Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Carol L. Roberts, Senior Vice President Chief Financial Officer of International Paper Company (the Company), will be
retiring from the Company, effective March 31, 2017. She will no longer serve as the Companys Chief Financial Officer after the filing with the Securities and Exchange Commission of the Companys Annual Report on Form 10-K for the
year ending December 31, 2016 (the Filing).
On October 10, 2016, in recognition of Ms. Roberts long and
dedicated service to the Company, the Management Development and Compensation Committee (the Committee) of the Companys Board of Directors (the Board) approved the immediate acceleration of the vesting of 20,000
restricted shares of Company stock held by Ms. Roberts, which were originally scheduled to vest on August 1, 2018.
Glenn R.
Landau was appointed Senior Vice President Chief Financial Officer of the Company, effective upon the Filing. From January 1, 2017, until the Filing, he will serve as Senior Vice President Finance. Mr. Landau, age 48,
currently serves as the Companys Senior Vice President President, IP Latin America, a position he has held since November 2014. He previously served as Vice President President IP Latin America, from 2013 to October 2014, Vice
President Investor Relations, from 2011 to 2013, and Vice President General Manager, Containerboard and Recycling, from 2007 to 2011. He joined the Company in 1991.
On October 10, 2016, the Committee approved the following compensation-related items for Mr. Landau, effective January 1, 2017,
to reflect his new appointment:
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new annual base salary of $600,000;
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new target short-term (annual) incentive compensation under the Companys Management Incentive Plan, or MIP, of $540,000; and
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new target long-term incentive compensation under the Companys Performance Share Plan, or PSP, of $1,750,000.
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There have been no transactions since the beginning of the Companys last fiscal year, and there are no currently proposed transactions,
in which the Company was or is to be a participant and in which Mr. Landau (or any member of his immediate family) had or will have any interest, that are required to be reported under Item 404(a) of Regulation S-K. The new appointment of
Mr. Landau was not pursuant to any arrangement or understanding between him and any person, other than a director or executive officer of the Company acting in his or her official capacity.
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William P. Hoel, Senior Vice President Container The Americas, will be leaving the
Company, effective March 31, 2017. On October 10, 2016, the Committee approved a supplemental payment to Mr. Hoel, in addition to the standard payment under the Companys Salaried Employee Severance Plan, to reflect
Mr. Hoels years of service and commitment to the Company. The aggregate amount of the two payments is $2,220,000, which amount is consistent with, and within the limits set forth in, the Board Policy on Severance Agreements with Senior
Officers, adopted October 11, 2005.