Tom Hamic
Executive Vice President and President, North American Packaging Solutions at 
INTERNATIONAL PAPER CO /NEW/
INTERNATIONAL PAPER CO /NEW/Executive
About Tom Hamic
W. Thomas “Tom” Hamic is Executive Vice President and President, North American Packaging Solutions at International Paper, promoted effective September 1, 2024, after 32 years with IP (joined in 1992) leading commercial, containerboard, cellulose fibers and recycling businesses . Company performance underpinning his incentives: 2024 Adjusted EBITDA was $2.0B and cash conversion exceeded target; AIP paid at 179.1% of target; and the 2022–2024 PSU cycle vested at 131.88% with relative TSR at the 86th percentile . IP reported 2024 revenue of $18.618B and returned $643M in dividends, aligning incentive outcomes with cash generation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| International Paper | EVP & President, North American Packaging Solutions | 2024–present | Leads IP’s largest North American integrated packaging business, executing 80/20 performance system . |
| International Paper | SVP, North American Container and Chief Commercial Officer | 2023–2024 | Drove commercial strategy and container operations . |
| International Paper | SVP, Global Cellulose Fibers IP Asia & Enterprise Commercial Excellence | 2020–2022 | Led IP Asia and enterprise commercial excellence initiatives . |
| International Paper | SVP, Containerboard & Enterprise Commercial Excellence | 2019 | Advanced containerboard operations and enterprise commercial excellence . |
| International Paper | VP, Containerboard & Recycling | 2015 | Managed containerboard and recycling businesses . |
| International Paper | VP, Finance & Strategy | 2013 | Led finance/strategy supporting growth and efficiency . |
| International Paper | VP & GM, Container – The Americas | 2009 | P&L leadership over Americas container operations . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external board roles disclosed in the proxy for Hamic . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 516,667 | 600,000 | 675,000 |
| Target Bonus (% of Salary) | — | — | 100% |
| Actual AIP/Bonus Paid ($) | 150,900 | 113,300 | 1,104,460 |
| All Other Compensation ($) | 92,075 | 86,817 | 75,821 |
| Total Compensation ($) | 1,864,257 | 3,342,765 | 5,822,018 |
Performance Compensation
2024 Short-Term Incentive (AIP) – Company Metrics and Outcomes
| Metric | Target | Actual | Payout vs Target | Weight | Weighted Contribution |
|---|---|---|---|---|---|
| Adjusted EBITDA ($) | 1.546B | 1.986B | 200.0% | 70% | 140.0% |
| Revenue ($) | 18.790B | 18.618B | 95.4% | 20% | 19.1% |
| Cash Conversion (%) | 56.9% | 67.0% | 200.0% | 10% | 20.0% |
| Total AIP Payout vs Target | 100% | 179.1% |
2022–2024 Performance Stock Units (PSUs) – Results
| Metric | Target | Actual | Payout vs Target | Weight | Weighted Contribution |
|---|---|---|---|---|---|
| 3-Year Adjusted ROIC | 9.0% | 7.55% | 63.75% | 50% | 31.88% |
| Relative TSR (percentile) | 50th | 86th | 200.0% | 50% | 100.00% |
| Total PSU Payout | 100% | 131.88% |
2024–2026 Long-Term Incentive (PSUs) – Design
| Component | Metric | Weight | Payout Scale |
|---|---|---|---|
| PSUs | Adjusted ROIC | 50% | 0% at <Threshold; 50% at Threshold; 100% at Target; 200% at Max |
| PSUs | Relative TSR | 50% | 0% below 25th; 25% at 25th; 100% at 50th; 200% ≥75th |
| RSUs | Time-based | n/a | Vest ratably over 3 years (Feb 1 each year) |
Equity Ownership & Alignment
- Beneficial ownership: 74,861 shares held and 14,422 stock units as of March 14, 2025; under 1% of shares outstanding .
- Officer stock ownership guideline: Executive Vice President must hold 4x base pay and retain 50% of net shares until met; unvested RSUs/PSUs do not count toward the guideline .
- Anti-hedging/pledging: Officers and directors are strictly prohibited from hedging or pledging IP securities and from holding IP stock in margin accounts .
