Anders Gustafsson
INTERNATIONAL PAPER CO /NEW/About Anders Gustafsson
Anders Gustafsson (age 64) is an independent director of International Paper (IP) since 2019, currently serving as Chair of the Audit & Finance Committee and a member of the Public Policy & Environment Committee and the Executive Committee . He is Chairman (and former CEO) of Zebra Technologies, and previously served as CEO of Spirent Communications and a senior executive at Tellabs, bringing deep technology, manufacturing, and financial expertise; the Board has designated him an “audit committee financial expert” .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zebra Technologies (NASDAQ: ZBRA) | Chairman | Current | Brings technology, operations, and financial expertise to IP; designated audit committee financial expert |
| Zebra Technologies | CEO | 2007–2023 | Led global tech manufacturing; board-level financial oversight skills |
| Zebra Technologies | Executive Chair | 2023–2024 | Oversight of strategy and governance |
| Spirent Communications plc | Chief Executive Officer | 2004–2007 | Led public telecom company; international operations |
| Tellabs, Inc. | SVP, Global Business Operations | Prior to 2004 | Operations leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zebra Technologies | Chairman (public company) | Current | Board leadership; technology and ops expertise |
| NetApp (NASDAQ: NTAP) | Director (public company) | Current | Data infrastructure oversight |
| Dycom Industries (NYSE: DY) | Director (public company) | 2013–2020 | Specialty contracting; prior board experience |
| Shedd Aquarium | Trustee (non-profit) | Current | Community/ESG involvement |
Board Governance
- Independence: IP’s Board determined all non-employee directors, including Mr. Gustafsson, are independent under NYSE and IP standards; he also meets independence standards for A&F, MDCC, and Governance committees .
- Committee assignments and roles (2024–2025):
- Audit & Finance Committee: Chair; committee attendance rate 97% in 2024; designated an “audit committee financial expert” .
- Public Policy & Environment Committee: Member; committee attendance rate 100% in 2024 .
- Executive Committee: Member (chairs of committees serve on Executive Committee) .
- Board meeting cadence and attendance: The Board met 10 times in 2024 with 98% average attendance; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors hold executive sessions without management after each regularly scheduled Board and committee meeting .
- Cybersecurity and risk oversight: As A&F Chair, oversees integrity of financial reporting, internal controls, and cybersecurity risk oversight alongside PPE committee; CISO reports to A&F and the Board .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $120,000 | Payable monthly |
| Annual Equity Retainer | $163,000 | Granted as restricted stock or RSUs if deferred |
| A&F Committee Chair Fee | $25,000 | Chair retainer |
| A&F Committee Member Fee (non-chair) | $10,000 | Not applicable when chair |
| Other Chair Fees (MDCC/GOV/PPE) | $20,000 | For chairs of other committees |
| Lead Director Fee | $27,500 | Not applicable to Mr. Gustafsson |
Notes:
- Directors may elect to convert part/all cash fees to stock and receive a 20% share premium on the converted amount; 58% of regular board fees are equity-aligned .
- 2024 reported compensation: Mr. Gustafsson elected equity (no cash), with total 2024 “Stock Awards” of $332,019 (grant date fair value under ASC 718) .
Performance Compensation (Director Equity)
While director equity is time-based (not performance-based), the following shows disclosed awards and vesting:
| Year | Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value |
|---|---|---|---|---|
| 2024 | Restricted Stock/RSUs | May 13, 2024 | 8,606 | $332,019 (ASC 718) |
| 2025 | Restricted Stock (Form 4) | May 12, 2025 | 8,177 | Not disclosed in proxy; Form 4 award |
- Unvested shares/RSUs outstanding as of 12/31/2024: 8,606 .
- Equity calculation basis: closing market price preceding the annual meeting; RSUs settle in cash upon retirement/death/disability if deferred .
Other Directorships & Interlocks
- Current public boards: Zebra Technologies (Chairman), NetApp (Director) .
- Prior public board: Dycom Industries (2013–2020) .
- Related-party transactions/interlocks: IP disclosed related-party reviews; Anders Gustafsson is not listed among directors with material related transactions (examples shown for Avient and Mars). The proxy states no related person transactions requiring disclosure since Jan 1, 2024, aside from specified 5% shareholder service arrangements; none are attributed to Mr. Gustafsson .
- Conclusion: No interlocks or related-party exposures disclosed for Mr. Gustafsson at IP .
Expertise & Qualifications
- Audit committee financial expert (SEC/NYSE criteria) .
- International operations, manufacturing, strategic planning; technology/cybersecurity oversight experience (Zebra) .
- Prior public company CEO experience (Zebra; Spirent) .
Equity Ownership
| Holder | Shares of Common Stock Held | Stock Units | Ownership % | Notes |
|---|---|---|---|---|
| Anders Gustafsson | 47,457 | 0 | <1% | Beneficial ownership as of 3/14/2025; excludes unvested RSUs |
| Unvested RS/RSUs (12/31/2024) | 8,606 | — | — | Unvested director equity at year-end |
- Ownership guidelines: Directors must hold equity equal to 2× annual Board retainer ($566,000 through Apr 30, 2025); as of 12/31/2024, all directors except three recent appointees met the requirement—Mr. Gustafsson is in compliance .
- Anti-hedging/pledging: IP strictly prohibits directors/officers from hedging or pledging Company stock, reducing misalignment risk .
Insider Trades (Form 4)
| Transaction Date | Filing Date | Type | Shares | Post-Transaction Ownership | Link |
|---|---|---|---|---|---|
| 2024-05-13 | 2024-05-15 | Award (A) | 8,606 | 47,380 | https://www.sec.gov/Archives/edgar/data/51434/000112760224015389/0001127602-24-015389-index.htm |
| 2025-05-12 | 2025-05-14 | Award (A) | 8,177 | 55,634 | https://www.sec.gov/Archives/edgar/data/51434/000112760225014222/0001127602-25-014222-index.htm |
Source: Insider-trades skill (Form 4 data retrieved 2024–2025).
Governance Assessment
- Strengths and signals of board effectiveness:
- A&F Chair with audit committee financial expert designation—enhances financial reporting integrity, internal controls, and cyber-risk oversight; CISO reports to A&F and Board .
- High equity alignment: majority of director pay in equity; Mr. Gustafsson took all 2024 fees in stock awards; ownership guidelines met .
- Independence affirmed; no related-party transactions disclosed for him; strict anti-hedging/pledging and clawback policies in place .
- Board/committee engagement robust: 10 meetings, 98% average attendance; A&F 97% and PPE 100% attendance rates; executive sessions every meeting .
- Potential conflicts/RED FLAGS:
- None disclosed for Mr. Gustafsson (no Item 404 transactions; not listed among directors with routine commercial relationships) .
- Shareholder confidence context:
- Say-on-Pay support ~96% in 2024; Board responsiveness included adopting an Executive Severance Plan in 2025 following shareholder input (contextual governance robustness) .
Citations:
- Director slate, roles, age, tenure, committee assignments, financial expert: .
- Bio and external boards: .
- Board operations, attendance, executive sessions: .
- Director compensation structure, fees, equity elections, stock ownership guidelines and compliance: .
- Ownership table: .
- Related-party policy and absence of related transactions: .
- Cybersecurity oversight: .
- Anti-hedging/pledging, clawback: .
- Say-on-Pay: .
- Insider trades (Form 4): 2024 award ; 2025 award .