Table of Contents

Information About Annual Meeting

If you are voting by mail, by telephone or via the Internet, prior to the meeting, but still wish to attend the meeting (whether remotely or in person), follow the instructions on the Notice of Internet Availability or proxy card or via the Internet (www.proxyvote.commaterials.proxyvote.com/460146) to tell us that you plan to attend.Shareowners attending in person must bring proof of ownership and valid photo identification in order to be admitted to the meeting. Shareowners attending virtually must have the 16-digit control number printed on the Notice of Internet Availability or proxy card to vote electronically and ask questions during the annual meeting.

If you hold your shares in street name and you decide to attend in person, you must bring to the annual meeting a copy of your bank or brokerage statement evidencing your ownership of International Paper common stock as of the record date.

What happens if the annual meeting is postponed or adjourned?

Your proxy will still be valid and may be voted at the postponed or adjourned meeting. You will still be able to change or revoke your proxy until it is voted.

12

2019 Proxy Statement

Table of Contents

Information About Annual Meeting

Can I change or revoke my proxy?

Yes, you may change your vote or revoke your proxy at any time at or before the annual meeting. If you are a holder of record, you may change your vote or revoke your proxy through any of the following means:

You must obtain a ballot and vote at the annual meeting to revoke your proxy.

If you hold your shares in street name, you may change your voting instructions by contacting your broker, bank or other holder of record prior to the annual meeting or by voting virtually or in person at the annual meeting pursuant to a power of attorney or proxy from your bank or broker.

What if I do not indicate my vote for one or more of the matters on my proxy card?

If you are a holder of record and you return a signed proxy card without indicating your vote, your shares will be voted as follows:

If you are a holder of record and you do not return a proxy card or vote at the annual meeting, your shares will not be voted and will not count toward the quorum requirement to hold the annual meeting.

If your shares are held in street name and you do not give your bank or broker instructions on how to vote, your shares will still be counted toward the quorum requirement for the annual meeting. The failure to instruct your bank or broker how to vote will have one of three effects on the proposals for consideration at the annual meeting, depending upon the type of proposal. For all voting items, other than Item 2 to ratify our independent registered public accounting firm for 2019,2020, absent instructions from you, the bank or broker may not vote your shares at all and your shares will be considered broker non-votes. For Item 2, however, the broker may vote your shares at its discretion. For Item 1, a broker non-vote will have no effect on the outcome of the proposal. For Items 3 and 4, a broker non-vote will have the same effect as a vote against the proposal.

If you hold shares in the International Paper Company Savings Plan and you do not provide voting instructions, the trustee will vote your shares at its discretion.

Will my vote be confidential?

Yes. Your vote is confidential and will not be disclosed to our directors or employees, unless in accordance with law.

Table of Contents

Information About Annual Meeting

Will our directors attend the annual meeting?

Yes. The Company’sCorporate Governance Guidelinesstate that directors are expected to attend our annual meeting. In light of the fact that we will be holding a hybrid annual meeting this year as the result of public health and safety concerns arising from the outbreak of the coronavirus (COVID-19), we expect that some or all of our directors may be in attendance at the meeting via the Internet.

Who will be soliciting proxies on our behalf?

The Company pays the cost of preparing proxy materials and soliciting your vote. Proxies may be solicited on our behalf by our directors, officers or employees by telephone, electronic or facsimile transmission or in person, without compensation. We have hired Alliance Advisors, LLC to solicit proxies for an estimated fee of approximately $25,000, plus expenses.

Table of Contents

Information About Annual Meeting

What is householding?

We have adopted “householding,” a procedure by which shareowners of record who have the same address and last name and do not participate in electronic delivery will receive only one copy of the Notice of Internet Availability or the proxy materials unless one or more of these shareowners notifies us that they wish to continue receiving individual copies. This procedure saves us printing and mailing costs. Shareowners will continue to receive separate proxy cards.

We will deliver promptly, upon written or oral request, a separate copy of the Notice of Internet Availability or the proxy materials to a shareowner at a shared address to which a single copy of the documents was delivered. To request separate copies of the Notice of Internet Availability or the proxy materials, either now or in the future, please send your written request to Investor Relations, International Paper, 6400 Poplar Avenue, Memphis, TN 38197, or call (866) 540-7095. You may also submit your request on our website,www.internationalpaper.com, under the“Performance”tab at the top of the page followed by the“Contact Us”link and then the“Financial Requests”link.

How do I change future proxy delivery options?

If you hold your shares in street name and wish to receive separate copies of future Notices of Internet Availability or sets of proxy materials or if you currently receive multiple copies of the Notice of Internet Availability or multiple sets of proxy materials, and would like to receive a single copy or set, please send your written request to:

Broadridge Financial Solutions, Inc.

Householding Dept.
51 Mercedes Way
Edgewood, NY 11717
or call 1-866-540-7095

Communicating with the Board

How do I communicate with the Board?

YouShareowners or other interested parties may communicate with our entire Board, the Chairman, the independent directors as a group, the Presiding Director, or any one of the directors by writing to Ms. Sharon R. Ryan, Senior Vice President, General Counsel, and Corporate Secretary, at the address set forth below. Ms. Ryan will forward all communications relating to International Paper’s interests, other than business solicitations, advertisements, job inquiries or similar communications, directly to the appropriate director(s).

In addition, as described in detail under “Board Oversight of the Company - Code of Conduct,” our Global Ethics and Compliance office has aHelpLinethat is available 24 hours a day, seven days a week, to receive calls, emails, and letters to report a concern or complaint, anonymous or otherwise.

Direct all Board correspondence to:

Corporate Secretary
International Paper
6400 Poplar Avenue
Memphis, TN 38197

Allegations of impropriety relating to our accounting, internal controls or other financial or audit matters are immediately forwarded to the chair of our Audit and Finance Committee. Such matters are investigated and responded to in accordance with the procedures established by our Audit and Finance Committee.

14

20192020 Proxy Statement

Table of Contents

Information About Annual Meeting

What is the deadline for consideration of Rule 14a-8 shareowner proposals for the 20202021 Annual Meeting of Shareowners?

A shareowner who wishes to submit a shareowner proposal to be included in theour proxy statement for the 20202021 Annual Meeting of Shareowners must send the proposal to the Corporate Secretary at the address above. We must receive the proposal in writing on or before December 5, 2019,2, 2020, and the proposal must comply with SEC rules, including Rule 14a-8.

DoesCan I nominate a director in connection with the Board consider director nominees recommended by shareowners?2021 Annual Meeting of Shareowners?

Yes. The Governance Committee ofIf you would like to make any director nomination that will not be included in our proxy statement for the Board will review shareowner recommendations of possible nominees. Shareowner recommendations should2021 annual meeting, you must submit such nomination in accordance with the advance notice provisions set forth in our By-Laws. Any such nomination must be submitted in writing to thereceived by our Corporate Secretary at the address above and should include a statement regarding the qualifications and experience of the proposed nominee. Our By-Laws require that we receive such nominations no earlier than January 14, 2020,11, 2021, and no later February 10, 2021 (assuming we do not change the date of our 2021 annual meeting by more than February 13,30 days before or 70 days after the anniversary date of our 2020 annual meeting), and must otherwise include the information required by our By-Laws in connection with any such nomination must include(including with respect to both the informationshareholder proponent and the nominee) and otherwise comply with our By-Laws. In the event any director nomination is made in accordance with our By-Laws as set forth above, our Governance Committee will consider any such nominees as potential nominees for election to our Board at our 2021 annual meeting.

In addition, you have the ability to include a director nominee in the By-LawsCompany’s proxy statement for its 2021 annual meeting under certain conditions as noted below under “Can shareowners include their director nominees in the Company’s proxy statement?” Moreover, you may recommend a director candidate for consideration by our Governance Committee as provided below under “Information About Corporate Governance - Director Qualifications and SEC rules.Experience - Recommendations for Director Candidates.”

Can shareowners include their director nominees in the Company’s proxy statement?

Yes. In 2016, the Company proactively amended its By-Laws to allow “proxy access” as many of our shareowners consider proxy access a fundamental right. The proxy access By-Law permits a shareowner, or a group of up to 20 shareowners, owning 3 percent or more of the Company’s outstanding common stock continuously for three years, to nominate and include in the Company’s proxy materials director nominees constituting up to two individuals or 20 percent of the Board (whichever is greater); provided that shareowners and nominees meet the additional requirements set forth in the By-Laws. If a shareowner(s) wishes to include a director nominee(s) in the Company’s proxy materials, we must receive the notice to nominate the director(s) using the Company’s proxy materials no earlier than November 5, 2019,2, 2020, and no later than December 5, 2019.2, 2020. The notice must contain the information required by our By-Laws, and the shareowner(s) and nominee(s) must comply with the additional requirements in our By-Laws.

Can I raise other business at the 20202021 Annual Shareowner Meeting?

Yes. Our By-Laws requireIf you would like to raise any business (other than director nominations) that we receive writtenis not the subject of a proposal submitted for inclusion in our proxy statement for the 2021 annual meeting pursuant to Rule 14a-8 under the Exchange Act, you must raise such business in accordance with the advance notice ofprovisions set forth in our By-Laws. Any such othernotice with respect to such business must be received by our Corporate Secretary no earlier than January 14, 2020,11, 2021, and no later February 10, 2021 (assuming we do not change the date of our 2021 annual meeting by more than February 13,30 days before or 70 days after the anniversary date of our 2020 annual meeting), and any such notice must otherwise include the information set forthrequired by our By-Laws in connection with the By-Lawsproposal of any such business and SEC rules.must otherwise comply with our By-Laws.

Our By-Laws are available at www.internationalpaper.com, under the“Company”tab at the top of the page followed by the“Leadership”link and then the“Governance”Governance Documents”link. A paper copy is available at no cost by written request to the Corporate Secretary.

Table of Contents

Company Proposals

Company Proposal to Elect 11 Directors There are no other nominees competing for seats on the Board. Under our Amended and Restated Certificate of Incorporation and By-Laws, directors in non-contested elections are elected by an affirmativemajority of votes cast. You may vote “for” or “against” a nominee, or you may “abstain” from voting with respect to a nominee. “Abstentions” and broker non-votes will have no effect on the results.		Our Board of Directors unanimously recommends that you voteFOReach of the nominees.

The Board of Directors currently consists of 11 members. Each of the 11 current directors has been nominated by the Board for re-election by shareowners at the annual meeting. Information about these nominees may be found in the “Board of Directors” section of this proxy statement. All 11 nominees, if elected, will hold office until the earlier of:

We do not know of any reason why any nominee would be unable to, or for good cause would not, serve as a director if elected. If, prior to the election, a nominee is unable or unwilling to serve, the shares represented by all valid proxies will be voted for the election of such other person as the Board may nominate, or the Board may reduce its size.

Majority vote for directors:Each director must receive a majority of votes cast “for” his or her election.

If a director does not receive a majority of votes cast “for” his or her election, he or she must submit a letter of resignation, and the Board, through its Governance Committee (excluding the nomineesnominee in question), will decide whether to accept the resignation at its next regularly scheduled meeting. If the resignation is not accepted, the Board will disclose the explanation of its decision via a Form 8-K.

Our Board of Directors unanimously recommends that you voteFOReach of the following nominees:

✓	William J. Burns	✓Christopher M. Connor ✓Ahmet C. Dorduncu	✓Ilene S. Gordon	✓Anders Gustafsson ✓Jacqueline C. Hinman	✓Clinton A. Lewis, Jr.	✓	J. Steven Whisler
✓	Christopher M. Connor	✓	Anders Gustafsson	✓	Kathryn D. Sullivan	✓	Ray G. Young
✓	Ahmet C. Dorduncu	✓	Jacqueline C. Hinman	✓	Mark S. Sutton	✓J. Steven Whisler ✓Ray G. Young

16

20192020 Proxy Statement

Table of Contents

Matters to be Acted upon at the 20192020 Annual Meeting

Company Proposal to Ratify Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for 20192020 Our Audit and Finance Committee has selected Deloitte & Touche LLP (“Deloitte & Touche”) to serve as the Company’s independent registered public accounting firm for 2019.2020. We are asking shareowners to ratify the selection of Deloitte & Touche. To ratify the selection of our independent registered public accounting firm, the affirmative vote of amajority of a quorum at the annual meetingis required. You may vote “for” or “against” ratification, or you may “abstain” from voting. “Abstentions” will have the same effect as votes against this proposal. We do not expect any broker non-votes on this proposal.		Our Board of Directors unanimously recommends that you vote FORthe ratification of Deloitte & Touche as the Company’s independent registered public accounting firm for 2019.2020.

Our Audit and Finance Committee has selected Deloitte & Touche to serve as the Company’s independent registered public accounting firm for 2019.2020. We are asking shareowners to ratify the selection of Deloitte & Touche. To ratify the selection of our independent registered public accounting firm, the affirmative vote of amajority of a quorum at the annual meetingis required. You may vote ““for”for” or ““against”against” the ratification of the selection of our independent registered public accounting firm, or you may ““abstain”abstain” from voting. ““Abstentions”Abstentions” will have the same effect as votes against this proposal because they are considered votes present for purposes of a quorum on the vote.

We do not expect there to be any broker non-votes associated with this proposal, as the ratification of our independent registered public accounting firm is a routine matter. As a result, if your shares are held in street name and you do not give your bank or broker instructions on how to vote, your shares will be voted by the broker in its discretion.

Although ratification is not required by our By-Laws or otherwise, the Board is submitting the selection of Deloitte & Touche to our shareowners for ratification because we value our shareowners’ views on the Company’s independent registered public accounting firm. Our Audit and Finance Committee will consider the outcome of this vote in its decision to appoint an independent registered public accounting firm, but is not bound by the shareowners’ vote. Even if the selection of Deloitte & Touche is ratified, the Audit and Finance Committee may change the appointment at any time during the year if it determines that a change would be in the best interests of the Company and its shareowners.

Our Board of Directors unanimously recommends that you vote FORthe ratification of Deloitte & Touche as the Company’s independent registered public accounting firm for 2019.2020.

Table of Contents

Matters to be Acted upon at the 20192020 Annual Meeting

Company Proposal to Vote on a Non-Binding Resolution to Approve the Compensation of Our Named Executive Officers Our Board of Directors is seeking your approval of the compensation of our Named Executive Officers (“NEOs”), as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including in the Compensation Discussion & Analysis, related compensation tables and narrative disclosure. This annual vote is non-binding. To approve this proposal, the affirmative vote ofa majority of a quorum at the annual meetingis required. You may vote “for” or “against” this non-binding proposal, or you may “abstain” from voting. “Abstentions” and broker non-votes will have the same effect as votes against this proposal.		Our Board of Directors unanimously recommends that you vote FORthe approval of the compensation of our NEOs as disclosed pursuant to Item 402 of Regulation S-K under the Exchange Act.

Our Board of Directors is seeking your approval of the compensation of our NEOs as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K under the Exchange Act, including in the Compensation Discussion & Analysis, related compensation tables and narrative disclosure. This vote is being provided as required pursuant to Section 14A of the Exchange Act and is non-binding. To approve this proposal, commonly referred to as a “Say on Pay” proposal, the affirmative vote of amajority of a quorum at the annual meetingis required.

You may vote ““for”for” or ““against”against” this non-binding proposal, or you may ““abstain”abstain” from voting. ““Abstentions”Abstentions” will have the same effect as votes against this proposal because they are considered votes present for purposes of a quorum on the vote.

If you hold your shares in street name, your failure to indicate voting instructions to your bank or broker will cause your shares to be considered broker non-votes not entitled to vote with respect to Item 3. Broker non-votes will have the same effect as votes against this proposal.proposal because they are considered votes present for purposes of a quorom on the vote.

Our Board seeks your approval of the compensation of our NEOs, who are listed in the Summary Compensation Table of this proxy statement. Information describing the compensation of our NEOs is provided in the Compensation Discussion & Analysis section, the accompanying tables and narrative contained in this proxy statement.

Our Board asks shareowners to approve the following non-binding advisory resolution:

“Resolved, that the compensation paid to the Company’s Named Executive Officers, as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K under the Exchange Act, including in the Compensation Discussion & Analysis, the related compensation tables and narrative disclosure, is hereby approved.”

Our Board of Directors unanimously recommends that you vote FORthe approval of the compensation of our Named Executive Officers as disclosed pursuant to Item 402 of Regulation S-K under the Exchange Act.

18

20192020 Proxy Statement

Table of Contents

Matters to be Acted upon at the 20192020 Annual Meeting

Shareowner Proposal Concerningto Reduce Ownership Threshold for Special Shareowner Meetings The shareowner proposal to reduce the special shareowner meeting ownership threshold to 10 percent will be approved if amajority of a quorum at the annual meeting is voted “for” the proposal. You may vote “for” or “against” the shareowner proposal, or you may “abstain” from voting. “Abstentions” and broker non-votes will have the same effect as votes against this shareowner proposal.		Our Board of Directors unanimously recommends that you vote AGAINST this proposal.
We expect the following shareowner proposal to be presented at the annual meeting. Upon request, we will promptly provide any shareowner with the name, address and number of shares held by the shareowner making this proposal. The Company is not responsible for the contents of this shareowner proposal or any supporting statement. The shareowner proposal will be approved if amajority of a quorum at the annual meetingis voted “for”“for” the proposal. You may vote “for”“for” or “against”“against” the shareowner proposal, or you may “abstain”“abstain” from voting. “Abstentions”“Abstentions” will have the same effect as votes against this shareowner proposal because they are considered votes present for purposes of a quorum on the vote. If you hold your shares in street name, your failure to indicate voting instructions to your bank or broker will cause your shares to be considered broker non-votes not entitled to vote with respect to Item 4. Broker non-votes will have the same effect as votes against this proposal.proposal because they are considered votes present for purposes of a quorom on the vote.

“Proposal 4 – Make Shareholder Right to Call Special Shareholder Meeting ImprovementMore Accessible

Resolved, Shareowners ask our board to take the steps necessary (unilaterally if possible) to amend our bylaws and each appropriate governing document to give holders in the aggregate of 10% of our outstanding common stock the power to call a special shareowner meeting (or closest percentagemeeting. Shareholders, in addition to 10% according to state law). This proposal does not impact our board’s current powerdirectors, will thus have a right to call a special meeting.

Special meetings allowA special meeting allows shareowners to vote on important matters, such as electing new directors that can arise between annual meetings. For instance Anders Gustafsson, who joined the Board in 2019, was rejected by 30-times as many shares as each of 6 other International Paper directors.

This proposal topic won more than 70%-support at Edwards Lifesciences and SunEdisonSunEdison. This proposal topic, sponsored by William Steiner, also won 78% support at a Sprint annual meeting with 1.7 Billion yes-votes. Nuance Communications (NUAN) shareholders gave 94%-support in 2013. The 70% support would have been higher if all2018 to a rule 14a-8 proposal calling for 10% of shareholders had access to independent proxy voting advice.

Scores of Fortune 500 companies allow a more practical percentage of shares to call a special meeting comparedmeeting.

The current stock ownership threshold of 20% can mean that more than 40% of shareholders must be contacted during a short window of time to the higher requirement of International Paper. IP shareholders do not have the full right tosimply call a special meeting. Plus many shareholders, who are convinced that a special meeting should be called, can make a small paperwork error that will disqualify them from counting toward the 20% ownership threshold that is available under state law.needed for a special meeting.

StockholderPlus our shareholder rights are limited by the restricted International Paper version of the shareholder right to act by written consent. It could be called a self-destructive version of written consent. For instance 20% of shareholders must first deliver burdensome paperwork to simply ask that a record date be set and meanwhile they must give up their direct contact information.

Thus management has a fish-in-a-barrel chance to try to convince a critical mass of the 20% of shares that they should revoke their written consents. At the same time the depleted ranks of initial written consent shareholders still have the burden of getting the support of 51% of shares in a limited amount of time.

Stockholders proposals such as this have had an importanta significant role in improving the governance rules of our company. For instance, International Paper adopted a version of shareholder proxy access after thea shareholder proposal was received in 2016.

International Paper shareholders gave 45%-support to this proposal topic in 2018. The 45%-support would have been higher if all shareholders had access to independent proxy voting advice.

Any claim that a shareholder right to call a special meeting can be costly –- may be moot. When shareholders have a good reason to call a special meeting –- our boarddirectors should be able to take positive responding action to make a special meeting unnecessary. This proposal deserves added attention sincedue to the pricelackluster performance of our stock fell from $55 to $45which was at $46 way back in the year leading up to the due date for this proposal.2007.

Please vote yes:
Make Shareholder Right to Call Special Shareholder Meeting ImprovementMore Accessible – Proposal 4”

Table of Contents

Matters to be Acted upon at the 20192020 Annual Meeting

20

Position of Your Company’s Board of Directors

2020 Proxy Statement

Table of Contents

Matters to be Acted upon at the 2020 Annual Meeting

We Have Established Governance Practices and Mechanisms to Ensure Accountability of the Board to Shareowners.The Company has a demonstrated commitment to best practices in corporate governance and accountability to our shareowners, which continues to make adoption of this proposal unnecessary. Our Board regularly reviews corporate governance trends and evaluates how best to apply these practices to the Company. In recommending that our shareowners vote against this proposal again, the Board believes that it is important to consider not only the fact that the Company already provides its shareowners with a meaningful special meeting right, but also the Company’s current governance practices. As an example:

●	The Board has again considered this proposal, as it did with a substantially identical and unsuccessful proposal last year, and continues to believe that its adoption would not be in the best interest of the Company or our shareowners in light of our corporate governance practices and the current right of shareholders to call a special meeting. We amended our By-Laws in May 2010 to permit shareowners owning 20% of the Company’s outstanding stock to call a special shareowner meeting upon written request to the Board. The Board proposed this amendment after a review of best practices in corporate governance and shareowner interest in the matter, including a shareowner proposal requesting that our By-Laws be changed to allow 10% of the shareowners the right to call special meetings. The amendment was overwhelmingly approved by an affirmative vote of 99% of our shareowners. The Company has a demonstrated commitment to best practices in corporate governance and accountability to our shareowners, which continues to make adoption of this proposal unnecessary. Our Board regularly reviews corporate governance trends and evaluates how best to apply these practices to the Company. In recommending that our shareowners vote against this proposal again, the Board believes that it is important to consider not only the fact that the Company already provides its shareowners with a meaningful special meeting right, but also the Company’s current governance practices. As an example: ●All of our directors must be annually elected by majority vote.
●	In addition to providing shareowners with rights to call special meetings, we also provide shareowners with a meaningful ability to act by written consent and recently adopted proxy access, giving shareowners multiple avenues to hold our Board accountable.
●	Our Board continually focuses on its composition and evaluates the skills and qualifications of existing directors and the diversity of their background and experience with the desire for board refreshment, resulting in an average tenure for our director nominees of fewer than fourfive years.
●	The Board and Governance Committee also contemplate multiple dynamics that promote and advance diversity among the members of our Board. We actively conduct shareowner engagement for feedback and have been responsive to shareowner concerns. Although we recognize that the Company’s largest investors do not have uniform views on the appropriate ownership threshold to call a special meeting, in our engagement and numerous communications with our investors, our special meeting By-Law has never been raised as an issue of concern. Our largest five investors have indicated in their voting guidelines that they continue to support similar levels of ownership for special meeting bylaws as permitted in our By-Law. The views of our investors, as reflected during our engagement and otherwise, informed the Board’s decision to continue to oppose this proposal. The Company’s existing shareowner right to call a special meeting also remains consistent with best practice, and we continue to believe it strikes the right balance. Approximately 80% of S&P 500 companies have either no right for shareowners to call a special meeting or at least a 20% threshold. Convening a meeting of shareowners imposes significant costs. The Company must prepare required disclosures, print and distribute materials, solicit proxies and tabulate votes. The Board and management must devote time to preparing for and conducting the meeting, distracting them from managing the business and enhancing returns for all shareowners. Because special meetings require a considerable diversion of resources, they should be limited to circumstances where a substantial number of shareowners believe a matter is sufficiently urgent or extraordinary that it must be addressed between annual meetings. The Company’s current 20% ownership threshold allows for a reasonable number of shareowners to call a special meeting and thereby impose these costs on all shareowners. The Company’s existing governance practices and structure and the right that shareowners already have to call special meetings both enhances shareowner rights and protects against the risk that a small minority of shareowners could detrimentally impact a majority of our shareowners. Therefore, we continue to believe the adoption of this proposal is unnecessary and not in the best interests of the Company or its shareowners. For these reasons, we recommend that you vote against this proposal.

The Company’s existing governance practices and structure and the right that shareowners already have to call special meetings both enhance shareowner rights and protect against the risk that a small minority of shareowners could detrimentally impact a majority of our shareowners. Therefore, we continue to believe the adoption of this proposal is unnecessary and not in the best interests of the Company or its shareowners.

For these reasons, we recommend that you voteagainstthis proposal.

		Our Board of Directors unanimously recommends that you vote AGAINSTthis proposal.

20

2019 Proxy Statement

Table of Contents

Directors Standing for Election – Term Expiring in 20202021

The following 11 individuals are nominated for election at the 20192020 annual meeting. Each of these nominees is standing for election to serve a term that will expire in 2020.2021. In addition to biographical information and committee memberships as of the date of the annual meeting for each director nominee, we describe the specific experience, qualifications, attributes or skills that led our Board to conclude such person should serve as a director in light of the Company’s business.

	Independent Age:6263 Director since:2015	Committees ●Governance ●Public Policy and Environment Key Skills & Experience

Biography
President of the Carnegie Endowment for International Peace, the oldest international affairs think tank in the United States, since February 2015. He served in the U.S. Department of State as Deputy Secretary of State from July 2011 to November 2014, as Under Secretary for Political Affairs from 2008 to July 2011, and as Ambassador to Russia from 2005 to 2008, among many other posts during his 33 years in the Foreign Service.

Board Qualifications
Ambassador Burns’s service as Deputy Secretary of State in the U.S. State Department, Under Secretary for Political Affairs and Ambassador to Russia, as well as numerous other posts during his 33 years in the Foreign Service, brings a unique and valuable perspective to the Board. His extensive public policy experience, both domestic and international, is valuable particularly in considering a broad range of strategic and tactical business matters. His current position as president of the Carnegie Endowment for International Peace, the oldest international affairs think tank, further strengthens his international management and public policy expertise.

www.internationalpaper.com22

21

2020 Proxy Statement

Table of Contents

Board of Directors

	Independent Age:6364 Director since:2017	Committees ●Management Development and Compensation (Chair – Starting May 1)(Chair) ●Audit and Finance Key Skills & Experience

Biography
Retired as executive chairman of The Sherwin-Williams Company, a global manufacturer of paint, architectural coatings, industrial finishes and associated supplies, in December 2016. Mr. Connor joined The Sherwin-Williams Company in 1983 and served as its chairman and chief executive officer from 2000 to December 2015. Mr. Connor is chairmanserves on the board of directors of the Rock & Roll Hall of Fame in Cleveland, Ohio, and serves on the boards of directors of Eaton Corporation PLC and Yum! Brands, Inc.

Board Qualifications
Having served as CEO and executive chairman of The Sherwin-Williams Company, Mr. Connor brings significant senior management experience and strong financial expertise to the Board. He understands the various issues facing a large, global manufacturing company, including operational, financial and strategic issues. His technical background and long tenure with The Sherwin-Williams Company bring industrial expertise, which further strengthens our Board.

	Independent Age:6566 Director since:2011	Committees ●Audit and Finance ●Public Policy and Environment Key Skills & Experience

Biography
Chief executive officer of Akkök Group, a financial and industrial conglomerate located in Turkey, since January 2013. Mr. Dorduncu served as chief executive officer of Sabanci Holding, another financial and industrial conglomerate located in Turkey, from 2005 to 2010. He also served from 2006 to 2010 as chairman of the board of Olmuksa, then an industrial packaging business joint venture between Sabanci Holding and International Paper. Sabanci Holding is the parent company of the Sabanci Group, a leading Turkish financial and industrial company.

Board Qualifications
As CEO of Akkök Group and retired chairman and CEO of Sabanci Holding, two leading financial and industrial conglomerates, Mr. Dorduncu brings vast experience in international operations for a non-U.S. manufacturing company. His keen financial literacy also adds to the strength of our Board.operations. His knowledge of regions of key importance to the Company brings even greater perspective to our Board.

www.internationalpaper.com

2223

2019 Proxy Statement

Table of Contents

Board of Directors

	Independent Presiding Director Age:6566 Director since:2012	Committees ●Governance (Chair) ●Management Development and Compensation Key Skills & Experience

Biography
Retired executive chairman of Ingredion Incorporated (formerly Corn Products International, Inc.), a publicly traded global ingredient solutions company, from January 1, 2018 until July 31, 2018. Ms. Gordon served as chairman, president and chief executive officer of Ingredion from May 2009 through December 2017. Ms. Gordon is also a memberserves on the board of trustees of The Conference Board. She previously served on the board of trustees of MIT (known as the Corporation) and is an emeritus member of the Conference Board.board of directors of the Economic Club of Chicago. Ms. Gordon previously served as president and chief executive officer of Rio Tinto’s Alcan Packaging, a multinational company engaged in the production of flexible and specialty packaging, from 2007 until 2009, and in various senior executive roles at Alcan Packaging and its affiliate and predecessor companies from 1999 until 2007. Prior to 1999, Ms. Gordon was employed for 17 years with Tenneco Inc., a conglomerate, in a variety of management positions, including vice president and general manager, leading its folding carton business. Ms. Gordon serves on the board of directors of Lockheed Martin Corporation, a publicly traded global security and aerospace company.

Board Qualifications
As the former chairman, CEO and president of Ingredion Incorporated, Ms. Gordon brings senior management expertise and leadership capabilities, as well as broad understanding of the operational, financial and strategic issues facing public companies. Her previous experience at Rio Tinto’s Alcan Packaging includes manufacturing, supply chain and marketing. She has experience with operations overseas, including South America, Asia Pacific and Europe. Ms.Europe.Ms. Gordon also brings strong financial expertise to our Board.

	Independent Age:5859 Director since:2019	Committees ●Audit and Finance ●Public Policy and Environment Key Skills & Experience

Biography
Chief executive officer of Zebra Technologies Corporation, a global leader in innovating at the edge of the enterprise, designing and marketing specialty printers, mobile computing, data capture, radio frequency identification products and real-time locating systems, since September 2007. Mr. Gustafsson served as chief executive officer of Spirent Communications plc, a publicly traded telecommunications company, from 2004 to 2007. Prior to Spirent, Mr. Gustafsson was a senior executive vice president, global business operations for Tellabs, Inc. Mr. Gustafsson serves as a trustee of the Shedd Aquarium. Mr. Gustafsson also serves on the boards of Zebra Technologies and Dycom Industries, a leading provider of specialty contracting services throughout the U.S. and Canada.Canada, but has resigned from the Dycom Industries board effective May 2020.

Board Qualifications
As CEO of Zebra Technologies Corporation, former CEO of Spirent Communications plc and a former senior executive at several different communications networking companies, Mr. Gustafsson brings significant international business experience and strong financial expertise to the Board. He will provide a unique and valuable technology perspective, and his current and prior service on other public company boards further broadens his range of knowledge and allows him to draw on various perspectives and viewpoints.

www.internationalpaper.com24

23

2020 Proxy Statement

Table of Contents

Board of Directors

	Independent Age:5758 Director since:2017	Committees ●Audit and Finance ●Management Development and Compensation (Starting May 1) Key Skills & Experience

Biography
Served as chairman, president and chief executive officer of CH2M HILL Companies, Ltd., a Fortune 500 engineering and consulting firm focused on delivering infrastructure, energy, environmental and industrial solutions for clients and communities around the world, until December 2017, when the firm was acquired by Jacobs Engineering. Prior to becoming chairman in September 2014 and president and chief executive officer in January 2014, Ms. Hinman served as president of CH2M’s International Division from 2011 until 2014, and she served on CH2M’s board of directors from 2008 through 2017. She recently served on the Executive Committee of the Business Roundtable, chairing its Infrastructure Committee, and was a member of the Business Council. Ms. Hinman also serves on the board of directors of Dow Chemical Company, (as of April 2019)a multinational chemical corporation, and AECOM, a premier infrastructure firm. Ms. Hinman previously served on the board of directors of Catalyst, a leading nonprofit organization accelerating progress for women through workplace inclusion.

Board Qualifications
Having served as chairman, president, and chief executive officer of CH2M HILL Companies, Ms. Hinman brings senior management and leadership capabilities to the Board, as well as particular understanding of global manufacturing companies. Because of her experience in a global engineering consulting business, she has unique knowledge of environmental and sustainability issues globally. Ms. Hinman, in her previous roles at CH2M HILL, also brings international operations and strategic planning expertise to our Board.

	Independent Age:5253 Director since:2017	Committees ●Governance ●Public Policy and Environment Key Skills & Experience

Biography
ExecutiveFormer executive vice president and president of international operations, commercial development, global genetics and PHARMAQ at Zoetis Inc., a NYSE-listed global leader in the discovery, development, manufacture and commercialization of animal health medicines and vaccines that was spun off by Pfizer in 2013. Prior to being named to his currentthat role, in May 2015, Mr. Lewis served as president of U.S. operations at Zoetis from October 2012February 2013 to May 2015 and at Pfizer Animal Health from 2007 to October 2012.February 2013. He joined Pfizer in 1988, and held positions of increasing responsibility across various commercial operations dedicated to human health prior to joining the animal health organization. He formerly served as chairman of the board for the Animal Health Institute (AHI), an industry trade association in the U.S., and as treasurer for the International Federation for Animal Health (IFAH), the industry trade association in Europe.

Board Qualifications
As the former executive vice president and president of international operations, commercial development, global genetics and PHARMAQ at Zoetis, Inc., Mr. Lewis brings critical business insight to a large, diversified company with global operations. He brings experience in international operations for a U.S. multinational company manufacturing globally. Mr. Lewis’s knowledge and strategic planning expertise, as well as knowledge of regions of key importance to the Company, bring even greater perspective to our Board.

www.internationalpaper.com

2425

2019 Proxy Statement

Table of Contents

Board of Directors

	Independent Age:6768 Director since:2017	Committees ●Public Policy and Environment (Chair) ●Governance Key Skills & Experience

Biography
Ambassador-at-Large at the Smithsonian National Air and Space Museum, where she served as The Charles A. Lindbergh Fellow of Aerospace History from March 2017 through August 2017. Dr. Sullivan is also a Senior Fellow at the Potomac Institute for Policy Studies. Dr. Sullivan served in several roles in the U.S. Department of Commerce and the National Oceanic and Atmospheric Administration (NOAA) between May 2011 and January 2017, including as Under Secretary of Commerce for Oceans & Atmosphere and NOAA Administrator from March 2014 until January 2017. She served as a Director for Ohio State University’s Battelle Center for Mathematics and Science Education Policy from 2006 through 2011. Between 1996 and 2005, Dr. Sullivan served as President and CEO of the Center of Science and Industry (COSI). Between 1978 and 1993, Dr. Sullivan was a Mission Specialist for NASA. She is a veteran of three Shuttle missions with over 500 hours in space and she is the first American woman to walk in space. Dr. Sullivan served on the boards of directors of several public companies between 1997 and 2011. She is a member of the National Academy of Engineering, the American Academy of Arts and Sciences, and the board of directors of Accenture Federal Services.Services and serves on the advisory board of Terra Alpha Investments, LLC.

Board Qualifications
Dr. Sullivan’s service at NOAA brings a valuable perspective on current issues in sustainability, which is a critical issue to the Company. As a former NASA space shuttle astronaut, she also brings a strong technical background, leadership capabilities, and strategic planning experience. Dr. Sullivan’s service on other public company boards gives her experience and oversight of natural resource conservation and production as well as a broad range of strategic and tactical business matters. She also brings finance and budgeting experience having served as president and chief executive officer of COSI, as well as her service on a public company’s audit and finance committee.

	Chairman & CEO Age:5758 Director since:2014	Key Skills & Experience

Biography
Chairman (since January 1, 2015) and Chief Executive Officer (since November 1, 2014). Mr. Sutton previously served as President & Chief Operating Officer from June 1, 2014 to October 31, 2014, Senior Vice President – Industrial Packaging from November 2011 to May 31, 2014, Senior Vice President – Printing and Communications Papers of the Americas from 2010 until 2011, Senior Vice President – Supply Chain from 2008 to 2009, Vice President – Supply Chain from 2007 until 2008, and Vice President – Strategic Planning from 2005 until 2007. Mr. Sutton joined International Paper in 1984. Mr. Sutton serves on the board of directors for The Kroger Company. He is a member of The Business Council, serves on the American Forest & Paper Association board of directors, the Business Roundtable board of directors, and the international advisory board of the Moscow School of Management – Skolkovo. He was appointed chairman of the U.S. Russian Business Council. He also serves on the board of directors of Memphis Tomorrow and the board of governors for New Memphis Institute.

Board Qualifications
Mr. Sutton has been with International Paper his entire 30 plus-year career and served in various senior leadership roles, including President and Chief Operating Officer and Senior Vice President – Industrial Packaging, the Company’s largest business. He has also served as the senior leader of Printing and Communications Papers, supply chain, corporate strategic planning, as well as leading packaging operations in Europe, Middle East and Africa. As a result, he brings deep experience and institutional knowledge to the Board and management in his roles as Chairman and CEO.

www.internationalpaper.com26

25

2020 Proxy Statement

Table of Contents

Board of Directors

	Independent Age:6465 Director since:2007	Committees ●Governance ●Management Development and Compensation (Chair – until May 1) Key Skills & Experience

Biography
Retired as chairman and chief executive officer of Phelps Dodge Corporation, an international mining company, upon its merger with Freeport-McMoRan Inc. in March 2007. Mr. Whisler served as chairman and chief executive officer of Phelps Dodge Corporation from May 2000 until March 2007, and served on the board of Phelps Dodge Corporation from 1995 through March 2007. Mr. Whisler is a director of CSX Corporation and the Brunswick Corporation. He is also a director of the C.M. Russell Museum.

Board Qualifications
Mr. Whisler served as chairman and CEO of Phelps Dodge Corporation, a large, publicly traded, manufacturing company with international operations, prior to its acquisition in March 2007. He also served as general counsel of Phelps Dodge and, as a result, has a deep understanding of the governance, compliance and regulatory issues facing public companies. His service on other public company boards further augments his range of knowledge and allows him to draw on various perspectives and viewpoints.

