice President and Chief Financial Officer of Sylvamo, effective May 1, 2025. Mr. Devlin, 60, joins Sylvamo from International Paper, where he gained over 25 years of business experience and held numerous leadership and finance positions, most recently as Vice President – Transformation and Strategy Deployment (since 2024) and Vice President – Finance and Strategy (2020-2024). He also served from 2021 through 2023 on the board of directors of a former affiliate of International Paper, Ilim Group, a pulp, paper and corrugated box manufacturer based in Russia.
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As Sylvamo’s Senior Vice President and Chief Financial Officer, Mr. Devlin will be employed on an at-will basis with no specified term. The material terms of his compensation and benefits for such service are outlined below.
Base Salary.
Mr. Devlin will receive an annual base salary of $540,000.
Sign-On RSUs.
Mr. Devlin will receive a one-time award of time-based restricted stock units (“RSUs”) under Sylvamo’s 2021 Incentive Compensation Plan, with a value of $510,000 and grant date of June 1, 2025.
2025 Annual Incentive Plan Award.
Mr. Devlin will participate in Sylvamo’s 2025 Annual Incentive Plan (“2025 AIP”), with a target award amount of 75% of base salary, prorated to 50% of base salary to reflect his eight months of employment at Sylvamo in 2025. The amount of the award paid, if any, to Mr. Devlin under the 2025 AIP will be based upon the level of achievement of the 2025 AIP performance metrics, as approved by the Management Development and Compensation Committee, and subject to such other terms and conditions as set forth in the 2025 AIP, a copy of which is filed as Exhibit 10.21 to Sylvamo’s Annual Report on Form 10-K filed with the SEC on February 20, 2025 (“2024 Form 10-K”).
2025 Long-Term Incentive Plan Award.
Mr. Devlin will receive an award under Sylvamo’s 2025 Long-Term Incentive Plan (“2025 LTIP”), consisting of time-based and performance-based RSUs with an aggregate target value of $1,239,000 and grant date of June 1, 2025. The RSUs will be granted pursuant to Sylvamo’s 2021 Incentive Compensation Plan.
Both the initial and annual RSU awards will be subject to such terms and conditions as will be set forth in their respective award agreements, the form of which is filed as Exhibit 10.19 to Sylvamo’s 2024 Form 10-K.
Participation in Other Company Plans.
Mr. Devlin will be entitled to participate in the same health, welfare and retirement programs available to eligible salaried U.S. employees. He also will be entitled to participate in Sylvamo’s 2021 Executive Severance Plan, which provides severance payments and benefits to all U.S.-based executive officers in the event of a termination of employment under certain scenarios. A copy of the 2021 Executive Severance Plan is filed as Exhibit 10.22 to Sylvamo’s 2024 Form 10-K.
Other Information.
There are no related party transactions between Sylvamo and Mr. Devlin that require disclosure under Item 404(a) of Regulation S-K, nor does Mr. Devlin have any family relationship with any director, executive officer or person nominated or chosen by Sylvamo to become a director or executive officer that requires disclosure under Item 401(d) of Regulation S-K.
| Item 7.01 | Regulation FD. |
On April 16, 2025, Sylvamo issued a press release announcing the Chief Executive Officer succession plan and the appointments disclosed in Item 5.02 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit Number |
Description | |
| 99.1 | Press Release dated April 16, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: April 16, 2025 | Sylvamo Corporation | |||||
| By: | /s/ Matthew Barron | |||||
| Name: | Matthew Barron | |||||
| Title: | Senior Vice President and Chief Administrative and Legal Officer | |||||
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Exhibit 99.1
Media Contact: Adam
Ghassemi 901-519-8115 |
NEWS RELEASE
Sylvamo Announces CEO, CFO Transition Plan
MEMPHIS, Tenn. – April 16, 2025 – Sylvamo (NYSE: SLVM), the world’s paper company, is announcing Jean-Michel Ribiéras, chairman and chief executive officer, will retire Dec. 31.
