Kathryn Sullivan
INTERNATIONAL PAPER CO /NEW/About Kathryn D. Sullivan
Kathryn D. Sullivan (age 73) has served on IP’s Board since 2017 and is independent under NYSE and IP’s enhanced standards . A former NASA astronaut and NOAA Administrator, she is Ambassador-at-Large at the Smithsonian National Air & Space Museum and Senior Fellow at the Potomac Institute for Policy Studies . Her board tenure is 8 years, with core credentials in sustainability oversight, technical leadership, and public policy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NOAA (U.S. Dept. of Commerce) | Under Secretary of Commerce for Oceans & Atmosphere; NOAA Administrator | 2014–2017 | Led national sustainability and climate programs |
| Battelle Center, Ohio State Univ. | Director | 2006–2011 | Science, engineering & public policy leadership |
| COSI (Center of Science & Industry) | President & CEO | 1996–2005 | Executive leadership, budgeting |
| NASA | Mission Specialist; first American woman to walk in space | 1978–1993 | Technical, mission operations, over 500 hours in space |
| Smithsonian National Air & Space Museum | Charles A. Lindbergh Fellow of Aerospace History | Mar–Aug 2017 | Research and aerospace history |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Accenture Federal Services, LLC | Board of Directors | Current | Federal services governance |
| Terra Alpha Investments, LLC | Advisory Board | Current | Sustainable investing advisory |
| National Academy of Engineering | Member | Current | Professional recognition |
| American Academy of Arts & Sciences | Member | Current | Professional recognition |
| National Academy of Public Administration | Member | Current | Professional recognition |
| Other public company boards | Former director | 1997–2011 | Historical experience; none currently |
Board Governance
- Independence: Independent director; all non‑employee directors are independent; standing committees are entirely independent .
- Committee assignments and chair roles:
- Public Policy & Environment (PPE) Committee – Chair; 6 meetings in 2024; 100% attendance .
- Audit & Finance Committee – Member; 7 meetings; 97% attendance .
- Executive Committee – Member (committee meets only when quorum of full Board cannot be convened) .
- Board attendance and engagement:
- Board met 10 times in 2024; average attendance 98%; all directors attended the 2024 annual meeting; executive sessions held after each regular Board and committee meeting .
- Lead Independent Director: Christopher M. Connor, with robust responsibilities and authority .
| Committee | Role | 2024 Meetings | Attendance |
|---|---|---|---|
| Public Policy & Environment | Chair | 6 | 100% |
| Audit & Finance | Member | 7 | 97% |
| Executive | Member | 0 | NA |
Fixed Compensation
| Element | Amount (2024–2025 cycle) | Notes |
|---|---|---|
| Board Cash Retainer | $120,000 | Paid monthly |
| Equity Retainer | $163,000 | Granted in restricted stock; directors may elect RSUs if deferred; grant value set using closing price preceding annual meeting (May 13, 2024) |
| Audit & Finance Chair Fee | $25,000 | |
| Audit & Finance Non‑Chair Member Fee | $10,000 | Applicable to Sullivan as committee member |
| Governance Chair Fee | $20,000 | |
| PPE Chair Fee | $20,000 | Applicable to Sullivan as PPE chair |
| Lead Director Fee | $27,500 |
| Kathryn D. Sullivan – 2024 Director Compensation | Amount |
|---|---|
| Fees Earned or Paid in Cash | $125,000 |
| Stock Awards (grant date fair value) | $163,001 (based on closing price on May 13, 2024) |
| Total | $288,001 |
| Unvested shares/RSUs outstanding (12/31/2024) | 5,264 |
Program features:
- Optional conversion of all or 50% of cash fees into restricted stock with a 20% premium; multiple directors elected this in 2024 .
- Deferral option into RSUs; RSUs settle in cash at retirement/death/disability; dividends accrue and are paid at vest/settlement .
Performance Compensation
- Directors do not receive performance cash bonuses or PSUs; equity is delivered as annual director restricted stock/RSUs under the non‑employee director program .
- Clawback provisions apply to executive incentive awards; directors are covered by strict anti‑hedging/anti‑pledging trading policies; no tax gross‑ups .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Sullivan |
| External boards/advisory | Accenture Federal Services; Terra Alpha Investments |
| Interlocks/conflicts with IP competitors/suppliers | None disclosed; independence confirmed; related‑party transaction review found no impairing relationships for directors; examples noted involved other directors (Avient, Mars) and were immaterial under IP’s standard |
Expertise & Qualifications
- Sustainability and public policy oversight; chairs PPE Committee overseeing environment, health & safety, sustainability (including climate), public policy, and relevant technology/cyber issues .
- Technical and leadership background from NASA (first American woman to walk in space; 500+ hours) and NOAA .
- Finance/budget experience from prior CEO role at COSI and audit/finance committee service .
Equity Ownership
| Holder | Shares of Common Stock | Stock Units (cash-settled) | % of Class |
|---|---|---|---|
| Kathryn D. Sullivan | 37,452 | 0 | <1% |
| Unvested Director Shares/RSUs (12/31/2024) | 5,264 | — | — |
Policy alignment:
- Director stock ownership guideline: 2× total annual Board retainer ($566,000), with 4 years to comply; as of 12/31/2024, all directors except new 2024/2025 appointees met requirements, implying Sullivan meets the guideline .
- Strict prohibitions on hedging and pledging for officers and directors .
Governance Assessment
- Board effectiveness: Sullivan’s PPE Chair role and Audit & Finance membership place her at the center of key oversight areas (sustainability, EHS, public policy, cybersecurity, financial reporting and audit) with high committee attendance (PPE 100%, A&F 97%) and Board average attendance of 98% in 2024; all directors attended the annual meeting, indicating strong engagement .
- Independence & conflicts: Confirmed independent; no related‑party transactions disclosed involving Sullivan; IP’s Related Person Transactions Policy enhanced for LSE secondary listing and governance committee reviews conflicts proactively .
- Compensation & alignment: Balanced director pay with meaningful equity component; Sullivan received $163,001 in stock awards and $125,000 cash in 2024; ownership guideline compliance and anti‑hedging/pledging policies support alignment with long‑term investors .
- Signals to investors: High 2024 Say‑on‑Pay support (≈96%) reflects broad shareholder approval of compensation governance; Board maintains executive sessions and robust Lead Director role to balance combined Chair/CEO structure .
- RED FLAGS: None evident. No hedging/pledging, no director‑related party transactions disclosed for Sullivan, no tax gross‑ups; committee workloads and attendance are strong .