Joseph Saab
Senior Vice President, General Counsel and Corporate Secretary at 
INTERNATIONAL PAPER CO /NEW/
INTERNATIONAL PAPER CO /NEW/Executive
About Joseph Saab
Joseph R. Saab is Senior Vice President, General Counsel and Corporate Secretary of International Paper (IP). He has served in this role since July 2022 and also served as interim Senior Vice President, Human Resources and Corporate Affairs from August 2024 to February 2025. He joined IP in 2001 and is currently 56 years old . IP’s pay programs tie annual incentive payouts to Adjusted EBITDA, Revenue and Cash Conversion, and long‑term equity to three‑year Adjusted ROIC and relative TSR. For 2023, the AIP paid at 22.7% of target, and the 2021–2023 PSU cycle paid at 75.17% of target . For 2024, Company AIP performance achieved 179.1% of target and the 2022–2024 PSU cycle paid at 131.88% of target .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| International Paper | SVP, General Counsel & Corporate Secretary | Jul 2022–present | Chief legal officer; corporate secretary to the Board |
| International Paper | Interim SVP, Human Resources & Corporate Affairs | Aug 2024–Feb 2025 | Supported leadership transition and people strategy during transformation and DS Smith integration |
| International Paper | VP, Deputy General Counsel & Assistant Corporate Secretary | 2019–2022 | Deputy to GC; governance support |
| International Paper | Associate GC – Industrial Packaging North America, EMEA | 2014–2019 | Legal leadership for major business regions |
| International Paper | Various legal roles | 2001–2014 | Joined IP in 2001 |
External Roles
- None disclosed in IP’s filings .
Fixed Compensation (most recent disclosed year – 2023)
| Component | Amount (USD) | Notes |
|---|---|---|
| Base Salary | $541,667 | 2023 salary; became NEO in 2023 |
| All Other Compensation | $71,045 | Retirement savings, matching, insurance and other perquisites (see SCT footnotes) |
Performance Compensation
| Element | Metric/Grant | Weight/Terms | 2023 Result |
|---|---|---|---|
| Annual Incentive Plan (AIP) | Adjusted EBITDA | 70% | 0% of target (below threshold) |
| Revenue | 20% | 50.8% of target; weighted 10.2% | |
| Cash Conversion | 10% | 125.6% of target; weighted 12.5% | |
| Total AIP Payout Factor | — | 22.7% of target | |
| Saab – AIP Paid (2023) | — | — | $90,600 |
| Long‑Term Incentive (grant mix) | PSUs (Adjusted ROIC, relative TSR) | 80% of LTI | PSU metrics and peer group detailed; 3‑year cliff vest post‑approval |
| RSUs | 20% of LTI | Time‑based; 1/3 vest annually on Feb 1 |
Detailed 2023 grant to Saab:
- PSUs: Target 41,636 units (threshold 5,205; max 83,272)
- RSUs: 7,565 units
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 20,055 IP common shares (<1% of class) as of Mar 15, 2024 |
| Unvested/Outstanding equity | 64,379 unvested units, valued at $2,327,301 as of Dec 31, 2023 (at $36.15) |
| Stock vested in 2023 | 4,657 shares; value $190,227 |
| Vesting cadence | RSUs vest 1/3 each Feb 1 after first anniversary; PSUs settle in Feb following 3‑year performance period |
| Ownership guidelines | Officers must hold IP shares equal to a multiple of base salary; Senior Vice President level = 3x base salary; unvested RSUs/PSUs do not count toward compliance |
| Anti‑hedging/pledging | Officers and directors are strictly prohibited from hedging or pledging IP securities or holding in margin accounts |
Implications for selling pressure
- Annual RSU tranches vest on or around Feb 1 each year, and PSU cycles settle in early February after performance approval (e.g., 2022–2024 PSP paid at 131.88%)—potential release of shares in early February cycles .