	Independent Age:5758 Director since:2014	Committees ●Audit and Finance (Chair) ●Management Development and Compensation Key Skills & Experience

Biography
Executive vice president and chief financial officer of Archer-Daniels-Midland Company (“ADM”), with responsibility for strategic oversight of ADM’s business in Asia.. ADM is a publicly traded company and one of the largest agricultural processers and food ingredientshuman and animal nutrition companies in the world, and Mr. Young has been its chief financial officer since December 2010. Prior to joining ADM, he was employed on four continents at General Motors Company (“GM”), a publicly traded company and producer of vehicles throughout the world, from 1986 to 2010. At GM and its affiliates, he served in various senior executive roles, including as its president of the Mercosur Region from 2004 to 2007, its chief financial officer from 2008 to 2009 and its vice president, International Operations, based in China, in 2010. He currently serves on the boards of the U.S. China Business Council and the American Cancer Society Illinois Division. He also serves as board member of Wilmar International, a Singapore-listed global agricultural processor and food ingredients company.

Board Qualifications
As executive vice president and chief financial officer of ADM, a large, publicly traded company, Mr. Young brings strong financial expertise and strategic acumen to the Board. In addition to his experience at ADM, he also served in various executive roles at General Motors Company for over 20 years, and as a result, has a deep knowledge of global manufacturing operations.

www.internationalpaper.com

2627

2019 Proxy Statement

Table of Contents

Director Qualifications and Experience

Director Qualification Criteria

Our Board has adoptedDirector Qualification Criteria and Independence Standards, which it uses to evaluate incumbent directors being considered for re-election at each annual meeting, as well as to evaluate new director candidates. The Governance Committee of our Board is responsible for evaluating each director candidate, and for recommending qualified director nominees for election to the Board. We seek candidates with ample experience and a proven record of professional success, leadership and the highest level of personal and professional ethics, integrity and values. The Governance Committee also considers whether each candidate demonstrates the following:

Recommendations for Director Candidates

Shareowners may submit recommendations for director candidates to the Governance Committee by writing to the Corporate Secretary. The candidates should meet the director qualifications criteria described above. The Governance Committee applies the same criteria in evaluating candidates recommended by shareowners as those from other sources. If a shareowner would like to otherwise nominate a director candidate, the shareowner must follow the procedures set forth in our By-Laws, including the deadline to make such nominations. See “Communicating with the Board” above and “Adoption of Proxy Access” below.

Diversity of Our Directors

Our Board and the Governance Committee have assembled a Board comprised of experienced directors who are currently, or have recently been, leaders of major companies and institutions, are independent thinkers and have a diverse range of expertise and skills that they bring to the boardroom. The Board, through its Governance Committee, seeks to have a group of directors with a mix of backgrounds, experiences and tenure that will enhance the quality of its deliberations and decisions, and provide a blend of institutional knowledge and fresh perspective. The criteria considered by the Board and the Governance Committee include a person’s skills, current and previous occupations, other board memberships and professional experiences in the context of the current needs of the Board. The Governance Committee Charter specifically directs the Committee to seek qualified candidates with diverse backgrounds including, but not limited to, such factors as race, gender, and ethnicity. While the Company does not have a formal policy on Board diversity, the Governance Committee actively considers diversity in the recruitment and nomination of directors. The current composition of our Board reflects those efforts and the importance of diversity to the Board. The satisfaction of all director qualification and other criteria qualifications and objectives is

Table of Contents

Information About Corporate Governance

implemented and assessed through ongoing consideration of directors and nominees by the Governance Committee and the Board, as

28

2020 Proxy Statement

Table of Contents

Information About Corporate Governance

well as through the Board’s annual self-evaluation process. Our Board believes that its membership should include individuals with a diverse background in the broadest sense, and is particularly interested in maintaining a mix of skills and experience that includes the following:

Our Director Qualification Criteria and Independence Standards may be found at www.internationalpaper.com under the “Company” tab at the top of the page followed by the “Leadership” link and then under the “Governance Documents” link.

Board Composition – Results of Succession Planning & Board Refreshment Efforts

Board Leadership and Corporate Governance Practices

Board Leadership Structure

Our Board believes that the Company and its shareowners are best served by having the flexibility to determine the right leadership structure for the Company at any given point in time, taking into consideration the current business environment and shareholder landscape. We currently combine the role of Chairman and CEO and believe this is the most effective leadership structure for the Company at this time. When Mr. Sutton was appointed as CEO in 2014, the Board evaluated whether continuing to combine the role of Chairman and CEO was in the best interests of the Company and the shareowners. The Board concluded that maintaining the combined position of Chairman and CEO iswas appropriate to further strengthen the Company’s governance structure by promoting unified leadership and direction for the Company, fostering accountability and allowing for a single, clear focus for management to execute the Company’s strategy and business plans.

28

2019 Proxy Statement

Table of Contents

Information About Corporate Governance

As a counterbalance, we have an independent Presiding Director, Ilene S. Gordon, whose role and responsibilities provide strong independent leadership in the boardroom. The authority and duties of our independent Presiding Director are set forth in theCorporate Governance Guidelinesand provided below.

Table of Contents

Information About Corporate Governance

Role of the Presiding Director

The Presiding Director is elected each year by the independent directors for a term of not less than one year. Effective January 1, 2018, the independent directors elected Ilene S. Gordon as Presiding Director, rotating that position. J. Steven Whisler had previously served as Presiding Director. The Presiding Director has authority to call meetings of independent directors. She may consult and directly communicate with certain shareowners if requested. The other duties of the Presiding Director include:

The Board considers its own leadership structure as part of the Company’s succession planning process. The Board will continue to evaluate this structure going forward in light of factors and considerations prevailing at the time to determine whether a combined CEO and Chairman role is in the best interests of the Company and its shareowners.

Succession Planning and Talent Management

Our Board is actively engaged and involved in succession planning and talent management. Our Board oversees and annually reviews leadership development and assessment initiatives, as well as short- and long-term succession plans for our senior management. In addition, our Board regularly reviews our talent strategy to ensure that it supports our business strategy.

Commitment to Sound Corporate Governance Principles

We believe good corporate governance is critical to achieving business success and serves the best interests of our shareowners. We value the perspectives of our shareholders and other stakeholders, including our employees and the communities in which we operate, and take steps to address their concerns where warranted. We seek to foster employee well-being and performance through a people development process that includes engagement, health and wellness programs, training and business/region-specific people councils. We know that a highly engaged culture leads to better safety and business success. Our annual employee engagement survey allows us to measure important factors that affect engagement — how employees feel about their work environment, the people they work with and the company’s vision.

Our Board has adopted ourCorporate Governance Guidelinesthat reflect its commitment to sound governance practices. In addition, each of our Board committees has its own charter to assure that our Board fully discharges its responsibilities to our shareowners. Our Board regularly reviews itsCorporate Governance Guidelinesand committee charters at least annually and makes changes from time to time to reflect developments in the law and the corporate governance area. Our Amended and Restated Certificate of Incorporation permits the size of our Board to range from nine to 18 members. Currently, the size of our Board is 11 members. Our Board maintains four standing committees, as well as an Executive Committee, which is comprised of the Presiding Director and the chairs of each of the standing committees.

Shareowner Engagement

We believe that thoughtful shareowner engagement is important, and we have a long history of such engagement. We have an active shareowner engagement program, which allows us to better understand our shareowners’ priorities, perspectives and concerns, and enables the company to effectively address issues that matter most to our shareowners.

30

2020 Proxy Statement

---

Table of Contents

Information About Corporate Governance

Adoption of Proxy Access

In 2016, our Board of Directors adopted a proxy access By-Law that permits stockholders owning 3 percent or more of our common stock for at least three years to nominate the greater of two directors or up to 20 percent of the Board, and include these nominees in our proxy materials. The number of shareowners who may aggregate their shares to meet the ownership threshold is limited to 20. Nominations are subject to the eligibility, procedural and disclosure requirements set forth in the By-Laws.

 
Our By-Laws are available at www.internationalpaper.com, under the “Company” tab at the top of the page followed by the “Leadership” link and then under the “Governance Documents” link. A paper copy is available at no cost by written request to the Corporate Secretary.

www.internationalpaper.com

29

---

Table of Contents

Information About Corporate Governance

Our Board believes that a shareowner-focused governance model is the right fit for International Paper. The below table highlights our sound corporate governance practices:

Shareholder Rights		✓Annual elections and majority voting for directors, with a director resignation policy ✓Shareholder right to call special meetings ✓Shareholder right to act by written consent ✓Shareholder right to proxy access
Board Independence		✓10 of 11 director nominees are independent ✓Robust independent Presiding Director role ✓Executive sessions without management present at every in-person Board meeting ✓Focus on Board composition and refreshment
Other Governance Practices		✓Robust engagement with our shareowners ✓Strong anti-hedging and anti-pledging stock trading provisions ✓Annual Board, committee and individual director self-evaluationsself evaluations ✓Strong stock ownership and retention requirements

OurCorporate Governance Guidelinesand our Board committee charters are available atwww.internationalpaper.comunder the “Company” tab at the top of the page followed by the “Leadership” link and then under the “Governance Documents” link. A paper copy is available at no cost by written request to the Corporate Secretary at the address on page 14 of this proxy statement.

In each of the areas discussed below, we have embraced sound principles, policies and procedures to ensure that our Board and our management goals are aligned with our shareowners’ interests.

Board of Directors’ Policies and Practices

Annual Board, Committee and Individual Director Self Assessment

●	The Board is committed to a robust and constructive evaluation process and recognizes this process promotes continuous improvement and overall Board effectiveness.
●	Our Board conducts an annual self assessment of its own and its committees’ performances, in accordance with a procedure established by the Governance Committee.
●	ThePursuant to that procedure, the General Counsel conducts interviews with each of the directors based on a detailed questionnaire. Topics covered include, among others:

●	Effectiveness of Board and Committeecommittee leadership structure;
●	Board and Committeecommittee skills, composition, diversity, and succession planning;
●	Effectiveness of each individual director’s performance and contributions to the functioning of the Board;
●	Board culture and dynamics, including the effectiveness of discussion and debate at meetings; and
●	Board and management dynamics, including the quality of management presentations and information provided to the Board.

●	Separately, an assessment of individual Board members is conducted by the Governance Committee and the Chairman of the Board prior to their nomination for election by shareowners, in accordance with theDirector Qualification Criteria and Independence Standards discussed above.

www.internationalpaper.com

31

---

Table of Contents

Information About Corporate Governance

Board, Committee and Annual Meeting Attendance

●	The Board met nine times during 2018,2019, with an average aggregate attendance rate of 9899 percent.
●	Each director attended 75 percent or more of the aggregate number of meetings of the Board and committees on which he or she served.served during 2019.
●	As expected by ourCorporate Governance Guidelines, all those who were directors at the time of the 20182019 annual meeting were in attendance at that meeting.

30

2019 Proxy Statement

---

Table of Contents

Information About Corporate Governance

Executive Sessions of Non-Management and Independent Directors

●	After each regularly scheduled face-to-face meeting and, if needed, after telephonic meetings, non-management and independent directors of our Board meet in executive session, without management present, chaired by the Presiding Director.Director or the respective Committee chair.
●	If any non-management directors are not independent, then the Presiding Director will also chair an executive session of independent directors at least once annually.
●	In 2018,2019, executive sessions were held at every regularly scheduled face-to-face Board meeting and after the January and July telephonic meetings.
●	Independent directors may engage, at the Company’s expense, independent legal, financial, accounting and other advisors as they may deem appropriate, without obtaining management’s approval.

Orientation and Continuing Education

●	Our new directors participate in a director orientation that includes written materials and presentations by Company employees who are subject-matter experts, as well as meetings with senior management, our independent registered public accounting firm and both the Company’s and the Management Development and Compensation Committee’s compensation consultants.
●	New directors visit several of our facilities and meet with employees.
●	Continuing education occurs at Board and committee meetings, with specific topics of interest covered by management or outside experts.
●	Directors are also offered the opportunity to attend director education programs provided by third parties.
●	From time to time, directors attend meetings of Company officers, and, at each Board meeting, they meet informally and formally with senior leaders of the Company.

Mandatory Retirement Policies

●	Our Board has a mandatory retirement policy for non-employee directors, under which a non-employee director is required to retire from our Board effective December 31 of the year in which he or she attains the age of 72. Jay L. Johnson, who had served on our Board since 2013, retired under this policy in December 2018.
●	In addition, we have a mandatory retirement policy for CEOs,our CEO, under which our CEO is required to retire as CEO effective on the first day after the month in which he or she attains the age of 65.

Resignation Policies

●

We have two policies relating to director resignation. The first applies when a director has a substantial change in his or her principal occupation, and the second applies in relation to a director who does not receive a majority of shares voted in favor of his or her election. We describe each policy below.

●

First, if a director’s principal occupation changes substantially, he or she is required to tender his or her resignation for consideration by the Governance Committee. The Governance Committee then recommends to the Board whether or not to accept the resignation using the Company’sDirector Qualification Criteria and Independence Standards.

●

Second, our Amended and Restated Certificate of Incorporation provides for majority voting of directors in non-contested elections. Pursuant to our By-Laws, any director nominee in a non-contested election who fails to receive the requisite majority of votes cast “for”“for” his or her election must tender his or her resignation, and the Board, through its Governance Committee (excluding the nomineesnominee in question), will determine whether or not to accept the resignation at its next regularly scheduled meeting. In case the resignation is not accepted, the Board will disclose the explanation of its decision via a Form 8-K.

www.internationalpaper.com32

31

2020 Proxy Statement

---

Table of Contents

Information About Corporate Governance

Board Oversight of the Company

Risk Oversight

The Board is responsible for assuring appropriate alignment of its leadership structure and oversight of management with the interests of shareowners and the communities in which the Company operates. The Board exercises oversight of the Company’s enterprise risk management (ERM) program, which includes strategic, operational and financial matters, as well as compliance, legal and legalcyber risks. Pursuant to delegated authority as permitted by the Company’s By-Laws,Corporate Governance Guidelines,, and committee charters, the Board’s four standing committees oversee certain risks. The Audit and Finance Committee coordinates the risk oversight role exercised by various committees and management, and it receives updates on the risk management processes twice per year. Our Board and its committees receive regular reports from senior managers on areas of material risk, including operational, financial, strategic, competitive, reputational, legal and regulatory risks, and how those risks are managed. The Company’sCorporate Governance Guidelinesprovide the foundation upon which the Board oversees a working system of principled goal-setting and effective decision-making, with the objective of establishing a vital, agile, and ethical corporate entity that provides value to the shareowners who invest in the Company and to the communities in which it operates.

As an example, the Chief Information Security Officer (CISO) provides reports on the analysis of emerging IT risks as well as plans and strategies to mitigate those risks to senior management on a regular basis. These risks are also aggregated into the Company’s Enterprise Risk Management program. The CISO presents to the Audit & Finance Committee and to the full Board of Directors, as part of the Board’s risk oversight responsibility.

Code of Conduct

Our Board has adopted aCode of Conduct (the “Code”)that applies to our directors, officers and all employees to ensure we conduct business in a legal and ethical manner. The Code is available atwww.internationalpaper.com, under the“Company”tab at the top of the page, then under“Ethics.”A paper copy is available at no cost by written request to the Corporate Secretary.

Our Global Ethics and Compliance office is located at our global headquarters in Memphis, Tennessee. If an employee, customer, vendor or shareowner has a concern about ethics or business practices of the Company or any of its employees or representatives, he or she may contact the Global Ethics and Compliance office in person, via mail, e-mail, facsimile or telephone. TheCodedescribesThe Code describes multiple channels by which employees may report a concern, such as through their managers, a human resources professional, legal counsel or our internal audit department.

Our HelpLine is also available 24 hours a day, seven days a week, to receive calls from anyone wishing to report a concern or complaint, whether anonymous or otherwise.

Our HelpLine contact information can be found atwww.internationalpaper.com, under the“Company”tab at the top of the page, then under“Ethics”and“HelpLine.”

All HelpLine reports are immediately forwarded to the Global Ethics and Compliance office for further action and for a response to the person reporting, unless he or she has chosen to remain anonymous. A report made through any of our other reporting channels that involves an impropriety relating to our accounting, internal controls or other financial or audit matters is also forwarded immediately to the Global Ethics and Compliance office. That office has responsibility for investigating all such matters, and will report certain of those matters, unfiltered, to the chair of our Audit and Finance Committee in accordance with the procedures established by the Audit and Finance Committee to ensure compliance with the Sarbanes-Oxley Act of 2002.

www.internationalpaper.com

3233

2019 Proxy Statement

---

Table of Contents

Information About Corporate Governance

Independence of Directors

Director Independence Standards

It is the policy of our Board that a majority of its members be independent from the Company, its management and its independent registered public accounting firm. Based on the Governance Committee’s review of our current directors, our Board has determined that each of our current non-employee directors and each of our former non-employee directors who servedis independent as a director during 2018 is independent: David J. Bronczek;follows: William J. Burns; Christopher M. Connor; Ahmet C. Dorduncu; Ilene S. Gordon; Anders Gustafsson; Jacqueline C. Hinman; Jay L. Johnson; Clinton A. Lewis, Jr.; Kathryn D. Sullivan; John L. Townsend; J. Steven Whisler; and Ray G. Young. We have one employee-director, our Chairman, Mr. Sutton, who is not independent. Each standing committee of the Board is comprised entirely of independent directors.

Further, the Governance Committee has concluded and recommended to our Board, and our Board has determined, that each of our current non-employee directors and each of our former non-employees who served as a director during 2018 meets the independence requirements for service on our Audit and Finance Committee, the Management Development and Compensation Committee and the Governance Committee.

Director Independence Determination Process and Standards

Annually, our Board determines the independence of directors based on a review conducted by the Governance Committee and the General Counsel. The Governance Committee and the Board evaluate and determine each director’s independence under theNYSE Listed Company Manual’sindependence standards and the Company’sDirector Qualification Criteria and Independence Standards, which are consistent with, but more rigorous than, the NYSE standards.standards, as well as independence standards applicable to service on particular committees of the Board, as provided under SEC rules and theNYSE Listed Company Manual.

Under SEC rules, the Governance Committee is required to analyze and describe any transactions, relationships or arrangements not specifically disclosed as a related party transaction in this proxy statement that were considered in determining our directors’ independence. To facilitate this process, the Governance Committee reviews directors’ responses to our annual Directors’ and Officers’ Questionnaire, which requires disclosure of each director’s and his or her immediate family’s relationships to the Company, as well as any potential conflicts of interest.

In this context, the Governance Committee considered the relationships described below. Based on its analysis of the relationships and our independence standards, the Governance Committee concluded and recommended to our Board that none of these relationships impaired the independence of any current non-employee director, or any former non-employee director who served as a director in 2018, including:

●

Non-profit and charitable organization affiliations of our directors. None of our directors serve as an executive officer of any organization to which we make charitable contributions.

●

Service by several of our directors as an executive officer at a company with whom we may do business. The Governance Committee determined that the commercial relationships involving routine, arms-length purchases and sales transactions between International Paper and these companies were not material under our independence standards. These standards provide that payments to or payments from the Company to a company for which a director serves as an executive officer, for property or services that are less than the greater of $750,000 or 1.75 percent of such other company’s consolidated gross revenue, are not considered a material relationship that would impair the director’s independence. We provide additional details about these relationships in the following table.

www.internationalpaper.com34

33

2020 Proxy Statement

---

Table of Contents

Information About Corporate Governance

Transactions Considered in Analysis of Director Independence

Director		Name of Employer		Business Relationship (including affiliated companies)		Dollar Amount of Routine Sales Transactions (approximate)		Amount exceeds greater of $750,000 or 1.75% of other company’s gross revenue?
David J. Bronczek (through February 2019)		FedEx Corporation (through February 2019)		Routine sales to FedEx		$402,000 in total, representing less than 0.002% of International Paper’s gross revenue in 2018		No
				Routine purchases from FedEx		$6.3 million in total, representing less than 0.01% of FedEx’s gross revenue in 2018		No
Ilene S. Gordon		Ingredion Incorporated (through July 2018)		Routine purchases from Ingredion		$46.8 million in total, representing less than 0.81% of Ingredion’s gross revenue in 2018		No
Ray G.Young		Archer-Daniels-Midland Company		Routine sales to ADM		$3.392.9 million in total, representing less than 0.02% of International Paper’s gross revenue in 20182019		No
				Routine purchases from ADM		$57.163.9 million in total, representing less than 0.09%0.098% of ADM’s gross revenue in 20182019		No

Board Committees

As described above, in order to fulfill its responsibilities, the Board has delegated certain authority to its committees. The Board has four standing committees and one ad hoc Executive Committee: (i) Audit and Finance; (ii) Governance; (iii) Management Development and Compensation; and (iv) Public Policy and Environment. The Executive Committee meets only if Board action is required and a quorum of the full Board cannot be convened on a timely basis.

Each committee has its own charter, and each charter is reviewed annually by each committee to assure ongoing compliance with applicable law and sound governance practices. The Governance Committee assesses the Executive Committee Charter. Committee charters are available atwww.internationalpaper.comunder the“Company”tab at the top of the page followed by the“Leadership”link and then under the“Board Committees”link. A paper copy is available at no cost by written request to the Corporate Secretary.

Committee Assignments

Independent Board members are assigned to one or more committees. The Governance Committee recommends any changes in assignments to the entire Board. Committee chairs are rotated periodically, usually every three to five years.

Governance Committee

Current Members Ilene S. Gordon (Chair) William J. Burns Clinton A. Lewis, Jr. Kathryn D. Sullivan J. Steven Whisler All Members are Independent

Meetings Meeting agendas are developed by the Governance Committee chair in consultation with committee members and senior leaders, who regularly attend the meetings. Responsibilities The Governance Committee is responsible for assuring the Company abides by sound corporate governance principles, including compliance with the Company’s Certificate of Incorporation, By-Laws, andCorporate Governance Guidelines, and reviewing conflicts of interest, including related person transactions under ourRelated Person Transactions Policy and Procedures. The committee also serves as the Board’s nominating committee, responsible for identifying and recommending individuals qualified to become Board members and for evaluating directors being considered for re-election. The committee is also responsible for assuring that shareowner communications, including shareowner proposals, are addressed appropriately by the Board or Company management. The committee also recommends non-employee director compensation, and assists the Board in its annual self assessment.

www.internationalpaper.com

3435

2019 Proxy Statement

---

Table of Contents

Information About Corporate Governance

Audit and Finance Committee

Current Members Ray G. Young (Chair) Christopher M. Connor Ahmet C. Dorduncu Anders Gustafsson Jacqueline C. Hinman All Members are Independent

Meetings Meeting agendas are developed by the Audit and Finance Committee chair in consultation with committee members and senior management, who regularly attend the meetings. At each meeting, the committee holds executive sessions without members of management, and it also meets privately with representatives from our independent registered public accounting firm, and separately with each of the Chief Financial Officer, General Counsel, Vice President of Internal Audit, and Controller. Responsibilities The Audit and Finance Committee assists our Board in monitoring the integrity of our financial statements and financial reporting procedures, reviewing the independent registered public accounting firm’s qualifications and independence, overseeing the performance of our internal audit function and independent registered public accounting firm, coordinating our compliance with legal and regulatory requirements relating to the use and development of our financial resources, and monitoring the risk of financial fraud involving management and ensuring that controls are in place to prevent, deter and detect fraud by management. In overseeing the performance of our internal audit function and independent registered public accounting firm, the Audit and Finance Committee discusses the scope, significant risks and plans for the independent audit as well as the annual internal audit workplan. Throughout the year, at the Audit and Finance Committee meetings and in private sessions, the Audit and Finance Committee discusses issues encountered or any changes in planned audit scopes. These meetings may include key members of the audit teams, subject matter experts, and key members of the management team.

The Company’s Independent Registered Public Accounting Firm

The Audit and Finance Committee is responsible for the appointment, compensation, retention and oversight of the independent external audit firm retained to audit the Company’s financial statements. The committee has evaluated the qualifications, performance and independence of Deloitte & Touche, including discussions regarding PCAOB inspection results, peer reviews and any other internal inspection results and trends in their internal system of quality controls, and appointed Deloitte & Touche as the Company’s independent external auditor for the fiscal year 2019. Deloitte & Touche has served as International Paper’s independent external auditor continuously since 2002. In order to assure continuing auditor independence, the Audit and Finance Committee periodically considers whether there should be a rotation of the independent external audit firm. The members of the Audit and Finance Committee and the Board believe the continued retention of Deloitte & Touche to serve as the Company’s independent external auditor is in the best interests of International Paper and its shareowners.

Deloitte & Touche’s reports on the consolidated financial statements for each of the three fiscal years in the period ended December 31, 2018, which were included in the Company’s 2018 Annual Report on Form 10-K, did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. Representatives of Deloitte & Touche will be present at the 2019 annual meeting to answer questions, and they also will have the opportunity to make a statement if they desire to do so.

www.internationalpaper.com

35

---

Table of Contents

Information About Corporate Governance

Independent Auditor Fees

The Audit and Finance Committee engaged Deloitte & Touche to perform an annual integrated audit of the Company’s financial statements, which includes an audit of the Company’s internal controls over financial reporting, for the years ended December 31, 2017, and December 31, 2018. The total fees and expenses paid to Deloitte & Touche are as follows:

		2017		2018
		($, in thousands)		($, in thousands)
Audit Fees		16,368		16,027
Audit-Related Fees		1,730		3,667
Tax Fees		3,632		5,536
All Other Fees		172		79
Total Fees		21,902		25,309

Services Provided by the Independent Auditors

All services rendered by Deloitte & Touche are permissible under applicable laws and regulations, and are pre-approved by the Audit and Finance Committee. For a complete copy of International Paper’s “Guidelines of International Paper Company Audit and Finance Committee for Pre-Approval of Independent Auditor Services,” please write to the Corporate Secretary, or visit us on our website,www.internationalpaper.com, under the“Company”tab, then the“Governance”link.

Pursuant to rules adopted by the SEC, the fees paid to Deloitte & Touche for services provided are presented in the table above under the following categories:

1.	Audit Fees– These are fees for professional services performed by Deloitte & Touche for the audit and review of our annual financial statements that are normally provided in connection with statutory and regulatory filings or engagements, comfort letters, consents and other services related to SEC matters. Audit fees in both years include amounts related to the audit of the effectiveness of internal controls over financial reporting.
2.	Audit-Related Fees– These are fees for assurance and related services performed by Deloitte & Touche that are reasonably related to the performance of the audit or review of our financial statements. This includes employee benefit and compensation plan audits, accounting consultations on divestitures and acquisitions, attestations by Deloitte & Touche that are not required by statute or regulation, consulting on financial accounting and reporting standards, and consultations on internal controls and quality assurance audit procedures related to new or changed systems or work processes.
3.	Tax Fees– These are fees for professional services performed by Deloitte & Touche with respect to tax compliance, tax advice and tax planning. This includes consultations on preparation of original and amended tax returns for the Company and its consolidated subsidiaries, refund claims, payment planning, and tax audit assistance. Deloitte & Touche has not provided any services related to tax shelter transactions, nor has Deloitte & Touche provided any services under contingent fee arrangements.
4.	All Other Fees– These are fees for other permissible work performed by Deloitte & Touche that do not meet the above category descriptions. The services relate to various consultations that are permissible under applicable laws and regulations, which are primarily related to engagements to provide advice, observations, and recommendations regarding operations, infrastructure and distribution to be considered by the Company.

36

2019 Proxy Statement

---

Table of Contents

Information About Corporate Governance

Audit and Finance Committee Report

The following is the report of the Audit and Finance Committee with respect to the Company’s audited financial statements for the fiscal year ended December 31, 2018.

The Audit and Finance Committee assists the Board of Directors in its oversight of the Company’s financial reporting process and implementation and maintenance of effective controls to prevent, deter and detect fraud by management. The Audit and Finance Committee’s responsibilities are more fully described in its charter, which is accessible on the Company’s website atwww.internationalpaper.comunder the “Company” tab at the top of the page and then under the “Leadership” link and the “Board Committees” section. Paper copies of the Audit and Finance Committee charter may be obtained, without cost, by written request to Ms. Sharon R. Ryan, Corporate Secretary, International Paper Company, 6400 Poplar Avenue, Memphis, TN 38197.

In fulfilling its oversight responsibilities, the Audit and Finance Committee has reviewed and discussed the Company’s annual audited and quarterly consolidated financial statements for the 2018 fiscal year with management and Deloitte & Touche LLP (“Deloitte & Touche”), the Company’s independent registered public accounting firm, including discussions related to significant accounting policies and critical accounting estimates and their related disclosures. The Audit and Finance Committee has discussed with Deloitte & Touche the matters required to be discussed by Auditing Standard No. 1301, “Communications with Audit Committees,” issued by the Public Company Accounting Oversight Board (United States). The Audit and Finance Committee has received the written disclosures and the letter from Deloitte & Touche required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the audit committee concerning independence, and has discussed with Deloitte & Touche its independence from the Company and its management. The Audit and Finance Committee has also considered whether the provision of non-audit services by Deloitte & Touche is compatible with maintaining the firm’s independence.

The Board has determined that the following members of the Audit and Finance Committee are audit committee financial experts as defined in Item 407(d)(5)(ii) of Regulation S-K: Christopher M. Connor, Anders Gustafsson (joined committee effective March 1, 2019), Jacqueline C. Hinman and Ray G. Young. The Board has determined each member of the Audit and Finance Committee meets the independence and financial literacy requirements for audit committee members set forth under the listing standards of the NYSE and our independence standards.

Based on the review and discussions referred to above, the Audit and Finance Committee recommended to the Company’s Board of Directors that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018.

The Audit and Finance Committee has approved and selected, and the Board of Directors has ratified, Deloitte & Touche as the Company’s independent registered public accounting firm for 2019.

Audit and Finance Committee

Ray G. Young, Chair	Ahmet C. Dorduncu

Current Members Ray G. Young (Chair) Christopher M. Connor Ahmet C. Dorduncu Anders Gustafsson Jacqueline C. Hinman All Members are Independent

Meetings Meeting agendas are developed by the Audit and Finance Committee chair in consultation with committee members and senior management, who regularly attend the meetings. At each meeting, the committee holds executive sessions without members of management, and it also meets privately with representatives from our independent registered public accounting firm, and separately with each of the Chief Financial Officer, General Counsel, Vice President of Internal Audit, and Controller. Responsibilities The Audit and Finance Committee assists our Board in monitoring the integrity of our financial statements and financial reporting procedures, reviewing the independent registered public accounting firm’s qualifications and independence, overseeing the performance of our internal audit function and independent registered public accounting firm, coordinating our compliance with legal and regulatory requirements relating to the use and development of our financial resources, and monitoring the risk of financial fraud involving management and ensuring that controls are in place to prevent, deter and detect fraud by management. In overseeing the performance of our internal audit function and independent registered public accounting firm, the Audit and Finance Committee discusses the scope, significant risks and plans for the independent audit as well as the annual internal audit workplan. Throughout the year, at the Audit and Finance Committee meetings and in private sessions, the Audit and Finance Committee discusses issues encountered or any changes in planned audit scopes. These meetings may include key members of the audit teams, subject matter experts, and key members of the management team.

The Company’s Independent Registered Public Accounting Firm

The Audit and Finance Committee is responsible for the appointment, compensation, retention and oversight of the independent external audit firm retained to audit the Company’s financial statements. The committee has evaluated the qualifications, performance and independence of Deloitte & Touche, including discussions regarding PCAOB inspection results, peer reviews and any other internal inspection results and trends in their internal system of quality controls, and appointed Deloitte & Touche as the Company’s independent external auditor for the fiscal year 2020. Deloitte & Touche has served as International Paper’s independent external auditor continuously since 2002. In order to assure continuing auditor independence, the Audit and Finance Committee periodically considers whether there should be a rotation of the independent external audit firm. The members of the Audit and Finance Committee and the Board believe the continued retention of Deloitte & Touche to serve as the Company’s independent external auditor is in the best interests of International Paper and its shareowners. In making this determination, the Audit and Finance Committee and Board have taken into account Deloitte & Touche’s significant institutional knowledge of our business, operations, accounting policies and financial systems, and internal controls framework, as well as Deloitte’s global capabilities, technical expertise, depth of resources, quality, efficiency of services, quality of communications with the Audit and Finance Committee and management, and independence. In addition, in accordance with applicable rules on partner rotation, Deloitte & Touche rotates its lead audit engagement partner not less than every five years. The Audit and Finance Committee is involved in considering the selection of Deloitte & Touche’s primary engagement partner when there is a rotation.

Deloitte & Touche’s reports on the consolidated financial statements for each of the three fiscal years in the period ended December 31, 2019, which were included in the Company’s 2019 Annual Report on Form 10-K, did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. Representatives of Deloitte & Touche will be present at the 2020 annual meeting to answer questions, and they also will have the opportunity to make a statement if they desire to do so.

36

2020 Proxy Statement

---

Table of Contents

Information About Corporate Governance

Independent Auditor Fees

The Audit and Finance Committee engaged Deloitte & Touche to perform an annual integrated audit of the Company’s financial statements, which includes an audit of the Company’s internal controls over financial reporting, for the years ended December 31, 2018, and December 31, 2019. The total fees and expenses paid to Deloitte & Touche are as follows:

		2018		2019
		($, in thousands)		($, in thousands)
Audit Fees		15,773		16,103
Audit-Related Fees		3,667		1,071
Tax Fees		5,536		2,492
All Other Fees		79		414
Total Fees		25,055		20,080

Services Provided by the Independent Auditors

All services rendered by Deloitte & Touche are permissible under applicable laws and regulations, and are pre-approved by the Audit and Finance Committee. For a complete copy of International Paper’s “Guidelines of International Paper Company Audit and Finance Committee for Pre-Approval of Independent Auditor Services,” please write to the Corporate Secretary, or visit us on our website,www.internationalpaper.com, under the“Company”tab, followed by the“Leadership”link, and then the“Governance Documents”link.

Pursuant to rules adopted by the SEC, the fees paid to Deloitte & Touche for services provided are presented in the table above under the following categories:

1.	Audit Fees– These are fees for professional services performed by Deloitte & Touche for the audit and review of our annual financial statements, the review of our financial statements included in our quarterly Form 10-Q reports and those services that are normally provided by an independent auditor in connection with statutory and regulatory filings or engagements for the fiscal year, such as comfort letters, consents and other services related to SEC matters. Audit fees in both years include amounts related to the audit of the effectiveness of internal controls over financial reporting.
2.	Audit-Related Fees– These are fees for assurance and related services performed by Deloitte & Touche that are reasonably related to the performance of the audit or review of our financial statements. This includes employee benefit and compensation plan audits, accounting consultations on divestitures and acquisitions, attestations by Deloitte & Touche that are not required by statute or regulation, consulting on financial accounting and reporting standards, and consultations on internal controls and quality assurance audit procedures related to new or changed systems or work processes.
3.	Tax Fees– These are fees for professional services performed by Deloitte & Touche with respect to tax compliance, tax advice and tax planning. This includes consultations on preparation of original and amended tax returns for the Company and its consolidated subsidiaries, refund claims, payment planning, and tax audit assistance. Deloitte & Touche has not provided any services related to tax shelter transactions, nor has Deloitte & Touche provided any services under contingent fee arrangements.
4.	All Other Fees– These are fees for other permissible work performed by Deloitte & Touche that do not meet the above category descriptions. The services relate to various consultations that are permissible under applicable laws and regulations, which are primarily related to engagements to provide advice, observations, and recommendations regarding operations, infrastructure and distribution to be considered by the Company.
Christopher M. Connor	Jacqueline C. Hinman

www.internationalpaper.com

37

---

Table of Contents

Information About Corporate Governance

	Audit and Finance Committee Report
Public Policy and Environment

The following is the report of the Audit and Finance Committee with respect to the Company’s audited financial statements for the fiscal year ended December 31, 2019.

The Audit and Finance Committee assists the Board of Directors in its oversight of the Company’s financial reporting process and implementation and maintenance of effective controls to prevent, deter and detect fraud by management. The Audit and Finance Committee’s responsibilities are more fully described in its charter, which is accessible on the Company’s website atwww.internationalpaper.comunder the “Company” tab at the top of the page and then under the “Leadership” link and the “Board Committees” section. Paper copies of the Audit and Finance Committee charter may be obtained, without cost, by written request to Ms. Sharon R. Ryan, Corporate Secretary, International Paper Company, 6400 Poplar Avenue, Memphis, TN 38197.

In fulfilling its oversight responsibilities, the Audit and Finance Committee has reviewed and discussed the Company’s annual audited and quarterly consolidated financial statements for the 2019 fiscal year with management and Deloitte & Touche LLP (“Deloitte & Touche”), the Company’s independent registered public accounting firm, including discussions related to significant accounting policies and critical accounting estimates and their related disclosures. In addition, the Audit and Finance Committee has reviewed, and discussed with management and Deloitte & Touche, management’s assessment of the effectiveness of the Company’s internal control over financial reporting, and the evaluation by Deloitte & Touche of the Company’s internal control over financial reporting. The Audit and Finance Committee has discussed with Deloitte & Touche the matters required to be discussed by Auditing Standard No. 1301, “Communications with Audit Committees,” issued by the Public Company Accounting Oversight Board (United States). The Audit and Finance Committee has received the written disclosures and the letter from Deloitte & Touche required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the audit committee concerning independence, and has discussed with Deloitte & Touche its independence from the Company and its management. The Audit and Finance Committee has also considered whether the provision of non-audit services by Deloitte & Touche is compatible with maintaining the firm’s independence.

The Board has determined that the following members of the Audit and Finance Committee are audit committee financial experts as defined in Item 407(d)(5)(ii) of Regulation S-K: Christopher M. Connor, Anders Gustafsson, Jacqueline C. Hinman and Ray G. Young. The Board has determined that each member of the Audit and Finance Committee meets the independence and financial literacy requirements for audit committee members set forth under the listing standards of the NYSE and our independence standards, as well as applicable independence requirements under SEC rules.

Based on the review and discussions referred to above, the Audit and Finance Committee recommended to the Company’s Board of Directors that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019.

The Audit and Finance Committee has approved and selected, and the Board of Directors has ratified, Deloitte & Touche as the Company’s independent registered public accounting firm for 2020.

