Clinton Lewis Jr.
INTERNATIONAL PAPER CO /NEW/About Clinton A. Lewis, Jr.
Independent director at International Paper since 2017; age 58. Currently CEO of AgroFresh Solutions, Inc. (since April 2021); previously Executive Vice President and Group President at Zoetis with leadership over international operations, commercial development, lifecycle innovations, global genetics and PHARMAQ (2015–Feb 2020), and earlier President of U.S. Operations (2015–2018) and President of International Operations (2013–2015). Began his career at Pfizer in 1988 with roles of increasing responsibility in commercial operations and general management. Core credentials emphasized by the board include international operations, strategy, and experience leading large, diversified, global businesses. He chairs the Governance Committee and serves on the Management Development & Compensation Committee and the Executive Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zoetis Inc. | EVP & Group President (International Ops, Commercial Dev., Lifecycle Innovations, Global Genetics, PHARMAQ) | 2015–Feb 2020 | Led multiple global operating and innovation areas; experience in global manufacturing and strategy |
| Zoetis Inc. | President, U.S. Operations | 2015–2018 | U.S. commercial leadership, large-scale P&L oversight |
| Zoetis Inc. | President, International Operations | 2013–2015 | Managed non-U.S. operations; international expansion |
| Pfizer Inc. (Human Health) | Various commercial and general management roles | 1988–2013 | Progressive leadership in commercial operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AgroFresh Solutions, Inc. | Chief Executive Officer | Apr 2021–present | Leads global post-harvest produce solutions company |
| International Fresh Produce Association (IFPA) | Executive Committee Member; Treasurer | Current | Industry leadership and financial stewardship role |
Board Governance
| Item | Detail |
|---|---|
| Independence Status | Independent; all non-employee directors are independent; 10 of 11 nominees independent |
| Board Tenure | Director since 2017 |
| Committee Assignments | Governance Committee (Chair); Management Development & Compensation Committee (Member); Executive Committee (Member) |
| 2024 Committee Activity | Governance Committee: 7 meetings; 96% attendance rate. MDCC: 7 meetings; 97% attendance rate. Executive Committee: 0 meetings in 2024 |
| Board Attendance | Board met 10 times in 2024; average director attendance 98% |
| Annual Meeting Attendance | All directors attended the 2024 annual meeting |
| Lead Independent Director | Christopher M. Connor (independent LID; executive sessions without management at every Board meeting) |
| Governance Committee Scope (Chair role) | Oversees corporate governance principles, reviews conflicts/related-person transactions, nominates directors, addresses shareholder communications, recommends non-employee director compensation, assists in Board self-assessment |
| MDCC Scope | Oversees executive compensation, performance evaluations (CEO), leadership development and succession; uses independent consultant FW Cook |
| Board Refreshment | Governance Committee led refresh adding Jamie A. Beggs, Scott A. Tozier (2024) and David A. Robbie (2025) |
Fixed Compensation
| Program Element (2024–2025 Service Year) | Amount ($) |
|---|---|
| Cash Retainer | 120,000 |
| Equity Retainer | 163,000 |
| Committee Chair Fee – Governance | 20,000 |
| Committee Chair Fee – MDCC | 20,000 |
| Audit & Finance Committee Member Fee | 10,000 |
| Public Policy & Environment Chair | 20,000 |
| Lead Director Fee | 27,500 |
| Notes | No changes to non-employee director fees for 2024–2025 vs prior year; 58% of regular board fees paid in equity |
| Clinton A. Lewis, Jr. – 2024 Director Compensation (Fiscal Year) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | — (elected equity) |
| Stock Awards (Grant-Date Fair Value) | 327,004 |
| Total | 327,004 |
| Program Mechanics | Directors may convert cash to equity with a 20% premium; equity generally vests one year from grant; option to defer equity into RSUs paid in cash at retirement/death/disability |
Performance Compensation
| Component | Performance-Conditioned? | Detail |
|---|---|---|
| Director Equity Retainer | No | Time-based restricted stock/RSUs; restrictions lapse after one year; no operating or TSR metrics apply to director equity |
Note: International Paper’s incentive metrics (Adjusted EBITDA, Revenue, Cash Conversion; PSU metrics include ROIC and Relative TSR) apply to executives (NEOs), not non-employee directors. Director equity is not tied to performance metrics.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current Public Company Boards | None |
| Non-profit/Industry Boards | International Fresh Produce Association – Executive Committee & Treasurer |
| Potential Interlocks/Conflicts | Governance Committee reviewed relationships for independence; transactions evaluated included Avient and Mars (other directors’ employers); no impairment of independence found. No related-person transactions involving Mr. Lewis disclosed |
| Compensation Committee Interlocks | None during 2024 (no MDCC member was a current/former IP officer; no cross-committee interlocks) |
Expertise & Qualifications
- CEO experience and leadership of global operations at AgroFresh and Zoetis; international operations and strategic planning expertise aligned with IP’s manufacturing footprint and growth markets .
- Board assigns him Governance Committee chair responsibilities (nominations, governance standards, conflicts oversight), signaling confidence in his governance acumen and independence .
Equity Ownership
| Ownership Item (as of stated date) | Amount |
|---|---|
| Shares of Common Stock Held (3/14/2025) | 0 |
| Stock Units Owned (3/14/2025) | 64,911 (director plan units; paid in cash at retirement; not counted as beneficial shares) |
| Percentage of Class | <1% (“*” in proxy) |
| Unvested Shares/RSUs Outstanding (12/31/2024) | 64,913 |
| Director Ownership Guideline | 2× annual retainer = $566,000 through Apr 30, 2025 |
| Compliance Status (12/31/2024) | Met (all directors met requirement except three recent appointees) |
| Hedging/Pledging | Prohibited for officers and directors; strong anti-hedging and anti-pledging provisions |
Governance Assessment
- Strengths
- Governance Chair overseeing director nominations, conflicts, and shareholder communications; committee effectiveness evidenced by board refresh and robust self-assessment process .
- Member of MDCC with independent consultant support (FW Cook); 2024 pay-risk assessment found no compensation practices encouraging excessive risk .
- High governance and engagement context: independent majority, executive sessions every meeting, strong anti-hedging/anti-pledging, director stock ownership guidelines, and Say-on-Pay support ~96% in 2024, all supportive of investor confidence .
- Director compensation mix is equity-heavy (100% equity in 2024 for Mr. Lewis), aligning incentives with shareholders; ability to convert cash to equity with 20% premium further supports alignment .
- Conflicts/Related-Party Exposure
- No related-person transactions involving Mr. Lewis disclosed; independence affirmed under NYSE and IP’s heightened standards; related-person policy updated for LSE secondary listing .
- Attendance and Engagement
- Board and committee attendance rates were very high in 2024 (Board average 98%; Governance 96%; MDCC 97%); all directors attended the 2024 annual meeting .
- RED FLAGS
- None disclosed: no insider conflicts, no pledging, no hedging, no MDCC interlocks; director equity not performance-conditioned but combined with stringent ownership guidelines and equity-heavy pay .