Ahmet Dorduncu
INTERNATIONAL PAPER CO /NEW/About Ahmet C. Dorduncu
Independent non-employee director of International Paper since 2011. Age 71. Former CEO of Akkök Group and former Chairman/CEO of Sabanci Holding; chaired Olmuksa (Sabanci–IP JV) from 2006–2010, bringing deep international manufacturing and industrial packaging experience. Tenure on IP’s board is ~14 years; he is currently classified as independent under NYSE and IP standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Akkök Group (Turkey) | Chief Executive Officer (Retired Dec 2022) | 2013–2022 | Led diversified industrial conglomerate; international operations expertise |
| Sabanci Holding (Turkey) | Chairman & Chief Executive Officer | 2005–2010 | Oversight of large financial/industrial group; strategic and manufacturing experience |
| Olmuksa (Sabanci–IP JV) | Chairman of the Board | 2006–2010 | Industrial packaging JV with IP; sector-specific insights |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Turkish Network of the UN Global Compact | Chair | Current | Sustainability and ethics network leadership |
| Other public company boards | None | — | No current public-company directorships disclosed |
Board Governance
- Independence: Non-employee directors, including Dorduncu, determined independent; all standing committees composed entirely of independent directors .
- Committee assignments:
- Audit & Finance Committee member (not designated “financial expert”); committee met 7 times in 2024 with 97% attendance overall .
- Public Policy & Environment Committee member; committee met 6 times in 2024 with 100% attendance overall .
- Board engagement: Board met 10 times in 2024 with 98% average attendance; all directors attended the 2024 annual meeting; independent directors hold executive sessions after each meeting .
- Lead Independent Director: Christopher M. Connor; executive sessions and robust independent counterbalance described .
- Overboarding and retirement: Directors consult before adding boards; mandatory retirement at 75 (non-employee directors) .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer | $120,000 | Paid monthly; directors can elect stock in lieu (with 20% premium) |
| Annual equity retainer | $163,000 | Restricted stock or RSUs (deferrable); RS vests after 1 year; RSUs settle after retirement/death/disability |
| Committee membership fee (Audit) | $10,000 | Non-chair Audit & Finance member fee |
| Committee chair fees | N/A | Not a chair |
| Lead Director fee | N/A | Not applicable |
| 2024 total (reported) | $293,926 | $130,925 cash + $163,001 stock awards |
Performance Compensation
Directors at IP do not receive performance-conditioned incentives; equity retainer vests with time. No options are granted; RSUs settle upon separation.
| Equity Component | Vesting/Terms | Performance Metrics | Notes |
|---|---|---|---|
| Restricted Stock (board retainer) | 1-year vest | None | Dividends paid at vesting; elective conversion of cash retainer into stock gets 20% premium |
| RSUs (deferred) | Payable in cash after retirement/death/disability | None | Settled based on closing price at settlement date |
| Stock options | Not used | — | IP discontinued option grants ~20 years ago |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| None | — | No other public company boards; no Item 404 related person transactions involving Dorduncu disclosed |
Expertise & Qualifications
- Core skills: International operations, manufacturing, strategic planning; sector-specific industrial packaging knowledge via Olmuksa JV .
- Not designated as Audit Committee Financial Expert; serves on Audit & Finance and PPE committees .
- Sustainability oversight exposure via PPE committee and UN Global Compact role .
Equity Ownership
| Metric | Value | Date/Context |
|---|---|---|
| Beneficially owned shares | 37,410 | As of record date March 14, 2025; excludes unvested and RSUs |
| Unvested shares/RSUs outstanding | 4,225 | As of Dec 31, 2024 |
| Ownership guideline requirement | 2x annual board retainer ($566,000) | Policy; all directors except new 2024/2025 appointees met requirements as of Dec 31, 2024 (Dorduncu met) |
| Anti-hedging/pledging | Prohibited for directors | Insider Trading Policy: no margin/pledging; no hedging/speculative transactions |
Insider transactions (Form 4):
| Transaction Date | Type | Shares Transacted | Price | Post-Transaction Holdings | SEC Link |
|---|---|---|---|---|---|
| 2025-05-12 | Award (A) | 3,953 | $0.00 | 41,363 | |
| 2025-05-13 | Tax withholding (F) | 1,268 | $47.91 | 40,095 |
Governance Assessment
- Board effectiveness: Long-tenured independent director with deep industrial and international expertise; active on Audit & Finance and PPE committees that had high 2024 attendance and robust mandates (financial reporting, cybersecurity, sustainability oversight) .
- Alignment: Met director ownership guideline; significant equity exposure via annual retainer and elective stock in lieu of cash available; no pledging/hedging permissible .
- Conflicts/related-party risk: No current related person transactions disclosed; prior JV chair role (Olmuksa) is historical and not cited as impeding independence; independence affirmed annually under rigorous standards .
- Compensation reasonableness: Standard IP director pay mix at peer-median philosophy; no performance-conditioned awards for directors; uses time-based restricted stock/RSUs with clear vesting and deferral .
- Attendance/engagement signal: Board-wide 98% attendance, all directors at 2024 annual meeting; committees with 97% (Audit) and 100% (PPE) attendance suggest active oversight environment .
- RED FLAGS: None disclosed related to attendance, pledging/hedging, related-party transactions, or option repricings; compensation committee interlocks—none in 2024 .
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