Audit and Finance Committee

Ray G. Young, Chair	Christopher M. Connor	Ahmet C. Dorduncu
Anders Gustafsson	Jacqueline C. Hinman

38

2020 Proxy Statement

---

Current Members (as of May 1, 2019) Kathryn D. Sullivan (Chair) William J. Burns Ahmet C. Dorduncu Anders Gustafsson Clinton A. Lewis, Jr. All Members are Independent Table of Contents Information About Corporate Governance

Meetings Meeting agendas are developed by the Public Policy and Environment Committee chair in consultation with committee members and senior leaders, who regularly attend the meetings. Responsibilities The Public Policy and Environment Committee has overall responsibility for the review of contemporary and emerging public policy issues, as well as technology issues pertaining to the Company. The committee reviews the Company’s health and safety policies, as well as environmental policies, including the Office of Sustainability policies, to ensure continuous improvement and compliance. The committee also reviews the Company’s policies and procedures for complying with certain of its legal and regulatory obligations, including our Code, and charitable and political contributions.

Public Policy and Environment Committee

Current Members Kathryn D. Sullivan (Chair) William J. Burns Ahmet C. Dorduncu Anders Gustafsson Clinton A. Lewis, Jr. All Members are Independent	Meetings Meeting agendas are developed by the Public Policy and Environment Committee chair in consultation with committee members and senior leaders, who regularly attend the meetings. Responsibilities The Public Policy and Environment Committee has overall responsibility for the review of contemporary and emerging public policy issues, as well as technology issues pertaining to the Company. The committee reviews the Company’s health and safety policies, as well as environmental policies, including the Office of Sustainability policies, to ensure continuous improvement and compliance. The committee also reviews the Company’s policies and procedures for complying with certain of its legal and regulatory obligations, including our Code, and charitable and political contributions.
Executive Committee

Current Members (as of May 1, 2019) Mark S. Sutton (Chair) Christopher M. Connor Ilene S. Gordon Kathryn D. Sullivan Ray G. Young	Executive Committee The Executive Committee may act for our Board, to the extent permitted by law, if Board action is required and a quorum of our full Board cannot be convened on a timely basis in person or telephonically. The Chairman of our Board, the independent Presiding Director, and the chair of each Board committee are members of the Executive Committee.
Executive Committee

38		2019 Current Members Mark S. Sutton (Chair) Christopher M. Connor Ilene S. Gordon Kathryn D. Sullivan Ray G. Young Executive Committee The Executive Committee may act for our Board, to the extent permitted by law, if Board action is required and a quorum of our full Board cannot be convened on a timely basis in person or telephonically. The Chairman of our Board, the independent Presiding Director, and the chair of each Board committee are members of the Executive Committee. www.internationalpaper.com 39 Table of Contents Information About Corporate Governance Management Development and Compensation Committee Current Members Christopher M. Connor (Chair) Ilene S. Gordon Jacqueline C. Hinman J. Steven Whisler Ray G. Young All Members are Independent Meetings Meeting agendas are developed by the Management Development and Compensation Committee chair in consultation with committee members and senior leaders, who regularly attend the meetings. An executive session without management present is held at each meeting. The committee’s independent compensation consultant is Frederic W. Cook & Co., Inc. (“FW Cook”). FW Cook regularly attends the committee’s meetings. Responsibilities The Management Development and Compensation Committee is responsible for overseeing our overall compensation program and approving the compensation of our senior management (other than the CEO). The committee is responsible for conducting performance evaluations of the Chairman and CEO not less than annually, in accordance with the process organized by the Presiding Director, and recommending compensation of the CEO to the independent directors based on such evaluations. The committee is also responsible for discussing with Company management the required disclosure under Item 407(e)(5) of Regulation S-K, including the Compensation Discussion & Analysis that is prepared as part of this proxy statement, and for recommending that it be included in our proxy statement. The committee is responsible for ensuring we have in place policies and programs for the development of senior leaders and succession planning. The committee acts as the oversight committee with respect to our retirement and benefit plans for senior officers and must approve significant changes to the retirement and benefit plans for our employees. With respect to those plans, the committee may delegate authority for both day-to-day administration and interpretation of the programs, except as it may impact our senior leaders, including the CEO. Role of Independent Consultant. The Management Development and Compensation Committee engaged FW Cook, commencing in mid-2011, to serve as its independent, external compensation consultant. The committee has sole authority for retaining or terminating FW Cook, as well as approving the terms of engagement, including fees. FW Cook works exclusively for the committee and provides no services to the Company, other than services provided in the firm’s capacity as the committee’s consultant. FW Cook is expected to achieve the following objectives: ● Attend meetings of the Management Development and Compensation Committee as requested; ● Acquire adequate knowledge and understanding of our compensation philosophy and incentive programs; ● Provide advice on the direction and design of our executive compensation programs; ● Provide insight into the general direction of executive compensation within Fortune 500 companies; and ● Facilitate open communication between our management and the Management Development and Compensation Committee, assuring both parties are aware and knowledgeable of ongoing issues. 40 2020 Proxy Statement Table of Contents Information About Corporate Governance Assessment and Management of Compensation-Related Risk.The Management Development and Compensation Committee is committed to completing an annual risk assessment to evaluate the Company’s compensation plans and practices. In 2019, at the committee’s request, FW Cook conducted a risk assessment with the objective of identifying any compensation plans and practices that may encourage employees to take unnecessary or excessive risks that could threaten the Company. No such plans or practices were identified. The results of this 2019 evaluation indicated, and Compensation Committee Current Members (as of May 1, 2019) Christopher M. Connor (Chair) Ilene S. Gordon Jacqueline C. Hinman J. Steven Whisler Ray G. Young All Members are Independent Meetings Meeting agendas are developed by the Management Development and Compensation Committee chair in consultation with committee members and senior leaders, who regularly attend the meetings. An executive session without management present is held at each meeting. The committee’s independent compensation consultant is Frederic W. Cook & Co., Inc. (“FW Cook”). FW Cook regularly attends the committee’s meetings. Responsibilities The Management Development and Compensation Committee is responsible for overseeing our overall compensation program and approving the compensation of our senior management (other than the CEO). The committee is responsible for conducting performance evaluations of the Chairman and CEO not less than annually, in accordance with the process organized by the Presiding Director, and recommending compensation of the CEO to the independent directors based on such evaluations. The committee is also responsible for discussing with Company management the required disclosure under Item 407(e)(5) of Regulation S-K, including the Compensation Discussion & Analysis that is prepared as part of this proxy statement, and for recommending that it be included in our proxy statement. The committee is responsible for ensuring we have in place policies and programs for the development of senior leaders and succession planning. The committee acts as the oversight committee with respect to our retirement and benefit plans for senior officers and must approve significant changes to the retirement and benefit plans for our employees. With respect to those plans, the committee may delegate authority for both day-to-day administration and interpretation of the programs, except as it may impact our senior leaders, including the CEO. Role of Independent Consultant. The Management Development and Compensation Committee engaged FW Cook, commencing in mid-2011, to serve as its independent, external compensation consultant. The committee has sole authority for retaining or terminating FW Cook, as well as approving the terms of engagement, including fees. FW Cook works exclusively for the committee and provides no services to the Company. FW Cook is expected to achieve the following objectives: ● Attend meetings of the Management Development and Compensation Committee as requested; ● Acquire adequate knowledge and understanding of our compensation philosophy and incentive programs; ● Provide advice on the direction and design of our executive compensation programs; ● Provide insight into the general direction of executive compensation within Fortune 500 companies; and ● Facilitate open communication between our management and the Management Development and Compensation Committee, assuring both parties are aware and knowledgeable of ongoing issues. www.internationalpaper.com 39 Table of Contents Information About Corporate Governance Assessment and Management of Compensation-Related Risk.The Committee is committed to completing an annual risk assessment to evaluate the Company’s compensation plans and practices. In 2018, at the committee’s request, FW Cook conducted a risk assessment with the objective of identifying any compensation plans and practices that may encourage employees to take unnecessary or excessive risks that could threaten the Company. No such plans or practices were identified. The results of this 2018 evaluation indicated, and the Committee thus concluded, that there are no significant compensation-related risk areas at the Company and that our compensation plans and practices do not encourage unnecessary or excessive risk-taking and do not create risks that are reasonably likely to have a material adverse effect on the Company. Also, based on this evaluation, the committee concluded that the Company’s executive compensation program appropriately aligns compensation with long-term shareowner value creation and avoids short-term rewards for decisions that could pose long-term risks to the Company. These conclusions were based on the following factors: ● Our compensation mix is appropriately balanced and incentive compensation is not overly weighted toward short-term performance at the expense of long-term value creation; ● Our short-term incentive compensation award pool is appropriately capped, thereby limiting payout potential; ● Our long-term incentive compensation is also capped and is based entirely on performance shares, which are less leveraged than stock options and, unlike time-based restricted stock awards, reward both Company performance and stock price; ● Our performance is measured against absolute and relative metrics to ensure quality and sustainability of Company performance; ● We have adopted several programs that serve to mitigate potential risk, including officer stock ownership requirements, clawback policies in our incentive compensation programs, and non-compete and non-solicitation agreements to deter behavior that could be harmful to the Company either during or after employment; and ● The committee maintains strict controls over the Company’s equity granting practices, and our incentive compensation plan prohibits option re-pricing without shareowner approval. Compensation Committee Interlocks and Insider Participation The members of the Management Development and Compensation Committee during 2018 were Mr. J. Steven Whisler, outgoing Chair (until May 1, 2019), Mr. David J. Bronczek, Mr. Christopher M. Connor, incoming Chair (beginning May 1, 2019), Ms. Ilene S. Gordon, Mr. John L. Townsend, III, and Mr. Ray G. Young. No member of the Management Development and Compensation Committee was, during the fiscal year, an officer or employee of the Company or was formerly an officer of the Company. Please refer to the discussion below related to “Transactions with Related Persons,” for additional information requiring disclosure by us under Item 404 of Regulation S-K under the Exchange Act for members of the Company’s Management Development and Compensation Committee. In addition, no executive officer of the Company served as a member of the compensation committee (or its equivalent) of another entity, or as a director of another entity, one of whose executive officers served on our Management Development and Compensation Committee. No executive officer of the Company served as a member of the compensation committee (or its equivalent) of another entity, one of whose executive officers served as one of our directors. Transactions with Related Persons Transactions Covered.Our Board has adopted a written policy and procedures for review and approval or ratification of transactions involving the Company and “related persons” (directors and executive officers and their immediate family members or shareowners owning 5 percent or greater of our outstanding common stock and their immediate family members). The policy covers any related person transaction that meets the minimum threshold for disclosure in the proxy statement under the SEC’s rules, specifically, any transaction involving us in which: (i) the amount involved exceeded $120,000, and (ii) a related person had a direct or indirect material interest. 40 2019 Proxy Statement Table of Contents Information About Corporate Governance Related Person Transaction Review Procedures.Related person transactions are approved in advance by the Governance Committee whenever possible, or must be ratified as promptly as possible thereafter. We disclose in our proxy statement any transactions that are found to be directly or indirectly material to a related person. Prior to entering into a transaction, a related person must provide the details of the transaction to the General Counsel, including the relationship of the person to the Company the dollar amount involved,either during or after employment; and whether the related person or his or her family member has or will have a direct or indirect interest in the transaction.
●	The General Counsel evaluates the transaction to determine if the Company or the related person has a direct or indirect material interest in the transaction. If so, then the General Counsel notifies the CEO and submits the facts of the transaction to the Governance Committee for its review. The Governance Committee may approve a transaction only if these review procedures have been followed, and the Governance Committee determines that the transaction is not detrimental to the Company and does not violatecommittee maintains strict controls over the Company’sConflict of Interest Policy. Related Person Transactions.Please see the table under the heading “Transactions Considered in Analysis of Director Independence” for a description of related person transactions during 2018. Our Related Person Transaction procedures are available at www.internationalpaper.com under the “Company” tab at the top of the page followed by the “Leadership” link equity granting practices, and then under the “Governance” link. A paper copy is available at no cost by written request to the Corporate Secretary. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Exchange Act requires our directors and certain officers, as well as persons who own more than 10 percent of our common stock, to file with the SEC initial reports of beneficial ownership on Form 3, and reports of subsequent changes in beneficial ownership on Forms 4 or 5. Based solely on our review of these forms, and certifications from our executive officers and directors that no other reports were required for such persons, we believe that all directors and officers complied with the filing requirements applicable to them for the fiscal year ended December 31, 2018.incentive compensation plan prohibits option re-pricing without shareowner approval.

Compensation Committee Interlocks and Insider Participation

The members of the Management Development and Compensation Committee during 2019 were Mr. Christopher M. Connor, Chair, Mr. David J. Bronczek (retired February 28, 2019), Ms. Ilene S. Gordon, Jacqueline C. Hinman (beginning May 1, 2019), J. Steven Whisler and Mr. Ray G. Young. No member of the Management Development and Compensation Committee was, during the fiscal year, an officer or employee of the Company or was formerly an officer of the Company. Please refer to the discussion below related to “Transactions with Related Persons,” for additional information requiring disclosure by us under Item 404 of Regulation S-K under the Exchange Act for members of the Company’s Management Development and Compensation Committee.

In addition, no executive officer of the Company served as a member of the compensation committee (or its equivalent) of another entity, or as a director of another entity, one of whose executive officers served on our Management Development and Compensation Committee. No executive officer of the Company served as a member of the compensation committee (or its equivalent) of another entity, one of whose executive officers served as one of our directors.

Transactions with Related Persons

Transactions Covered.Our Board has adopted a written policy and procedures for review and approval or ratification of transactions involving the Company and “related persons” (directors, director nominees and executive officers and their immediate family members or shareowners owning 5 percent or greater of our outstanding common stock and their immediate family members). The policy covers any related person transaction in which (i) the amount involved exceeded $120,000, and (ii) a related person had or will have a direct or indirect material interest. The policy also provides that any transaction in which the Company participates with another company that employs a related person, or is controlled by a related person, or in which a related person has an ownership interest or financial interest material to such related person, shall be considered a related person transaction for purposes of the policy. The policy also sets forth certain clarifications and exceptions with respect to the applicability of the policy to certain types of transactions.

www.internationalpaper.com

41

---

Table of Contents

Information About Corporate Governance

Related Person Transaction Review Procedures.In accordance with the procedures set forth below, related person transactions are approved in advance by the Governance Committee whenever possible, or must be ratified by the Governance Committee as promptly as possible thereafter. We disclose in our proxy statement any transactions that are required to be disclosed in accordance with Item 404(a) of Regulation S-K.

Prior to entering into a related person transaction (as defined in our policy), a related person must provide the details of the transaction to the General Counsel, including the relationship of the person to the Company, the dollar amount involved, and whether the related person or his or her family member has or will have a direct or indirect interest in the transaction. The General Counsel evaluates the transaction to determine if the Company or the related person has a direct or indirect material interest in the transaction. If so, then the General Counsel notifies the CEO and submits the facts of the transaction to the Governance Committee for its review. The Governance Committee may approve a transaction only if these review procedures have been followed, and the Governance Committee determines that the transaction is not detrimental to the Company and does not violate the Company’sConflict of Interest Policy.

Related Person Transactions.Since January 1, 2019, the Company has not been a participant in any transaction, and is not a participant in any currently proposed transaction, in which any related person had or will have a direct or indirect material interest that would require disclosure under Item 404(a) of Regulation S-K.

Our Related Person Transaction procedures are available at www.internationalpaper.com under the “Company” tab at the top of the page followed by the “Leadership” link and then under the “Governance Documents” link. A paper copy is available at no cost by written request to the Corporate Secretary.

42

2020 Proxy Statement

---

Table of Contents

Director Compensation

Compensation Philosophy

Our compensation program for non-employee directors is guided by the following principles. We believe our director compensation program should:

●	Provide total compensation comprising both cash and equity elements that targets the median level of compensation paid by our Compensation Comparator Group (“CCG”) listed in the Compensation Discussion & Analysis section of this proxy statement;
●	Align the interests of our directors with the interests of our shareowners;
●	Attract and retain top director talent; and
●	Be flexible to meet the needs of a diverse group of directors.

Each element of director compensation discussed below is recommended by the Governance Committee and approved by our Board. Mr. Sutton does not receive compensation for his service as a director.

Stock Ownership Requirements

Our director stock ownership policy requires our directors to hold equity of the Company valued at two times the total annual Board retainer, which, through April 30, 2019, is equivalent to 4.9 times the annual cash retainer (and requires ownership of Company stock equivalent to $550,000). We believe this helps align the interests of our directors with the interests of our shareowners. New directors have four years from the date of their electionshareowners;

●

Attract and retain top director talent; and

●

Be flexible to meet the ownership requirement. Asneeds of December 31, 2018,a diverse group of directors.

Each element of director compensation discussed below is recommended by the Governance Committee and approved by our Board. Mr. Sutton does not receive compensation for his service as a director.

Stock Ownership Requirements

Our director stock ownership policy requires our directors to hold equity of the Company valued at two times the total annual Board retainer, which, through April 30, 2020, is equivalent to 4.9 times the annual cash retainer (and requires ownership of Company stock equivalent to $550,000). We believe this helps align the interests of our directors with the interests of our shareowners. New directors have four years from the date of their election to meet the ownership requirement. As of December 31, 2019, all directors who were required to meet the ownership levels held the requisite amount of equity.

Elements of Our DirectorManagement Development and Compensation ProgramCommittee

Current Members Christopher M. Connor (Chair) Ilene S. Gordon Jacqueline C. Hinman J. Steven Whisler Ray G. Young All Members are Independent For

Meetings Meeting agendas are developed by the May 2018Management Development and Compensation Committee chair in consultation with committee members and senior leaders, who regularly attend the meetings. An executive session without management present is held at each meeting. The committee’s independent compensation consultant is Frederic W. Cook & Co., Inc. (“FW Cook”). FW Cook regularly attends the committee’s meetings. Responsibilities The Management Development and Compensation Committee is responsible for overseeing our overall compensation program and approving the compensation of our senior management (other than the CEO). The committee is responsible for conducting performance evaluations of the Chairman and CEO not less than annually, in accordance with the process organized by the Presiding Director, and recommending compensation of the CEO to April 2019 service year, compensationthe independent directors based on such evaluations. The committee is also responsible for discussing with Company management the required disclosure under Item 407(e)(5) of Regulation S-K, including the Compensation Discussion & Analysis that is prepared as part of this proxy statement, and for recommending that it be included in our proxy statement. The committee is responsible for ensuring we have in place policies and programs for the development of senior leaders and succession planning. The committee acts as the oversight committee with respect to our retirement and benefit plans for senior officers and must approve significant changes to the retirement and benefit plans for our non-employee directors consists of: ● An annual retainer fee that is a mix of cash and equity; ● Committee chair fees, a Presiding Director fee, and an Audit and Finance Committee member fee, as applicable; and ● Life insurance, business travel accident insurance, and liability insurance. On at least a biennial basis, we evaluateemployees. With respect to those plans, the reasonablenesscommittee may delegate authority for both day-to-day administration and appropriatenessinterpretation of the totalprograms, except as it may impact our senior leaders, including the CEO.

Role of Independent Consultant. The Management Development and Compensation Committee engaged FW Cook, commencing in mid-2011, to serve as its independent, external compensation consultant. The committee has sole authority for retaining or terminating FW Cook, as well as approving the terms of engagement, including fees. FW Cook works exclusively for the committee and provides no services to the Company, other than services provided in the firm’s capacity as the committee’s consultant. FW Cook is expected to achieve the following objectives:

●	Attend meetings of the Management Development and Compensation Committee as requested;
●	Acquire adequate knowledge and understanding of our compensation paid tophilosophy and incentive programs;
●	Provide advice on the direction and design of our directors in comparison to peer companies who compriseexecutive compensation programs;
●	Provide insight into the general direction of executive compensation within Fortune 500 companies; and
●	Facilitate open communication between our CCG. We target our directormanagement and the Management Development and Compensation Committee, assuring both parties are aware and knowledgeable of ongoing issues.

40

2020 Proxy Statement

---

Table of Contents

Information About Corporate Governance

Assessment and Management of Compensation-Related Risk.The Management Development and Compensation Committee is committed to completing an annual risk assessment to evaluate the Company’s compensation plans and practices. In 2019, at the committee’s request, FW Cook conducted a risk assessment with the objective of identifying any compensation plans and practices that may encourage employees to take unnecessary or excessive risks that could threaten the Company. No such plans or practices were identified. The results of this 2019 evaluation indicated, and the committee thus concluded, that there are no significant compensation-related risk areas at the Company and that our compensation plans and practices do not encourage unnecessary or excessive risk-taking and do not create risks that are reasonably likely to have a material adverse effect on the Company. Also, based on this evaluation, the committee concluded that the Company’s executive compensation program appropriately aligns compensation with long-term shareowner value creation and avoids short-term rewards for decisions that could pose long-term risks to the Company. These conclusions were based on the following factors:

●	Our compensation mix is appropriately balanced and incentive compensation is not overly weighted toward short-term performance at the medianexpense of our CCG.long-term value creation;
●	Annual CompensationOur short-term incentive compensation award pool is appropriately capped, thereby limiting payout potential;
●	The annual retainer fees for the May 2018Our long-term incentive compensation is also capped and is based entirely on performance shares, which are less leveraged than stock options and, unlike time-based restricted stock awards, reward both Company performance and stock price;
●	Our performance is measured against absolute and relative metrics to April 2019 service year are shown in the table below. A director’s annual compensation paid as board fees is $275,000, approximately 41 percentensure quality and sustainability of which is payable in cash and 59 percent of which is payable in equity. A director may electCompany performance;
●	We have adopted several programs that serve to convert all or 50 percent of his or her cash retainer fee into shares of restricted stock. In order to encourage directormitigate potential risk, including officer stock ownership a director who makes this election receives a 20 percent premiumrequirements, clawback policies in additional shares of restricted stock. Ten ofour incentive compensation programs, and non-compete and non-solicitation agreements to deter behavior that could be harmful to the 12 non-employee directors who servedCompany either during 2018 elected to receive stock in lieu of all or 50 percent ofafter employment; and
●	The committee maintains strict controls over the cash retainer feeCompany’s equity granting practices, and received the applicable premium. Restrictions on shares awarded to our directors under our currentincentive compensation plan lapse one year from the date of grant, and then the shares are freely transferable, subject to our director stock ownership requirement and securities regulations.prohibits option re-pricing without shareowner approval. 42 Compensation Committee Interlocks and Insider Participation The members of the Management Development and Compensation Committee during 2019 were Mr. Christopher M. Connor, Chair, Mr. David J. Bronczek (retired February 28, 2019), Ms. Ilene S. Gordon, Jacqueline C. Hinman (beginning May 1, 2019), J. Steven Whisler and Mr. Ray G. Young. No member of the Management Development and Compensation Committee was, during the fiscal year, an officer or employee of the Company or was formerly an officer of the Company. Please refer to the discussion below related to “Transactions with Related Persons,” for additional information requiring disclosure by us under Item 404 of Regulation S-K under the Exchange Act for members of the Company’s Management Development and Compensation Committee. In addition, no executive officer of the Company served as a member of the compensation committee (or its equivalent) of another entity, or as a director of another entity, one of whose executive officers served on our Management Development and Compensation Committee. No executive officer of the Company served as a member of the compensation committee (or its equivalent) of another entity, one of whose executive officers served as one of our directors. Transactions with Related Persons Transactions Covered.Our Board has adopted a written policy and procedures for review and approval or ratification of transactions involving the Company and “related persons” (directors, director nominees and executive officers and their immediate family members or shareowners owning 5 percent or greater of our outstanding common stock and their immediate family members). The policy covers any related person transaction in which (i) the amount involved exceeded $120,000, and (ii) a related person had or will have a direct or indirect material interest. The policy also provides that any transaction in which the Company participates with another company that employs a related person, or is controlled by a related person, or in which a related person has an ownership interest or financial interest material to such related person, shall be considered a related person transaction for purposes of the policy. The policy also sets forth certain clarifications and exceptions with respect to the applicability of the policy to certain types of transactions. www.internationalpaper.com 41 Table of Contents Information About Corporate Governance Related Person Transaction Review Procedures.In accordance with the procedures set forth below, related person transactions are approved in advance by the Governance Committee whenever possible, or must be ratified by the Governance Committee as promptly as possible thereafter. We disclose in our proxy statement any transactions that are required to be disclosed in accordance with Item 404(a) of Regulation S-K. Prior to entering into a related person transaction (as defined in our policy), a related person must provide the details of the transaction to the General Counsel, including the relationship of the person to the Company, the dollar amount involved, and whether the related person or his or her family member has or will have a direct or indirect interest in the transaction. The General Counsel evaluates the transaction to determine if the Company or the related person has a direct or indirect material interest in the transaction. If so, then the General Counsel notifies the CEO and submits the facts of the transaction to the Governance Committee for its review. The Governance Committee may approve a transaction only if these review procedures have been followed, and the Governance Committee determines that the transaction is not detrimental to the Company and does not violate the Company’sConflict of Interest Policy. Related Person Transactions.Since January 1, 2019, the Company has not been a participant in any transaction, and is not a participant in any currently proposed transaction, in which any related person had or will have a direct or indirect material interest that would require disclosure under Item 404(a) of Regulation S-K. Our Related Person Transaction procedures are available at www.internationalpaper.com under the “Company” tab at the top of the page followed by the “Leadership” link and then under the “Governance Documents” link. A paper copy is available at no cost by written request to the Corporate Secretary. 42 2020 Proxy Statement Table of Contents Director Compensation Directors may also elect to defer receipt of their equity retainer fee. Directors who make this election receive restricted stock units (“RSUs”) in lieu of restricted stock. RSUs are not transferable until a director’s retirement from the Board, death or disability. The cash value of RSUs is paid in January following retirement, death or disability. Six of the 12 non-employee directors who served during 2018 elected to defer payment of all or a portion of their equity compensation until retirement, death or disability. Elections with regard to form of payment and deferrals are made in December preceding each service year. We use the closing market price of the Company’s common stock on the day preceding our annual meeting in May to award the equivalent number of shares for the $163,000 equity retainer and restricted stock elected by our directors in lieu of their cash retainer fee. RSUs are settled in cash based on the closing price of the Company’s common stock as of December 31 of the year of the director’s retirement. Directors earn dividends on their shares of stock and RSUs, which they may elect to receive either as cash or in the form of additional shares of restricted stock or RSUs. Dividends are paid to the director at the time the underlying award is vested or settled. In addition, each committee chair receives a fee for his or her service in such role. For 2018, Messrs. Bronczek, Whisler and Young and Admiral Johnson each received a committee chair fee. Members of our Audit and Finance Committee also receive an additional fee for their services on this committee. For 2018, Messrs. Connor, Dorduncu, Townsend and Young, Ms. Hinman and Admiral Johnson each received an Audit and Finance Committee member fee. As Presiding Director, Ms. Gordon also received a Presiding Director fee for 2018. Type of Fee 2018-2019 Fee Amount ($) Board Fees Cash Retainer 112,000 Equity Retainer 163,000 Committee Fees Audit and Finance Committee Chair 25,000 Audit and Finance Committee Member 10,000 Management Development and Compensation Committee Chair 20,000 Governance Committee Chair 20,000 Public Policy and Environment Chair 20,000 Presiding Director Fee 27,500 Insurance and Indemnification Contracts We provide life insurance in the amount of $10,500 to each of our non-employee directors, and travel accident insurance in the amount of $500,000 that covers a director if he or she dies or suffers certain injuries while traveling on Company business. We provide liability insurance for our directors, officers and certain other employees at an annual cost of approximately $3 million. The primary underwriters of coverage, which was renewed in 2018 and extends to July 1, 2019, are XL Specialty Insurance Company and ACE American Insurance Company. Our By-Laws provide for standard indemnification of our directors and officers in accordance with New York law. We also have contractual arrangements with our directors that indemnify them in certain circumstances for costs and liabilities incurred in actions brought against them while acting as our directors. www.internationalpaper.com 43 Table of Contents Director Compensation Our Analysis We believe our director compensation program appropriately compensates our directors for their time and commitment to the Company and is consistent with our compensation philosophy as shown in the following table. Our Director Pay Principles Our 2018 Director Pay Policies and Practices ✓Target compensation at median of CCG ●Maintained mix of cash and equity in line with cross-section of similar companies (CCG) ✓Align the interests of our directors with the interests of our shareowners ●Paid 59 percent of board fees in the form of equity to ensure that directors, like shareowners, have a personal stake in the Company’s financial performance ✓Attract and retain top director talent ●Compensated directors competitively, based on a cross-section of similar companies (CCG) ✓Maintain flexibility to meet the needs of a diverse group of directors ●Continued to allow directors to choose between cash and equity and to elect to defer their fees until retirement Non-Employee Director Compensation Table The following table provides information on 2018 compensation for non-employee directors. This table shows fiscal year 2018 compensation based on the SEC’s compensation disclosure requirements, though we pay our directors on a May to April service year. The amounts in the table below show differences among directors because (i) each director makes an individual election to receive his or her fees in cash and/or equity; (ii) certain directors receive committee chair fees, a Presiding Director fee, and/or member fees; and (iii) directors may join our Board on different dates, so their compensation is prorated for the year. Name of Director       Fees Earned or Paid in Cash ($)(1)       Stock Awards ($)(2)       Total ($) David J. Bronczek (retired 2/28/2019) 66,000 240,231 306,231 William J. Burns — 297,379 297,379 Christopher M. Connor — 307,399 307,399 Ahmet C. Dorduncu 123,275 162,989 286,264 Ilene S. Gordon — 324,883 324,883 Jacqueline C. Hinman 61,000 235,220 296,220 Jay L. Johnson (retired 12/31/2018) 3,070 327,388 330,458 Clinton A. Lewis, Jr. — 297,379 297,379 Kathryn D. Sullivan 56,000 230,210 286,210 John L. Townsend, III (retired 4/30/2018) 44,111 — 44,111 J. Steven Whisler — 317,367 317,367 Ray G.Young — 322,378 322,378 (1) As described above, certain directors elected to receive shares of restricted stock in lieu of cash and therefore had no cash compensation during 2018. (2) The value of stock awards shown in the “Stock Awards” column is based on grant date fair value calculated under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. The grant date fair value of the equity awards shown in the “Stock Awards” column is based on the closing price of the Company’s common stock on the last business day immediately preceding the date of grant, which was May 7, 2018. Directors who elect to defer their equity retainer fee receive RSUs rather than restricted stock. Restrictions on shares awarded to our directors under our current compensation plan lapse one year from the date of grant, and then the shares are freely transferable, subject to our director stock ownership requirement and securities regulations. RSUs are not transferable until a director’s retirement from the Board, death or disability. The cash value of RSUs is paid in January following retirement, death or disability. With respect to these stock awards, Mr. Bronczek forfeited 767 restricted shares and Admiral Johnson forfeited 2,091 RSUs due to their respective retirements from the Company. 44 2019 Proxy Statement Table of Contents Director Compensation The following table shows the aggregate number of unvested shares of restricted stock and RSUs outstanding as of December 31, 2018, for each non-employee director who served as of that date. Name of Director Aggregate Number of Shares Outstanding That Have Not Vested and RSUs (#) David J. Bronczek (retired 2/28/2019) 10,053 William J. Burns 26,567 Christopher M. Connor 9,574 Ahmet C. Dorduncu 3,123 Ilene S. Gordon 6,225 Jacqueline C. Hinman 4,507 Clinton A. Lewis, Jr. 8,777 Kathryn D. Sullivan 4,411 J. Steven Whisler 117,773 Ray G.Young 30,129 Total 221,139 www.internationalpaper.com 45 Table of Contents Director Compensation   Compensation Discussion & Analysis (“CD&A”)   Compensation Philosophy Our compensation program for non-employee directors is guided by the following principles. We believe our director compensation program should: ● Introduction This CD&A describesProvide total compensation comprising both cash and equity elements that targets the median level of compensation paid by our compensation program that applies to all of our executive officers, including our CEO and Senior Vice Presidents, whom we refer to as our Senior Leadership TeamCompensation Comparator Group (“SLT”). It is designed to provide shareowners with an understanding of our compensation philosophy, core design principles and decision-making process. This narrative further explains how our Management Development and Compensation Committee (“MDCC”CCG”) oversees and designslisted in the program and reviews the 2018 compensation of our Named Executive Officers (“NEOs”) as shown below: Mark S. Sutton CEO & Chairman of the Board (Principal Executive Officer) Timothy S. Nicholls Senior Vice President and Chief Financial Officer (Principal Financial Officer) Glenn R. Landau Former Senior Vice President and Chief Financial Officer (Principal Financial Officer until June 20, 2018) Catherine I. Slater Senior Vice President – Global Cellulose Fibers and IP Asia Sharon R. Ryan Senior Vice President, General Counsel and Corporate Secretary Jean-Michel Ribieras Senior Vice President – Industrial Packaging the Americas Mr. Nicholls was appointed Senior Vice President and Chief Financial Officer of the Company, effective June 20, 2018, a position he previously held from December 2007 through November 2011. Mr. Nicholls previously served as Senior Vice President – Industrial Packaging the Americas, from November 2014 until his appointment as CFO, immediately prior to which he served as Senior Vice President – Printing & Communications Papers the Americas from November 2011. Mr. Landau left the Company effective July 31, 2018, and served as the Company’s CFO and Principal Financial Officer until the appointment of Mr. Nicholls. Overview of Our CD&A COMPENSATION COMMITTEE Q&A ON 2018 PLAN DESIGN Compensation Committee Report 48 EXECUTIVE SUMMARY 2018 Financial Highlights 49 2018 Executive Compensation Highlights 49 Responsiveness to Shareowners – Say-on-Pay Consideration 53 Compensation Governance 53 HOW WE DESIGN OUR EXECUTIVE COMPENSATION PROGRAM TO PAY FOR PERFORMANCE Executive Compensation Philosophy 54 Pay for Performance – CCG Analysis 54 Peer Group Benchmarking 56 HOW WE MAKE COMPENSATION DECISIONS Role of MDCC 58 Role of Management in Compensation Decisions 58 Role of Compensation Consultants 58 ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM Overview 59 Base Salary 59 Variable Compensation: Overview and How We Assess Performance 59 How and Why We Chose Our Performance Metrics 60 Why We Use Different Peer Groups 62 Management Incentive Plan (“MIP”) 63 Performance Share Plan (“PSP”) 64 Other Equity Awards 65 Retirement and Benefit Plans 65 Change-in-Control (CIC) Agreements 65 Perquisites 65 NEO COMPENSATION Overview 66 2018 Actual “Realized” Compensation and Comparison to 2018 Targeted Compensation 66 OTHER GOVERNANCE- AND COMPENSATION-RELATED MATTERS Insider Trading and Anti-Hedging/Anti-Pledging Policies 73 Officer Stock Ownership and Retention Requirements 73 Board Policy on Personal Use of Company Aircraft 73 Clawback or Forfeiture of Incentive Awards 73 Non-Competition and Non-Solicitation Agreements 74 Board Policy on (Non-CIC) Severance Agreements with Senior Officers 74 Prohibition on Repricing 74 Equity Grant Practices 74 Deductibility of Executive Compensation 74 Accounting for Stock-Based Compensation 74 ADDITIONAL INFORMATION ABOUT OUR EXECUTIVE COMPENSATION Summary Compensation Table 75 Other Grants of Plan-Based Awards During 2018 77 Narrative to the Grants of Plan-Based Awards Table 77 Outstanding Equity Awards at December 31, 2018 78 Stock Vested in 2018 79 Pension Benefits in 2018 80 Narrative to Pension Benefits Table 81 Non-Qualified Deferred Compensation in 2018 82 Narrative to Non-Qualified Deferred Compensation Table 82 Post-Employment Termination Benefits 83 46 2019 Proxy Statement Table of Contents Compensation Discussion & Analysis (“CD&A”)section of this proxy statement; ● Our MDCC approved significant changes to our short-term incentive (“STI”) and long-term incentive (“LTI”) compensation programs for 2018 and future years, as explained below. Compensation Committee Q&A on 2018 Plan Design Q. Why did we change our incentive plan design for 2018? A.After conducting a thorough review in 2017Align the interests of our incentive program design, which included comparisons to market practice and discussionsdirectors with several large shareowners, we decided to revise our incentive programs for 2018 to align with market practice and structure the incentives to focus the management team on the Company’s forward-looking strategic objectives. The enhancements to our STI plan focus on the key drivers of sustainable value creation—top- and bottom-line growth combined with efficient use of cash—while our LTI plan metrics balance the achievement of above cost-of-capital returns with competitive total shareholder return (“TSR”) performance. Q. What did we change in our STI plan, the Management Incentive Plan (MIP)? A.We eliminated absolute Adjusted Return on Invested Capital (“ROIC”), which is now only in the long-term incentive program, and replaced it with Revenue and Cash Conversion, each weighted at 15% of the target award. Adjusted EBITDA remained unchanged at a 70% weighting. Also, the performance ranges were reconsidered to ensure that payouts best represent management performance for the year, which included a tightening of the performance range for Adjusted EBITDA. This makes payouts more sensitive to incremental performance changes and increases the chances of obtaining a zero payout if we fall below threshold performance, or a maximum payout if we exceed our goals. See page 50 for a graphic representationinterests of our MIP.shareowners; ● Q. What did we change in our LTI plan,Attract and retain top director talent; and ● Be flexible to meet the Performance Share Plan (PSP)? A.We kept the same metrics, but now the Adjusted ROIC performance metric is measured on an absolute basis against our internal target, rather than onneeds of a relative basis, ranked against peers. Both performance metrics (absolute Adjusted ROIC and relative TSR) are now weighted 50 percent each forall participants. Previously, only officer awards were equally weighted. To determine performance achievement for relative TSR, we now use a percentile ranking for comparison to our peers, rather than an absolute position ranking, as well as a broader and better aligned TSR comparator group. See page 50 for a graphic representation of our PSP. Q. Why did we choose the three performance metrics for the MIP? A.We believe EBITDA should continue to be the primary metric for MIP, as it is the strongest driver of free cash flow generation and value creation. EBITDA is also a good fit because it is important to the Company’s investors, focuses on both top-line and bottom-line performance, and provides consistency in the plan from year to year. Revenue, or net sales, was added to the MIP because it is a key earnings growth driver that reflects and rewards commercial excellence. Cash Conversion was added to drive capital efficiency and better align with shareowner interests. Cash Conversion measures how efficiently the Company is able to generate cash from normal business operations after non-strategic capital expenditures. See page 60 for definitions of all performance metrics. Q. Why did we eliminate ROIC from the MIP and move from relative ROIC to absolute ROIC in the PSP? A.ROIC remains important, as it drives value creation and captures capital efficiency. However, the Company determined that using the same metric in the annual and long-term incentive programs was not ideal and that ROIC is best measured over a multi-year period because investment decisions can take time to be implemented and demonstrate results. ROIC is a very company-specific measurement, and thus “relative” ROIC is not a common metric—most companies that use ROIC as a performance metric have an internal ROIC target. Our internal Adjusted ROIC goals are based on covering our weighted average cost of capital (WACC), which is the basis for the Adjusted ROIC payout scale in the PSP. Q. Why did we increase the weighting of relative TSR for non-officers (from 25% to 50%) in the PSP? A.The rationale for the current design of our long-term plan is to maximize shareholder returns through value creation and disciplined investments, and relative TSR is the ultimate measure of return on investment for shareholders. So, we increased the emphasis on relative TSR for non-officers becauseallparticipants need to be focused on maximizing shareowner returns. www.internationalpaper.com 47 Table of Contents Compensation Discussion & Analysis (“CD&A”) Q. Why did we change our TSR Peer Group in the PSP? A.After studying the prior TSR Peer Group and how the Company’s stock price moved in relation to the stock prices in thatdiverse group of companies, as well as market practices with respect to TSR peer groups, the Company revised its TSR Peer Group for 2018. The purpose of the revision is to ensure the stock prices of the included companies (the companies with whom we compete for investment dollars) move in a manner most similar to the Company’s stock price in order to better align with shareowner interests and to be a better measure of the Company’s relative stock price performance. See page 62 for a list of the TSR peer group companies for 2018.directors. Each element of director compensation discussed below is recommended by the Governance Committee and approved by our Board. Mr. Sutton does not receive compensation for his service as a director. Stock Ownership Requirements Our director stock ownership policy requires our directors to hold equity of the Company valued at two times the total annual Board retainer, which, through April 30, 2020, is equivalent to 4.9 times the annual cash retainer (and requires ownership of Company stock equivalent to $550,000). We believe this helps align the interests of our directors with the interests of our shareowners. New directors have four years from the date of their election to meet the ownership requirement. As of December 31, 2019, all directors who were required to meet the ownership levels held the requisite amount of equity. Q. Why did we change our award scale measuring relative TSR in the PSP? A.We believe a percentile ranking is better for comparison to peers, as it provides for incremental performance achievement. The most profound advantage of this approach is that the payout is more proportionate to the Company’s relative performance versus the peer group. In other words, it serves to eliminate situations where a very small difference in TSR has a significant effect (positive or negative) on the final payout. Compensation Committee Report      On behalf of the Board of Directors, the Management Development and Compensation Committee of the Board of Directors, referred to as the MDCC, oversees the Company’s compensation programs. In fulfilling its oversight responsibilities, the MDCC has reviewed and discussed the Compensation Discussion and Analysis included in this proxy statement with the Company’s management. Based on the review and discussions referred to above, the MDCC recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, and its proxy statement on Schedule 14A filed in connection with the Company’s 2019 Annual Meeting of Shareowners. Management Development and Compensation Committee Current Members Christopher M. Connor (Chair) Ilene S. Gordon Jacqueline C. Hinman J. Steven Whisler Ray G. Young All Members are Independent Meetings Meeting agendas are developed by the Management Development and Compensation Committee chair in consultation with committee members and senior leaders, who regularly attend the meetings. An executive session without management present is held at each meeting. The committee’s independent compensation consultant is Frederic W. Cook & Co., Inc. (“FW Cook”). FW Cook regularly attends the committee’s meetings. Responsibilities The Management Development and Compensation Committee is responsible for overseeing our overall compensation program and approving the compensation of our senior management (other than the CEO). The committee is responsible for conducting performance evaluations of the Chairman and CEO not less than annually, in accordance with the process organized by the Presiding Director, and recommending compensation of the CEO to the independent directors based on such evaluations. The committee is also responsible for discussing with Company management the required disclosure under Item 407(e)(5) of Regulation S-K, including the Compensation Discussion & Analysis that is prepared as part of this proxy statement, and for recommending that it be included in our proxy statement. The committee is responsible for ensuring we have in place policies and programs for the development of senior leaders and succession planning. The committee acts as the oversight committee with respect to our retirement and benefit plans for senior officers and must approve significant changes to the retirement and benefit plans for our employees. With respect to those plans, the committee may delegate authority for both day-to-day administration and interpretation of the programs, except as it may impact our senior leaders, including the CEO. Role of Independent Consultant. The Management Development and Compensation Committee engaged FW Cook, commencing in mid-2011, to serve as its independent, external compensation consultant. The committee has sole authority for retaining or terminating FW Cook, as well as approving the terms of engagement, including fees. FW Cook works exclusively for the committee and provides no services to the Company, other than services provided in the firm’s capacity as the committee’s consultant. FW Cook is expected to achieve the following objectives: ● Attend meetings of the Management Development and Compensation Committee as requested; ● Acquire adequate knowledge and understanding of our compensation philosophy and incentive programs; ● Provide advice on the direction and design of our executive compensation programs; ● Provide insight into the general direction of executive compensation within Fortune 500 companies; and ● Facilitate open communication between our management and the Management Development and Compensation Committee, assuring both parties are aware and knowledgeable of ongoing issues. 40 2020 Proxy Statement Table of Contents Information About Corporate Governance Assessment and Management of Compensation-Related Risk.The Management Development and Compensation Committee is committed to completing an annual risk assessment to evaluate the Company’s compensation plans and practices. In 2019, at the committee’s request, FW Cook conducted a risk assessment with the objective of identifying any compensation plans and practices that may encourage employees to take unnecessary or excessive risks that could threaten the Company. No such plans or practices were identified. The results of this 2019 evaluation indicated, and the committee thus concluded, that there are no significant compensation-related risk areas at the Company and that our compensation plans and practices do not encourage unnecessary or excessive risk-taking and do not create risks that are reasonably likely to have a material adverse effect on the Company. Also, based on this evaluation, the committee concluded that the Company’s executive compensation program appropriately aligns compensation with long-term shareowner value creation and avoids short-term rewards for decisions that could pose long-term risks to the Company. These conclusions were based on the following factors: ● Our compensation mix is appropriately balanced and incentive compensation is not overly weighted toward short-term performance at the expense of long-term value creation; ● Our short-term incentive compensation award pool is appropriately capped, thereby limiting payout potential; ● Our long-term incentive compensation is also capped and is based entirely on performance shares, which are less leveraged than stock options and, unlike time-based restricted stock awards, reward both Company performance and stock price; ● Our performance is measured against absolute and relative metrics to ensure quality and sustainability of Company performance; ● We have adopted several programs that serve to mitigate potential risk, including officer stock ownership requirements, clawback policies in our incentive compensation programs, and non-compete and non-solicitation agreements to deter behavior that could be harmful to the Company either during or after employment; and ● The committee maintains strict controls over the Company’s equity granting practices, and our incentive compensation plan prohibits option re-pricing without shareowner approval. Compensation Committee Interlocks and Insider Participation The members of the Management Development and Compensation Committee during 2019 were Mr. Christopher M. Connor, Chair, Mr. David J. Bronczek (retired February 28, 2019), Ms. Ilene S. Gordon, Jacqueline C. Hinman (beginning May 1, 2019), J. Steven Whisler and Mr. Ray G. Young. No member of the Management Development and Compensation Committee was, during the fiscal year, an officer or employee of the Company or was formerly an officer of the Company. Please refer to the discussion below related to “Transactions with Related Persons,” for additional information requiring disclosure by us under Item 404 of Regulation S-K under the Exchange Act for members of the Company’s Management Development and Compensation Committee. In addition, no executive officer of the Company served as a member of the compensation committee (or its equivalent) of another entity, or as a director of another entity, one of whose executive officers served on our Management Development and Compensation Committee. No executive officer of the Company served as a member of the compensation committee (or its equivalent) of another entity, one of whose executive officers served as one of our directors. Transactions with Related Persons Transactions Covered.Our Board has adopted a written policy and procedures for review and approval or ratification of transactions involving the Company and “related persons” (directors, director nominees and executive officers and their immediate family members or shareowners owning 5 percent or greater of our outstanding common stock and their immediate family members). The policy covers any related person transaction in which (i) the amount involved exceeded $120,000, and (ii) a related person had or will have a direct or indirect material interest. The policy also provides that any transaction in which the Company participates with another company that employs a related person, or is controlled by a related person, or in which a related person has an ownership interest or financial interest material to such related person, shall be considered a related person transaction for purposes of the policy. The policy also sets forth certain clarifications and exceptions with respect to the applicability of the policy to certain types of transactions. www.internationalpaper.com 41 Table of Contents Information About Corporate Governance Related Person Transaction Review Procedures.In accordance with the procedures set forth below, related person transactions are approved in advance by the Governance Committee whenever possible, or must be ratified by the Governance Committee as promptly as possible thereafter. We disclose in our proxy statement any transactions that are required to be disclosed in accordance with Item 404(a) of Regulation S-K. Prior to entering into a related person transaction (as defined in our policy), a related person must provide the details of the transaction to the General Counsel, including the relationship of the person to the Company, the dollar amount involved, and whether the related person or his or her family member has or will have a direct or indirect interest in the transaction. The General Counsel evaluates the transaction to determine if the Company or the related person has a direct or indirect material interest in the transaction. If so, then the General Counsel notifies the CEO and submits the facts of the transaction to the Governance Committee for its review. The Governance Committee may approve a transaction only if these review procedures have been followed, and the Governance Committee determines that the transaction is not detrimental to the Company and does not violate the Company’sConflict of Interest Policy. Related Person Transactions.Since January 1, 2019, the Company has not been a participant in any transaction, and is not a participant in any currently proposed transaction, in which any related person had or will have a direct or indirect material interest that would require disclosure under Item 404(a) of Regulation S-K. Our Related Person Transaction procedures are available at www.internationalpaper.com under the “Company” tab at the top of the page followed by the “Leadership” link and then under the “Governance Documents” link. A paper copy is available at no cost by written request to the Corporate Secretary. 42 2020 Proxy Statement Table of Contents Director Compensation Compensation Philosophy Our compensation program for non-employee directors is guided by the following principles. We believe our director compensation program should: ● Provide total compensation comprising both cash and equity elements that targets the median level of compensation paid by our Compensation Comparator Group (“CCG”) listed in the Compensation Discussion & Analysis section of this proxy statement; ● Align the interests of our directors with the interests of our shareowners; ● Attract and retain top director talent; and ● Be flexible to meet the needs of a diverse group of directors. Each element of director compensation discussed below is recommended by the Governance Committee and approved by our Board. Mr. Sutton does not receive compensation for his service as a director. Stock Ownership Requirements Our director stock ownership policy requires our directors to hold equity of the Company valued at two times the total annual Board retainer, which, through April 30, 2020, is equivalent to 4.9 times the annual cash retainer (and requires ownership of Company stock equivalent to $550,000). We believe this helps align the interests of our directors with the interests of our shareowners. New directors have four years from the date of their election to meet the ownership requirement. As of December 31, 2019, all directors who were required to meet the ownership levels held the requisite amount of equity. Elements of Our Director Compensation Program For the May 2019 to April 2020 service year, compensation for our non-employee directors consists of: ● An annual retainer fee that is a mix of cash and equity; ● Committee chair fees, a Presiding Director fee, and an Audit and Finance Committee member fee, as applicable; and ● Life insurance, business travel accident insurance, and liability insurance. On at least a biennial basis, we evaluate the reasonableness and appropriateness of the total compensation paid to our directors in comparison to peer companies who comprise our CCG. We target our director compensation at the median of our CCG. Annual Compensation The annual retainer fees for the May 2019 to April 2020 service year are shown in the table below. A director’s annual compensation paid as board fees is $275,000, of which $112,000 (41 percent) is payable in cash and $163,000 (59 percent) is payable in equity. A director may elect to convert all or 50 percent of his or her cash retainer fee (plus any committee fees and Presiding Director fees, as discussed below) into shares of restricted stock. In order to encourage director stock ownership, a director who makes this election receives a 20 percent premium of this converted cash award in additional shares of restricted stock. Ten of the 11 non-employee directors who served during 2019 elected to receive stock in lieu of all or 50 percent of the cash award and received the applicable premium. Restrictions on shares awarded to our directors under our current compensation plan lapse one year from the date of grant, and then the shares are freely transferable, subject to our director stock ownership requirement and securities regulations. www.internationalpaper.com 43 Table of Contents Director Compensation Directors may also elect to defer receipt of their equity retainer fee. Directors who make this election receive restricted stock units (“RSUs”) in lieu of restricted stock. In the event this election is made, these RSUs are not transferable until a director’s retirement from the Board, death or disability. The cash value of RSUs is paid in January following retirement, death or disability. Five of the 11 non-employee directors who served during 2019 elected to defer payment of all or a portion of their equity compensation until retirement, death or disability. Elections with regard to form of payment and deferrals are made in December preceding each service year. We use the closing market price of the Company’s common stock on the day preceding our annual meeting in May to award the equivalent number of shares for the $163,000 equity retainer and restricted stock elected by our directors in lieu of their cash retainer fee. RSUs are settled in cash based on the closing price of the Company’s common stock as of December 31 of the year of the director’s retirement. Directors earn dividends on their shares of stock and RSUs, which they may elect to receive either as cash or in the form of additional shares of restricted stock or RSUs. Dividends are paid to the director at the time the underlying award is vested or settled. In addition, as referenced above, each committee chair receives a fee for his or her service in such role. For 2019, Messrs. Bronczek, Connor, Whisler, Young and Mses. Gordon and Sullivan each received a committee chair fee. Members of our Audit and Finance Committee also receive an additional fee for their services on this committee. For 2019, Messrs. Connor, Dorduncu, Gustafsson and Young, and Ms. Hinman each received an Audit and Finance Committee member fee. As Presiding Director, Ms. Gordon also received a Presiding Director fee for 2019. Type of Fee 2019-2020 Fee Amount ($) Board Fees Cash Retainer 112,000 Equity Retainer 163,000 Committee Fees Audit and Finance Committee Chair 25,000 Audit and Finance Committee Member 10,000 Management Development and Compensation Committee Chair 20,000 Governance Committee Chair 20,000 Public Policy and Environment Chair 20,000 Presiding Director Fee 27,500 Insurance and Indemnification Contracts We provide life insurance in the amount of $10,500 to each of our non-employee directors, and travel accident insurance in the amount of $500,000 that covers a director if he or she dies or suffers certain injuries while traveling on Company business. We provide liability insurance for our directors, officers and certain other employees at an annual cost of approximately $3 million. The primary underwriters of coverage, which was renewed in 2019 and extends to July 1, 2020, are XL Specialty Insurance Company and ACE American Insurance Company. Our By-Laws provide for standard indemnification of our directors and officers in accordance with New York law. We also have contractual arrangements with our directors that indemnify them in certain circumstances for costs and liabilities incurred in actions brought against them while acting as our directors. 