Christopher Connor
INTERNATIONAL PAPER CO /NEW/About Christopher M. Connor
International Paper’s independent Lead Director; age 69; director since 2017. Connor is the retired Chairman and CEO of The Sherwin-Williams Company (CEO 2000–2015; Executive Chairman 2016) and brings deep industrial, financial, and global operating expertise; he has served as IP’s Lead Director since February 2023 and is affirmatively independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Sherwin-Williams Company | Chairman & CEO | 2000–2015 | Led large global manufacturing enterprise; strong financial/operational expertise |
| The Sherwin-Williams Company | Executive Chairman | 2016 | Continued board-level leadership and strategy oversight |
| The Sherwin-Williams Company | Joined company | 1983 | Long industrial tenure builds sector expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Yum! Brands, Inc. (NYSE: YUM) | Director (current) | Not disclosed | Public company board experience in consumer sector |
| Eaton Corporation plc (NYSE: ETN) | Director (prior) | 2006–2022 | Long-run governance experience at diversified industrial |
| Rock & Roll Hall of Fame (non-profit) | Director | Not disclosed | Community and non-profit governance |
Board Governance
- Current roles: Lead Director; member, Management Development & Compensation Committee (MDCC); member, Governance Committee; member, Executive Committee .
- Lead Director responsibilities: sets/executive sessions of independent directors, liaises with Chair/CEO, approves agendas/materials/schedules, leads CEO/chair performance evaluation process with MDCC, oversees succession planning, and is available to major shareholders .
- Independence: all non-employee directors, including Connor, are independent under NYSE/IP standards .
- Attendance and engagement:
- Board met 10 times in 2024; average attendance 98%; all directors attended the 2024 annual meeting .
- Committee-level attendance: Governance 96% (7 meetings); MDCC 97% (7 meetings). Executive sessions occur after each regular Board/committee meeting .
Fixed Compensation
- 2024 actual director compensation (SEC basis):
| Director | Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Christopher M. Connor | $0 | $336,186 | $336,186 |
- Fee schedule (May 2024–Apr 2025 service year):
| Component | Amount |
|---|---|
| Annual cash retainer | $120,000 |
| Annual equity retainer (restricted stock/RSUs) | $163,000 |
| Lead Director retainer | $27,500 |
| Committee chair retainers (A&F / MDCC / Governance / PPE) | $25,000 / $20,000 / $20,000 / $20,000 |
| Audit & Finance non-chair member retainer | $10,000 |
Notes: Directors may elect to convert cash retainer/fees to stock with a 20% premium, and/or defer equity into RSUs until retirement; Connor elected stock in lieu of cash in 2024 (hence $0 cash) .
Performance Compensation
- Not applicable to non-employee directors: IP provides time-based restricted stock/RSUs as the standard director equity; no stock options or performance-conditioned director equity awards disclosed .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company boards | Yum! Brands, Inc. |
| Prior public company boards | Eaton Corporation plc (2006–2022) |
| MDCC interlocks (2024) | None; no Company executive served on boards/comp committees of entities with IP directors on MDCC |
Expertise & Qualifications
- Former public-company CEO and executive chair with significant senior management and financial expertise; adds industrial/manufacturing, global operations, and strategic planning depth to IP’s board .
Equity Ownership
| Holder | Shares Held (#) | Stock Units Owned (#) | Unvested/RSUs Outstanding (#) | % of Class | Ownership Policy | Pledging/Hedging |
|---|---|---|---|---|---|---|
| Christopher M. Connor | — | 70,596 | 70,596 | <1% | Director guideline: 2x annual retainer = $566,000; Connor met requirement as of 12/31/2024 | Company prohibits hedging and pledging by directors/officers |
Notes: Director stock units are cash-settled at retirement and are not counted as shares outstanding for beneficial ownership; they nonetheless support alignment and (alongside restricted stock) are used for ownership guideline compliance .
Governance Assessment
-
Strengths and positive signals
- Independent Lead Director since 2023 with robust responsibilities (agenda/materials approval, executive sessions, CEO evaluation/succession, investor access), supporting board independence despite combined Chair/CEO structure .
- Active on MDCC and Governance during a period of leadership transition and DS Smith integration; board/committee attendance metrics indicate strong engagement (Board 98% avg.; Governance 96%; MDCC 97%) .
- High alignment: elected to take all fees in equity in 2024; strong director ownership policy (2x retainer) with compliance; anti-hedging/anti-pledging and clawback frameworks in place .
- No related-party transactions involving Connor identified; independence reaffirmed by Board .
-
Watch items
- Multiple commitments: serves on Yum! Brands board; IP’s overboarding policy expects consultation before joining other boards, mitigating risk; no concerns disclosed by Governance Committee .
- Combined Chair/CEO model requires effective counterbalance; Connor’s Lead Director role and practices are critical to sustaining investor confidence .
-
Shareholder context
- Say-on-Pay support ~96% in May 2024, suggesting general investor comfort with compensation governance under current board leadership .
-
RED FLAGS
- None identified: no attendance issues, no related-party transactions involving Connor, no pledging or hedging permitted, and no MDCC interlocks in 2024 .