John Sims, who currently serves as senior vice president and chief financial officer, has been elected chief operating officer by the company’s board of directors, effective May 1. As COO, Sims will lead commercial and operational functions, while Ribiéras continues to lead corporate functions until his retirement. Sims will then become Sylvamo’s next CEO Jan 1, 2026.
Don Devlin has been elected senior vice president and CFO to succeed Sims, effective May 1. Devlin joins Sylvamo from International Paper, where he held numerous leadership and finance positions, most recently serving as vice president, transformation and strategy deployment.
“I would like to thank Jean-Michel for his leadership in building Sylvamo, the world’s paper company, into what it is today. We are very pleased with the company’s performance during his tenure and wish him a well-earned retirement,” said David Petratis, lead independent director, who has served on the Sylvamo board of directors since 2021. “The company is well positioned to continue to succeed under John’s leadership as he has been key to Sylvamo’s performance. We also have no doubt Don will leverage his impressive experience to help guide Sylvamo into the future.”
“It has been an honor to lead Sylvamo,” Ribiéras said. “I thank our board, senior management team and talented teams around the world for their dedication and outstanding contributions in pursuit of our vision to be the employer, supplier and investment of choice. I am so proud of all we have accomplished together and know John will continue to amplify Sylvamo’s success.”
About Jean-Michel Ribiéras
Jean-Michel Ribiéras became Sylvamo’s first chairman and CEO in 2021, at the company’s inception as a spinoff from International Paper. His more than 35-year career in paper and packaging spans three continents, multiple businesses and a variety of leadership roles.
Ribiéras also serves on the boards of LP Building Solutions, the American Forest & Paper Association and the U.S.-Brazil CEO Forum. He previously served on the board of the Brazil Pulp & Paper Association. He holds a bachelor’s degree in management from École Supérieure des Dirigeants d’Enterprise (France) and a master’s degree in marketing from the University of Hartford.
About John Sims
John Sims became Sylvamo’s first senior vice president and CFO in 2021, at the company’s inception as a spinoff from International Paper. He joined International Paper in 1994 after serving as an officer in the U.S. Navy. During his 27-year career with International Paper, he gained extensive experience in the printing papers and packaging businesses in North America and Europe. He held numerous leadership roles, including vice president and general manager, North American Papers, senior vice president and president, Europe, Middle East, Africa and Russia and senior vice president, Corporate Development.
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Sims served on the Confederation of European Paper Industries Board from 2016 to 2019. He has a bachelor’s degree in mechanical engineering from the United States Naval Academy and a Master of Business Administration from the University of Michigan.
About Don Devlin
Don Devlin has extensive international leadership experience with a track record of building teams, developing strategic plans and delivering results in diverse and challenging environments.
Devlin comes to Sylvamo from International Paper, where he joined in 1998. He held numerous leadership positions, including vice president, finance and strategy, North American Industrial Packaging, president, International Paper India, finance director, European Papers and, most recently, vice president, transformation and strategy deployment. He has a bachelor’s degree in business administration from Siena College.
About Sylvamo
Sylvamo (NYSE: SLVM) is the world’s paper company with mills in Europe, Latin America and North America. Our vision is to be the employer, supplier and investment of choice. We transform renewable resources into papers that people depend on for education, communication and entertainment. Headquartered in Memphis, Tennessee, we employ more than 6,500 colleagues. Net sales for 2024 were $3.8 billion. For more information, please visit Sylvamo.com.
Forward-Looking Statements
This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Any or all forward-looking statements may turn out to be incorrect, and actual future actions and events could differ materially from what the forward-looking statements express or imply, because they involve known and unknown risks, uncertainties and other factors, many of which are beyond our control. These risks, uncertainties, and other factors include those disclosed in the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended Dec. 31, 2024, filed with the U.S. Securities and Exchange Commission (SEC) and in our subsequent filings with the SEC, available on our website, Sylvamo.com. These forward-looking statements reflect our current expectations, and we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.
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