44 2020 Proxy Statement Table of Contents Director Compensation Our Analysis We believe our director compensation program appropriately compensates our directors for their time and commitment to the Company and is consistent with our compensation philosophy as shown in the following table. Our Director Pay Principles Our 2019 Director Pay Policies and Practices ✓ Target compensation at median of CCG ● Maintained mix of cash and equity in line with cross-section of similar companies (CCG), which total compensation was at the median level of companies included in our CCG ✓ Align the interests of our directors with the interests of our shareowners ● Paid 59 percent of regular board fees in the form of equity to ensure that directors, like shareowners, have a personal stake in the Company’s financial performance ✓ Attract and retain top director talent ● Compensated directors competitively, based on a cross-section of similar companies (CCG) ✓ Maintain flexibility to meet the needs of a diverse group of directors ● Continued to allow directors to elect to take equity in place of cash and to elect to defer their fees until retirement Non-Employee Director Compensation Table The following table provides information on 2019 compensation for non-employee directors. This table shows fiscal year 2019 compensation based on the SEC’s compensation disclosure requirements, though we pay our directors on a May to April service year. The amounts in the table below show differences among directors because (i) each director makes an individual election to receive his or her fees in cash and/or equity; (ii) certain directors receive committee chair fees, a Presiding Director fee, and/or Audit and Finance Committee member fees; and (iii) directors may join our Board on different dates, so their compensation is prorated for the year. Name of Director       Fees Earned or Paid in Cash ($)(1)       Stock Awards ($)(2)       Total ($) David J. Bronczek (retired 2/28/2019) 11,000 — 11,000 William J. Burns — 297,410 297,410 Christopher M. Connor — 327,402 327,402 Ahmet C. Dorduncu 122,000 163,016 285,016 Ilene S. Gordon — 344,886 344,886 Anders Gustafsson — 307,407 307,407 Jacqueline C. Hinman 61,000 235,234 296,234 Clinton A. Lewis, Jr. — 297,410 297,410 Kathryn D. Sullivan 64,333 240,210 304,543 J. Steven Whisler — 297,410 297,410 Ray G.Young — 322,426 322,426 (1) As described above, certain directors elected to receive shares of restricted stock in lieu of cash and therefore had no cash compensation during 2019. (2) The value of stock awards shown in the “Stock Awards” column is based on grant date fair value calculated under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. The grant date fair value of the equity awards shown in the “Stock Awards” column is based on the closing price of the Company’s common stock on the last business day immediately preceding the date of grant, which was May 13, 2019. Directors who elect to defer their equity retainer fee receive RSUs rather than restricted stock. Restrictions on shares awarded to our directors under our current compensation plan lapse one year from the date of grant, and then the shares are freely transferable, subject to our director stock ownership requirement and securities regulations. RSUs are not transferable until a director’s retirement from the Board, death or disability. The cash value of RSUs is paid in January following retirement, death or disability. www.internationalpaper.com 45 Table of Contents Director Compensation The following table shows the aggregate number of unvested shares of restricted stock and RSUs outstanding as of December 31, 2019, for each non-employee director who served as of that date. Name of Director Aggregate Number of Shares Outstanding That Have Not Vested and RSUs (#) William J. Burns 34,516 Christopher M. Connor 17,429 Ahmet C. Dorduncu 3,571 Ilene S. Gordon 7,555 Anders Gustafsson 6,734 Jacqueline C. Hinman 5,153 Clinton A. Lewis, Jr. 15,917 Kathryn D. Sullivan 5,262 J. Steven Whisler 129,875 Ray G.Young 38,808 Total 264,820 46 2020 Proxy Statement Table of Contents Compensation Discussion & Analysis (“CD&A”) Introduction This CD&A describes our compensation program that applies to all of our executive officers, including our CEO and Senior Vice Presidents, whom we refer to as our Senior Leadership Team (“SLT”). It is designed to provide shareowners with an understanding of our compensation philosophy, core design principles and decision-making process. This narrative further explains how our Management Development and Compensation Committee (“MDCC”) oversees and designs the program and reviews the 2019 compensation of our Named Executive Officers (“NEOs”) as shown below: Mark S. Sutton CEO & Chairman of the Board (Principal Executive Officer) Timothy S. Nicholls Senior Vice President and Chief Financial Officer (Principal Financial Officer) Jean-Michel Ribieras Senior Vice President – Industrial Packaging the Americas Catherine I. Slater Senior Vice President – Global Cellulose Fibers and IP Asia Sharon R. Ryan Senior Vice President – General Counsel and Corporate Secretary Overview of Our CD&A COMPENSATION COMMITTEE HIGHLIGHTS ON 2017-2019 EXECUTIVE PAY AS SHOWN IN THE SUMMARY COMPENSATION TABLE Compensation Committee Report 49 EXECUTIVE SUMMARY 2019 Financial Highlights 50 2019 Executive Compensation Highlights 50 Responsiveness to Shareowners – “Say-on-Pay” Consideration 53 Compensation Governance Practices 53 HOW WE DESIGN OUR EXECUTIVE COMPENSATION PROGRAM TO PAY FOR PERFORMANCE Executive Compensation Philosophy 54 Pay for Performance – CCG Analysis 54 Peer Group Benchmarking 56 HOW WE MAKE COMPENSATION DECISIONS Role of MDCC 57 Role of Management in Compensation Decisions 57 Role of Compensation Consultants 57 ELEMENTS OF OUR EXECUTIVE COMPENSATION PROGRAM OVERVIEW Base Salary 58 Variable Compensation: Overview and How We Assess Performance 58 How and Why We Chose Our Performance Metrics 59 Why We Use Different Peer Groups 61 SHORT-TERM INCENTIVE Management Incentive Plan (“MIP”) 62 LONG-TERM INCENTIVE Performance Share Plan (“PSP”) 63 Other Equity Awards 64 OTHER ELEMENTS Retirement and Benefit Plans 65 Change-in-Control (“CIC”) Agreements 65 Perquisites 65 NEO COMPENSATION Overview 66 2019 Actual “Realized” Compensation and Comparison to 2019 Targeted Compensation 66 OTHER GOVERNANCE- AND COMPENSATION-RELATED MATTERS Insider Trading and Anti-Hedging/Anti-Pledging Policies 72 Officer Stock Ownership and Retention Requirements 72 Board Policy on Personal Use of Company Aircraft 72 Clawback or Forfeiture of Incentive Awards 72 Non-Competition and Non-Solicitation Agreements 73 Board Policy on (Non-CIC) Severance Agreements with Senior Officers 73 Prohibition on Repricing; No Stock Option Grants 73 Equity Grant Practices 73 Deductibility of Executive Compensation 73 Accounting for Stock-Based Compensation 73 ADDITIONAL INFORMATION ABOUT OUR EXECUTIVE COMPENSATION Summary Compensation Table 74 Other Grants of Plan-Based Awards During 2019 76 Narrative to the Grants of Plan-Based Awards Table 76 Outstanding Equity Awards at December 31, 2019 77 Stock Vested in 2019 78 Pension Benefits in 2019 78 Narrative to Pension Benefits Table 79 Non-Qualified Deferred Compensation in 2019 80 Narrative to Non-Qualified Deferred Compensation Table 80 Post-Employment Termination Benefits 81 www.internationalpaper.com 47 Table of Contents Compensation Discussion & Analysis (“CD&A”) Our MDCC wants to provide some additional context for your consideration, as explained below, when reviewing the Summary Compensation Table (“SCT”). Compensation Committee Highlights on 2017-2019 Executive Pay as Shown in the Summary Compensation Table (pg 74) ● Incentive Plans Strongly Support Our Pay-for-Performance Philosophy and Focus ● Our STI was earned at 84.8% of target for 2019, as evidence of the rigor of our goal setting under the plan and weaker-than-expected financial performance. For 2018, by contrast, our STI was earned at 154.7% of target, reflecting our outstanding financial results for that year and further demonstrating our pay-for-performance philosophy. ● LTI awards have been granted 100% as performance shares/units since 2004—for 15 years—and are paid based solely on company performance ● Our LTI awards have consistently used Return on Invested Capital (“ROIC”) and relative Total Shareholder Return (“TSR”), each weighted at 50% ● Because our performance-based LTI awards are settled in shares of Company stock and the payout is based on our relative TSR performance, the actual value of LTI awards paid to our NEOs is impacted in two ways by our stock price performance ● Our relative TSR did not meet our threshold level of performance over the past three years, which resulted inzero payout for the TSR portion of the 2017-2019 PSP awards (half of the award for our officers) ● Impact of Pension/Change-in-Pension Value on NEO’s Total Compensation Current status of our pension benefit plans (to salaried U.S. participants) ● We closed our pension plan to new salaried participants as of July 1, 2004; previously, all U.S. employees were eligible to participate in our pension plan ● We closed participation in our SERP, available to executives only, beginning January 1, 2012 ● We froze pension plan values, including the SERP, for all salaried participants as of December 31, 2018, which capped credited service and compensation as of that date Change in pension value ● The change in pension value shown in the SCT does not reflect compensation actually paid to an executive, but is instead the change in the estimated present value of the future pension benefit from one year to the next ● Changes in pension value also did not result from any changes to the plan design or formula used to compute pension benefits. Rather, changes in pension value arise from, among other things, additional benefit accruals (another year of service, increases in pensionable compensation), and formulaic factors beyond the control of the company, such as, the decrease in the discount period (time until the age an unreduced benefit is reached) along with any change in the discount rate from the prior year’s measurement, and changes in mortality rate assumptions ● Most of our executives have had long tenures at International Paper; the longer an employee’s tenure, the higher the credited service used when calculating their pension benefits ● In recent years, some of our executives, such as Mr. Sutton, were promoted to positions with greater responsibilities and, as such, their pay was appropriately increased to an amount commensurate with their new role. Given that our pension formula uses a “final (five-year) average pay” formula (which was frozen as of December 31, 2018), a previous increase in pay previously could have a significant impact on the pension benefit as each year of higher pay replaces a lower pay year in the calculation under the final average pay formula ● Keep in mind, while our executives are no longer accruing new benefits under the pension plan, the values of their pension benefit will continue to be impacted by changes in age and interest rates. In addition, for service after the 2018 year-end pension plan freeze, our executives now receive Retirement Savings Account contributions, which are included in the “All Other Compensation” column of the Summary Compensation Table 48 2020 Proxy Statement Table of Contents Compensation Discussion & Analysis (“CD&A”) U.S. Pension Plan and SERP Timeline NEO Tenure: Years of Service with and without Credited Pension Value       Changes in Pension Plan Interest Rates and Impact on Change in Pension Value Year       Interest Rate %       Change From Prior Year %       Impact on Pension Values shown in SCT 2019 3.40 -0.90 2018 4.30 0.70 2017 3.60 -0.50 2016 4.10 Note: (A) Each executive has one year of service (2019) which is not included in pensionable service due to the pension plan being frozen on December 31, 2018. (B) Additionally, Mr. Ribieras has 11.5 years of service from his original hire date in Europe in September 1993 which are included only as vesting service. When calculating his accrued benefit and credited service, he receives service from March 2005, when he became eligible for our U.S. pension plan following his relocation to the United States. (C) Additionally, Ms. Slater receives 24 years of vesting service from her original hire date at Weyerhaeuser in December 1992. When calculating her accrued benefit and credited service, she receives service as of December 2016, when she became eligible for our pension plan as a result of our acquisition of Weyerhaeuser’s pulp business. Compensation Committee Report      On behalf of the Board of Directors, the Management Development and Compensation Committee of the Board of Directors, referred to as the MDCC, oversees the Company’s compensation programs. In fulfilling its oversight responsibilities, the MDCC has reviewed and discussed the Compensation Discussion and Analysis included in this proxy statement with the Company’s management. Based on the review and discussions referred to above, the MDCC recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, and its proxy statement on Schedule 14A filed in connection with the Company’s 2020 Annual Meeting of Shareowners. Management Development and Compensation Committee                       J. Steven Whisler,Christopher M. Connor, Chair (until May 1, 2019) Christopher M. ConnorIlene S. Gordon Jacqueline C. Hinman   Ilene S. GordonJ. Steven Whisler Ray G.Young     www.internationalpaper.com 4849 2019 Proxy Statement Table of Contents Compensation Discussion & Analysis (“CD&A”) Executive Summary 20182019 Financial Highlights International Paper delivered another year of strong performancesolid earnings and outstanding cash generation in 2018:a challenging environment: A. We achieved Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization(“EBITDA”) of $4.347 billion, an increase of over 16 percentfromEBITDA is a non-GAAP financial measure that is used as a performance metric in our short-term incentive compensation plan, the prior year.* We hadsolid commercial performanceacross all three businesses andgrew revenue by over 7 percentfrom the prior year. We continue tostrengthen our balance sheetManagement Incentive Plan (or MIP), through debt repayment and pension risk mitigation, and make strategic investments toposition the Companyas noted below. See below in this proxy statement for future profitable growth. We increased our dividend by5.3 percentto $2.00 per share annually,our seventh-consecutive year of dividend increases. We returned cash to our shareowners throughsystematic stock buybacksas well, and our Board of Directors provided authorizationinformation regarding how Adjusted EBITDA is calculated. In addition, see Appendix A for anadditional $2 billion of repurchases. * SeeAppendix Afor a reconciliation of non-GAAP measuresAdjusted EBITDA to the most directly comparable GAAP measures.measure. B. Free cash flow is a non-GAAP financial measure. SeeAppendix Afor information regarding how free cash flow is calculated and a reconciliation of free cash flow to the most directly comparable GAAP measure, as well as for information regarding why we believe that free cash flow presents useful information to investors. 20182019 Executive Compensation Highlights The following section briefly highlights the MDCC’s key compensation decisions for 20182019 as well as our performance achievement attained in our incentive compensation plans. These decisions were made with the support of the MDCC’s independent consultant, Frederic W. Cook & Co. (FW Cook) (see section titled “Role of Compensation Consultant”), and this information is discussed in greater detail elsewhere in this CD&A. Key Highlights for 20182019 ● We continue to have exceptionallystrong pay-for-performance correlation (see(see Section 2). ● We haverobust compensation governance(see policies, practices and processes (see Section 6). ● OurLTI Plan is comprised 100% of performance units and is basedsolelyon Company Performanceachievement for ALL participants—no individual performance modifiers are applied.applied (see page 63). ● We implementeddesign changes for bothto our short- and long-term incentive plans for 2018after conducting a thorough review of both plans in 2017, including discussions with several large shareowners (see Compensation Committee Q&A on page 47). ● As another example of the Company’s continued focus on pay alignment, the MDCC conducted a Benchmarking Strategy Review in 2018. Asbenchmarking process as a result of thisa comprehensive reviewa more sustainable data-collection strategy for benchmarking executive pay levels was adopted conducted in 2018 (see Section 2 – Peer Group Benchmarking on page 56). www.internationalpaper.com50 49 2020 Proxy Statement Table of Contents Compensation Discussion & Analysis (“CD&A”) 20182019 Incentive Plan Design Overview with Metrics and Weightings 20182019 Short-Term Incentive Plan MANAGEMENT INCENTIVE PLAN (MIP) COMPONENT WEIGHTINGS        MANAGEMENT INCENTIVE PLAN PAYOUT SCALE ALL METRICS: Below Threshold (0% Payout) Threshold (50% Payout) Target (100% Payout) Maximum (200% Payout) 2018-20202019-2021 Long-Term Incentive Plan PERFORMANCE SHARE PLAN (PSP) COMPONENT WEIGHTINGS       PERFORMANCE SHARE PLAN PAYOUT SCALE (Same Metric Weightings forALLParticipants)   ROIC (50%) Below Threshold (0% Payout) Threshold (50% Payout) Target (100% Payout) Maximum (200% Payout)   RELATIVE TSR (50%) Below 25thpercentile (0% Payout) 25thpercentile (25% Payout) 50thpercentile (100% Payout) At or above 75thpercentile (200% Payout) * See page 6059 for definition. www.internationalpaper.com 5051 2019 Proxy Statement Table of Contents Compensation Discussion & Analysis (“CD&A”) 20182019 Total Target Compensation Mix CEO Other NEOs (excluding departed NEO: Mr. Landau) Average The chart above demonstrates our commitment to placeplacing pay at risk. For 2018, 89%2019, 90% of our CEO’s target compensation and, on average, 78% of our other NEOs’ (excluding Mr. Landau) target compensation was based on Company performance and was therefore at risk. Importantly, base salary comprises a relatively small portion of our NEOs’ compensation and is the only component of their target Total Direct Compensation (defined below and known as “TDC”) that is not tied to Company performance. 20182019 Base Salary Changes The Committee elected toNeither our CEO nor any of our other NEOs, other than Ms. Ryan, received an increase Mr. Sutton’sin base salary by 7.4%, effective March 1, 2018, recognizing his strong performance and to bring him in closer alignment with the market median. Mr. Landau and2019. Ms. Ryan also received a market-based base salary adjustmentsadjustment in 2018, and Mr. Nicholls, Ms. Slater and Mr. Ribieras received base salary adjustments, effective July 2018, to reflect their respective appointments to new roles.2019. (See page 58 for detailed changes.) 20182019 STI Performance Achievement      Description      Weight     Target     Actual      Target Award Earned     Weighted Target Award Earned     Description     Weight     Target     Actual     % of Target Award Earned     Weighted % of Target Award Earned Adjusted EBITDA* To achieve EBITDA of $4.1B 70 % $4.1B $4.347B 160.2 % 112.2 % To achieve Adjusted EBITDA of $4.478B 70 % $ 4.478B $ 3.852B 64.9 % 45.5 % Revenue To achieve revenue of $22.262B 15 % $22.262B $23.306B 193.8 % 29.1 % To achieve revenue of $24.217B 15 % $ 24.217B $ 22.376B 62.1 % 9.3 % Cash Conversion* To achieve cash conversion of 71.4% 15 % 71.4 % 68.41 % 89.5 % 13.4 % To achieve cash conversion of 72.9% 15 % 72.9 % 86.5 % 200.0 % 30.0 % Overall Corporate Weighting: 100.0 % 154.7 % Total: 100.0 % 84.8 % * Adjusted EBITDA and Cash Conversion are each non-GAAP financial measures. SeeAppendix A below in this proxy statement for information regarding how these non-GAAP financial measures are calculated, andAppendix Afor a reconciliation of non-GAAP measuresAdjusted EBITDA and components of Cash Conversion to the most directly comparable GAAP measures. www.internationalpaper.com 51 Table of Contents Compensation Discussion & Analysis (“CD&A”) 2016-20182017-2019 LTI Performance Achievement Non-Officers   Officers Performance Metric     Achievement Rank Against Peers     %Target Award Earned     Metric Weight     Weighted Target Award Earned     Metric Weight     Weighted Target Award Earned Relative Adjusted ROIC 3 of 12 145 % 75.0 % 108.8 % 50.0 % 72.5 % Relative TSR 8 of 17 100 % 25.0 % 25.0 % 50.0 % 50.0 % 2016 LTI Grant Performance Achievement 133.8 % 122.5 % Other NEO Compensation Decisions Glenn R. Landau Non-Officers Officers Performance Metric      Achievement Rank Against Peers      % of Target Award Earned      Metric Weight      Weighted % of Target Award Earned      Metric Weight      Weighted % of Target Award Earned Relative Adjusted ROIC* 3 of 11 145.0 % 75.0 % 108.75 % 50.0 % 72.5 % Relative TSR 12 of 15 0.0 % 25.0 % 0.0 % 50.0 % 0.0 % 2017 LTI Grant Performance 108.75 % 72.5 % Achievement ●* Mr. Landau, former Senior Vice President and Chief Financial Officer, left the Company effective July 31, 2018. Mr. Landau and the Company entered into a termination agreement and release, which was approved by the Committee. Under the Agreement, Mr. Landau received the standard termination allowance and other standard severance benefits under the Company’s Salaried Employee Severance Plan, as well as an additional payment of $20,500 intended to be used by Mr. Landau for the payment of his COBRA insurance premiums for an additional 12 months beyond the standard six months offered to all employees. The standard termination allowanceRelative Adjusted ROIC is a lump sum cash payment equalnon-GAAP financial measure. See below in this proxy statement for information regarding how Relative Adjusted ROIC is calculated, andAppendix Afor a reconciliation of components of Relative Adjusted ROIC to two weeks of salary for each year or partial year of service, which was $726,923 for Mr. Landau (based on his 28 full or partial years of service). ● The Company also waived the terms of Mr. Landau’s non-competition agreement with respect to any company except for WestRock Company, KapStone Paper and Packaging Corporation, Georgia-Pacific LLC, Packaging Corporation of America, Domtar Corporation, Graphic Packaging Holding Company, and any affiliate or successor of those six companies.most directly comparable GAAP measure. 52 20192020 Proxy Statement Table of Contents Compensation Discussion & Analysis (“CD&A”) Responsiveness to Shareowners – “Say-on-Pay” Consideration       In May 2018,2019, our shareowners again approved our annual “Say-on-Pay” proposal with support from over 9495 percent of votes cast for the seventh straight year.(excluding broker non-votes). The MDCC interpretedinterprets this consistently strong level of support, together with the consistentlystrong levels of supportwe have received in this advisory vote on our NEO compensationover the last eight years(during which we havenot received less than 94%support from voted shares in any year), as continued affirmation of the current design and direction of our executive compensation program. While the program was approved by nearly all shares voted in eachbeing mindful of the past seven years,this level of support, the MDCC and management remain firmly committed to continuing to strengthen our pay-for-performance correlation, as well as continuing to be thoughtful about the overall architecture of our executive compensation program. The MDCC and management will continue to use the annual “Say-on-Pay” vote as a guidepost for shareowner sentiment and will continue to engage with our shareowners and respond to their feedback. As an example, we met with several key shareowners in 2017 and 2018 to discuss the 2018 re-design of our 2018 STI and LTI plans.plans and answered related questions in 2019. Compensation Governance Practices ✓ Reduced Change-in-Control Benefits. Change-in-control severance benefits reduced from three to two times target cash compensation for future non-CEO executive officers beginning in 2012. ✓ Double Trigger in the Event of a Change in Control Equity Vesting. Equity incentive awards have a double trigger assuming replacement awards are provided; that is, they will not vest in the event of aany such change in control unless also accompanied by a qualifying termination of employment. ✓ Robust Equity Ownership and Retention Requirements. All officers are required to own IP shares equal to a multiple of their base salary and to retain 50 percent of equity payouts until the ownership requirement is met. ✓ Clawback of Incentive Compensation If Restatement. IncentiveCash and equity incentive compensation awards are subject to clawback in specified circumstances. ✓ Limit on Severance for Executive Officers. Aggregate severance payments to an executive officer may not exceed two times the officer’s base salary plus target cash bonus in the absence of a change in control or shareowner preapproval. ✓ Non-Competition and Non-Solicitation Agreements. We require our leaders to enter into Non-Competition Agreements and Non-Solicitation Agreements, the violation of which may result in clawback or forfeiture of incentive compensation awards. ✓ Personal Use of Company Aircraft by CEO is Subject to Cap. While our CEO is authorized to use the Company aircraft for personal travel, he is required to reimburse the Company for the incremental cost of such personal use above $75,000. ✓ Multiple Performance Metrics. Short-term incentive compensation and long-term incentive compensation are each based on multiple measures to encourage balanced initiatives. ✓ Peer Groups. We use representative and relevant peer groups. ✕ No Employment Agreements for Executive Officers. Our executive officers are at-will employees with no employment contracts. ✕ No Guaranteed Annual Salary Increases or Bonuses. For the named executives, annual salary increases are based on evaluations of individual performance and market competitiveness, while their annual cash incentives are tied to corporate and individual performance. ✕ No Tax Gross-Ups. No tax gross-ups are provided. ✕ No Stock Options; No Repricing or Exchange of Underwater Stock Options by Policy. OurWe discontinued granting stock options over 10 years ago, all outstanding stock options have expired, and we have never granted stock appreciation rights (“SARs”). Moreover, our equity incentive plan does not permit repricing or exchange of underwater stock options or stock appreciation rightsSARs without shareowner approval. Also, we discontinued granting stock options over 10 years ago and all outstanding stock options have expired. ✕ No Plans that Encourage Excessive Risk-Taking. Based on theour annual review, it was determined that the Company’s compensation practices are appropriately structured and avoid incenting employees to engage in unnecessary and excessive risk-taking. ✕ No Hedging or Pledging of International Paper Securities. Officers directors and employeesdirectors are strictly prohibited from hedging IP securities. Directors, executive officers and other senior executives are strictly prohibited from pledging IP securities as collateral or holding securities in a margin account. ✕ No Inclusion of Equity Awards in Pension Calculations. Equity awards are not included as pensionable compensation. ✕ No Excessive Benefits. We offer only limited executive benefits as required to remain competitive and to attract and retain highly talented executives. ✕ No Active Defined Benefit Retirement Programs. SERP participation frozen at end of 2011, and all pension plan benefits frozen at end of 2018. Only defined contribution retirement benefits are available. www.internationalpaper.com 53 Table of Contents Compensation Discussion & Analysis (“CD&A”) How We Design Our Executive Compensation Program to Pay for Performance Executive Compensation Philosophy Our executive compensation program continues to be designed to attract, retain and motivate our SLT to deliver Company performance that builds long-term shareowner value. To achieve our objectives, our program is designed around two guiding principles: Pay for Performance We reward achievement of specific goals that improve our financial performance and drive strategic initiatives to ensure sustainable long-term profitability. Pay at Risk We believe a significant portion of an executive’s compensation should be specifically tied to performance—both Company performance and individual performance. Pay for Performance – CCG Analysis The MDCC reviews our CEO’s pay in relation to the Company’s performance to ensure alignment. We conduct this review against our Compensation Comparator Group (“CCG”) because it is one of two groups against which we target pay and is the same groupprimary reference against which we benchmark our program design and targeted pay amounts.design. Historical CEO Pay-for-Performance Alignment The following table demonstrates the close correlation between our CEO’s realizable pay and the Company’s performance over the past five three-year performance periods as compared to our CCG. Three-Year Performance Period Our CEO’s Realizable Pay Rank (percentile of CCG)       Our Company’s TSR Rank (percentile of CCG) 2016-2018 60th 45th 2015-2017 35th35th 35th35th 2014-2016 40th40th 50th50th 2013-2015 20th20th 20th20th 2012-2014 65th65th 60th 2011-2013 50th 80th60th 54 20192020 Proxy Statement Table of Contents Compensation Discussion & Analysis (“CD&A”) Current CEO Pay-for-Performance Alignment Each point on the graph below represents a CCG CEO’s three-yearrealizablecompensation (the cash compensation actually paid plus the economic value of equity-based grants) relative to his or her company’s three-year performance in TSR over the period 2015-2017.2016-2018. Compared to our CCG, our CEO earnedCEO’s realizable compensation was at the 35th60th percentile while the Company delivered TSR at the 35th45th percentile of our peer group.The MDCC continues to believe this graph clearly illustrates a strong pay-for-performance correlation, especially when compared year over year(as shown in the table on the previous page). CEO Realizable Pay vs. TSR Performance (2015-2017)(2016-2018) ● This graph is based on the 20182019 proxy filings of our CCG. ● Total Shareholder Return reflects share price appreciation, adjusted for dividends and stock splits. ● Realizable pay consists of: 1. actual base salary paid over the three-year period, 2. actual STI payouts over the three-year period, and 3. LTI determined as shown below, with equity awards based on December 31, 20172018 market value for each company; a. in-the-money value of stock options (whether or not vested) granted over the three-year period;period using the intrinsic method; b. service-based restricted stock awards (whether or not vested) granted over the three-year period; c. performance share awards: i. actual shares earned using actual performance achievement for grant cycles beginning and ending between 20152016 and 2017;2018; and ii. target shares granted over the three-year period assuming target performance, for performance cycles that have not yet been completed. d. performance cash awards: i. actual cash paid using actual performance achievement for grant cycles beginning and ending between 20152016 and 2017;2018; and ii. target cash levels provided over the three-year period assuming target performance, for performance cycles that have not yet been completed. ● The graph reflects CEO compensation for each company regardless of who actually served in the CEO role. This allows us to compare CEO compensation for a full three-year period for each company and focuses on the CEO position rather than specific individuals. www.internationalpaper.com 55 Table of Contents Compensation Discussion & Analysis (“CD&A”) Peer Group Benchmarking We useAligned with the Company’s compensation philosophy, the MDCC generally targets each component of TDC at the median level (50th percentile) of our CCG when makingprimary reference point. Target compensation decisionspositioning for individual SLT members will vary from the market median based on factors such as: ● Position scope and responsibilities; ● Individual performance; and ● Internal comparisons. The MDCC, in conjunction with its consultants, uses two sources of market data to assure our pay remains competitive. We strive for consistency by retaining as many of the same companies in this group as appropriate from year to year. Changes are made to assure sufficient or appropriate data on which to base compensation decisions. As described below, changes were made for 2019. For 2018, our CCG continued to consist of 20 publicly traded companies selected by the MDCC from the Willis Towers Watson General Industry Executive Compensation Survey database.competitive: ● Primary market reference point(used for all SLT positions) We usepublished survey data, representing the average of two large, broad industry surveys as administered by Willis Towers Watson and Aon, as our primary market reference point to ensure a robust sample size of organizations, thereby reducing year-over-year volatility in pay comparison. This survey data is adjusted to be representative of the revenue scope of each executive. ● Secondary market reference point(used for CEO, CFO, and other SLT positions where enough data points are available) We utilizeCCG proxy data, representing 20 companies selected based on a number of screening criteria (described in the chart below), as our secondary market reference point. This data is limited to publicly available data of the top five paid executives at each CCG company.   How Our CCG Is Selected           OCompetition for executive talent; OComparableComparable annual revenue (one-half to two times), with market capitalization used as a modifier (as appropriate); OGlobal geographic presence; OComplexity of business operations; and OAvailable compensation data.   How We Use Our CCG           OAs an input for developingAs a secondary reference point in establishing base salary ranges, and short- and long-term incentive targets; OTo assesstargets, and assessing competitiveness of total direct compensation awarded to theour SLT; OToTo benchmark equity vehicle and incentive plan metrics; OTo benchmark officer stock ownership guidelines and other executive compensation practices and policies; and OTo evaluate share utilization, overhang levels and annual value-based run rate. The MDCC targets TDC, in the aggregate, at the median level (50thpercentile) of our CCG. In light of Mr. Sutton’s conservative target TDC positioning and strong Company and individual performance during 2017, the MDCC approved a market adjustment to bring his target TDC to $13.3 million, which still positioned him below the projected 2018 market median. The other active NEOs have 2018 target TDC levels that were, in aggregate, 95% of the projected 2018 market median, and thus were well-positioned within the market range and aligned with the Company’s compensation philosophy. The MDCC, in conjunction with its consultant, uses this analysis as a frame of reference when setting target compensation. Target compensation positioning for individual SLT members will vary from the market median based on factors such as: ● Position scope and responsibilities; ● Individual performance; and ● Internal comparisons. 56 2019 Proxy Statement Table of Contents Compensation Discussion & Analysis (“CD&A”)   20182019 Compensation Comparator Group (“CCG”)        3M Company Honeywell International Inc. PPG Industries, Inc. Arconic, Inc. (former Alcoa Inc.) Johnson Controls, Inc. Schlumberger Limited DowDuPont Inc. Kimberly-Clark Corp. United States Steel Corp. Eaton Corp. L-3 Communications Holdings WestRock Emerson Electric Company Lockheed Martin Corp.Parker-Hannifin Corporation Ball Corporation Whirlpool Corp. FedEx Corporation PPG Industries, Inc. FedEx Corp.Bunge Limited Northrop Grumman Corp.General Dynamics Corporation Xerox Corp.Raytheon Company Caterpillar, Inc. Goodyear Tire & Rubber Company Parker-Hannifin Corp.Schlumberger Limited Deere & Company Johnson Controls International plc United States Steel Corporation Eastman Chemical Company Northrop Grumman Corporation WestRock Company Eaton Corporation Nucor Corporation International Paper vs. CCG Revenue1 IP’s Targeted TDC = CCG Median (50thpercentile) 1 Based on the most recently reported four quarters as of August 31, 2017,2018, used in late 20172018 to benchmark pay for 2018 2 IP’s revenue represents the pro forma revenue including the full-year impact of Weyerhaeuser’s pulp business.2019 ChangesIn 2019, for 2019 Peer Group Benchmarking As noted above, theuse in setting 2020 pay, we added Packaging Corporation of America (PCA) to our CCG has historically been comprised of 20 companies of comparable size and complexity that also participatedto include another U.S.-based peer in the Willis Towers Watson Executive Compensation Survey. In 2018,paper and packaging industry. Furthermore, the MDCC conducted a Benchmarking Strategy Review and approved a new approach that was first used byinclusion improved IP’s market cap peer-positioning percentile without materially impacting the Committee to inform senior executive targetmedian TDC levels for 2019. Two primary changes were made as part of this new approach.levels. ●56 Our primary reference point will be the average of two national, general industry surveys (scoped by revenue responsibility) so as to increase the number of participants comprising the data. This change provides greater incumbent counts for each benchmarked role, which will yield more consistency in the data from year-to-year and better handle changes in company size that may result from mergers, acquisitions or divestitures. ● The MDCC made changes to the CCG. Given that participation in the Willis Towers Watson Survey was now no longer a requirement for CCG inclusion, this allowed the Company more freedom in selecting CCG companies that are most relevant in terms of size, industry and scope of operations. CCG proxy data will be used as a secondary reference point for our CEO, CFO and others, as applicable. www.internationalpaper.com 572020 Proxy Statement Table of Contents Compensation Discussion & Analysis (“CD&A”) How We Make Compensation Decisions   Role of the Management Development and Compensation Committee        The MDCC is responsible for the Company’s executive compensation program design and decision-making process for SLT compensation. The MDCC approves: ●Our compensation benchmarking process, as well as the companies used for comparison (our CCG) to ensure reasonableness and stability; ●Overall effectiveness of our executive compensation program to ensure the design achieves our objectives; ●Performance metrics, goals, and their respective weightings, as well as the companies against which we compare our relative performance; ●Non-CEOOther SLT compensation, based on recommendations from the CEO; and ●An annual evaluation of risk as it pertains to our Company-wide compensation plans and programs. In addition, in a process directedestablished by the Presiding Director, inthe MDCC during Executive Session, the MDCC:Session: ●Approves the CEO’s annual objectives and semi-annuallyconducts semi-annual reviews of his performance achievement; and ●Recommends the CEO’s base salary increase, target bonusincentive opportunities (MIP and PSP) and annual incentive award payment to the Board based on its assessment of the CEO’s performance achievement, as well as the CEO’s long-term incentive compensation.achievement. All elements of CEO pay are approved by the independent directors of the Board.   Role of Management in Compensation Decisions        The CEO makes recommendations concerning the strategic direction of our executive compensation program to the MDCC. Our Senior Vice President, Human Resources, is responsible for making recommendations to the MDCC concerning program design and administration, and our General Counsel provides legal advice to the MDCC concerning disclosure obligations, governance and its oversight responsibilities. The CEO reviews the performance of SLT members against their annual, and individual pre-established performance objectives and discusses his assessment with the MDCC. In consultation with our Senior Vice President, Human Resources, the CEO makes individual recommendations on base salary, incentive plan opportunities, and annual incentive award payment. The MDCC reviews these recommendations, and then, considering input from its compensation consultant, discusses, modifies and approves, as appropriate, each SLT member’s compensation. The CEO does not participate in any MDCC or Board deliberations that involve his own compensation matters.   Role of Compensation Consultants        The MDCC continued to engage FW Cook in 20182019 to serve as its independent, external compensation consultant. The MDCC relies on FW Cook to advise on its decision-making process and has sole authority for retaining and terminating the relationship, as well as approving the terms of engagement, including fees. FW Cook works exclusively for the MDCC and provides no services to the Company.Company, other than services provided in the firm’s capacity as the MDCC’s consultant. Accordingly, the MDCC has determined the firm to be independent from the Company. Separately, FW Cook has attested in writing as to its independence from the Company. The Company retains Exequity and Willis Towers Watson as its primary compensation consultants to advise on program design, provide and analyze benchmarking data, apprise management of evolving practices and trends, and perform other consulting services as needed. From time to time, the Company engages other consultants for special projects as needed. MDCC’s Consultant:       Management’s Consultants: Frederic W. Cook & Co., Inc. Exequity LLP Willis Towers Watson PLC www.internationalpaper.com 5857 2019 Proxy Statement Table of Contents Compensation Discussion & Analysis (“CD&A”) Elements of Our Executive Compensation Program Overview The primary elements of our executive compensation program are base salary, short-term (annual) incentive compensation under our Management Incentive Plan (“MIP”), long-term incentive compensation under our Performance Share Plan (“PSP”), other ad hoc equity awards and benefits. Total Direct Compensation (“TDC”) is the combination of fixed and variable compensation. Other compensation elements, such as our limited executive benefits, are not part of TDC, but the MDCC also reviews these elements. Elements of Executive Compensation   Base Salary Base salary is the only fixed element of TDC. The MDCC considers base salary merit increases annually based on individual performance, while taking into account whether market-based adjustments are necessary. Annual merit increases for most employees across the globe, including the NEOs, are effective March 1. The following table shows the annual base salary in effect during 20182019 and currently for each NEO. Mr. Sutton received a salary adjustment in 2018, as shown below, recognizing his strong performance and to bring him in closer alignment with the market median. Mr. Landau and Ms. Ryan received market-based adjustments in 2018, and Mr. Nicholls, Ms. Slater and Mr. Ribieras received adjustments, effective July 2018, to reflect their respective appointments to new roles. Ms. Ryan received another market-based adjustment in 2019. Name    Annual Base Salary (Jan.-Feb.)     March 2018 Base Salary    March 2018 Increase    July 2018 Base Salary    July 2018 Increase    December 2018 Base Salary    March 2019 Increase    Current Annual Base Salary Mr. Sutton (CEO)     $ 1,350,000     $ 1,450,000 7.4 %     $ 1,450,000 n/a         $ 1,450,000 n/a         $ 1,450,000 Mr. Nicholls (CFO) $ 710,000 $ 710,000 n/a $ 750,000 5.6 % $ 750,000 n/a $ 750,000 Mr. Landau(former CFO)A $ 600,000 $ 675,000 12.5 % n/a n/a n/a n/a n/a Ms. Slater $ 600,000 $ 600,000 n/a $ 620,000 3.3 % $ 620,000 n/a $ 620,000 Ms. Ryan $ 602,000 $ 620,000 3.0 % $ 620,000 n/a $ 620,000 4.8 % $ 650,000 Mr. Ribieras $ 560,000 $ 560,000 n/a $ 700,000 25.0 % $ 700,000 n/a $ 700,000 A Left the Company in 2018. Name         Annual Base Salary (Jan - Feb)         March 2019 Increase         Annual Base Salary (Mar - Dec)         March 2020 Increase         Current Annual Base Salary Mr. Sutton (CEO)      $ 1,450,000 n/a      $ 1,450,000 n/a      $ 1,450,000 Mr. Nicholls (CFO) $ 750,000 n/a $ 750,000 n/a $ 750,000 Mr. Ribieras $ 700,000 n/a $ 700,000 n/a $ 700,000 Ms. Slater $ 620,000 n/a $ 620,000 n/a $ 620,000 Ms. Ryan $ 620,000 4.8 % $ 650,000 n/a $ 650,000 Variable Compensation: Overview and How We Assess Performance We do not have guaranteed bonuses. Variable compensation is pay at risk and is tied directly to performance. Company performance is based on the achievement of specific financial goals described below. Individual performance is rewarded upon achievement of specific pre-established objectives or priorities. Element     IP Incentive Plan / Program     20182019 Performance Metrics     Metric Weight     Individual Performance Modifier Short-Term Incentive Plan Management Incentive Plan (MIP) ●Adjusted EBITDA 70 % Yes ●Revenue 15 % ●Cash Conversion 15 % Long-Term Incentive Plan Performance Share Plan (PSP) ●Adjusted ROIC 50 % No ●TSR Relative to PeersTSR 50 % Other equity awards, including awards of stock and service-based restricted stock/units, may be granted from time to time under limited circumstances to address specific recruitment, retention or other recognition efforts. All SLT compensation, including any such equity awards, must be approved by the MDCC. www.internationalpaper.com 5958 2020 Proxy Statement Table of Contents Compensation Discussion & Analysis (“CD&A”) How and Why We Chose Our Performance Metrics Our incentive compensation plan design is based upon achievement of pre-established performance objectives that we believe will drive improved financial performance of the Company. Each year the MDCC assesses the appropriateness of the performance metrics, and periodically makes adjustments based on the financial objectives most critical to the Company’s success. We explain below why the MDCC chose the performance metrics we used for our 20182019 incentive compensation plans. 2019 Short-Term Incentive Plan Metrics Adjusted EBITDA(see the following page for more definitional details) Adjusted EBITDA1is commonly used as a proxy for a company’s operating profitability. Adjusted EBITDA measures how much operating profit the Company makes with its present assets and operations. DrivingWe believe that driving earnings growth is currently the best way to drive shareowner value. Within the Company, we set goals for, and periodically track and discuss, Adjusted EBITDA performance at the business level to establish a readily transparent and ongoing line of sight to our performance. Adjusted EBITDA also serves as an approximation forrepresents a significant driver of cash flow, as it is the single largest drivercomponent of Cash Flow from Operations. In addition, we utilize Adjusted EBITDA in assessing the Company’s consolidated results of operations and operational performance and in comparing the Company’s results of operations between periods. As a result, we believe that Adjusted EBITDA is a majorsignificant indicator of the on-going operational strength of the Company.   Revenue(see the following page for more definitional details) Revenue2 is a complementary measure to Adjusted EBITDA, butwhich helps focus participants on top-line growth. UtilizingWe believe that utilizing Revenue will also help focus participants on commercial and productivity improvement initiatives.   Cash Conversion(see the following page for more definitional details) Cash Conversion3drives capital efficiency and is also a complementary measure to Adjusted EBITDA. Employees can influence this measure by managing inventories, not overspending on low-return projects, and delivering better project management and planning. 2019-2021 Long-Term Incentive Plan Metrics Adjusted ROIC(see the following page for more definitional details) Adjusted ROIC4measures a company’s returns and can be compared to the cost of capital. Earning an Adjusted ROIC that is equal to or greater than our cost of capital is necessary for the Company to create long-term value for our shareowners. We consider Adjusted ROIC to be a meaningful indicator of our operating performance, and we evaluate this metric because it measures how effectively and efficiently we use the capital invested in our business.   Relative TSR(see the following page for more definitional details) TSR5reflects share price appreciation and dividends paid. TSR can be used to compare the performance of companies’ stocks over time, and we measure our relative TSR position over a three-year period against our TSR Peer Group. This is a key performance measure that aligns our long-term incentive pay with the value we create for our shareowners. www.internationalpaper.com 6059 2019 Proxy Statement Table of Contents Compensation Discussion & Analysis (“CD&A”) The footnotes below explain the details of our performance metric calculations for purposes of our incentive compensation plans: 1 Consistent with our external financial reporting to investors,Adjusted EBITDA, a non-GAAP financial measure, is defined as Earnings from Continuing Operations Before Interest, Income Taxes and Equity Earnings and before the impact of special items and non-operating pension expense plus Net Interest Expense and Depreciation, Amortization and Cost of Timber Harvested. Adjusted EBITDA may be adjusted, in the Committee’s discretion, for any impact of acquisitions, divestitures, and/or the effect of changes in tax laws, accounting principles or other laws or provisions affecting reported results. For additional information regarding Adjusted EBITDA, including a detailed calculation and reconciliation to the most comparable GAAP measure, see Appendix A. In addition, additional detail regarding the special items included in the definition of Adjusted EBITDA is set forth on page 16 of our annual report on Form 10-K for our fiscal year ended December 31, 2019, filed with the Securities and Exchange Commission on February 19, 2020. 2 Revenue means “Net Sales” as reported on the Consolidated Statement of Operations in the Company’s financial statements included in its periodic filings with the SEC. Revenue may be adjusted, in the Committee’s discretion, for any impact of acquisitions, divestitures, and/or the effect of changes in tax laws, accounting principles or other laws or provisions affecting reported results. 3 “Cash Conversion”Conversion,” a non-GAAP financial measure, means Adjusted EBITDA (as defined above) less Non-Strategic Capital Spending plus/minus changes in Operating Working Capital, divided by Adjusted EBITDA. “Non-Strategic Capital Spending” means “Invested in Capital Projects” as reported on the Consolidated Statement of Cash Flows in the Company’s financial statements included in its periodic filings with the SEC, less capital spending from projects intended to improve market position or customer service/satisfaction, but including volume increases and performance or quality improvements. “Operating Working Capital” means Trade Accounts and Notes Receivables plus Total InventoryContract Assets plus Inventories less absolute Trade Accounts Payable as reported internally. Non-Strategic Capital Spending and Operating Working Capital may be adjusted, in the Committee’s discretion, for any impact of acquisitions, divestitures, and/or the effect of changes in tax laws, accounting principles or other laws or provisions affecting reported results. For additional information regarding Cash Conversion, including a further description and reconciliations of its components, see Appendix A. 4 Consistent with our external financial reporting to investors,Adjusted ROIC, a non-GAAP financial measure, is calculated as operating earnings before interest (including earnings from continuing and discontinued operations up through the date of sale)Adjusted Operating Earnings Before Net Interest Expense (as defined as set forth in Appendix A), and before the impact of special items and non-operating pension expense, divided by average invested capital. Invested capital is total equity (adjusted to remove pension-related amounts, including prior service costs and net actuarial gains/losses, that are included in Accumulated Other Comprehensive Income (Loss)) plus interest bearing liabilities. For the relative Adjusted ROIC metric used in the 2016 PSP and 2017 PSP plans,plan, we calculatecalculated International Paper’s Adjusted ROIC and our peer companies’ Adjusted ROIC using the same methodology. For the absolute Adjusted ROIC metric used beginning with the 2018 PSP, the Company’s Weighted Average Cost of Capital (“WACC”) will beis used as the minimum threshold for Adjusted ROIC performance. Target Adjusted ROIC performance will beis set at 200 basis points (“bp”) above WACC, and maximum Adjusted ROIC performance will beis set at 400 bp above WACC. The Company’s “Weighted Average Cost of Capital” or “WACC” equals Cost of Equity X (Equity/Capital) + Cost of Debt X (Debt/Capital). The Company’s WACC is calculated prior to the beginning of each grant year and stays fixed for the three-year PSP performance period. WACC may be adjusted for any impact of acquisitions, divestitures, and/or the effect of changes in tax laws, accounting principles or other laws or provisions affecting reported results. For additional information regarding Adjusted ROIC, including a reconciliation of its components to the most comparable GAAP measure, see Appendix A. 5 TSR is calculated as the change in the Company’s common stock price during the performance period plus the impact of any dividends paid and reinvested in Company stock (including the dividends paid on stock obtained by reinvesting dividends) during the performance period. For all companies in our TSR Peer Group, both the beginning and ending common stock prices used are the average closing price of the 20 trading days immediately preceding the beginning and ending of the performance period. We calculate International Paper’s TSR and our peer companies’ TSR using the same methodology. www.internationalpaper.com60 61 2020 Proxy Statement Table of Contents Compensation Discussion & Analysis (“CD&A”) Why We Use Different Peer Groups In the chart below, we explain why we use different peer groups for compensation benchmarking (as applicable) and for measuring Companythe Company’s TSR performance in our incentive plans. Previously, our 2017 PSP TSR peer group was comprised of 15 companies and two indices that were hand-selected as companies that IP competed against for investment dollars. Beginning with the 2018 PSP grant, the peer group was selected using a more formulaic process and was expanded to 28 companies. The member companies of the below indices were used to form the TSR Peer Group: ● S&P 500 Materials Index – excluding companies identified as metals and mining, fertilizer and/or agricultural companies and Albemarle Corporation ● S&P 1500 Composite Index – includes paper products and paper packaging companies with a market cap of at least $2.5B, plus Graphic Packaging Holding Company ● S&P 500 Index – eight selected comparable companies, plus Crown Holdings, Inc. The goal was to select closely correlated peers against which to compare our performance. ThisWe believe this should minimize market factors outside of IP’s control from overly impacting our performance achievement. The share prices of the companies selected are impacted by many of the same macroeconomic and industry factors as IP, thereby reducing the influence of external/market factors when measuring relative performance. Peer Group       Composition       Rationale CCG Includes 20 companies from multiple industries(Companies range in size from approximately 0.5 to 2.0 times IP’s revenue, which positions IP near the median) (For 2019 changes to our Benchmarking Strategy,median; see Section 2 – Peer Group Benchmarking.)page 56 for a complete listing of CCG companies) These are the companies against which we are likely to compete for executive talent. They are of comparable size and scope of operations to the Company, which is critical for benchmarkingevaluating target TDC amounts. TSR Peers Broader cross-section of basic materials companies engaged in global manufacturing and capital-intensive businesses. These are the companies against which we compete for investment dollars. We include the S&P 1500 paper packaging and paper products companies, as well as a key competitor, Graphic Packaging Holding Corp., and the S&P 500 Materials companies, excluding metals & mining and fertilizers & agricultural chemicals companies. 