Employment Terms
| Topic | Terms |
|---|---|
| Executive Severance (adopted Feb 11, 2025) | Saab is a participant. If terminated without cause or for good reason (non‑CIC): 1.5x Total Cash Compensation (base + target bonus) lump sum; earned but unpaid AIP; pro‑rated current‑year AIP; continuation of health and welfare benefits for 1.5 years; outplacement up to $40,000; subject to release and restrictive covenants; no duplication with other severance; if termination within one year post‑CIC, the CIC agreement controls . |
| Change‑in‑Control (legacy terms at 12/31/2023) | Double‑trigger. On qualifying termination within two years of CIC: cash severance = 2x (salary + target AIP) for SVP level; additional pension credit via Pension Restoration Plan (2 years); continued medical/dental for two years; accelerated vesting of outstanding equity per plan rules, subject to assumptions in proxy . |
| Illustrative CIC payout (12/31/2023) | Lump sum severance $1,900,000; lump sum pension $894,546; continued benefits $28,198; accelerated equity $2,098,900; total pre‑tax benefit $4,921,644; plus pension annuity $52,973/year (assumptions per proxy) . |
| Involuntary termination w/o cause (12/31/2023 proxy basis) | Lump sum severance $687,138; vesting of equity $597,614; continued benefits $61,499 (pre‑2025 policy) . |
| Clawback & forfeiture | Dodd‑Frank‑compliant clawback policy plus discretionary clawback for conduct detrimental to IP; non‑compete and non‑solicit agreements enforced; severance benefits subject to recoupment and compliance . |
Investment Implications
- Pay‑for‑performance alignment: Saab’s 2023 AIP paid just $90,600 amid a 22.7% corporate payout factor, while equity remains the primary at‑risk component (PSUs and RSUs). This aligns legal leadership compensation with IP’s topline, cash efficiency and long‑term TSR/ROIC outcomes, reducing misalignment risk .
- Retention and severance risk: The new 2025 Executive Severance Plan grants Tier II multiples (1.5x Total Cash Compensation) with pro‑rated bonuses and benefits, improving predictability versus ad hoc severance and supporting executive retention during transformation and DS Smith integration. CIC terms remain double‑trigger with legacy 2x multiple, preserving change‑in‑control alignment while capping windfalls .
- Potential selling windows: RSU tranches vest annually on Feb 1 and PSUs settle in early February post‑approval (the 2022–2024 PSU cycle paid at 131.88%), creating recurring early‑February supply risk; however, officer ownership/retention requirements mitigate wholesale disposal behavior .
- Governance quality signals: Anti‑hedging/pledging prohibitions, robust clawback, and stock ownership requirements at 3x salary for SVPs indicate strong alignment and risk controls for executives in legal/governance functions .
Appendix: Reference Tables
Summary Compensation (2023 – Saab)
| Metric | 2023 |
|---|---|
| Salary | $541,667 |
| Stock Awards (grant‑date fair value) | $1,953,910 |
| Non‑Equity Incentive (AIP) | $90,600 |
| Change in Pension Value & NQDC Earnings | $101,166 |
| All Other Compensation | $71,045 |
| Total | $2,758,388 |
Saab 2023 Grants and Outstanding/Activity
| Item | Detail |
|---|---|
| 2023 PSU grant | Target 41,636 units (Thr 5,205; Max 83,272) |
| 2023 RSU grant | 7,565 units |
| Outstanding equity (12/31/2023) | 64,379 units; $2,327,301 value at $36.15 |
| Stock vested in 2023 | 4,657 shares; $190,227 value |
Plan Performance (company level)
| Plan | Period | Metrics | Company Result |
|---|---|---|---|
| AIP | FY 2023 | EBITDA 70%, Revenue 20%, Cash Conversion 10% | 22.7% of target |
| PSUs | 2021–2023 | Adj ROIC (50%), relative TSR (50%) | 75.17% of target |
| AIP | FY 2024 | EBITDA 70%, Revenue 20%, Cash Conversion 10% | 179.1% of target |
| PSUs | 2022–2024 | Adj ROIC (50%), relative TSR (50%) | 131.88% of target |
Ownership & Policies
| Topic | Disclosure |
|---|---|
| Beneficial ownership | 20,055 shares; <1% |
| SVP ownership guideline | 3x base salary; unvested equity does not count |
| Anti‑hedging/pledging | Strictly prohibited for officers/directors |
Severance & CIC
| Scenario | Key Terms |
|---|---|
| Executive Severance Plan (non‑CIC) | 1.5x Total Cash Comp (SVP); earned and pro‑rated AIP; 1.5 years benefits; $40k outplacement; release and covenants |
| CIC (legacy SVP) | 2x salary+target AIP; 2 years benefits; additional pension credit; double‑trigger; equity acceleration per plan |
All citations: .