Outstanding Equity Awards at December 31, 2024 (partial)
| Award Type | Units Outstanding | Market Value Basis |
|---|---|---|
| 2022 PSP PSUs | 24,719 | Values use $53.82 closing price at 12/31/24 |
| 2023 LTIP RSUs | 9,846 | |
| 2023 LTIP PSUs | 56,222 | |
| 2024 LTIP RSUs | 15,013 | |
| 2024 LTIP PSUs | 57,388 | |
| 2024 Recognition RSUs | 30,280 (incl. dividend equivalents) |
Vesting Schedules and Upcoming Supply
- Standard LTIP RSUs vest ratably over 3 years on February 1; dividend equivalents accrue and are paid in shares at settlement .
- 2024 Recognition Award: 30,000 RSUs granted June 14, 2024; fully vests April 1, 2026 (accelerated vesting upon certain involuntary terminations) .
Employment Terms
| Scenario | Cash Severance | Pension/Deferred Lump Sum | Continued Benefits | Equity Vesting |
|---|---|---|---|---|
| Qualifying CIC termination (double trigger) | 2.0x (base + 2024 target AIP) = $2,600,000 | $2,386,686 | $29,830 | $10,610,540 |
| Involuntary termination without cause (no CIC) | $2,065,664 (Salaried Employee Severance Plan); includes unused vacation and actual 2024 AIP | — | $50,706 | $6,528,432 (prorated LTIP; recognition award not prorated) |
- Change-in-control framework: double-trigger equity vesting if replacement awards are provided; no vesting on CIC absent qualifying termination .
- Executive Severance Plan adopted in 2025 to align severance with shareholder interests; details referenced in 8-K and CD&A .
- Clawback: mandatory clawback of cash and equity incentives upon restatement; violations of non-compete/non-solicit may trigger forfeiture/clawback .
- No employment agreements for ELT; at-will employment and no tax gross-ups .
Performance & Track Record
| Indicator | Detail |
|---|---|
| AIP outcome (2024) | Paid at 179.1% vs target on Adjusted EBITDA, Revenue, and Cash Conversion metrics . |
| PSU outcome (2022–2024) | 131.88% payout; relative TSR at 86th percentile vs peers . |
| Company 2024 performance | Revenue $18.618B, Adjusted EBITDA $2.0B, FCF $0.8B; $643M dividends paid . |
| Say-on-Pay support | ~96% approval in May 2024; 10-year average ~96% . |
| Compensation governance | MDCC uses FW Cook; robust ownership/anti-hedging/anti-pledging; no option repricing; multi-metric STI/LTI . |
Compensation Structure Analysis
- Mix shift and leverage: 2024 total compensation rose to $5.82M with AIP $1.10M, reflecting elevated pay-at-risk tied to strong Adjusted EBITDA and cash conversion outcomes .
- Equity emphasis: Significant outstanding PSUs/RSUs and a retention RSU grant vesting in April 2026 suggest alignment and potential supply upon vesting; no stock options outstanding per policy .
- Peer alignment: Programs benchmark to median of the Compensation Comparator Group; LTI uses relative TSR to mitigate market cyclicality .
Related-Party Transactions and Red Flags
- Related-party transactions: None involving Hamic disclosed; board maintains a formal policy and reviews 5% holders’ ordinary-course services .
- Red flags mitigated: strict no hedging/pledging, double-trigger CIC equity vesting, no gross-ups, and clawbacks reduce misalignment risk .
Equity Ownership & Alignment (Snapshot)
| Item | Value |
|---|---|
| Shares held | 74,861 |
| Stock units (cash-settled) | 14,422 |
| Ownership guideline | 4x base pay; 50% net share retention until met |
| Pledging/hedging | Prohibited |
Investment Implications
- Pay-for-performance is tight: 2024 AIP and 2022–2024 PSU outcomes were driven by strong EBITDA and top-quartile TSR, signaling compensation alignment with shareholder returns .
- Near-term supply risks: RSU tranches (annual Feb 1) and the April 1, 2026 recognition grant vesting may create periodic selling pressure; CIC scenarios would accelerate significant equity (~$10.6M value) .
- Retention secure: Large unvested equity and rigorous ownership/anti-hedging rules reduce flight risk, while severance terms under CIC are standard (2x salary+bonus) for ELT .
- Governance quality supports confidence: Strong MDCC practices, high say-on-pay support, and clawbacks mitigate red flags and sustain investor alignment .