20182019 TSR Peer Group Air Products and Chemicals, Inc. LyondellBasell Industries NVLinde PLC Avery Dennison Corporation LyondellBasell Industries NV Ball Corporation Martin Marietta Materials Inc. Ball Corporation Bemis Company, Inc. Mohawk Industries Inc. Bemis Company, Inc. Celanese Corporation Packaging Corporation of America Crown Holdings, Inc. PPG Industries, Inc. Cummins Inc. Praxair, Inc. Domtar Corporation Rockwell Automation Inc. Eastman Chemical Company Domtar Corporation Sealed Air Corporation Eastman Chemical Company The Sherwin-Williams Company Ecolab Inc. The Sherwin-WilliamsSonoco Products Company Ford Motor Company Sonoco Products CompanyUnion Pacific Corporation Graphic Packaging Holding Company Union Pacific CorporationVulcan Materials Company Ingersoll-Rand PLC Vulcan MaterialsWestRock Company International Flavors & Fragrances Inc. Weyerhaeuser Company WestRock Company Johnson Controls International plc Weyerhaeuser Company Bolded companies are also part of our 20182019 CCG. www.internationalpaper.com 6261 2019 Proxy Statement Table of Contents Compensation Discussion & Analysis (“CD&A”) Short-Term Incentive Management Incentive Plan (“MIP”) Overview The MIP is our annual, cash-based incentive compensation plan designed to motivate employees to achieve our most critical short-term financial goals. In 2018,2019, the MIP award pool, described below, was distributed among approximately 3,900 employees globally. 20182019 Company Performance Metrics and Performance Achievement As shown below, and as discussed on page 47, changes were made to the MIP design for 2018. The Company used Adjusted EBITDA, Revenue and Cash Conversion in determining 20182019 MIP awards. The chart below describes the specific design elements.elements and how the award was earned. 2019 MIP Performance Metrics Metric Weight Threshold Performance Payout 50%   Target Performance Payout 100%   Maximum Performance Payout 200%   Actual % of Target Award Earned Weighted % of Target Award Earned Adjusted EBITDAA       70 %      Achieve $3.582B        Achieve $4.478B        Achieve $4.926B        $3.852B      64.9 %      45.5 % Revenue 15 % Achieve $21.795B   Achieve $24.217B   Achieve $25.428B   $22.376B 62.1 % 9.3 % Cash ConversionA 15 % Achieve 58.3 % Achieve 72.9 % Achieve 80.2 % 86.5 % 200 % 30.0 % Total 100 %       84.8 % 2018 MIP Performance Metrics Metric Weight Threshold Performance Payout 50% Target Performance Payout 100% Maximum Performance Payout 200% Adjusted EBITDAA 70 % Achieve $3.28B Achieve $4.1B Achieve $4.51B RevenueSee 15 % Achieve $20.036B Achieve $22.262B Achieve $23.375B Cash ConversionAppendix A 15 % Achieve 57.1 % Achieve 71.4 % Achieve 78.5 %for a reconciliation of these non-GAAP measures to the most directly comparable GAAP measures. In the event that our actual year-end result in any one of the metrics above falls below the established threshold performance level (as shown in the chart above), no payment will be earned for that portion of the award. Furthermore, in the event that our actual year-end result in any one of the metrics above falls between the threshold and target performance levels, or between the target and maximum performance levels, the payment earned will be calculated on a straight-line interpolated basis. The MDCC believes our MIP performance targets should motivate management to achieve results that will drive superior investor returns.       Description       Weight       Target       Actual       Target Award Earned       Weighted Target Award Earned Adjusted EBITDAA To achieve EBITDA of $4.1B 70 % $4.1B $4.347B 160.2 % 112.2 % Revenue To achieve revenue of $22.262B 15 % $22.262B $23.306B 193.8 % 29.1 % Cash ConversionA To achieve cash conversion of 71.4% 15 % 71.4 % 68.41 % 89.5 % 13.4 % Overall Corporate Weighting: 100.0 % 154.7 % A SeeAppendix Afor a reconciliation of non-GAAP measures to the most directly comparable GAAP measures. 20182019 Award Pool Calculation The Company’s MIP target award pool is equal to the sum of each MIP-eligible employee’s target award, based on his or her position in the Company. To calculate the actual award pool, the target award pool is multiplied by the Company’s 20182019 total payoutperformance achievement of 154.7 percent,84.8%, resulting in an award pool of approximately $179.7$97 million. This pool was distributed among all employee participants. Our 2018 MIP performance achievement reflects our outstanding financial results for the year. We generated over $4.3 billion in adjusted EBITDA, which represents an increase of 16% from 2017 (see Appendix A for a reconciliation of our non-GAAP measures to comparable GAAP measures). All of our businesses and regions contributed in a meaningful way, whether it was through outperforming their respective competitors, growing new product sales, or leveraging innovation and customized products. Additionally, we grew revenue by more than 7%, supported by organic gains in volume, pricing and mix. These strong commercial gains are especially significant given the majority of our businesses operate in low-growth segments. We did, however, fall short in our Cash Conversion goal due to higher working capital, resulting primarily from price increases and an increase in average customer payment terms. The MDCC has the discretion to decrease the award pool to zero and has done sochosen to decrease it in the past. Additionally, consistent with our philosophy that management should be rewarded for delivering outstanding financial results, the MDCC also has discretion to increase the award pool by up to 25%, provided the total final award pool does not exceed the maximum amount permitted under the 20182019 MIP, which is 200% of target. The MDCC did not exercise its discretion to decrease or increase the 20182019 MIP award pool. Individual MIP Awards For all MIP-eligible employees, their respective awards are based on Company performance, but then may be modified by their individual performance achievement as determined by their direct manager. The CEO has discretion to recommend an additional award outside the MIP, called a CEO Award, in recognition of exceptional individual performance beyond what is captured in individual objectives. For 2019, none of our SLT members received a CEO Award. As described in Section 5, for 2018,2019, Mr. Sutton’s MIP award was not modified for individual performance and thus was based solely on the Company’s financial performance percentage of 154.7%84.8%. www.internationalpaper.com62 63 2020 Proxy Statement Table of Contents Compensation Discussion & Analysis (“CD&A”) Long-Term Incentive Performance Share Plan (“PSP”) Overview The PSP is our long-term, equity-based incentive compensation plan designed to motivate employees to create long-term shareowner value. PSP awards are granted annually in performance-based restricted stock units annually to approximately 1,300 management-level employees globally based on position in the Company and satisfactory performance evaluations. PSP awards are earned over a three-year performance period based on the Company’s performance achievement in absolute Adjusted ROIC (relative Adjusted ROIC for grants made prior to 2018) and relative TSR. Awards are paidsettled in shares of Company stock.stock (except in Asia and Morocco). The number of shares ultimately paid may include additional shares for prorated PSP grants due to promotion during the grant year and includes the reinvestment of dividends earned on suchgranted shares during the three-year performance period. The MDCC does not have discretion to increase the performance achievement, but may decrease it in the event the Company experiences negative Adjusted ROIC or negative TSR. In addition, if the Company’s absolute TSR over the three-year performance period is negative, performance achievement for the TSR portion of the PSP award may not exceed 100%.      2016      2017      2018      2019      2020      2021 2017 2018       2019       2020       2021       2022 2016 Grant 3-year Performance Measurement Period Paid* 2017 Grant 3-year Performance Measurement Period Paid* 3-year Performance Measurement Period Paid* 2018 Grant 3-year Performance Measurement Period Paid*             3-year Performance Measurement Period Paid* 2019 Grant 3-year Performance Measurement Period Paid* * Assuming threshold performance objective is achieved. Company Performance Metrics and Objectives As shown below, and as discussed above on page 47, changes were made toIn 2019, the PSP continued to be based on Adjusted ROIC and relative TSR as detailed below. Some key components of our design beginning in 2018:are: ● BothBeginning with the 2018 grant, both metrics (Adjusted ROIC and relative TSR) will beare weighted at 50% each forallparticipants, not just ourthe officers. ● Relative Adjusted ROIC was changed to absolute Adjusted ROIC, which means that for this metric we will no longer be ranked against peers, but instead our goal will be an internal target. Our internal Adjusted ROIC goals are based on covering our weighted average cost of capital (WACC), which is the basis for the Adjusted ROIC payout scale in the PSP. We consideredconsider the maximum Adjusted ROIC level established as recognizing the potential tradeoff between maximizing absolute ROIC and maximizing the potential for additional value creation by growing our portfolio. ● To determine our performance achievement under the relative TSR metric, we are moving from an absolute position ranking touse a percentile ranking for comparison to our peers, and using a broader and betterbroad, highly correlated TSR peer group (see Section 3,4, “Why We Use Different Peer Groups”).           Performance Objective Performance Objective 2018-2020 PSP Performance Metrics Metric Weight Threshold ROIC – Payout 50% TSR – Payout 25%      Target Payout 100%      Maximum Payout 200% 2019-2021 PSP Performance Metrics       Metric Weight       Threshold ROIC – Payout 50% TSR – Payout 25%         Target Payout 100%       Maximum Payout 200% Adjusted ROIC 50 % 7.0 % 9.0 % 11.0 % 50 % 7.5 % 9.5 % 11.5 % Relative TSR 50 % 25thpercentile 50thpercentile 75thpercentile 50 % 25thpercentile   50thpercentile 75thpercentile In the event that our actual three-year performance period ending result in either metric falls below the established threshold performance level (as shown in the chart above), no payment will be earned (vested) for that portion of the award. Furthermore, in the event that our actual three-year performance period ending result in either metric falls between the threshold and target performance levels, or between the target and maximum performance levels, the award earned (vested) will be calculated on a straight-line interpolated basis. www.internationalpaper.com 63 Table of Contents Compensation Discussion & Analysis (“CD&A”) Payout Calculation Based on market data, each PSP participant has a target award based on his or her position. The actual number of shares paid may be higher or lower than the target award, based solely on the Company’s performance achievement. Possible payouts under the 20182019 PSP range from 0 percent to 200 percent of the target award. 2016-20182017-2019 PSP Payout For the 2016-20182017-2019 PSP, the performance achievement approved by the MDCC in February 20192020 is shown in the chart below, and the award paid to each of our NEOs is described in Section 5. 2016-20182017-2019 PSP Performance Metrics Metric Weight for Officers 2016-20182017-2019 Performance Results and % of Target Award Earned Relative Adjusted ROIC 50 % Ranked 3 of 1211(A)(B) 72.5 % Relative TSR 50 % Ranked 812 of 1715(A)(B) 500.0 % Total 2016-20182017-2019 PSP Payout for Officers 122.572.5 % (A) Dow and DuPont were both excluded due to the structure of the 2017 merger transaction in which both predecessor companies were acquired by a newly created company, DowDuPont Inc. (B) Fibria was removed from the peer group due to being acquired by Suzano. 64 2019 Proxy Statement Table of Contents Compensation Discussion & Analysis (“CD&A”) Other Equity Awards Other types of equity awards, such as grants of stock, restricted stock awards (“RSAs”) or restricted stock units (“RSUs”), are used for purposes of recruitment, retention or recognition. Vesting provisions for these service-based awards vary on a case-by-case basis, but under regular terms and conditions are forfeited if the participant voluntarily terminates employment prior to vesting. During 2018,2019, there were no other equity awards, other thanaside from the PSP awards, granted to any SLT member. 64 2020 Proxy Statement Table of Contents Compensation Discussion & Analysis (“CD&A”) Other Elements Retirement and Benefit Plans Members of the SLT participate in the same health, welfare and retirement programs available to most of the Company’s salaried U.S. employees. Additionally, our unfunded, non-qualified plans—the Pension Restoration Plan and the Deferred Compensation Savings Plan (“DCSP”)—are available to eligible salaried U.S. salaried employees, including the NEOs, whose compensation is higher than the limits set by the Internal Revenue Service (“IRS”) for tax-qualified plans. Absent these plans, these employees would not achieve a retirement benefit commensurate with their earnings during the course of their careers with us. Finally, while the Unfunded Supplemental Retirement Plan for Senior Managers (“SERP”) was closed to new participants effective January 1, 2012, somethree current SLT members including all active NEOs except(Messrs. Sutton and Nicholls and Ms. Slater and Mr. Ribieras, participateRyan) had their participation grandfathered in this plan. Name CEO SLT Other Officers and Eligible Managers U.S. Salaried Employees    The Company froze participation (including credited service and compensation)compensation in the Retirement Plan, Pension Restoration Plan and SERP for all service on or after January 1, 2019. For service after this date, affected employees willnow receive Retirement Savings Account contributions (“RSAc”). Health and Welfare Plans      ●      ●      ●      ● Qualified Retirement (Pension) Plan/ RSAc(B) ● ● ● ● Pension Restoration Plan / RSAc(B) ● ● ● SERP(B) ● (A) ● (A) Qualified Salaried Savings Plan – 401(k) ● ● ● ● DCSP(B) ● ● ● ●    Eligible to participate. (A)   This executive benefit was closed to new participants effective January 1, 2012. (B)   See Section 7 for additional information on this benefit. Change-in-Control (CIC)(“CIC”) Agreements The Company has entered into CIC agreements with certain executives, including the SLT, that provide severance and other benefits, including acceleration of equity-award vesting, in the event of a “double trigger,” which requiresbotha CIC of the Companyanda qualifying termination of employment (i.e., involuntary termination without “cause” or departure for “good reason”). We believe these potential benefits align executive and shareowner interests by enabling leaders of the Company to focus on the interests of shareowners and other constituents when considering a potential CIC, without undue concern for their own financial and employment security. No benefits are provided to our NEOs upon a CIC alone (i.e., without also experiencing an accompanying termination) so long as the acquiring company provides replacement awards as substitution for outstanding equity awards. Moreover, in no event will the Company gross up or pay for excise taxes relating to any CIC benefits. For more detail on these CIC agreements and benefits, see Section 7. Perquisites As disclosed in Section 7, we do not offer perquisites to our SLT other than the following: the CEO’s limited personal use of Company aircraft; standard benefits under our Global Mobility Policy which establishes many of the benefits provided to employees who serve or have served as expatriates; benefits granted to grandfathered participants in our Executive Supplemental Life Insurance Program; and tax preparation related to board service, at the Company’s request, with the Company’s Ilim joint venture in Russia at the Company’s request.Russia. www.internationalpaper.com 65 Table of Contents Compensation Discussion & Analysis (“CD&A”) NEO Compensation Overview The compensation benchmarking review used to establish NEO target TDC levels for 20182019 indicated that our CEO’s 20182019 target TDC was 93%104% of the projected 20182019 market median and the 20182019 target TDC levels for all other active NEOs, (excluding Mr. Landau, who left the Company during 2018), in aggregate, were 95% of the projected 20182019 market median. We do not, nor do we believe it is necessary to, have a policy that dictates a specific ratio of CEO compensation to other NEOs or the SLT. Generally, we base our compensation decisions on principles of internal equity and external market competitiveness. The difference that exists between our CEO’s compensation and our other NEOs is based on the complexity of the CEO’s leadership responsibilities for the global enterprise. 20182019 Actual “Realized” Compensation and Comparison to 20182019 Targeted Compensation In this section, we describe the 20182019 compensation actually “realized” by each NEO, as well as the rationale for each such compensation element and amount. We also illustrate 20182019 targeted versus actual compensation in the individual graphs for each NEO. The “Target” amount includes: (i) 2018 2019 actual base salary paid; (ii) 2018 2019 target MIP(prorated for Mr. Landau);MIP; (iii) the target value of the 2016-20182017-2019 PSP granted in 2016(prorated for Mr. Landau);2017; (iv) the target value of the RSA grants that vested during 2018;2019, if applicable; and (v) for Ms. Slater, the actual amount of 2018 make-whole cash payments in 2019 for forfeited Weyerhaeuser LTI awards. The “Actual” amount represents what we believe is the appropriate way to illustrate 20182019 actual pay earned, and includes: (i) 2018 2019 actual base salary paid; (ii) 2018 2019 MIP paid in February 2019;2020; (iii) the actual value of the 2016-20182017-2019 PSP paid (including reinvested dividends) in February 2019;2020; (iv) the actual value of the RSA grants that vested (including reinvested dividends) during 2018;2019, if applicable; and (v) for Ms. Slater, the actual amount of 2018 make-whole cash payments in 2019 for forfeited Weyerhaeuser LTI awards. In comparing the following charts to the Summary Compensation Table, you will see the value shown for the “equity awards” differs. Equity awards granted in 20182019 are shown in the Summary Compensation Table, while the following charts show PSP awards valued and paid in 20192020 for the performance periodsperiod ending in 20182019 (and RSA grants that vested during 2018)2019). The equity awards for the 2016-20182017-2019 PSP in the following charts were valued based on the closing price ($45.99)43.56) of the Company’s common stock on February 8, 2019,7, 2020, which is the trading day immediately preceding the date the MDCC approved payout of the 2016-2018 PSP award.payout. 66 20192020 Proxy Statement Table of Contents Compensation Discussion & Analysis (“CD&A”)                                           Mark S. Sutton Chairman of the Board and Chief Executive Officer Mark Sutton has 3435 years of service with the Company and was appointed CEO effective November 2014 and Chairman of the Board effective January 2015. Mr. Sutton served as President and Chief Operating Officer from June through October 2014, prior to which he was Senior Vice President, Industrial Packaging, a role he assumed in November 2011. Prior to that role, he led our Printing and Communication Papers business since January 2010. He previously served as Senior Vice President – Supply Chain from March 2008 through 2009, Vice President – Supply Chain from June 2007 through February 2008, and Vice President – Strategic Planning from January 2005 through May 2007. 20182019 Realized Compensation Element of Compensation       Compensation Amount       Rationale 20182019 Base Salary $1,433,3331,450,000   (incorporates 7.4% no base salary increase effective March 2018)in 2019) No adjustment was made to Mr. Sutton received aSutton’s base salary adjustment recognizing his strong performance and to bring him in closer alignment with thebecause it was within our targeted market median.range. 20182019 MIP Award $3,364,7001,844,400   (154.7%84.8% Company performance achievement) Mr. Sutton’s MIP payment was not modifiedawarded at 84.8% of target (reflecting 100% for individual performanceperformance) and thus was based solely on the Company’s financial performance achievement percentage.achievement. 2016-20182017-2019 PSP Payout 258,261134,422 shares, including reinvested dividends   (valued at $11,877,444, $5,855,422, including a fractional share) PSP payout of 122.5% is72.5% was based solely on the Company’s performance achievement in relative Adjusted ROIC and relative TSR described in Section 4. The chart below compares Mr. Sutton’s 20182019 actual compensation paid against targeted compensation amounts. Target LTIis based on 188,782165,064 target shares valued at $37.08,$53.01, using the 20-day average stock price as of December 31, 2015.2016. Actual LTIis based on 258,261134,422 shares, which includes the original target shares plus reinvested dividends, multiplied by 122.5%72.5% performance achievement and valued at $45.99,$43.56, IP’s closing share price on February 8, 2019.7, 2020. www.internationalpaper.com 67 Table of Contents Compensation Discussion & Analysis (“CD&A”)                                           Timothy S. Nicholls Senior Vice President and Chief Financial Officer Tim Nicholls has 2728 years of service with the Company and was appointed CFO effective June 2018, a position he previously held from December 2007 through November 2011. In addition to his role in finance, Mr. Nicholls also has oversight for the Company’s informationcorporate development, capital effectiveness and disruptive technology group.functions. He previously served as Senior Vice President – Industrial Packaging the Americas, a position he held since November 2014, immediately prior to which he served as Senior Vice President – Printing & Communications Papers the Americas from November 2011. In 1991, he joined Union Camp Corporation, which was acquired by the Company in 1999. 20182019 Realized Compensation Element of Compensation       Compensation Amount       Rationale 20182019 Base Salary $730,000750,000   (incorporates 5.6%no base salary increase effective July 2018)in 2019) No adjustment was made to Mr. Nicholls’s base salary increase reflected his appointment to a new role.because it was within our targeted market range. 20182019 MIP Award $1,100,200667,800   (158.3%89.0% combined Company and individual performance achievement) Mr. Nicholls’s MIP payment was awarded at 89.0% of target, modified upward based on(105%) for his individual performance, which reflected his assumptionexcellent performance in support of the role of CFO and management of a smooth and rapid transition of the associated responsibilities.business objectives. 2016-20182017-2019 PSP Payout 73,78933,029 shares, including reinvested dividends   (valued at $3,393,574,$1,438,743, including a fractional share) PSP payout of 122.5% is72.5% was based solely on the Company’s performance achievement in relative Adjusted ROIC and relative TSR described in Section 4. 2014 Restricted Stock Award 23,030 shares vested on August 1, 2018, representing 100% of his 2014 grant, including reinvested dividends (valued at $1,237,402) This RSA grant of 20,000 shares was made on August 1, 2014, for the purpose of recognizing service, commitment and execution of key initiatives, and the shares vested on August 1, 2018. The chart below compares Mr. Nicholls’s 20182019 actual compensation paid against targeted compensation amounts. Target LTIis based on 53,93840,559 target shares valued at $37.08$53.01 using the 20-day average stock price as of December 31, 2015.2016. Actual LTIis based on 73,78933,029 shares, which includes the original target shares plus reinvested dividends, multiplied by 122.5%72.5% performance achievement and valued at $45.99,$43.56, IP’s closing share price on February 8 2019.7, 2020. 68 20192020 Proxy Statement Table of Contents Compensation Discussion & Analysis (“CD&A”) Glenn R. Landau Former Senior Vice President and Chief Financial Officer Glenn Landau left the Company effective July 31, 2018, after more than 27 years of service. Mr. Landau had served as CFO since February 2017. Prior to becoming CFO, he served as Senior Vice President & President of IP Latin America from 2013 to 2017 (elected SVP in November 2014), with overall responsibility for the Company’s paper and packaging businesses in Brazil as well as the strategic direction for South America. Prior to that role, he served as Vice President of Investor Relations from 2011 through 2013. Previously, he held positions of increasing responsibility in the Company’s U.S. container and European container businesses. 2018 Realized Compensation Element of Compensation Compensation Amount Rationale 2018 Base Salary $451,348 (incorporates 12.5% increase effective March 2018) Mr. Landau’s base salary increase better aligned his pay with comparable positions within our CCG companies. The amount shown reflects base salary paid to Mr. Landau prior to his departure from the Company, effective July 31, 2018, as well as $70,098 of cash paid in lieu of vacation upon his departure. 2018 MIP Award $577,500 (154.7% Company performance achievement) Mr. Landau’s MIP payment was not modified for individual performance and thus was based solely on the Company’s financial performance achievement percentage, and was prorated to reflect his departure effective July 31, 2018. 2016-2018 PSP Payout 20,651 shares, including reinvested dividends (valued at $949,737, including a fractional share) PSP payout of 122.5% is based solely on the Company’s performance achievement in relative Adjusted ROIC and relative TSR described in Section 4, and was prorated to reflect his departure effective July 31, 2018. The chart below compares Mr. Landau’s 2018 actual compensation paid against targeted compensation amounts. Target LTIis based on 15,095 prorated target shares valued at $37.08 using the 20-day average stock price as of December 31, 2015. Actual LTIis based on 20,651 shares, which includes the original target shares plus reinvested dividends, multiplied by 122.5% performance achievement and valued at $45.99, IP’s closing share price on February 8, 2019. Upon his departure from the Company effective July 31, 2018, Mr. Landau received severance in the aggregate amount of $747,423 (including $20,500 intended for payment of COBRA insurance), which amount is within the limits set forth in the Board’s 2005 Policy on Severance Agreements with Senior Officers and is reflected in the Summary Compensation Table for 2018. www.internationalpaper.com 69 Table of Contents Compensation Discussion & Analysis (“CD&A”) Catherine I. Slater Senior Vice President – Global Cellulose Fibers and IP Asia Cathy Slater joined the Company as a senior vice president from Weyerhaeuser Company in December 2016, effective with the completion of the acquisition of Weyerhaeuser’s cellulose fibers business, which she previously led. In June 2018, Ms. Slater was appointed as the Company’s Senior Vice President – Global Cellulose Fibers and IP Asia. She previously served as Senior Vice President – Consumer Packaging, with responsibility for the Company’s Coated Paperboard and Foodservice businesses, from the time she joined the Company until those businesses were transferred to a subsidiary of Graphic Packaging Holding Company at the beginning of 2018. Her 24-year career with Weyerhaeuser included leadership roles in manufacturing, printing papers, consumer products, wood products and the cellulose fibers business. 2018 Realized Compensation Element of Compensation Compensation Amount Rationale 2018 Base Salary $610,000 (incorporates 3.3% increase effective July 2018) Ms. Slater’s base salary increase reflected her appointment to a new role. 2018 MIP Award $745,800 (147.0% combined Company and individual performance achievement) Ms. Slater’s MIP payment was modified downward, reflecting a temporary setback in fluff pulp volume at the Global Cellulose Fibers business resulting from incomplete execution of a mix improvement plan that was initiated in late 2018. 2016 Restricted Stock Award 8,754 shares vested on December 1, 2018, representing 33% of her 2016 grant, including reinvested dividends (valued at $404,335) This RSA grant of 24,631 shares was made December 1, 2016, for recruitment and retention purposes, and vests ratably over the three-year period ending December 1, 2019. Make-Whole Cash Payments for Forfeited Weyerhaeuser LTI Awards $1,341,537  Ms. Slater received these cash payments in 2018 to compensate her for the loss of portions of Weyerhaeuser equity grants that were (i) awarded in 2014, 2015 and 2016 under Weyerhaeuser’s long-term equity incentive plan, (ii) scheduled to vest in 2018, and (iii) forfeited as a result of the Company’s acquisition of Weyerhaeuser’s pulp business, effective December 1, 2016. These “make-whole” payments are being provided to all similarly situated employees of the acquired business. For more information, see footnote (2) to Summary Compensation Table. The chart below compares Ms. Slater’s 2018 actual compensation paid against targeted compensation amounts. Ms. Slater did not receive a 2016-2018 PSP grant, as she was employed by Weyerhaeuser, not the Company. 70 2019 Proxy Statement Table of Contents Compensation Discussion & Analysis (“CD&A”) Sharon R. Ryan Senior Vice President, General Counsel and Corporate Secretary Sharon Ryan has over 30 years of service with the Company. Ms. Ryan was appointed to the position of Senior Vice President, General Counsel and Corporate Secretary in November 2011, following her service as Acting General Counsel and Corporate Secretary since May 2011 and Vice President since February 2011. Ms. Ryan previously served in a variety of legal roles, including as Chief Ethics and Compliance Officer (beginning in 2009), Associate General Counsel – Corporate Law, and General Counsel of various business divisions within the Company. 2018 Realized Compensation Element of Compensation Compensation Amount Rationale 2018 Base Salary $617,000 (incorporates 3.0% increase effective March 2018) Ms. Ryan’s base salary increase better aligned her pay with comparable positions within our CCG companies. 2018 MIP Award $804,100 (162.4% combined Company and individual performance achievement) Ms. Ryan’s MIP payment was modified upward based on individual performance, which reflected her role in director succession planning and Board refreshment efforts, ensuring the highest standards of ethics and compliance, and fostering diversity and inclusion. 2016-2018 PSP Payout 55,343 shares, including reinvested dividends (valued at $2,545,212, including a fractional share) PSP payout of 122.5% is based solely on the Company’s performance achievement in relative Adjusted ROIC and relative TSR described in Section 4. The chart below compares Ms. Ryan’s 2018 actual compensation paid against targeted compensation amounts. Target LTIis based on 40,454 target shares valued at $37.08 using the 20-day average stock price as of December 31, 2015. Actual LTIis based on 55,343 shares, which includes the original target shares plus reinvested dividends, multiplied by 122.5% performance achievement and valued at $45.99, IP’s closing share price on February 8, 2019. www.internationalpaper.com 71 Table of Contents Compensation Discussion & Analysis (“CD&A”)                                           Jean MichelJean-Michel Ribieras Senior Vice President – Industrial Packaging the Americas Jean-Michel Ribieras has over 2526 years of service with the Company. He has served as Senior Vice President – Industrial Packaging the Americas since June 2018. He previously served as Senior Vice President – Global Cellulose Fibers from July 2016 through June 2018 and led the integration of Weyerhaeuser’s cellulose fibers business with International Paper’s pulp business. Prior to that role, he served as Senior Vice President & President, IP Europe, Middle East, Africa & Russia from 2013 until June 2016, and Vice President & President – IP Latin America from 2009 until 2013. He previously held a variety of roles of increasing responsibility at the Company in Europe and in the United States, including Vice President of European Papers from 2002 to 2004 and Vice President of the Company’s pulp and Converting Papers businesses from 2005 to 2009. 20182019 Realized Compensation Element of Compensation       Compensation Amount       Rationale 20182019 Base Salary $630,000700,000   (incorporates 25.0%no base salary increase effective July 2018)in 2019) No adjustment was made to Mr. Ribieras’s base salary increase reflected his appointment to a new role.because it was within our targeted market range. 20182019 MIP Award $810,600508,800   (154.7%84.8% Company performance achievement) Mr. Ribieras’s MIP payment was not modifiedawarded at 84.8% of target (reflecting 100% for individual performanceperformance) and thus was based solely on the Company’s financial performance achievement percentage.achievement. 2016-20182017-2019 PSP Payout 39,92318,436 shares, including reinvested dividends   (valued at $1,836,049,$803,072, including a fractional share) PSP payout of 122.5% 72.5% was based solely on the Company’s performance achievement in relative Adjusted ROIC and relative TSR described in Section 4. The chart below compares Mr. Ribieras’s 2019 actual compensation paid against targeted compensation amounts. Target LTIis based on 22,638 target shares valued at $53.01 using the 20-day average stock price as of December 31, 2016. Actual LTIis based on 18,436 shares, which includes the original target shares plus reinvested dividends, multiplied by 72.5% performance achievement and valued at $43.56, IP’s closing share price on February 7, 2020. www.internationalpaper.com 69 Table of Contents Compensation Discussion & Analysis (“CD&A”) Catherine I. Slater Senior Vice President – Global Cellulose Fibers and IP Asia Cathy Slater joined the Company as a senior vice president from Weyerhaeuser Company in December 2016, effective with the completion of the acquisition of Weyerhaeuser’s cellulose fibers business, which she previously led. In June 2018, Ms. Slater was appointed as the Company’s Senior Vice President – Global Cellulose Fibers and IP Asia. She previously served as Senior Vice President – Consumer Packaging, with responsibility for the Company’s Coated Paperboard and Foodservice businesses. Her 24-year career with Weyerhaeuser included leadership roles in manufacturing, printing papers, consumer products, wood products and the cellulose fibers business. 2019 Realized Compensation Element of Compensation Compensation Amount Rationale 2019 Base Salary $620,000 (no base salary increase in 2019) No adjustment was made to Ms. Slater’s base salary because it was within our target market range. 2019 MIP Award $414,900 (80.6% combined Company and individual performance achievement) Ms. Slater’s MIP payment was awarded at 80.6% of target, modified downward (95%) for individual performance as a result of the performance of the Global Cellulose Fibers business. 2017-2019 PSP Payout 16,898 shares, including reinvested dividends (valued at $736,076 including a fractional share) PSP payout of 72.5% was based solely on the Company’s performance achievement in relative Adjusted ROIC and relative TSR described in Section 4. 20142016 Restricted Stock Award 11,6679,264 shares vested on December 31, 2018,1, 2019, representing 100%33% of his 2014her 2016 grant, including reinvested dividends   (valued at $464,460)$429,277) This RSA grant of 10,00024,631 shares was made on NovemberDecember 1, 2014,2016, for the purposes of recognitionrecruitment and retention purposes, and vested ratably over the shares vested onthree-year period ending December 31, 2018.1, 2019. Make-Whole Cash Payments for Forfeited Weyerhaeuser LTI Awards $1,226,354 For more information, see footnote (1) to Summary Compensation Table. The chart below compares Mr. Ribieras’s 2018Ms. Slater’s 2019 actual compensation paid against targeted compensation amounts. Target LTIis based on 29,21720,751 target shares valued at $37.08$53.01 using the 20-day average stock price as of December 31, 2015.2016. Actual LTIis based on 39,92316,898 shares, which includes the original target shares plus reinvested dividends, multiplied by 122.5%72.5% performance achievement and valued at $45.99,$43.56, IP’s closing share price on February 8, 2019.7, 2020. 7270 20192020 Proxy Statement Table of Contents Compensation Discussion & Analysis (“CD&A”) Sharon R. Ryan Senior Vice President, General Counsel and Corporate Secretary Sharon Ryan has over 31 years of service with the Company. Ms. Ryan was appointed to the position of Senior Vice President, General Counsel and Corporate Secretary in November 2011, following her service as Acting General Counsel and Corporate Secretary since May 2011 and Vice President since February 2011. Ms. Ryan previously served in a variety of legal roles, including as Chief Ethics and Compliance Officer (beginning in 2009), Associate General Counsel – Corporate Law, and General Counsel of various business divisions within the Company. 2019 Realized Compensation Element of Compensation Compensation Amount Rationale 2019 Base Salary $645,000 (incorporates 4.8% increase effective March 2019) Ms. Ryan’s base salary increase was made to more closely align her pay with current market levels. 2019 MIP Award $468,500 (84.8% Company performance achievement) Ms. Ryan’s MIP payment was awarded at 84.8% of target (reflecting 100% for individual performance) and thus was based solely on the Company’s performance achievement. 2017-2019 PSP Payout 26,884 shares, including reinvested dividends (valued at $1,171,067, including a fractional share) PSP payout of 72.5% was based solely on the Company’s performance achievement in relative Adjusted ROIC and relative TSR described in Section 4. The chart below compares Ms. Ryan’s 2019 actual compensation paid against targeted compensation amounts. Target LTIis based on 33,013 target shares valued at $53.01 using the 20-day average stock price as of December 31, 2016. Actual LTIis based on 26,884 shares, which includes the original target shares plus reinvested dividends, multiplied by 72.5% performance achievement and valued at $43.56, IP’s closing share price on February 7, 2020. www.internationalpaper.com 71 Table of Contents Compensation Discussion & Analysis (“CD&A”) Other Governance- and Compensation-Related Matters Insider Trading and Anti-Hedging/Anti-Pledging Policies The Company has adopted comprehensive and detailed policies that regulate trading in Company securities by our insiders, including the SLT and Board members. These policies include information regarding trading “blackout” periods and explain when transactions in Company securities are permitted. The policies also strictly prohibit our SLT and Board members (as well as our corporate controller)controller but no other employees) from holding Company securities in a margin account or pledging them as collateral for a loan and prohibit all Company officers (but no other employees) and Board members from engaging in any of the following short-term or speculative transactions involving Company securities: short sales; publicly traded options, such as puts, calls or other derivative instruments; and hedging and monetization transactions, such as zero-cost collars, forward-sale contracts, equity swaps and exchange funds. Officer Stock Ownership and Retention Requirements All of our officers are expected to own shares of our common stock with a minimum market value based on a multiple of base pay. This policy is intended to align our officers’ interests with those of our shareowners and encourage long-term shareowner value creation by requiring officers to have a significant equity stake in the Company. Our stock ownership requirements are based on position: Position       Current Ownership Requirement Chief Executive Officer 6x base pay Senior Vice President 3x base pay Vice President 1.5x base pay* * Increased from 1x, effective April 1, 2019. The following are counted toward meeting the ownership requirement: freely held shares (whether purchased on the open market or fully earned through Company plan or program); “beneficial” shares held indirectly by a trust or family member; and share equivalents held in the Salaried Savings Plan and Deferred Compensation Savings Plan. However, unvested restricted shares (e.g., PSP awards and RSAs) arenotcounted toward meeting the ownership requirement. Officers are required to retain 50 percent of their net shares paid under any Company long-term incentive plan or program, such as shares paid out under the PSP and vested RSA shares, until their ownership requirements are satisfied. SLT stock ownership is reviewed annually by the MDCC to assure compliance. As of our last annual evaluation, all SLT members were in compliance with our policy. Board Policy on Personal Use of Company Aircraft The Board encourages the CEO to use Company aircraft for business continuity and efficiency purposes, where appropriate. Use of the Company aircraft allows the CEO to be available at all times for business needs, whether on business or personal travel. Pursuant to Board resolutions and his Time Sharing Agreement, Mr. Sutton is authorized to use the Company aircraft for personal travel and is required to reimburse the Company for the incremental cost of personal use of the aircraft above $75,000. The value of such use is imputed income to him, and is not grossed up for taxes. Clawback or Forfeiture of Incentive Awards Both MIP and PSP awards are subject to a clawback provision contained in our plan documents. Under this clawback provision, if the Company’s financial statements are restated as a result of errors, omission, or fraud, the MDCC may, at its discretion, based on the facts and circumstances surrounding the restatement, require some or all participants to return all or a portion of their awards to the Company. In addition, boththe MDCC may, at its discretion, based on facts and circumstances, require all or a portion of MIP and PSP awards mayto be forfeited in the event a participant engages in conduct that is detrimental to the business interest or reputation of the Company.Company, including any violation of any non-competition and non-solicitation agreement to which any such participant is a party. Additionally, the MDCC may, at its discretion, based on facts and circumstances, require an SLT member who does not provide one-year’s notice of retirement mayto forfeit his or her MIP and PSP awards. www.internationalpaper.com72 73 2020 Proxy Statement Table of Contents Compensation Discussion & Analysis (“CD&A”) Non-Competition and Non-Solicitation Agreements The Company maintains Non-Competition and Non-Solicitation Agreements with leaders of the Company, including our SLT, to prohibit such leaders from engaging in certain competitive activities and to protect confidential information and trade secrets from unauthorized use or disclosure. Violation of these agreements may result in clawback or forfeiture of incentive compensation awards. Board Policy on (Non-CIC) Severance Agreements with Senior Officers A supplemental severance payment to the CEO must be approved by the independent directors of the Board. A supplemental severance payment to any other executive officerSLT member must be approved by the MDCC. Moreover, pursuant to a 2005 Board policy, in the absence of a change in control, the supplemental severance, plus severance under the Salaried Employee Severance Plan, may not exceed two times base salary plus target MIP for the year in which the termination occurs. Any severance amount greater than the amount described above must be approved in advance by our shareowners. Prohibition on RepricingRepricing; No Stock Option Grants We do not backdate or reprice equity grants. Our incentive compensation plan provides that stock options may not be repriced, directly or indirectly, without the prior consent of the Company’s shareowners. The Company discontinued granting stock options in 2005 and all outstanding stock options expired in 2015. Equity Grant Practices The Company does not have any program, plan or practice to time, and has not timed, equity grants to coordinate with the release of material non-public information. Annual equity grants (including pro rata grants for promotions and employees hired in the prior year) under the PSP are approved at the MDCC’s meeting in December. Having a predetermined annual grant date minimizes any concern that grant dates could be selectively chosen based upon market price at any given time. Service-based restricted stock awards are used from time to time, and may be granted anytime duringon the yearfirst day of any month by our Senior Vice President, Human Resources (as delegated by the Board), within parameters approved by the MDCC. An award to an SLT member requires approval by the MDCC (or by the Board for an award to the CEO). Having predetermined grant dates minimizes any concern that grant dates could be selectively chosen based upon market price at any given time. Deductibility of Executive Compensation Section 162(m) of the Internal Revenue Code limits the tax deductibility of compensation for certain executive officers that is more than $1 million. Prior to the enactment of the Tax Cuts and Jobs Act in December 2017, Section 162(m) provided an exemption from this deduction limitation for compensation that qualified as “performance-based compensation.” However, the exemption for performance-based compensation was repealed, effective for taxable years beginning after December 31, 2017, subject to transition relief for certain arrangements in place as of November 2, 2017. On August 21, 2018, In designing our executive compensation program and determining the Internal Revenue Service issued initial guidance on certain aspectscompensation of new Section 162(m), effective for any taxable year ending on or after September 10, 2018. The Internal Revenue Service also indicated that it anticipates issuing further guidance on newour executive officers, including our named executive officers, the MDCC considers a