Jacqueline Hinman
INTERNATIONAL PAPER CO /NEW/About Jacqueline C. Hinman
Independent director at International Paper since 2017 (age 63). She is Chair of the Management Development & Compensation Committee (MDCC), and also serves on the Governance Committee and the Executive Committee. Hinman is currently the Chief Executive Officer of Atlas Technical Consultants (private), and formerly served as Chairman, President and CEO of CH2M HILL Companies. Her background spans global engineering, infrastructure, environmental and sustainability, with extensive international operations and strategic planning experience .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| CH2M HILL Companies, Ltd. | Chairman; President & CEO | Chairman (from Sep 2014); President & CEO (Jan 2014–Dec 2017) | Led Fortune 500 engineering & consulting firm; board member (2008–2017) |
| CH2M International Division | President | 2011–2014 | Ran international division operations |
| Private practice | Senior operating consultant (engineering infrastructure, environmental, energy, industry) | 2017–2023 | Advised on operational improvement in engineering-heavy sectors |
External Roles
| Organization | Role | Tenure | Committees / Notes |
|---|---|---|---|
| Dow Inc. (NYSE: DOW) | Director | Current | Public multinational chemicals company |
| AECOM (NYSE: ACM) | Director | 2019–2022 | Infrastructure firm; former public company board |
| Catalyst (non-profit) | Director (former) | n/a | Focus on advancing women in the workplace |
| Business Roundtable | Executive Committee (former); chaired Infrastructure Committee | n/a | Policy leadership role |
| The Business Council | Member (former) | n/a | Executive policy forum |
Board Governance
| Topic | Details |
|---|---|
| Independence | All non-employee directors (including Hinman) are independent under NYSE and Company standards . |
| Committees & roles | MDCC Chair; Governance Committee member; Executive Committee member . |
| Committee responsibilities | MDCC oversees executive pay design, CEO evaluation, succession/talent, retirement/benefit plans, clawback policy administration . Governance reviews conflicts/related person transactions, board refreshment/nominees, director pay, and board self-assessment . |
| Meeting cadence & attendance | Board met 10 times in 2024; average attendance 98%. Executive sessions held after each regular Board and committee meeting. All directors attended the 2024 annual meeting. Committee attendance rates in 2024: Governance 96% (7 meetings); MDCC 97% (7 meetings) . |
| Shareowner engagement | 2024 outreach included 267 meetings with 229 institutional investors (63% of institutional shares) and 492 shareowners overall . |
| Say‑on‑pay support | 2024 say‑on‑pay received ~96% support; 10‑year average ~96% . |
| Anti‑hedging/pledging | Strict prohibitions for officers and directors; robust clawback policy adopted in 2023 and administered by MDCC . |
| Compensation consultant | MDCC’s advisor FW Cook is independent; no conflicts identified . |
| Interlocks | No MDCC interlocks or insider participation in 2024 . |
| Director stock ownership guideline | 2× annual Board retainer = $566,000 through Apr 30, 2025; all directors except three recent appointees meet—Hinman meets . |
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $120,000 | Payable monthly; 42% of total director fees . |
| Annual equity retainer | $163,000 | 58% of total; granted as restricted stock; 1‑year vest; dividends in cash or stock; may defer into RSUs (settle at retirement) . |
| Committee chair fee (MDCC) | $20,000 | Additional annual retainer for MDCC Chair . |
| Other committee fees | $10,000 (A&F member); $25,000 (A&F Chair); $20,000 (PPE Chair); $20,000 (Governance Chair) | If applicable; Hinman is not on A&F or PPE . |
| Lead Director fee | $27,500 | If applicable (not Hinman) . |
| 2024 director comp (Hinman) | $327,004 (stock awards); $0 cash; Total $327,004 | Elected to take equity in lieu of cash; amount is grant‑date fair value . |
Additional program design details:
- Directors can convert 50–100% of cash fees into stock and receive a 20% premium on the converted amount; 7 of 9 directors elected equity in 2024. Restrictions lapse after one year. Five of nine deferred equity into RSUs in 2024 .
Performance Compensation (MDCC oversight signals)
| 2024 Short‑Term Incentive (AIP) | Target | Actual | % of Target Earned | Weight | Weighted Contribution |
|---|---|---|---|---|---|
| Adjusted EBITDA (non‑GAAP) | $1.546B | $1.986B | 200.0% | 70% | 140.0% |
| Revenue | $18.790B | $18.618B | 95.4% | 20% | 19.1% |
| Cash Conversion (non‑GAAP) | 56.9% | 67.0% | 200.0% | 10% | 20.0% |
| Total AIP Payout | 100% | 179.1% |
| 2024–2026 Long‑Term Incentive (LTIP) | Metric | Weight | Threshold | Target | Maximum |
|---|---|---|---|---|---|
| PSUs – Adjusted ROIC (non‑GAAP) | Performance vs plan | 50% | 3.0% (50%) | 5.0% (100%) | 8.0% (200%) |
| PSUs – Relative TSR | Percentile vs TSR peers | 50% | 25th (25%) | 50th (100%) | 75th (200%) |
Governance implications:
- Metrics emphasize profit quality (Adjusted EBITDA), capital efficiency (Cash Conversion, ROIC), and investor alignment (relative TSR). Payout caps/thresholds and multi‑metric design mitigate risk; clawback applies to incentive awards .
Other Directorships & Interlocks
- Current public board: Dow Inc. (DOW). Prior: AECOM (2019–2022). No compensation committee interlocks for IP in 2024. The independence review of related transactions highlighted routine dealings with Avient and Mars (other directors’ employers), but none involving Hinman or Dow were disclosed .
Expertise & Qualifications
- Former Chairman/CEO of CH2M and current CEO of Atlas bring senior leadership in complex, global, engineering‑intensive operations; expertise in environmental and sustainability matters; international operations; strategic planning; and governance .
Equity Ownership
| Metric | Value | As‑of | Note |
|---|---|---|---|
| Common shares owned (direct/indirect) | 60,510 | Mar 14, 2025 | Security ownership table |
| Unvested restricted stock/RSUs outstanding | 10,124 | Dec 31, 2024 | Aggregate unvested and RSUs |
| Ownership as % of shares outstanding | ~0.0115% | Mar 14, 2025 | 60,510 / 527,875,740 shares outstanding |
| Ownership guideline | 2× annual retainer ($566,000) | Through Apr 30, 2025 | Guideline level |
| Guideline compliance | Meets requirement | Dec 31, 2024 | All directors met except three recent appointees (Hinman not among exceptions) |
| Hedging/pledging | Prohibited for directors | Current policy | Anti‑hedging and anti‑pledging provisions |
Governance Assessment
- Strengths: Independent MDCC Chair; robust pay governance (multi‑metric STI/LTI, strong clawback, anti‑hedging/pledging); high Board and committee attendance; strong say‑on‑pay support; no MDCC interlocks; ownership guideline met—indicating alignment with shareholders .
- Potential watch items: External workload (CEO of Atlas + IP + Dow board); Board’s overboarding policy requires directors to consult before accepting new public boards, but sets no hard cap—no concerns disclosed by IP’s Governance Committee regarding Hinman’s independence or performance .
- Related‑party/Conflicts: No Hinman‑specific related‑party transactions disclosed; independence affirmed under enhanced standards; director transactions reviewed annually by Governance Committee .
Overall signal: As MDCC Chair, Hinman oversaw 2024–2025 enhancements including change‑in‑control agreement updates and adoption of a new Executive Severance Plan, aligning severance design with market norms and shareholder preferences—a constructive governance development for investors .