Joy Roman

About Joy Roman

Joy N. Roman is Senior Vice President, Chief People & Strategy Officer at International Paper, appointed effective February 3, 2025, and a member of the CEO’s Executive Leadership Team focused on culture and enterprise strategy . The company’s recent performance metrics that underpin executive incentives include 2024 Adjusted EBITDA of $2.0B, Earnings from Continuing Operations of $557M, $1.7B net cash provided by operations, and $643M in dividends; the 2024 Short‑Term Incentive (AIP) paid at 179.1% of target and the 2022–2024 PSU program vested at 131.88% of target based on Adjusted ROIC and 86th percentile relative TSR .

Past Roles

Prior roles and external biography for Ms. Roman were not disclosed in IP’s 2025 proxy or the 8‑K filings reviewed; only her appointment and remit are noted .

External Roles

• Not disclosed in company filings reviewed for the period; no external directorships or appointments for Ms. Roman are listed in IP’s proxy or 8‑K items referencing senior leadership changes .

Fixed Compensation

• Base salary, target bonus %, and actual bonus paid for Ms. Roman are not disclosed in the 2025 proxy; NEO tables cover other executives and 2024 compensation .
• Officer stock ownership requirements apply: Senior Vice President must hold 3× base pay in IP shares and retain 50% of after‑tax equity payouts until meeting the guideline (company‑wide policy) .

Performance Compensation

2025 incentive design that will govern Ms. Roman’s awards (program‑level):

• Long‑Term Incentive (LTIP) for ELT is 100% PSUs, with the sole metric Relative TSR vs an expanded S&P Composite 1500 Materials peer cohort; 3‑year performance period; payout range 0–200% .
• Short‑Term Incentive (AIP) shifts to business‑unit‑specific metrics and removes individual modifiers beginning in 2025 to encourage team performance .

2024 AIP metrics and outcomes (company context):

2024–2026 LTIP PSU metrics (program‑level):

PSU vesting guardrails: MDCC can reduce achievement if absolute TSR <0%; PSUs and RSUs follow standard three‑year schedules (RSUs vest one‑third annually on Feb 1) .

Equity Ownership & Alignment

Employment Terms

Executive Severance Plan (effective Feb 11, 2025) – program rules relevant to senior vice presidents (Tier II definition includes board‑appointed executive officers and senior vice presidents):

• Qualifying termination (without cause or for Good Reason): lump‑sum severance equals 1.5× Total Cash Compensation (base + target AIP); pro‑rata AIP; continued health benefits for up to 1.5 years; outplacement up to $40,000; unvested equity treated per plan rules; subject to restrictive covenants and release .
• Good Reason includes material duty reduction, material pay cut, relocation >50 miles, or material breach, with notice and cure periods .
• ERISA‑governed plan with clawback of severance for covenant breaches; six‑month delay for specified employees if 409A applies .

Change‑in‑Control (CIC) framework (program‑level):

• Double‑trigger required (CIC plus qualifying termination) for cash severance and equity vesting; no tax gross‑ups; “best‑net” cutback to avoid 280G excise tax if beneficial .
• Under updated Tier II CIC terms adopted in 2024/2025, senior vice presidents are eligible for 2× base + target AIP cash severance, up to two years of health benefits, and accelerated/replacement equity vesting consistent with program rules .

Non‑Compete/Non‑Solicit:

• Executives must maintain non‑compete and non‑solicit agreements; violations can trigger forfeiture or clawback of incentive awards .

Compensation Committee, Peer Benchmarking, and Say‑on‑Pay

• Independent MDCC oversees metrics, plans, and pay decisions with FW Cook as independent consultant; management leverages Meridian and WTW for benchmarking .
• 2024 Compensation Comparator Group (CCG) spans 18 industrials (Ball, Berry, Eaton, Emerson, Nucor, PCA, PPG, etc.) for market‑median targeting and design benchmarking .
• Say‑on‑Pay approval: approximately 96% support in May 2024; Board adopted an Executive Severance Plan in 2025 after broad shareholder engagement .

Company Performance Context (2024)

Investment Implications

• Alignment: Moving ELT to 100% PSUs on relative TSR (3‑year) increases pay‑for‑performance sensitivity and ties Ms. Roman’s equity economics directly to market‑relative value creation, reducing risk of windfall on absolute moves and mitigating short‑termism .
• Governance and risk controls: Strong anti‑pledging/hedging policies, robust clawback, and ownership/retention requirements limit hedging and forced‑sale risk and promote durable alignment .
• Change‑in‑control and severance economics: Double‑trigger CIC, “best‑net” excise tax methodology, and market‑standard severance multiples balance retention with shareholder protections; no tax gross‑ups lower governance risk .
• AIP and business‑unit metrics: 2025 STI design removes individual modifiers and emphasizes business‑unit metrics, which should enhance collaboration and operational execution, a lever Ms. Roman influences via talent systems and strategy .

Data gaps: Ms. Roman’s specific base salary, bonus targets, and grant values were not disclosed in the 2025 proxy or 8‑Ks reviewed; ownership is only shown at the all‑insiders group level. Program‑level terms above define the economic framework governing her incentives and protections .