variety of factors, including the potential impact of the Section 162(m) in the form of proposed regulations and requested additional comments from the public. Given the absence of any proposed or final regulations at this time, the MDCC will continue to monitor developments in this regard.deduction limit. The MDCC continues to have the flexibility to payapprove non-deductible compensation, and has approved, and may in the future approve, the payment of compensation that is not deductible under Section 162(m) if it believes it is in the best interests of the Company. Accounting for Stock-Based Compensation The accounting treatment of stock-based compensation is not determinative of the type, timing, or amount of any particular grant made to our employees. www.internationalpaper.com 7473 2019 Proxy Statement Table of Contents Compensation Discussion & Analysis (“CD&A”) Additional Information About Our Executive Compensation The following tables in this Section provide detailed information regarding compensation for our NEOs. Summary Compensation Table The table below shows base salary, stock awards under our PSP and, if applicable, RSA program, cash awards under our MIP, the change in pension value, and all other compensation to our NEOs for the years ended December 31, 2019, 2018 2017, and 2016.2017. Name and Principal Position    Year    Salary ($)(1)    Bonus ($)(2)    Stock Awards ($)(3)    Non-Equity Incentive Plan Compensation ($)(4)    Change in Pension Value ($)(5)    All Other Compensation ($)(6)    Total ($) Mark S. Sutton 2018 1,433,333 — 9,821,775 3,364,700 7,078,438 212,891 21,911,137 CEO & Chairman of the Board 2017 1,325,000 — 8,717,030 2,099,900 7,120,740 179,069 19,441,739 (Principal Executive Officer) 2016 1,200,000 — 6,867,889 1,296,000 3,750,758 185,661 13,300,308 Timothy S. Nicholls 2018 730,000 — 2,537,923 1,100,200 759,616 66,463 5,194,202 Senior Vice President 2017 710,000 — 2,141,921 663,700 1,392,396 64,376 4,972,393 and Chief Financial Officer 2016 710,000 — 1,962,264 460,800 1,000,639 64,546 4,198,249 (Principal Financial Officer)(7) Glenn R. Landau 2018 451,348 — 2,030,364 577,500 — 798,384 3,857,596 Former Senior Vice President 2017 600,000 — 1,743,417 560,000 1,066,989 63,850 4,034,256 and Chief Financial Officer (Principal Financial Officer until June 20, 2018)(8) Catherine I. Slater 2018 610,000 1,341,537 1,116,719 745,800 245,274 23,095 4,082,425 Senior Vice President – Global Cellulose Fibers and IP Asia Sharon R. Ryan 2018 617,000 — 1,776,552 804,100 429,319 60,316 3,687,287 Senior Vice President, General 2017 602,000 — 1,743,417 499,800 1,622,355 51,219 4,518,791 Counsel & Corporate Secretary 2016 602,000 — 1,471,717 346,800 1,102,136 56,543 3,579,196 Jean-Michel Ribieras 2018 630,000 — 1,218,256 810,600 426,230 247,192 3,332,278 Senior Vice President – Industrial 2017 550,000 25,000 1,228,218 501,700 597,191 50,159 2,952,268 Packaging the Americas 2016 487,503 — 1,030,209 237,200 271,702 251,018 2,277,632 Name and Principal Position    Year    Salary ($)    Bonus ($)(1)    Stock Awards ($)(2)    Non-Equity Incentive Plan Compensation ($)(3)    Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4)    All Other Compensation ($)(5)    Total ($)   Total Excluding Change in Pension Value ($)(6) Mark S. Sutton 2019 1,450,000 — 9,875,494 1,844,400 2,256,347 498,406 15,924,647 13,668,300 CEO & Chairman of 2018 1,433,333 — 9,821,775 3,364,700 7,078,438 212,891 21,911,137 14,832,699 the Board (Principal 2017 1,325,000 — 8,717,030 2,099,900 7,120,740 179,069 19,441,739 12,320,999 Executive Officer) Timothy S. Nicholls 2019 750,000 — 2,379,663 667,800 890,087 179,054 4,866,604 3,976,517 Senior Vice President 2018 730,000 — 2,537,923 1,100,200 759,616 66,463 5,194,202 4,434,586 and Chief Financial Officer 2017 710,000 — 2,141,921 663,700 1,392,396 64,376 4,972,393 3,579,997 (Principal Financial Officer) Jean-Michel Ribieras 2019 700,000 — 1,956,624 508,800 465,649 1,025,500 4,656,573 4,190,924 Senior Vice President – 2018 630,000 — 1,218,256 810,600 426,230 247,192 3,332,278 2,906,048 Industrial Packaging 2017 550,000 25,000 1,228,218 501,700 597,191 50,159 2,952,268 2,355,077 the Americas Catherine I. Slater 2019 620,000 1,226,354 1,047,060 414,900 103,326 106,263 3,517,903 3,414,577 Senior Vice President – 2018 610,000 1,341,537 1,116,719 745,800 245,274 23,095 4,082,425 3,837,151 Global Cellulose Fibers and IP Asia Sharon R. Ryan 2019 645,000 — 1,665,764 468,500 1,162,580 163,229 4,105,073 2,942,493 Senior Vice President, 2018 617,000 — 1,776,552 804,100 429,319 60,316 3,687,287 3,257,968 General Counsel & 2017 602,000 — 1,743,417 499,800 1,622,355 51,219 4,518,791 2,896,436 Corporate Secretary (1) Mr. Landau’s salary includes $70,098Ribieras received this cash payment, known as a CEO Award, in February 2018 to reward his leadership during 2017 of cash paid in lieu of accrued but unpaid vacation upon his departure from the Company. (2) Global Cellulose Fibers integration. Ms. Slater received these cash payments in 2018 and 2019 to compensate her for the loss of portions of Weyerhaeuser equity grants that were (i) awarded in 2014, 2015 and 2016 under Weyerhaeuser’s long-term equity incentive plan, (ii) scheduled to vest in 2018 and 2019, respectively, and (iii) forfeited as a result of the Company’s acquisition of Weyerhaeuser’s pulp business, effective December 1, 2016. These “make-whole” payments are being provided to all employees of the acquired business who participated in Weyerhaeuser’s incentive compensation plans and forfeited a portion of their outstanding awards as a result of the acquisition and their resulting involuntary termination from Weyerhaeuser. The payments are based on the “intended value” at the time of grant, which means using the value of the awards at the time of grant and assuming target performance. The payments are being made according to the original vesting schedule of the employee’s award provided the employee is still employed by the Company on the date of the respective payment. Mr. Ribieras received this cash payment, known as a CEO Award, in February 2018 to reward his leadership during 2017 of the highly successful Global Cellulose Fibers integration. (3)(2) The amounts reported in this column reflect the aggregate grant date fair value of stock awards under our PSP and RSA programs granted to the NEO during each year, computed in accordance with FASB ASC Topic 718. A discussion of the assumptions used in calculating these values for the 20182019 fiscal year may be found in Note 2021 to our audited financial statements beginning on page 7883 of our 20182019 Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on February 20, 2019.19, 2020. The value shown for 20182019 includes the aggregate grant date fair value of each NEO’s 2019-2021 PSP award and, for Mr. Ribieras, the aggregate grant date fair value of a pro-rated 2018-2020 PSP award.award he received in January 2019 to reflect his promotion in 2018. The maximum value of the 2019-2021 PSP awards (and for Mr. Ribieras, the maximum value of his 2019-2021 PSP award and pro-rated 2018-2020 PSP awardsaward combined) based on achieving maximum Company performance is as follows: Mr. Sutton: $19,643,550;$19,750,988; Mr. Nicholls: $5,075,846;$4,759,326; Mr. Landau: $4,060,727;Ribieras: $3,913,249; Ms. Slater: $2,094,121; and Ms. Ryan: $3,553,105; Ms. Slater: $2,233,438; and Mr. Ribieras: $2,436,513. Mr. Landau forfeited the following number of share units due to his departure from the Company during 2018: 25,724.$3,331,528. (4)(3) Represents the amount earned under the MIP based on Company and individual performance during the year shown, which is paid in February of the following year. www.internationalpaper.com 75 Table of Contents Compensation Discussion & Analysis (“CD&A”) (5)(4) Amounts shown in this column represent the change in accruals under our Retirement Plan, Pension Restoration Plan, and SERP as shown in the “Pension Benefits in 2018”2019” table. Importantly, the change in pension value is not currently paid to an executive as compensation, but is a measurement of the change in value of the pension from the prior year. Changes in value arise from, among other things, additional benefit accruals for another year of service, changes in pensionable compensation, the decrease in the discount period and the impact of a change in the discount rate from the prior year’s measurement, and changes in mortality rate assumptions. The discount rate used is the same as the rate used 74 2020 Proxy Statement Table of Contents Compensation Discussion & Analysis (“CD&A”) by the Company for financial statement disclosure as of the end of the fiscal year. This rate, which increaseddecreased by 7090 basis points from the prior year, is based on economic conditions at year end. The assumed SERP lump sum interest rate also increaseddecreased from the prior year with the level of increasedecrease varying based on each SERP participant’s lock-in rate. The NEOs do not receive “preferential or above market” earnings on non-qualified deferred compensation. Accordingly, there is no amount included in this column for this type of earnings credit. The actual change in pension value for Mr. Landau was a decrease of $1,393,758. (6)(5) A breakdown of the “All Other Compensation” amounts for 20182019 is shown in the following table: Name       Company Matching Contribution ($)(a)       Group Life Insurance ($)(b)       ESIP ($)(c)       Corporate Aircraft ($)(d)       Company Matching Gift ($)(e)       Medical Coverage Transition Payment ($)(f)       Amount Related to Overseas Assignment ($)(g)       Severance Payments ($)(h)       Total ($)(i) M. S. Sutton 70,720 7,224 53,647 75,000 6,300 — — — 212,891 T. S. Nicholls 36,960 3,679 16,219 — 9,605 — — — 66,463 G. R. Landau 46,300 3,339 — — — — 1,322 747,423 798,384 C. I. Slater 15,120 2,306 — — 3,600 2,069 — — 23,095 S. R. Ryan 55,526 3,110 — — 1,680 — — — 60,316 JM Ribieras 57,442 3,175 — — 6,300 — 180,275 — 247,192       Name       Retirement Savings Account Contributions ($)(a)       Company Matching Contribution ($)(b)       Group Life Insurance ($)(c)       ESIP ($)(d)       Corporate Aircraft ($)(e)       Company Matching Gift ($)(f)       Amount Related to Overseas Assignment ($)(g)       Total ($)(h) M. S. Sutton 288,882 71,520 7,656 48,643 75,000 6,705 — 498,406 T. S. Nicholls 111,012 37,920 3,960 16,112 — 10,050 — 179,054 JM Ribieras 90,636 74,429 3,696 — — 8,806 847,933 1,025,500 C. I. Slater 81,948 15,360 2,455 — — 6,500 — 106,263 S. R. Ryan 86,946 71,477 3,406 — — 1,400 — 163,229 (a) As a result of the pension freeze for salaried employees on December 31, 2018, all NEOs became eligible to receive Retirement Savings Account contributions made by the Company to their accounts in the Salaried Savings Plan and Deferred Compensation Savings Plan, as shown in the “Non-Qualified Deferred Compensation Plan” table. The contribution amount is equal to a percentage of eligible compensation, based on the NEO’s age at the date the contribution is made. All NEOs received RSA contributions in the amount of 6% of their eligible compensation. (b) Represents the Company match to the NEO’s contribution to the Salaried Savings Plan, Retiree Medical Savings Program and Deferred Compensation Savings Plan, as shown in the “Non-Qualified Deferred Compensation Plan” table. (b)(c) Represents the Company’s annual premium payment for the NEO’s group life insurance benefit. (c)(d) Represents the amount paid by the Company for the NEO’s executive supplemental insurance program (“ESIP”). (d)(e) Represents the aggregate incremental cost to the Company of Mr. Sutton’s personal travel on Company aircraft. Pursuant to Board resolutions and his Time Sharing Agreement, Mr. Sutton is required to reimburse the Company for the incremental cost of personal use of the aircraft above $75,000. For 2018,2019, this reimbursable amount was $19,930.$10,039. We calculate the incremental cost of personal use of the Company aircraft based upon the per mile variable cost of operating the aircraft multiplied by the number of miles flown for personal travel by Mr. Sutton. The variable operating costs include fuel, maintenance, airway fees, user fees, communication, crew expenses, supplies and catering. We impute into Mr. Sutton’s income the value of personal use of the aircraft in accordance with IRS regulations, minus any amounts he reimbursed during the calendar year. Mr. Sutton receives no tax gross-up on this imputed income. (e)(f) Represents the Company’s 60-percent match of each NEO’s donationdonations to the United Way of America (60-percent match) and the International Paper Company Employee Relief Fund (100-percent match) as part of a Company-wide campaign. (f) Represents the amount paid by the Company to Ms. Slater to offset the increased cost of medical coverage at the Company compared with Weyerhaeuser. These payments were provided through the end of 2018 toall employees of the acquired business who moved from Weyerhaeuser medical coverage to Company medical coverage.campaigns. (g) Represents standard amounts paid under our Global Mobility Policy for expatriates. Messrs. Landau andMr. Ribieras participated in the program when they werehe was based in Brazil and Belgium, respectively.Belgium. Although theyhe moved to the U.S. prior to 2018,2019, certain benefits and payments related to those prior overseas assignments, primarily foreign tax equalization, were paid in 2018.2019. (h) Represents amounts paid to Mr. Landau for severance when he left the Company, which amounts are within the limits set forth in the Board’s 2005 Policy on Severance Agreements with Senior Officers. (i) Represents the sum of columns (a) through (h)(g). (7)(6) Mr. Nicholls was appointed Senior Vice PresidentIn order to show the effect that the year-over-year change in pension value had on total compensation, as determined under applicable SEC rules, we have included an additional column to show total compensation minus the change in pension value. The amounts reported in the Total Excluding Change in Pension Value column may differ substantially from the amounts reported in the Total column required under SEC rules and Chief Financial Officerare not a substitute for total compensation. Total Excluding Change in Pension Value represents total compensation, as determined under applicable SEC rules, minus the change in pension value reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column. The change in pension value is subject to many external variables, such as interest rates, that are not related to Company performance. Therefore, we believe this additional column is helping in evaluating compensation of our NEOs, including for comparative purposes between years, by excluding the impact of the Company, effective June 20, 2018. (8) Mr. Landau leftyear-over-year change in pension value which is not correlated with 2019 compensation determinations or our 2019 performance, and instead believe shareowners may find the Company effective July 31, 2018, and served asaccumulated pension benefits in the Company’s Principal Financial Officer through June 20, 2018.Pension Benefits in 2019 table later in this proxy statement a more useful calculation of the pension benefits provided to the Named Executive Officers. www.internationalpaper.com 7675 2019 Proxy Statement Table of Contents Compensation Discussion & Analysis (“CD&A”) Other Grants of Plan-Based Awards During 20182019 The table below shows payout ranges for our NEOs under the 20182019 MIP and 2018-20202019-2021 PSP, as described in our CD&A. There were no other plan-based cash or equity awards granted to our NEOs in 2018.2019. Estimated Possible Payouts Under Non-Equity Incentive Plan Awards Estimated Future Payouts Under Equity Incentive Plan Awards Grant Date Fair Value of Stock and Option Awards ($)(3) Estimated Possible Payouts Under Non-Equity Incentive Plan Awards Estimated Future Payouts Under Equity Incentive Plan Awards Grant Date Fair Value of Stock and Option Awards ($)(2) Name     Committee Action Date(1)     Grant Date     Threshold ($)     Target ($)     Maximum ($)     Threshold (#)     Target (#)(2)     Maximum (#)         Committee Action Date(1)     Grant Date     Threshold ($)     Target ($)     Maximum ($)     Threshold (#)     Target (#)     Maximum (#)     M. S. Sutton 163,125 2,175,000 4,350,000 163,125 2,175,000 4,350,000 12/11/2017 1/1/2018 19,310 154,479 308,958 9,821,775 12/10/2018 1/1/2019 28,775 230,198 460,396 9,875,494 T. S. Nicholls 52,125 695,000 1,390,000 56,250 750,000 1,500,000 12/11/2017 1/1/2018 4,990 39,917 79,834 2,537,923 12/10/2018 1/1/2019 6,934 55,470 110,940 2,379,663 G. R. Landau 27,998 373,300 746,600 JM Ribieras 45,000 600,000 1,200,000 12/10/2018 1/1/2019 4,715 37,720 75,440 1,618,188 12/11/2017 1/1/2018 3,992 31,934 63,868 2,030,364 1/1/2019 665 5,323 10,646 338,436 C.I. Slater 38,063 507,500 1,015,000 38,625 515,000 1,030,000 12/11/2017 1/1/2018 2,196 17,564 35,128 1,116,719 12/10/2018 1/1/2019 3,051 24,407 48,814 1,047,060 S. R. Ryan 37,125 495,000 990,000 41,438 552,500 1,105,000 12/11/2017 1/1/2018 3,493 27,942 55,884 1,776,552 12/10/2018 4,854 38,829 77,658 1,665,764 JM Ribieras 39,300 524,000 1,048,000 12/11/2017 1/1/2018 2,395 19,161 38,322 1,218,256 (1) The 2018-20202019-2021 PSP grant was approved by the MDCC for all NEOs (except Mr. Sutton, whose grant was approved by the full Board) at its December 20172018 meeting, effective the first day of the following calendar year. (2) Mr. Landau forfeited 25,724 share units due to his departure from the Company during 2018. (3) The amounts shown in this column reflect the grant date fair value of the PSP awards computed in accordance with FASB ASC Topic 718 based on the probable satisfaction of the performance conditions at January 1, 20182019 for such awards (i.e., 100 percent of target), as explained in further detail in the narrative following this table. Mr. Ribieras’s prorata PSP award is based on the probable satisfaction of the performance conditions at January 1, 2018. Narrative to the Grants of Plan-Based Awards Table Estimated Possible Payouts under Non-Equity Incentive Plan Awards These columns show the threshold, target and maximum payouts under the 20182019 MIP. The actual amount paid is shown in the Summary Compensation Table. The amount shown in the “Threshold” column was the amount that would have been paid under the 20182019 MIP if the Company had achieved only the minimum performance level required in one of the following performance metrics: absolute Revenue, absolute Cash Conversion, and absolute Adjusted EBITDA. SinceFor example, since absolute Revenue is weighted at 15 percent, a threshold payout at 15 percent would result in weighted performance achievement of 7.5 percent (or one-half of 15 percent). Minimum performance in at least one objective is required to fund an MIP award pool. The amount shown in the “Maximum” column was the possible payout for each NEO based on maximum Company performance achievement of 200 percent. Estimated Future Payouts under Equity Incentive Plan Awards These columns show the threshold, target and maximum payouts under the 2018-20202019-2021 PSP. The amount shown in the “Threshold” column is the number of shares each NEO would receive if the Company achieved only the minimum performance level required in one of the following performance metrics: absolute Adjusted ROIC and relative TSR. SinceFor example, since relative TSR is weighted at 50 percent, a threshold payout at 25 percent would result in weighted performance achievement of 12.5 percent (or one-half of 25 percent). The amount shown in the “Maximum” column is the possible number of shares each NEO would receive based on maximum Company performance of 200 percent. www.internationalpaper.com 77 Table of Contents Compensation Discussion & Analysis (“CD&A”) Grant Date Fair Value of Stock Awards The amounts shown in this column reflect the grant date fair value of the awards granted to each NEO under the 2018-20202019-2021 PSP computed in accordance with FASB ASC Topic 718 based on the probable satisfaction of the performance conditions 76 2020 Proxy Statement Table of Contents Compensation Discussion & Analysis (“CD&A”) at January 1, 20182019 for such awards (i.e., 100 percent of target). For the absolute Adjusted ROIC component of the awards, the grant date fair value is based on the closing price of our common stock on the trading day immediately preceding the grant date. Valuing Relative TSR is more complicated because the value must take into account the probable payout of the 2018-20202019-2021 PSP based on our expected future performance relative to the other companies in our TSR Peer Group. The market value of the TSR component is based on a Monte Carlo simulation as prescribed by FASB ASC Topic 718. The amount ultimately paid to PSP participants may or may not be the same amount as the value shown in the table due to two factors: (1) the ultimate number of shares paid to our PSP participants will vary based on the relative performance of the Company to the other companies in our TSR and ROIC Peer Groups;Group; and (2) the value of the PSP award received by each participant is based on the fair value of the Company’s stock as of the effective date of the payment. Outstanding Equity Awards at December 31, 20182019 The following table shows the outstanding equity awards held by our NEOs as of December 31, 2018.2019. Stock Awards Stock Awards Name       Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)       Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (1) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) M. S. Sutton 548,431 (2) 22,134,675       593,930 (2)       27,350,477 T. S. Nicholls 145,225 (3) 5,861,281 146,922 (3)  6,765,712 G. R. Landau 42,014 (4) 1,695,685 JM Ribieras 91,257 (4)  4,202,385 C. I. Slater 49,469 (5) 1,996,569 68,012 (5)  3,131,953 S. R. Ryan 109,633 (6) 4,424,788 108,037 (6)  4,975,104 JM Ribieras 76,789 (7) 3,099,204 (1) The market value is calculated based on the closing price of our common stock on December 31, 2018,2019, of $40.36.$46.05. (2) The amount shown includes the following units of restricted stock that remained subject to open PSP performance periods as of December 31, 2018:2019: (i) 188,782 units awarded under the 2016-2018 PSP, (ii) 165,064 units awarded under the 2017-2019 PSP, (iii)(ii) 154,479 units awarded under the 2018-2020 PSP, (iii) 230,198 units awarded under the 2019-2021 PSP, and (iv) 40,10644,189 reinvested dividends on those units. The units awarded under the 2017-2019 PSP ultimately vested at the 72.5% level based on performance over this period as described in this CD&A (but are reflected at the 100% level in the chart set forth above in light of the fact that such units had not vested as of December 31, 2019). In addition, the number of units reflected in the chart above for the units awarded under the 2018-2020 PSP and under the 2019-2021 PSP assume vesting at the 100% performance level. (3) The amount shown includes the following units of restricted stock that remained subject to open PSP performance periods as of December 31, 2018:2019: (i) 53,938 units awarded under the 2016-2018 PSP, (ii) 40,559 units awarded under the 2017-2019 PSP, (iii)(ii) 39,917 units awarded under the 2018-2020 PSP, (iii) 55,470 units awarded under the 2019-2021 PSP, and (iv) 10,81110,976 reinvested dividends on those units. The units awarded under the 2017-2019 PSP ultimately vested at the 72.5% level based on performance over this period as described in this CD&A (but are reflected at the 100% level in the chart set forth above in light of the fact that such units had not vested as of December 31, 2019). In addition, the number of units reflected in the chart above for the units awarded under the 2018-2020 PSP and under the 2019-2021 PSP assume vesting at the 100% performance level. (4) The amount shown includes the following units of restricted stock that remained subject to open PSP performance periods as of December 31, 2018:2019: (i) 16,522 units awarded under the 2016-2018 PSP, (ii) 18,33722,638 units awarded under the 2017-2019 PSP, (ii) 24,484 units awarded under the 2018-2020 PSP, (iii) 6,31737,720 units awarded under the 2019-2021 PSP, and (iv) 6,415 reinvested dividends on those units. The units awarded under the 2017-2019 PSP ultimately vested at the 72.5% level based on performance over this period as described in this CD&A (but are reflected at the 100% level in the chart set forth above in light of the fact that such units had not vested as of December 31, 2019). In addition, the number of units reflected in the chart above for the units awarded under the 2018-2020 PSP and (iv) 838 reinvested dividends on those units.under the 2019-2021 PSP assume vesting at the 100% performance level. (5) The amount shown includes the following units of restricted stock that remained subject to open PSP performance periods as of December 31, 2018:2019: (i) 20,751 units awarded under the 2017-2019 PSP, (ii) 17,564 units awarded under the 2018-2020 PSP, (iii) 2,20024,407 units awarded under the 2019-2021 PSP, and 5,290 reinvested dividends on those units. The units awarded under the 2017-2019 PSP ultimately vested at the 72.5% level based on performance over this period as described in this CD&A (but are reflected at the 100% level in the chart set forth above in light of the fact that such units had not vested as of December 31, 2019). In addition, the number of units reflected in the chart above for the units awarded under the 2018-2020 PSP and (iv) 8,954 shares (including reinvested dividends) related to a restricted stock award that vests on December 1, 2019.under the 2019-2021 PSP assume vesting at the 100% performance level. (6) The amount shown includes the following units of restricted stock that remained subject to open PSP performance periods as of December 31, 2018:2019: (i) 40,454 units awarded under the 2016-2018 PSP, (ii) 33,013 units awarded under the 2017-2019 PSP, (iii)(ii) 27,942 units awarded under the 2018-2020 PSP, (iii) 38,829 units awarded under the 2019-2021 PSP, and (iv) 8,2248,253 reinvested dividends on those units. (7) The amount shown includes the following units of restricted stock that remained subject to open PSP performance periods as of December 31, 2018: (i) 29,217 units awarded under the 2016-2018 PSP, (ii) 22,638 units awarded under the 2017-2019 PSP (iii) 19,161ultimately vested at the 72.5% level based on performance over this period as described in this CD&A (but are reflected at the 100% level in the chart set forth above in light of the fact that such units had not vested as of December 31, 2019). In addition, the number of units reflected in the chart above for the units awarded under the 2018-2020 PSP and (iv) 5,773 reinvested dividends on those units.under the 2019-2021 PSP assume vesting at the 100% performance level. www.internationalpaper.com 7877 2019 Proxy Statement Table of Contents Compensation Discussion & Analysis (“CD&A”) Stock Vested in 20182019 The following table shows the value received upon the vesting in 20182019 of shares previously awarded under our PSP and restricted stock programs as described in our CD&A. Stock Awards Stock Awards Name       Number of Shares Acquired on Vesting (#)(1)       Value Realized on Vesting ($)(2) Number of Shares Acquired on Vesting (#)(1) Value Realized on Vesting ($)(2) M. S. Sutton 104,458 5,974,998       258,261       11,877,444 T. S. Nicholls 49,846 2,944,593 73,789 3,393,574 G. R. Landau 9,700 554,840 JM Ribieras 39,923 1,836,037 C. I. Slater 8,754 404,335 9,264 429,277 S. R. Ryan 22,385 1,280,422 55,343 2,545,212 JM Ribieras 27,336 2,171,651 (1) Amounts shown represent shares (including shares acquired in respect of reinvested dividends) under the PSP awards that vested on February 12, 2018. Mr. Nicholls’s, Mr. Ribieras’s and11, 2019. Ms. Slater’s amounts include 23,030, 11,667 and 8,754amount represents 9,264 shares respectively, relating to a restricted stock awardsaward that vested on August 1, 2018, December 31, 2018 and December 1, 2018, respectively.2019. (2) Amounts shown represent the value of the vested shares based on our closing stock price on the date immediately preceding the vesting date of the award: $57.20$45.99 for each PSP share; and $53.73 for Mr. Nicholls’s restricted stock award, $39.81 for Mr. Ribieras’s restricted stock award and $46.19$46.34 for Ms. Slater’s restricted stock award. www.internationalpaper.com 79 Table of Contents Compensation Discussion & Analysis (“CD&A”) Pension Benefits in 20182019 The following table shows the present value of benefits payable to our NEOs under our Retirement Plan, Pension Restoration Plan, or SERP at December 31, 20172018 and December 31, 2018.2019. The change in the present value of the accrued benefit is shown in the “Change in Pension Value”Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table for 2018.2019. All of our NEOs are eligible for a benefit calculated under the Retirement Plan. The NEOs are also eligible for a benefit that is calculated under the Pension Restoration Plan formula. Mr. Sutton, Mr. Nicholls and Ms. Ryan are also eligible for a benefit calculated under the SERP formula. We amended the SERP to comply with IRC Section 409A, effective January 1, 2008. As amended, the portion of the benefit that is earned prior to SERP eligibility is paid under the Pension Restoration Plan, and the portion earned following SERP eligibility is paid from the SERP. Mr. Landau,Ribieras and Ms. Slater and Mr. Ribieras are not eligible for a SERP benefit as they did not meet the eligibility requirements prior to the date the SERP was closed to new participants, on January 1, 2012. Name     Plan Name       Number of Years of Credited Service in 2018 (#)       12/31/2017 Present Value of Accumulated Benefit ($)(1)       12/31/2018 Present Value of Accumulated Benefit ($)(2) Plan Name Number of Years of Credited Service in 2019 (#) 12/31/2018 Present Value of Accumulated Benefit ($)(1) 12/31/2019 Present Value of Accumulated Benefit ($)(2) M. S. Sutton Retirement Plan 34.58 1,788,518 1,740,899     Retirement Plan       34.58       1,740,899       2,046,023 Pension Restoration Plan 34.58 1,123,079 1,045,245 Pension Restoration Plan 34.58 1,045,245 1,228,443 SERP 34.58 19,337,469 26,541,360 SERP 34.58 26,541,360 28,309,385 Total 22,249,066 29,327,504 Total 29,327,504 31,583,851 T. S. Nicholls Retirement Plan 27.25 1,371,550 1,345,969 Retirement Plan 27.25 1,345,969 1,581,875 Pension Restoration Plan 27.25 722,698 672,612 Pension Restoration Plan 27.25 672,612 790,500 SERP 27.25 7,215,469 8,050,752 SERP 27.25 8,050,752 8,587,045 Total 9,309,717 10,069,333 Total 10,069,333 10,959,420 G. R. Landau Retirement Plan 27.08 1,114,102 785,113 JM Ribieras Retirement Plan 13.83 646,491 765,992 Pension Restoration Plan 27.08 2,203,483 1,138,714 Pension Restoration Plan 13.83 1,872,625 2,218,773 SERP — — — SERP — — — Total 3,317,585 1,923,827 Total 2,519,116 2,984,765 C. I. Slater Retirement Plan 2.08 56,979 101,238 C.I. Slater Retirement Plan 2.08 101,238 121,554 Pension Restoration Plan 2.08 212,639 413,654 Pension Restoration Plan 2.08 413,654 496,664 SERP — — — SERP — — — Total 269,618 514,892 Total 514,892 618,218 S. R. Ryan Retirement Plan 30.50 1,770,511 1,752,447 Retirement Plan 30.50 1,752,447 2,028,201 Pension Restoration Plan 30.50 832,412 784,610 Pension Restoration Plan 30.50 784,610 908,071 SERP 30.50 6,072,212 6,567,397 SERP 30.50 6,567,397 7,330,762 Total 8,675,135 9,104,454 Total 9,104,454 10,267,034 JM Ribieras Retirement Plan 13.83 638,393 646,491 Pension Restoration Plan 13.83 1,454,493 1,872,625 SERP — — — Total 2,092,886 2,519,116 (1) The calculation of the present value of accumulated benefits as of December 31, 2017,2018, assumes a discount rate of 3.604.30 percent for annuity payments and deferral periods and 1.10periods. Lump sum payment calculations are based on the lower of the December 2018 municipal bond rate of 2.59 percent, for lump sum payments.or the locked-in rate elected by the NEO, if applicable. The calculation further assumes benefit commencement at the earliest age at which the NEO would be entitled to an unreduced benefit (the earlier of age 61 and completion of 20 years of service or age 62 and completion of 10 years of service). For individuals who are already eligible for an unreduced benefit, we use their age as of the end of the fiscal year. 78 2020 Proxy Statement Table of Contents Compensation Discussion & Analysis (“CD&A”) (2) The calculation of the present value of accumulated benefits as of December 31, 2018,2019, assumes a discount rate of 4.303.40 percent for annuity payments and deferral periods. Lump sum payment calculations are based on the lower of the December 20182019 municipal bond rate of 2.591.59 percent, or the locked-in rate elected by the NEO, if applicable. The assumptions regarding the benefit commencement date are the same as described in footnote (1). 80 2019 Proxy Statement Table of Contents Compensation Discussion & Analysis (“CD&A”) Narrative to Pension Benefits Table Retirement Plan of International Paper Company Our Retirement Plan is a funded, tax-qualified plan that covers all U.S. salaried employees hired prior to July 1, 2004. U.S. employees hired on or after July 1, 2004, are eligible for a Company-paid Retirement Savings Account contribution to our Salaried Savings Plan and Deferred Compensation Savings Plan in lieu of participation in the Retirement Plan. All of our NEOs, except Ms. Slater, were hired prior to July 1, 2004, and thus are eligible to participate in the Retirement Plan. Ms. Slater is eligible to participate in the Retirement Plan because she was hired by Weyerhaeuser on or before December 1, 2011, and was participating in Weyerhaeuser’s salaried pension plan on December 1, 2016, the date of the Company’s acquisition of Weyerhaeuser’s pulp business. All similarly situated employees of the acquired business were allowed to participate and begin accruing a benefit under the Retirement Plan as of December 1, 2016. We calculate the benefit under the Retirement Plan at the rate of 1.67% of the participant’s average pensionable earnings received over the highest five consecutive calendar years of the last 10 calendar years, multiplied by his or her years of service, then reduced by a portion of Social Security benefits. We include as pensionable earnings the participant’s base salary plus MIP awards that were not deferred, up to the maximum limit set by the IRS. International Paper Company Pension Restoration Plan for Salaried Employees Our supplemental retirement plan for our salaried employees is an unfunded, non-qualified plan that covers all U.S. salaried employees hired prior to July 1, 2004. This plan augments our Retirement Plan by providing retirement benefits based on compensation that is greater than the limits set by the IRS. We include as eligible compensation under this plan the participant’s base salary plus MIP awards, including amounts deferred. All of our NEOs, except Ms. Slater, were hired prior to July 1, 2004, and thus are eligible to participate in the Pension Restoration Plan. Ms. Slater is eligible to participate in the Pension Restoration Plan because she was hired by Weyerhaeuser on or before December 1, 2011, and participating in Weyerhaeuser’s salaried pension plan on December 1, 2016, the date of the Company’s acquisition of Weyerhaeuser’s pulp business. All similarly situated employees of the acquired business were allowed to participate and begin accruing a benefit under the Pension Restoration Plan as of December 1, 2016. We calculate the benefit under the Pension Restoration Plan in the same manner as the Retirement Plan and then reduce the benefit by the amount payable under the Retirement Plan. The International Paper Company Unfunded Supplemental Retirement Plan for Senior Managers Our SERP is an alternative retirement plan available to certain senior executives, including the NEOs (other than Mr. Landau,Ribieras and Ms. Slater and Mr. Ribieras)Slater). The SERP was closed to new participants effective January 1, 2012. SERP benefits vest once the participant reaches age 55 and has completed five years of service. The normal form of payment is a lump sum. We calculate benefits under the SERP at the same rate as our Retirement Plan and Pension Restoration Plan. Participants are eligible to receive a lump sum payment of the benefit earned for service after becoming eligible in the SERP; the benefit earned prior to SERP eligibility remains payable as an annuity. Benefits are payable under the SERP on the later of the participant’s retirement date or the date six months following separation from service. We define “retirement date” as the date the participant reaches the earlier of age 55 with 10 years of service or age 65 with five years of service. A participant who has announced retirement at least 12 months in advance has the right to lock in a discount rate used to determine the amount of the lump sum payment based on the average for the month in which they choose to lock in. All NEOs who are eligible for a SERP benefit have locked in the discount rate under this provision. www.internationalpaper.com 79 Table of Contents Compensation Discussion & Analysis (“CD&A”) Policies with Regard to Granting Additional Years of Service Our change-in-control agreements described elsewhere in this proxy statement provide additional years of age and service to be added to the calculation of retirement benefits in the event of a qualifying termination of each NEO’s employment following a change-in-control. The change-in-control agreements for Mr. Sutton, Mr. Nicholls and Ms. Ryan provide three additional years of age and service. The change-in-control agreements for Mr. Ribieras and Ms. Slater and Mr. Ribieras provide two additional years of age and service. www.internationalpaper.com 81 Table of Contents Compensation Discussion & Analysis (“CD&A”) Eligibility for Early Retirement Benefits Normal retirement under our Retirement Plan and Pension Restoration Plan is age 65. Participants, including the NEOs, are eligible for early retirement under the Retirement Plan, the Pension Restoration Plan and the SERP at age 55 with 10 years of service. However, a participant’s accrued benefit is reduced by 4% for each year that the participant retires before reaching age 62. Eligible active employees may receive an unreduced benefit once they reach age 61 and have completed at least 20 years of service. All NEOs are eligible for early retirement; their benefit would be reduced based on age and years of service. Pension Change In February 2014, the MDCC approved changes to the Retirement Plan, the Pension Restoration Plan and the SERP such that credited service and compensation were capped effective December 31, 2018, for salaried employees, including the NEOs. For service after this date, employees affected by the freeze will receive Retirement Savings Account contributions.contributions, as described in greater detail below. Non-Qualified Deferred Compensation in 20182019 The following table shows contributions in 20182019 by the Company and each of our NEOs to the DCSP, which is our non-qualified deferred compensation plan, and each NEO’s DCSP account balance as of December 31, 2018. The account balance includes amounts deferred by the NEO in December 2018, which were actually credited to his or her account in January 2019. Name       Executive Contributions in Last Fiscal Year ($)(1)       Registrant Contributions in Last Fiscal Year ($)(2)       Aggregate Earnings in Last Fiscal Year ($)(3)       Aggregate Withdrawals/ Distributions in Last Fiscal Year ($)       Aggregate Balance at Last Fiscal Year End ($)(4) Executive Contributions in Last Fiscal Year ($)(1) Registrant Contributions in Last Fiscal Year ($)(2) Aggregate Earnings in Last Fiscal Year ($)(3) Aggregate Withdrawals/ Distributions in Last Fiscal Year ($) Aggregate Balance at Last Fiscal Year End ($)(4) M. S. Sutton 96,667 58,000 (60,634 ) — 2,329,024       96,667       330,082       358,479       —       3,114,252 T. S. Nicholls 55,050 29,360 (126,708 ) — 1,158,688 62,500 124,212 176,656 — 1,522,056 G. R. Landau 69,625 33,420 (95,211 ) — 1,101,123 JM Ribieras 110,754 132,905 141,922 — 1,462,170 C. I. Slater — — — — — — 65,148 5,855 — 71,003 S. R. Ryan 67,344 40,406 (421,590 ) — 1,323,405 93,528 126,263 269,112 — 1,812,307 JM Ribieras 79,353 42,322 (36,733 ) — 1,076,590 (1) These amounts are included in the “Salary” column of the Summary Compensation Table for 20182019 for each NEO. (2) These amounts are included in the “All Other Compensation” column of the Summary Compensation Table for 20182019 for each NEO. As a result of the pension freeze for salaried employees on December 31, 2018, all NEOs became eligible to receive Retirement Savings Account contributions made by the Company, which are included here along with Company match contributions. (3) These amounts are not included in the Summary Compensation Table because they are not “preferential or above-market earnings.” (4) Of the amounts shown in this column, the following amounts were included in the “Salary” column of the Summary Compensation Table for prior years as follows: Mr. Sutton: $441,203$537,870 was included for the periods of 2011 and 2013-2017;2013-2018; Mr. Nicholls: $432,370$487,420 was included for the period 2010-2017; Mr. Landau: $59,820 was included for the period of 2017;2010-2018; Ms. Ryan: $172,280$239,624 was included for the periods of 2012 and 2016-2017;2016 - 2018; Mr. Ribieras: $32,516$111,869 was included for the periodperiods of 2014.2014 and 2018. Narrative to Non-Qualified Deferred Compensation Table The DCSP allows participants to save for retirement by deferring up to 85% of eligible cash compensation, which includes base salary and MIP awards. Participants may contribute to the DCSP after deferring either the maximum pre-tax amount or total pre-tax and after-tax amount to the 401(k) plan or after reaching the IRS compensation limit for that year. The Company credits matching contributions equal to 70% of the participant’s contributions up to 4% of compensation, plus 50% of contributions up to an additional 4% of compensation. Beginning in 2019, the Company credits Retirement Savings Account Contributions to each NEO’s account. These contributions are equal to a percentage of eligible compensation, based on the NEO’s age at the date the contribution is made. All NEOs received RSA contributions in an amount equal to 6% of their eligible compensation. 80 2020 Proxy Statement Table of Contents  Compensation Discussion & Analysis (“CD&A”) For 2018,2019, NEO contribution amounts were as follows: Mr. Sutton contributed 8% of base salary, Mr. Nicholls contributed 9%10% of his base salary, Mr. LandauRibieras contributed 10%9% of all eligible cash compensation, Ms. Slater contributed 0% of all eligible cash compensation, and Ms. Ryan contributed 8% of all eligible cash compensation, and Mr. Ribieras contributed 9% of all eligible cash compensation. As a result of the varying contribution amounts, the actual amounts deferred and the Company’s resulting matching contribution will vary for each NEO. Participant contributions are credited with earnings (or losses) based on the participant’s choice of investment fund equivalents. Investment fund equivalents match the investment returns of the funds available in the 401(k) plan. Investment elections may be changed daily subject to securities laws restrictions. Differences in earnings reported in the “Non-Qualified Deferred Compensation” table above, are based on the individual participant’s investment elections. 82 2019 Proxy Statement Table of Contents Compensation Discussion & Analysis (“CD&A”) Participants are fully vested in their contributions at all times. Amounts contributed by the Company become vested upon completing three years of service, reaching age 65, death, disability, termination of employment as a result of the permanent closing of the participant’s facility, or eligibility for severance under the Salaried Employee Severance Plan. Participant accounts are divided into contribution accounts for amounts deferred prior to January 1, 2005, and contribution accounts for amounts deferred after January 1, 2005. Distributions of amounts contributed on or after January 1, 2005, may only be made in the event of termination of employment, death, disability or through an in-service distribution at a date elected during the initial enrollment period. Participants must elect their distribution form of payment in an initial deferral election, which may only be changed under a subsequent distribution election that meets the requirements under IRC Section 409A. In the event no election has been made, the participant will receive a lump-sum form of payment. In-service withdrawals are limited to unforeseeable emergencies. Post-Employment Termination Benefits Potential Payments Upon Death or Disability The Company provides to our NEOs the following benefits in the event of death or disability, which are also available to all of our U.S. salaried employees. Upon reaching age 65, the disabled individual is covered under our retirement programs, if eligible, as described above. We provide the following disability benefits: ● Long-term disability income benefit equal to 60 percent of base salary plus the employee’s average MIP during the last three calendar years; and ● Continuation of medical and life insurance coverage. The Company provides the same benefits to the beneficiary of an SLT member (including a NEO) upon death as are available to our U.S. salaried employees, with two additional benefits: ● Executive supplemental life insurance, which is described earlier in this section 7 of this proxy statement. This benefit was closed to new participants effective January 1, 2008, and thus eightten SLT members (including three active NEOs)NEOs ) do not have this benefit; and ● If the SLT member is eligible for the SERP and has completed five years of vesting service at the time of death, an amount equal to 50% of the SLT member’s SERP benefit is payable to a surviving spouse. In the event of disability or death, PSP awards are prorated based upon the number of months the participant worked during the performance period, and are paid at the end of the three-year performance period based on actual Company performance. Service-based restricted stock awards also become vested upon death or disability. www.internationalpaper.com 81 Table of Contents Compensation Discussion & Analysis (“CD&A”) Potential Payments Upon Retirement The following table presents the potential payments to our NEOs, assuming that they retired at the end of 2018.2019. Name       Retirement Plan Annuity ($)       Pension Restoration Plan Annuity ($)       TOTAL Annuity ($)(1)       Lump Sum Pension Payment ($)(2)       Vesting of Equity ($)(3)       Retirement Plan Annuity ($)       Pension Restoration Plan Annuity ($)       TOTAL Annuity ($)(1)       Lump Sum Pension Payment ($)(2)       Vesting of Equity ($)(3) M. S. Sutton 115,604 69,409 185,013 27,894,225 5,615,045 121,266 72,809 194,075 28,464,430 8,174,289 T. S. Nicholls 89,379 44,665 134,044 8,461,115 1,407,111 93,757 46,852 140,609 8,634,074 2,059,540 JM Ribieras 44,728 129,559 174,287 — 1,305,333 C. I. Slater 6,247 25,525 31,772 — 680,026 6,583 26,898 33,481 — 906,218 S. R. Ryan 111,668 49,996 161,664 6,522,358 1,081,809 116,577 52,194 168,771 7,080,046 1,441,641 JM Ribieras 42,546 123,239 165,785 — 741,817 (1) Amounts shown in this column are the annual annuity benefits payable from the tax-qualified Retirement Plan and from the Pension Restoration Plan as of December 31, 2018.2019. (2) Lump sum payment calculations are based on the lower of the December 20182019 municipal bond rate of 2.591.59 percent, or the locked-in rate elected by the NEO, if applicable. Additional information regarding the calculation of benefits may be found following the “Pension Benefits” table. (3) Amounts shown in this column reflect the dollar value, based on the closing price of our common stock on December 31, 2018,2019, of the prorated portions of the 2017-20192018-2020 PSP and 2018-20202019-2021 PSP, including reinvested dividends, that would be paid at the end of the performance period. In addition, the NEO would receive the 2016-20182017-2019 PSP award, which has a performance period ending on December 31, 2018,2019, which is not shown here because it would have already vested.here. www.internationalpaper.com 83 Table of Contents Compensation Discussion & Analysis (“CD&A”) Potential Payments Upon Involuntary Termination Without Cause The following table represents all amounts that would be payable to our NEOs in the event of involuntary termination without cause, including earned pension amounts not payable as a result of the termination, assuming that the termination occurred at the end of 2018.2019. Name     Years of Credited Service (#)     Lump Sum Severance Payment ($)(1)     Lump Sum Pension Payment ($)(2)     TOTAL Benefit at Termination ($)(3)     Vesting of Equity ($)(4)     Value of Continued Benefits ($)(5)     TOTAL Pension Annuity ($)(6)       Years of Credited Service (#)       Lump Sum Severance Payment ($)(1)       Lump Sum Pension Payment ($)(2)       TOTAL Benefit at Termination ($)(3)       Vesting of Equity ($)(4)       Value of Continued Benefits ($)(5)       TOTAL Pension Annuity ($)(6) M. S. Sutton 35 5,662,393 27,894,225 33,556,618 5,615,045 151,480 185,013 36 4,197,863 28,464,430 32,662,293 8,174,289 151,504 194,075 T. S. Nicholls 28 2,057,892 8,461,115 10,519,007 1,407,111 81,480 134,044 29 1,654,339 8,634,074 10,288,413 2,059,540 81,504 140,609 JM Ribieras 27 1,375,723 — 1,375,723 1,305,333 76,504 174,287 C. I. Slater 27 1,513,646 — 1,513,646 680,026 68,480 31,772 28 1,206,592 — 1,206,592 906,218 68,504 33,481 S. R. Ryan 31 1,691,177 6,522,358 8,213,535 1,081,809 68,480 161,664 32 1,423,500 7,080,046 8,503,546 1,441,641 71,504 168,771 JM Ribieras 26 1,650,600 — 1,650,600 741,817 76,480 165,785 (1) The amounts shown in this column reflect estimated amounts under the Salaried Employee Severance Plan formula of two weeks’ salary for each year or partial year of service. Amounts shown also include the following benefits to which the NEO would be entitled: (i) unused current year vacation pay; (ii) 20192020 earned vacation pay; and (iii) MIP award for 2018.2019. We do not gross-up standard severance benefits. (2) Amounts shown in this column are the lump sum benefit payable under the SERP. The methodology used to calculate the lump sum benefit can be found in footnote 2 to the “Potential Payments Upon Retirement” table above. (3) Amounts shown in this column reflect the sum of the amounts in the previous two columns payable to the NEO upon termination. (4) Amounts shown in this column reflect the dollar value, based on the closing price of our common stock on December 31, 2018,2019, of the prorated portions of the 2017-20192018-2020 PSP and 2018-20202019-2021 PSP, including reinvested dividends, that would be paid at the end of the performance period. In addition, the NEO would receive the 2016-20182017-2019 PSP award, which has a performance period ending on December 31, 2018,2019, which is not shown here because it would have already vested.here. (5) Amounts shown in this column reflect the cost of (i) six months of continued dental and Employee Assistance Program coverage and (ii) executive outplacement services. Since all NEOs are eligible for early retirement, the amounts also include a $3,000 Health Reimbursement Account contribution made by the Company on behalf of the employee and if applicable, an additional $3,000 for the spouse of the employee. (6) Amounts shown in this column are the annual annuity benefits payable from the Retirement Plan and the Pension Restoration Plan as of December 31, 2018.2019. All NEOs are eligible for Early Retirement as of December 31, 2018.2019. 