Scott Tozier
INTERNATIONAL PAPER CO /NEW/About Scott A. Tozier
Independent director of International Paper since 2024; age 59; former EVP & CFO of Albemarle (2011–2023) and strategic advisor to Albemarle’s CEO through 2025; certified public accountant with deep finance, M&A, and sustainability oversight experience; currently serves on IP’s Audit & Finance and Public Policy & Environment committees and is designated an Audit Committee Financial Expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Albemarle Corporation (NYSE: ALB) | EVP & CFO | 2011–2023 | Led all aspects of financial management; oversight of sustainability; at times IT, procurement, logistics, shared services . |
| Albemarle Corporation | Strategic Advisor to CEO | 2023–2025 | Senior advisory role to CEO post-CFO tenure . |
| Honeywell (NASDAQ: HON) | Senior financial roles | 1994–2011 | 16 years in various senior finance positions across a diversified industrial conglomerate . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ashland Inc. (NYSE: ASH) | Director | Current | Public company directorship; no related-party transactions with IP disclosed . |
Board Governance
- Committee assignments: Member, Audit & Finance Committee (7 meetings; 97% committee attendance aggregate) and Public Policy & Environment Committee (6 meetings; 100% committee attendance aggregate); audit financial expert designation confirmed by the Board .
- Independence: IP Board determined all non‑employee directors (including Tozier) are independent under NYSE and IP standards; all standing committees comprised entirely of independent directors .
- Board engagement: Board met 10 times in 2024 with 98% average attendance; all directors attended the 2024 annual meeting; independent director executive sessions after each regular Board and committee meeting .
- Lead Independent Director structure: Robust lead director duties (agendas, executive sessions, evaluation of CEO, shareholder liaison) provide counterbalance to combined Chair/CEO .
Fixed Compensation
| Component | Detail |
|---|---|
| Annual retainer (Board) | $283,000 total: $120,000 cash + $163,000 equity for May 2024–Apr 2025 service year; directors may elect equity in lieu of cash with 20% premium . |
| Committee fees | Audit Chair $25,000; Audit member $10,000; MDCC Chair $20,000; Governance Chair $20,000; PPE Chair $20,000; Lead Director $27,500 . |
| Tozier’s 2024 compensation | Total $290,585 in stock awards; no cash reported; granted 7,532 shares on May 21, 2024; 7,745 unvested shares/RSUs outstanding at 12/31/2024 . |
| Insurance/indemnification | Life, travel accident, D&O insurance and indemnification per By‑Laws . |
Performance Compensation
| Metric | Weighting | Design | Notes |
|---|---|---|---|
| None for directors | N/A | Director pay comprises cash retainers and time‑based restricted stock/RSUs; no performance metrics, options, or PSU awards are used for director compensation . | |
| Options repricing | N/A | Company policy prohibits option repricing; Company has not granted stock options in ~20 years . |
Other Directorships & Interlocks
| Company | Relationship to IP | Transaction Exposure | Disclosure Status |
|---|---|---|---|
| Ashland Inc. (NYSE: ASH) | None disclosed | None disclosed | No related‑party transactions involving Tozier reported; Board’s independence review found no impairment; routine arms‑length thresholds cited for directors with commercial ties (examples provided for Avient, Mars, not Ashland) . |
Expertise & Qualifications
- CFO, finance, and capital markets expertise; led a 500‑person team and finance operations across Albemarle, with responsibility spanning M&A, sustainability, and support functions; CPA credential .
- Audit committee financial expert designation under SEC rules; serves on IP’s Audit & Finance and PPE committees covering financial integrity, cybersecurity, sustainability, EHS, and public policy oversight .
- Industrial and manufacturing exposure via Albemarle and Honeywell; relevant to IP’s capital‑intensive operations and risk oversight .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Shares of common stock held | 25 | As of March 14, 2025; less than 1% of class . |
| Stock units held | 7,745 | Director RSUs/deferred units; not convertible into common shares . |
| Unvested shares/RSUs outstanding | 7,745 | As of December 31, 2024 . |
| Director ownership guideline | $566,000 | 2× annual retainer; assessed as of Dec 31, 2024; new directors have 4 years to comply . |
| Compliance status | Not yet met | New director (May 2024); falls within permitted 4‑year compliance window . |
| Hedging/pledging | Prohibited | Strict anti‑hedging/anti‑pledging provisions for directors . |
Governance Assessment
- Strengths for investor confidence: Independent director with CFO pedigree and CPA; audit committee financial expert; committees with high aggregate attendance (Audit 97%, PPE 100%); robust independence determinations; strong anti‑hedging/pledging policy; no director‑level related‑party transactions disclosed for Tozier; director compensation delivered largely in equity to align interests .
- Ownership alignment: Below the $566k guideline currently, but compliant with four‑year ramp to requirement for new directors; equity grants and deferral mechanics support long‑term alignment .
- Compensation and governance environment: No options/repricing; clawback and pay governance strong for officers; shareholders supported Say‑on‑Pay at ~96% in May 2024, indicating broad support for compensation practices and governance framework .
- Potential red flags and conflicts: None disclosed specific to Tozier; Ashland directorship not flagged in related‑party reviews; Board’s independence process applies materiality thresholds to routine commercial relationships and found no impairments .
Overall signal: Tozier’s audit expertise, independence, and committee roles are positives for board effectiveness; the only watch‑item is ramping equity ownership to meet guidelines within the allowed timeframe, which is typical for newly appointed directors .