82 2020 Proxy Statement Table of Contents Compensation Discussion & Analysis (“CD&A”) Potential Payments Upon Involuntary Termination With Cause An executive officer who is terminated with cause would not be eligible for the severance benefits included in the previous table, other than vacation pay. Further, the executive officer would lose outstanding equity awards under the PSP or other restricted stock grants, and not be eligible for payment of an MIP award. Name     Years of Credited Service (#)     Unused/Earned Vacation Pay ($)(1)     Lump Sum Pension Payment ($)(2)     TOTAL Benefit at Termination ($)(3)     Pension Annuity ($)(4)       Years of Credited Service (#)       Unused/Earned Vacation Pay ($)(1)       Lump Sum Pension Payment ($)(2)       TOTAL Benefit at Termination ($)(3)       Pension Annuity ($)(4) M. S. Sutton 35 345,770 27,894,225 28,239,995 185,013 36 334,616 28,464,430 28,799,046 194,075 T. S. Nicholls 28 150,000 8,461,115 8,611,115 134,044 29 144,230 8,634,074 8,778,304 140,609 JM Ribieras 27 134,616 — 134,616 174,287 C. I. Slater 27 124,000 — 124,000 31,772 28 119,230 — 119,230 33,481 S. R. Ryan 31 147,846 6,522,358 6,670,204 161,664 32 150,000 7,080,046 7,230,046 168,771 JM Ribieras 26 140,000 — 140,000 165,785 (1) The amounts shown in this column represent unused 20182019 vacation pay and 20192020 earned vacation pay. (2) The amounts shown in this column represent the lump sum benefit payable under the SERP. (3) Amounts shown in this column represent the sum of columns (1) and (2) payable to the NEO upon termination. (4) Amounts shown in this column are the annual annuity benefits payable from the Retirement Plan and the Pension Restoration Plan as of December 31, 2018.2019. All NEOs were eligible for Early Retirement as of December 31, 2018.2019. 84 2019 Proxy Statement Table of Contents Compensation Discussion & Analysis (“CD&A”) Potential Payments Upon Qualifying Termination After Change in Control The following table represents amounts that would be payable to our NEOs upon termination of employment without cause (including by the NEO for “good reason”) within two years following a change in control of the Company on December 31, 2018.2019. Name     Lump Sum Severance Payment ($)(1)     Lump Sum Pension Payment ($)(2)     Value of Continued Benefits ($)(3)     TOTAL Cash-Based Award ($)     Accelerated Vesting of Equity ($)(4)     TOTAL Pre-Tax Benefit ($)(5)     Pension Annuity ($)(6)       Lump Sum Severance Payment ($)(1)       Lump Sum Pension Payment ($)(2)       Value of Continued Benefits ($)(3)       TOTAL Cash-Based Award ($)       Accelerated Vesting of Equity ($)(4)       TOTAL Pre-Tax Benefit ($)(5)       Pension Annuity ($)(6) M. S. Sutton 10,875,000 35,799,280 29,517 46,703,797 13,625,754 60,329,551 185,013 10,875,000 37,254,482 31,538 48,161,020 18,812,383 66,973,403 194,075 T. S. Nicholls 4,335,000 11,607,692 29,517 15,972,210 3,430,144 19,402,354 134,044 4,500,000 12,109,331 31,538 16,640,869 4,667,791 21,308,660 140,609 JM Ribieras 1,877,271 3,768,018 21,025 5,666,314 2,786,266 8,452,580 44,728 C. I. Slater 2,255,000 1,243,962 19,678 3,518,640 2,618,401 6,137,041 6,247 2,270,000 1,460,030 21,025 3,751,055 3,175,688 6,926,743 6,583 S. R. Ryan 3,311,930 8,523,445 29,517 11,864,893 2,601,411 14,466,305 161,664 3,592,500 8,723,606 31,538 12,347,643 3,267,459 15,615,103 168,771 JM Ribieras 2,448,000 3,231,761 19,678 5,699,440 1,783,880 7,483,319 42,546 (1) Amounts shown in this column reflect a change in control severance payment of multiple of the sum of (i) base salary and (ii) target MIP for 2019,2020, which would be paid in the event of termination of employment without cause, including voluntary termination for limited situations that meet the definition of “good reason,” as described below. For Mr. Sutton, Mr. Nicholls and Ms. Ryan, the severance payment is three times the sum of the amounts described above. For Mr. Ribieras and Ms. Ryan,Slater, the severance payment is two times the sum of the amounts described above. For Mr. Ribieras, this amount has been reduced to reflect application of the “best net” approach described following this table. For Ms. Slater and Mr. Ribieras, the severance payment is two times the sum of the amounts described above. (2) For Mr. Sutton, Mr. Nicholls and Ms. Ryan, the amount shown represents the SERP benefit with an additional three years of age and service. For Mr. Ribieras and Ms. Slater, and Mr. Ribieras, the amount shown represents the Pension Restoration Plan formula with an additional two years of age and service. (3) Amounts shown in this column reflect the cost of continued medical and dental benefits for three years following termination of employment (two years for Mr. Ribieras and Ms. Slater and Mr. Ribieras)Slater). (4) Amounts shown in this column reflect the dollar value, based on the closing price of our common stock on December 31, 2018,2019, of the vesting of (i) outstanding 2017-20192018-2020 PSP awards, including reinvested dividends, based on actual Company performance through December 31, 2017,2018, (ii) outstanding 2018-20202019-2021 PSP awards including reinvested dividends, based on target performance, and (iii) outstanding service-based restricted stock awards, if any. In addition, the NEO would receive the 2016-20182017-2019 PSP award, which has a performance period ending on December 31, 2018,2019, but is not included in the amount shown because it would have already vested.here. (5) Amounts shown in this column represent the total of the cash amounts payable as well as the value of accelerated vesting of equity. (6) For Mr. Sutton, Mr. Nicholls and Ms. Ryan, the amount shown represents the annual benefits payable from the Retirement Plan and the Pension Restoration Plan as of December 31, 2018.2019. For Mr. Ribieras and Ms. Slater, and Mr. Ribieras, the amount shown represents the annual benefit payable from the Retirement Plan as of December 31, 2018.2019. www.internationalpaper.com 83 Table of Contents Compensation Discussion & Analysis (“CD&A”) Narrative to Potential Payments Upon Qualifying Termination After Change in Control Table The Company has entered into change-in-control agreements with certain executives that provide severance and other benefits in the event of a change in control of the Company. Our Board believes that maintaining change-in-controlchange-incontrol agreements is a sound business practice that protects shareowner value prior to, during and after a change in control, and allows us to recruit and retain top executive talent. Our program is available only to the SLT, except for those vice presidents grandfathered in the program as of February 2008. We believe this program aligns executive and shareowner interests by enabling leaders of the Company to focus on the interests of shareowners and other constituents when considering a potential change in control, without undue concern for their own financial and employment security. As part of its ongoing oversight of this program, the Board modified it in 2010 to eliminate the excise tax gross-up provision, replacing it with a “best net” calculation. Under this “best net” approach, the Company will, prior to making any payments, perform a calculation comparing: ● the net benefit after payment of excise tax by the executive that would be applied, and ● the net benefit if the payment had been limited to the extent necessary to avoid the imposition of an excise tax. This comparison will determine the higher “net” benefit payable under the agreement. Benefits are not payable unless an irrevocable release of any employment-related claims is signed. This change reflects a best practice in the marketplace.marketplace, and all of our change-in-control agreements (including with NEOs) include a “best net” provision as set forth above.In no event will the Company pay for excise taxes. www.internationalpaper.com 85 Table of Contents Compensation Discussion & Analysis (“CD&A”) In 2013, the MDCC and the Board approved and required our officers to sign amended change-in-control agreements. TheThese amended change-in-control agreements, and all new change-in-control agreements entered into since 2013, provide for double-trigger acceleration of equity-award vesting upon a change in control when the acquiring company provides replacement awards as substitution for outstanding equity awards. Previously, the agreements provided for single-trigger equity-award vesting upon a change in control in all circumstances. The double trigger requires both a change in control and a qualifying termination of employment (i.e.(i.e., involuntary termination without cause or departure for “good reason”) for the vesting of equity awards to accelerate. This treatment is widely recognized as a good governance practice, as it prevents officers from receiving an automatic windfall in the event of a change in control. It also serves as an incentive for the officers to continue with the Company through and after a change in control in order to receive the benefit of their unvested equity awards. In addition, benefits are not payable unless an irrevocable release of any employment-related claims is signed. As shown in greater detail in the above table, our change-in-control agreements provide the following benefits to NEOs only if there has been both a change in control of the Company and a qualifying termination of employment,i.e., they are terminated without cause by the new employer or the employee departs for “good reason” within two years of the change in control (“double-trigger” benefits): ● Cash severance payment equal to three times the sum of base salary plus target MIP (two times for Mr. Ribieras and Ms. Slater and Mr. Ribieras)Slater); ● Prorated MIP for the year of termination of employment (based on target achievement if the employee is terminated in the same year as the change in control, or based on actual achievement if the employee is terminated in the year following the change in control and the MIP payment has not yet been made); ● SERP participants will receive their benefit calculated under the SERP that would be paid absent a change in control, but with three additional years of service and age. Mr. Ribieras and Ms. Slater and Mr. Ribieras will receive their benefit calculated under the Pension Restoration Plan formula that would be paid absent a change in control, but with two additional years of service and age. ● Medical and dental insurance for three years (two years for Mr. Ribieras and Ms. Slater and Mr. Ribieras)Slater); and ● Where replacement awards are provided in substitution for outstanding equity awards upon the change in control, all such replacement awards vest and become unrestricted. Beginning in 2012, for change-in-control agreements with future non-CEO SLT members, the cash severance payment multiple has been reduced to two times (from three times) the sum of base salary plus target MIP, and the additional years of pension credit and the benefit continuation period have been reduced to two years (from three years). Since Mr. Ribieras and Ms. Slater became SLT members after 2012, the multiple in their change-in-control agreements is two times as set forth above. 84 2020 Proxy Statement Table of Contents Compensation Discussion & Analysis (“CD&A”) A “change in control” is defined in our agreements as any of the following events: ● Acquisition of 30 percent or more of the Company’s stock; ● Change in the majority of the Board of Directors within two consecutive years, unless two-thirds of the directors in office at the beginning of the period approved the nomination or election of the new directors; ● Merger or similar business combination; ● Sale of substantially all of the Company’s assets; or ● Approval by our shareowners of a complete liquidation or dissolution of the Company. The lump sum cash severance benefit shown above is payable only in the event of termination of employment without cause within two years following a change in control. This includes voluntary resignation only in limited situations that meet the definition of “good reason,” listed below. Under no circumstance will an executive receive a cash severance benefit under the agreement if he or she leaves voluntarily other than for “good reason,” which is defined as: ● The assignment to the executive of duties inconsistent with his or her position or a substantial decrease in responsibilities; ● Reduced annual base salary; ● Elimination of a material compensation plan (including the MIP, PSP or SERP) or a change in the executive’s participation on substantially the same basis; ● Elimination of substantially similar pension or welfare plans (except for across-the-board reductions of such benefits for executives), or a material reduction of any fringe benefit, or failure to provide the same number of vacation days; ● Failure by the Company to secure an agreement by the successor to assume the change in control agreement; ● Any other termination without sufficient notice; or ● Relocation more than 50 miles from place of work. Currently, the following benefits are payable upon a change in control and do not require termination of employment: 86 2019 Proxy Statement Table of Contents Compensation Discussion & Analysis (“CD&A”) ● Where replacement awards (as defined in the change-in-control agreements) are not provided in substitution for outstanding equity awards upon the change in control, all equity awards vest and become unrestricted, as follows: 1. All PSP shares vest and the full value of all PSP awards is paid for all performance periods (including those not yet completed) based on (a) target performance if the change in control occurs during the first year of the performance period, and (b) actual performance measured through the date of the change in control if it occurs on or after the first year of the performance period; 2. Service-based restricted stock awards vest and become unrestricted; and We have offered these limited single-trigger benefits for the purpose of: ● Maintaining our competitiveness in attracting and retaining executive talent; ● Ensuring that our executives receive the benefit of their efforts prior to a change in control and are not penalized with a loss of equity compensation; and ● Further aligning the interests of our executives with our shareowners, since the risk of losing equity compensation could create a conflict of interest for our executives if the Company were pursuing a change-in-control transaction. In light of the difficulty in determining relative performance achievement in our PSP following a change in control of the Company, we provide for payment of PSP awards as described above. Further, in light of the seniority of our covered executives, and their proximity to retirement age, we believe that increasing their pension protection provides appropriate retirement security in their employment following a change in control. www.internationalpaper.com 8785 Table of Contents   CEO Pay Ratio     International Paper is one of the world’s leading producers of fiber-based packaging, pulp, and paper, with 52,22350,442 employees in 2826 countries (as of October 1, 2018)2019). As expected in a manufacturing business, a significant percentage—approximately 70%—of our employee population is hourly-based employees. To determine the pay ratio required by Item 402(u) of Regulation S-K, the Company first identified the median employee using our global employee population as of October 1, 2018,2019, which included all global full-time, part-time, temporary, and seasonal employees who were employed (and not on a leave of absence) on that date. We did not exclude any employees from any countries, and we did not make any cost-of-living adjustments in identifying our median employee. We used a consistently applied compensation measure across our global employee population to calculate the median employee compensation. The consistently applied compensation measure we used was “base salary/wages paid,” which we measured from January 1 through September 30, 2018.2019. Once the median employee was identified, we then determined the median employee’s annual total compensation using the Summary Compensation Table methodology as detailed in Item 402(c)(2)(x) of Regulation S-K, and compared it to the total compensation of Mr. Sutton, our Chairman and CEO, as detailed in the Summary Compensation Table for 2018,2019, to arrive at the pay ratio disclosed below. As noted above, a large segment of our employees is hourly-based, as is our median employee. Our median employee is located in the United States and works in one of our box plants. ● Our CEO’s 20182019 compensation was $21,911,137,$15,924,647, of which 32.3%14.2% is comprised of a change in pension value of $7,078,438.$2,256,347. ● Our median employee’s 20182019 compensation was $61,508,$88,810, of which only 3.4%32.2% is comprised of a change in pension value of $2,123.$28,610. ● Our CEO to Median Employee Pay Ratio is 356:179:1. Our pension plans were frozen for all salaried employees as of December 31, 2018. Therefore, Mr. Sutton’s actual accrued pension benefit willdid not change going forward.in 2019. However, his Change in Pension Value disclosed in the Summary Compensation Table will fluctuatefluctuates from year-to-year, reflecting annual changes in the underlying discount rates, the mortality tables and his age. For this reason, we have also calculated our pay ratio excluding the change in pension value for both employeesMr. Sutton and our median employee, and the resulting ratio is: 250:227:1. 8886 20192020 Proxy Statement Table of Contents   Ownership of Company Stock     Security Ownership of Certain Beneficial Owners The following table sets forth information concerning beneficial ownership of our common stock by persons known to us to own more than 5 percent of our common stock outstanding as of March 14, 2019,12, 2020, the record date for our 20192020 annual meeting. Name and Address of Beneficial Owner Shares of Stock Beneficially Owned (#)       Percentage of Common Stock Outstanding (%) BlackRock, Inc.(1) 36,558,928 9.11 The Vanguard Group(2) 31,713,299 7.90 Wellington Management Company, LLP(3) 29,241,348 7.28 State Street Corporation(4) 24,825,317 6.18 Name and Address of Beneficial Owner   Shares of Stock Beneficially Owned (#)   Percentage of Common Stock Outstanding (%) The Vanguard Group(1)       46,838,540        11.91 BlackRock, Inc.(2)   37,923,631   9.64 State Street Corporation(3)   24,310,427   6.18 Wellington Management Company, LLP(4)   19,844,627   5.04 (1) The address of The Vanguard Group (“Vanguard”) is 100 Vanguard Blvd., Malvern, PA 19355. We have relied upon information supplied by Vanguard in a Schedule 13G/A filed with the SEC on February 12, 2020. According to the Schedule 13G/A, Vanguard had sole voting power over 588,340 shares, shared voting power over 99,430 shares, sole dispositive power over 46,193,836 shares and shared dispositive power over 644,704 shares. (2) The address of BlackRock, Inc. (“BlackRock”) is 55 East 52nd Street, New York, NY 10055. We have relied upon information supplied by BlackRock in a Schedule 13G furnished to us reporting information as of December 31, 2018.13G/A filed with the SEC on February 5, 2020. According to the Schedule 13G,13G/A, BlackRock had sole voting power over 33,251,84934,592,556 shares and sole dispositive power over 36,558,92837,923,631 shares. (2) The address of The Vanguard Group (“Vanguard”) is 100 Vanguard Blvd., Malvern, PA 19355. We have relied upon information supplied by Vanguard in a Schedule 13G furnished to us reporting information as of December 31, 2018. According to the Schedule 13G, Vanguard had sole voting power over 467,693 shares, shared voting power over 79,723 shares, sole dispositive power over 31,169,786 shares and shared dispositive power over 543,513 shares. (3) The address of Wellington Management Company, LLP (“Wellington”) is 280 Congress Street, Boston, MA 02210. We have relied upon information supplied by Wellington in a Schedule 13G furnished to us reporting information as of December 31, 2018. According to the Schedule 13G, Wellington had shared voting power over 8,236,119 shares and shared dispositive power over 29,241,348 shares. (4) The address of State Street Corporation (“State Street”) is State Street Financial Center, One Lincoln Street, Boston, MA 02111. We have relied upon information supplied by State Street in a Schedule 13G furnished to us reporting information as of December 31, 2018.filed with the SEC on February 13, 2020. According to the Schedule 13G, State Street had shared voting power over 23,255,39122,532,325 and shared dispositive power over 24,821,26424,288,260 shares. State Street held shares of common stock of the Company as independent trustee in trust funds for employee savings, thrift and similar employee benefit plans of the Company and its subsidiaries (“Company Trust Funds”). In addition, State Street is trustee for various third-party trusts and employee benefit plans. The common stock held by the Company Trust Funds is allocated to participants’ accounts and such stock or the cash equivalent will be distributed to participants upon termination of employment or pursuant to withdrawal rights. For purposes of the reporting requirements of the Exchange Act, State Street is deemed to be a beneficial owner of such securities; however, State Street expressly disclaims that it is, in fact, the beneficial owner of such securities. (4) The address of Wellington Management Company, LLP (“Wellington”) is 280 Congress Street, Boston, MA 02210. We have relied upon information supplied by Wellington in a Schedule 13G/A filed with the SEC on January 27, 2020. According to the Schedule 13G/A, Wellington had shared voting power over 19,113,415 shares and shared dispositive power over 19,844,627 shares. www.internationalpaper.com 8987 Table of Contents Ownership of Company Stock Security Ownership of Management The following table sets forth the number of shares of our common stock beneficially owned by each of our directors and NEOs, and by all of our directors and executive officers as a group, as of March 14, 2019,12, 2020, the record date for our 20192020 annual meeting. No amounts are included for outstanding PSP awards that have not yet been paid. Share and unit numbers are rounded.       Amount and Nature of Beneficial Ownership Amount and Nature of Beneficial Ownership Name of Beneficial Owner Shares of Common Stock Held (#)(1)       Stock Units Owned (#)(2)       Percentage of Class (%) Shares of Common Stock Held (#)(1) Stock Units Owned (#)(2) Percentage of Class (%) Non-Employee Directors                               William J. Burns   —   26,566   * — 34,515 * Christopher M. Connor   —   9,574   * — 17,430 * Ahmet C. Dorduncu   20,405   —   * 23,039 — * Ilene S. Gordon   42,019   —   * 50,221 — * Anders Gustafsson   982   —   * 7,716 — * Jacqueline C. Hinman   6,968   —   * 12,621 — * Clinton A. Lewis, Jr.   —   8,777   * — 15,916 * Kathryn D. Sullivan   9,596   —   * 14,858 — * J. Steven Whisler   1,000   117,767   * 1,000 129,869 * Ray G. Young   2,000   30,130   * 7,000 38,808 * Named Executive Officers       Mark S. Sutton   423,264   2,486   * 493,231 2,615 * Timothy S. Nicholls   111,621   4,571   * 90,474 30,911 * Glenn R. Landau (left the Company July 31, 2018)   26,073   —   * Jean-Michel Ribieras 60,336 1,656 * Catherine I. Slater   20,155   —   * 29,609 — * Sharon R. Ryan   84,061   26,583   * 91,213 27,960 * Jean-Michel Ribieras   62,271   1,574   * All directors and executive officers as a group (20 persons)   1,053,573   271,531   * All directors and executive officers as a group (22 persons) 1,080,261 378,292 * * Indicates less than 1 percent of the class of equity securities. (1) Includes securities over which the individual has, or, with another shares, directly or indirectly, voting or investment power, including ownership by certain relatives and ownership by trusts for the benefit of such relatives. (2) Represents stock equivalent units owned by our NEOs under the International Paper Company Deferred Compensation Savings Plan or by our directors under the Restricted Stock and Deferred Compensation Plan for Non-Employee Directors. These units will be paid out in cash and are not convertible into shares of common stock. Accordingly, these units are not included as shares of common stock beneficially owned. Equity Compensation Plan Information The following table provides information as of December 31, 2018,2019, regarding compensation plans under which our equity securities are authorized for issuance. Plan Category       Number of securities to be issued upon exercise of outstanding options, warrants and rights (#)       Weighted-average exercise price of outstanding options, warrants and rights ($)       Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column)* (#) Equity compensation plans approved by security holders — — 11,944,3989,775,378 Equity compensation plans not approved by security holders — — — Total — — 11,944,3989,775,378 * Represents shares remaining available for issuance as of December 31, 2019, under our Amended and Restated 2009 Incentive Compensation Plan. 9088 20192020 Proxy Statement Table of Contents   Appendix A – Reconciliations of Non-GAAP Measures     The tables below present reconciliations of our presentedthe non-GAAP financial measures presented in this proxy statement to the most directly comparable previously reported measures calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). In millions, at December 31       2018       2017 Calculation of Adjusted EBITDA Earnings from Continuing Operations Before Interest, Income Taxes, Equity Earnings and Cumulative Effect of Accounting Changes $2,317 $1,420 Depreciation, amortization and cost of timber harvested 1,328 1,343 Special items 208 491 Non-operating pension expense 494 484 Adjusted EBITDA $4,347 $3,738 The Company defines These non-GAAP financial measures have limitations as analytical tools and calculates Adjusted ROIC usingshould not be considered in isolation or as a substitute for an analysis of our results calculated in accordance with GAAP. In addition, because not all companies use identical calculations, the Company’s presentation of non-GAAP measures may not be comparable to similarly titled measures disclosed by other companies, including companies in the numerator Operating Earnings Before Interest,same industry as International Paper. Management believes certain non-U.S. GAAP financial measures, when used in conjunction with information presented in accordance with U.S. GAAP, can facilitate a better understanding of the impact of various factors and trends on the Company’s financial results. Management also uses these non-U.S. GAAP financial measures in making financial, operating and planning decisions and in evaluating the Company’s performance. In millions, at December 31       2019 Calculation of Adjusted EBITDA Earnings (Loss) from Continuing Operations Before Income Taxes and Equity Earnings $ 1,604 Interest Expense, Net 491 Special items 420 Non-operating pension expense 36 EBIT before Special Items 2,551 Depreciation, amortization and cost of timber harvested 1,301 Adjusted EBITDA $ 3,852 Annualized Net Sales $ 22,376 Adjusted EBITDA Margin 17.2 % Adjusted EBITDA is a non-GAAP financial measure presented as a supplemental measure of our performance and the most directly comparable GAAP measure to which is Earnings (Loss) from Continuing Operations Before Income Taxes and Equity Earnings. The Company believes Adjusted ROIC = Operating Earnings Before Interest / Average Invested Capital Average Invested Capital = Equity adjustedEBITDA provides additional meaningful information in evaluating the Company’s performance over time, including to remove pension-related amountsassess the Company’s consolidated results of operations and operational performance and compare the Company’s results of operations between periods. However, in OCI, netevaluating Adjusted EBITDA, you should be aware that in the future we will incur expenses such as those used in calculating these measures. Our presentation of taxes + interest-bearingAdjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or nonrecurring items. In millions, at December 31 2019 Calculation of Free Cash Flow Cash provided by operations 3,610 (Less)/Add: Cash invested in capital projects (1,276 ) Free Cash Flow    $ 2,334 Free cash flow is a non-GAAP financial measure and the most directly comparable GAAP measure is cash provided by operations. Management believes that free cash flow is useful to investors as a liquidity measure because it measures the amount of cash generated that is available, after reinvesting in the business, to maintain a strong balance sheet, pay dividends, repurchase stock, service debt and make investments for future growth. It should not be inferred that the entire free cash flow amount is available for discretionary expenditures. By adjusting for certain items that are not indicative of the Company’s ongoing performance, free cash flow also enables investors to perform meaningful comparisons between past and present periods. In millions, at December 31       2018 Reconciliation of Operating Earnings Before Net Interest Expense to Net Earnings Before Taxes and Equity Earnings Earnings (Loss) From Continuing Operations Before Income Taxes and Equity Earnings $ 1,781 Add back: Net Interest Expense 536 Add back: Special Items Before Taxes 214 Add back: Non-Operating Pension Expense Before Taxes 494 Operating Earnings Before Interest, Taxes and Equity Earnings 3,025 Tax Rate 25 % Operating Earnings Before Interest and Equity Earnings 2,269 Equity Earnings, Net of Tax 336 Operating Earnings Before Interest $ 2,605 www.internationalpaper.com A-1 Table of Contents Appendix A – Reconciliations of Non-GAAP Measures In millions, at December 31       2019 Reconciliation of Adjusted Operating Earnings Before Net Interest Expense to Net Earnings (Loss) From Continuing Operations Before Income Taxes and Equity Earnings Earnings (Loss) From Continuing Operations Before Income Taxes and Equity Earnings    $ 1,604 Add back: Net Interest Expense 491 Add back: Special Items Before Taxes 420 Add back: Non-Operating Pension Expense Before Taxes 36 Adjusted Operating Earnings Before Net Interest Expense, Income Taxes and Equity Earnings 2,551 Add back: Graphic Packaging Equity Earnings Before Taxes 46 Adjusted Operating Earnings Before Net Interest Expense, Income Taxes and Other Equity Earnings 2,597 Tax Rate 26 % Adjusted Operating Earnings Before Net Interest Expense and Equity Earnings 1,935 Equity Earnings Other than Graphic Packaging, Net of Taxes 204 Adjusted Operating Earnings Before Net Interest Expense $ 2,139 The Company considers adjusted return on invested capital (“Adjusted ROIC”), a non-GAAP financial measure, to be a meaningful indicator of our operating performance, and we evaluate this metric because it measures how effectively and efficiently we use the capital invested in our business. The Company defines and calculates Adjusted ROIC using in the numerator Adjusted Operating Earnings Before Net Interest Expense, the most directly comparable GAAP measure to which is Earnings (Loss) From Continuing Operations Before Income Taxes and Equity Earnings. The Company calculates Adjusted Operating Earnings Before Net Interest Expense by excluding net interest expense, the after-tax effect of non-operating pension expense and items considered by management to be unusual (special items) from the earnings reported under GAAP. Management uses this measure to focus on on-going operations and believes that it is useful to investors because it enables them to perform meaningful comparisons of past and present operating results. Adjusted ROIC = Adjusted Operating Earnings Before Net Interest Expense / Average Invested Capital ©2019 International Paper Company. All rights reserved. Accent is a registered trademark Average Invested Capital = Equity (adjusted to remove pension-related amounts in OCI, net of International Paper Company. All other product and company names are trademarks or registered trademarks of their respective holders. Printed on Accent®Opaque Cover Smooth 65lb. and Accent®Opaque Text Smooth 50lb.tax) + interest-bearing debt InternationalPaper.comIn millions, at December 31 2019 Calculation of Non-Strategic Capital Spending Cash invested in capital projects 1,276 (Less)/Add: Strategic capital spending (397 ) Non-Strategic Capital Spending $878 In millions, at December 31 2019 Calculation of Change in Operating Working Capital for Cash Conversion Trade accounts and notes receivable at December 31, 2018 $3,249 Contract assets at December 31, 2018 395 Inventories at December 31, 2018 2,241 Trade accounts payable at December 31, 2018 (1,735 ) Operating working capital at December 31, 2018 4,150 Trade accounts and notes receivable at December 31, 2019 3,020 Contract assets at December 31, 2019 393 Inventories at December 31, 2019 2,208 Trade accounts payable at December 31, 2019 (1,793 ) Operating working capital at December 31, 2019 3,828 Change in operating working capital 322 Corporate operating working capital and other adjustments 36 Change in Operating Working Capital for Cash Conversion $358 The Company considers Cash Conversion, a non-GAAP financial measure, to be a meaningful indicator of our operating performance, and we evaluate this metric because it measures how effectively and efficiently we generate cash from normal business operations after non-strategic capital spending. The Company defines and calculates A-2 2020 Proxy Statement Table of Contents Appendix A – Reconciliations of Non-GAAP Measures Cash Conversion using in the numerator Adjusted EBITDA (as defined above) less Non-Strategic Capital Spending plus/minus changes in Operating Working Capital for Cash Conversion. The Company calculates Non-Strategic Capital Spending by excluding spending from projects intended to improve market position or customer service/satisfaction, but including volume increases and performance or quality improvements from the Invested in Capital Projects amount on the Consolidated Cash Flow Statement reported under GAAP. Operating Working Capital for Cash Conversion is defined and calculated as Trade Accounts and Notes Receivable plus Contract Assets plus Inventories less Trade Accounts Payable as reported on the Consolidated Balance Sheet under GAAP, excluding Corporate Operating Working Capital and other adjustments. Non-Strategic Capital Spending and changes in Operating Capital may be adjusted for any impact of acquisitions, divestitures and/or the effect of changes in tax laws, accounting principles or other laws or provisions affecting reported results. Management uses this measure to focus on on-going operations and believes it is useful to investors because it enables them to perform meaningful comparisons of past and present operating results. Cash Conversion = Adjusted EBITDA – Non-Strategic Capital Spending +/- Changes in Operating Working Capital / Adjusted EBITDA www.internationalpaper.com A-3 Table of Contents ©2020 International Paper Company. All rights reserved. Accent is a registered trademark of International Paper Company. All other product and company names are trademarks or registered trademarks of their respective holders. Printed on Accent® Opaque Cover Smooth 65lb. and Accent Opaque Text Smooth 50lb. InternationalPaper.com     Table of Contents INTERNATIONAL PAPER COMPANY C/O COMPUTERSHARE P.O. BOX 43004 PROVIDENCE, RI 02940-3004 VOTE BY INTERNET Before The Meeting - Go towww.proxyvote.com http://materials.proxyvote.com/460146 You may use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. EDT May 12, 2019,10, 2020, except that participants in the International Paper Company Salaried Savings Plan or International Paper Company Hourly Savings Plan must provide voting instructions on or before 11:59 P.M. EDT May 8, 2019.6, 2020. Have your proxy card in hand when you access the web site and follow the instructions on that site. During The Meeting - Go towww.virtualshareholdermeeting.com/IP2020 ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS IfAs the result of public health and safety concerns arising from the outbreak of the coronavirus (COVID-19), you would like to reducemay attend the costs incurred by International Paper Company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronicallymeeting of shareowners via e-mail or the Internet. To sign up for electronic delivery, please followYou may vote electronically during the instructions above to vote usingannual meeting only if you use your 16-digit control number printed on the Notice of Internet and, when prompted, indicate that you agree to receiveAvailability or access proxy materials electronically in future years.card. VOTE BY PHONE - 1-800-690-6903 You may use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. EDT May 12, 2019,10, 2020, except that participants in the International Paper Company Salaried Savings Plan or International Paper Company Hourly Savings Plan must provide voting instructions on or before 11:59 P.M. EDT May 8, 2019.6, 2020. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Please mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to International Paper Company, c/o Broadridge Financial Solutions, Inc., 51 Mercedes Way, Edgewood, NY 11717 so that it is received by May 12, 2019.10, 2020. Voting instructions provided by participants in the International Paper Company Salaried Savings Plan or International Paper Company Hourly Savings Plan must be received by May 8, 2019.6, 2020. If you or your duly appointed virtually or in person proxy holder are planning to attend the annual meeting of shareowners on May 13, 2019,11, 2020, please check the box in the space indicated on the proxy card below, or so indicate when you vote by Internet or phone. If you wish to attend the annual meeting and vote the shares virtually or in person, please see “How do I attend the annual meeting?” in the proxy statement.Shareowners attending in person must bring proof of ownership and valid photo identification in order to be admitted to the meeting. Shareowners attending virtually must have the 16-digit control number printed on the Notice of Internet Availability or proxy card to vote electronically and ask questions during the annual meeting. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:             E61479-P18031E93484-P34506    KEEP THIS PORTION FOR YOUR RECORDS             DETACH AND RETURN THIS PORTION ONLY THIS PROXY/VOTING INSTRUCTION CARD IS VALID ONLY WHEN SIGNED AND DATED. INTERNATIONAL PAPER COMPANY The Board of Directors recommends a vote"FOR" each of the nominees listed under Item 1.     Item 1 — Election of Directors (one-year term)   For   Against Abstain         Nominees:                  1a.      William J. Burns  ☐ ☐ ☐ 1b. Christopher M. Connor  ☐ ☐ ☐ 1c. Ahmet C. Dorduncu ☐ ☐ ☐ 1d. Ilene S. Gordon  ☐ ☐ ☐ 1e. Anders Gustafsson   ☐ ☐ ☐ 1f. Jacqueline C. Hinman   ☐ ☐ ☐ 1g. Clinton A. Lewis, Jr.  ☐ ☐ ☐ 1h. Kathryn D. Sullivan  ☐ ☐ ☐ 1i. Mark S. Sutton ☐ ☐ ☐ 1j. J. Steven Whisler ☐ ☐ ☐ 1k. Ray G. Young ☐ ☐ ☐      For address changes and/or comments, please check this box and write them on the back where indicated. ☐               The Board of Directors recommends a vote "FOR"Items 2 & 3.        For        Against      Abstain Item 2  —       Ratification of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for 20192020 ☐ ☐ ☐ Item 3  —       A Non-Binding Resolution to Approve the Compensation of the Company’s Named Executive Officers, as Disclosed Under the Heading "Compensation Discussion & Analysis" ☐ ☐ ☐ The Board of Directors recommends a vote "AGAINST"Item 4.                                                     Item 4  —       Shareowner Proposal to Reduce Special Shareowner Meeting Ownership Threshold to 10 Percent ☐ ☐ ☐ In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting. This proxy/voting instruction card, when properly executed, will be voted in the manner directed herein by the undersigned shareowner.If no direction is made, this proxy/voting instruction card will be voted FOR all of the nominees in Item 1, FOR the Proposals in Items 2 and 3, and AGAINST Item 4. If you are a participant in one or more of the plans shown on the reverse side of this proxy/voting instruction card, the shares will be voted by the Trustee in its discretion.                                                Yes No Please indicate if you plan to attend this meeting. ☐ ☐      Please sign exactly as your name appears on this proxy. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee, guardian or other fiduciary, please give your full title. If a corporation, please sign in full corporate name by authorized officer. If a partnership or LLC, please sign in firm name by authorized partner or member.                             Signature [PLEASE SIGN WITHIN BOX] Date   Signature (Joint Owners) Date     Table of Contents           Important Notice Regarding the Availability of Proxy Materials for the Shareowner Meeting To Be Held on May 13, 2019:11, 2020: The Notice & Proxy Statement and the Annual Report are Available at http://materials.proxyvote.com/460146     E61480-P18031E93485-P34506 INTERNATIONAL PAPER COMPANY SHAREOWNER PROXY AND CONFIDENTIAL VOTING INSTRUCTION CARD ANNUAL MEETING OF SHAREOWNERS – MONDAY, MAY 13, 201911, 2020 THIS PROXY/VOTING INSTRUCTION CARD IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF INTERNATIONAL PAPER COMPANY AND BY THE TRUSTEES OF THE PLANS LISTED BELOW.THIS MAY ONLY BE USED AT THE ANNUAL MEETING OF SHAREOWNERS, TO BE HELD ON MAY 13, 2019,11, 2020, AT 11 A.M. CDT VIA THE INTERNET AT WWW.VIRTUALSHAREHOLDERMEETING.COM/IP2020 AND AT THE INTERNATIONAL PAPER COMPANY HEADQUARTERS, TOWER IV, LOCATED AT 1740 INTERNATIONAL DRIVE IN MEMPHIS, TENNESSEE 38197, AND AT ANY ADJOURNMENT OR POSTPONEMENT THEREOF. As the result of public health and safety concerns arising from the outbreak of the coronavirus (COVID-19), this year’s annual meeting will be a “hybrid” meeting of shareowners, meaning that you may attend the annual meeting either via the Internet or in person. While we intend to host a physical shareowners meeting, we encourage shareowners to consider whether it is advisable to attend by virtual means rather than in person in light of COVID-19 and public health concerns. In the event we determine it is necessary or appropriate to take additional steps regarding how we conduct our annual meeting or impose additional procedures or limitations on those attending the annual meeting in person in light of these COVID-19 concerns, we would plan to announce such details on our company website (in addition to any filings with the SEC we may elect to make). If you are a registered shareowner, by submitting this proxy you are appointing Mark S. Sutton, Tim S. Nicholls and Sharon R. Ryan, jointly or individually, as proxies with power of substitution, to vote all shares you are entitled to vote at the Annual Meeting of Shareowners on May 13, 2019,11, 2020, and any adjournment or postponement thereof. If no direction is made on the reverse side, this proxy will be voted FOR all nominees in Item 1, FOR Items 2 and 3, and AGAINST Item 4. The proxies are authorized to vote upon such other business as may properly come before the meeting. If you are a participant in either the International Paper Salaried Savings Plan or the International Paper Hourly Savings Plan, by signing this proxy/voting instruction card, you are instructing the Trustee to vote the shares of common stock in accordance with your voting instructions. The Company has authorized Broadridge as the agent to tabulate the votes under each of the plans. Any shares held by the Trustee for which it has not received voting instructions by Internet, phone or mail by 11:59 P.M. EDT May 8, 2019,6, 2020, will be voted by the Trustee in its discretion. Plan participants may attend the meeting via the Internet or in Person but may only vote these shares before the meeting by submitting voting instructions by Internet, phone or mail by 11:59 P.M. EDT May 8, 2019.6, 2020. The proxies are instructed to vote as indicated on the reverse side. This proxy revokes all prior proxies given by you. Please sign on the reverse side exactly as your name or names appear(s) there. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee, guardian or other fiduciary, please give your full title. If a corporation, please sign in full corporate name by authorized officer. If a partnership or LLC, please sign in firm name by authorized partner or member. Address Changes/Comments:                                                                                                     (If you noted any address changes/comments, please mark the corresponding box on the reverse side.)