Christine Breves
About Christine S. Breves
Christine S. Breves, age 69, has served as an independent director of Sylvamo since October 2021. She is a former EVP, Business Transformation, and SVP & CFO of United States Steel, and is designated by the Board as an “audit committee financial expert.” She currently sits on Sylvamo’s Audit Committee and has been appointed to join the Management Development & Compensation Committee upon re‑election at the 2025 Annual Meeting. She holds a B.S. in Business Administration (College of Charleston) and an MBA (The Citadel).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United States Steel (U.S. Steel) | EVP, Business Transformation | Aug 2022 – Dec 2022 | Led company‑wide transformation initiatives |
| United States Steel (U.S. Steel) | SVP & Chief Financial Officer | 2019 – Aug 2022 | Led finance, IR, tax, treasury, internal controls/audit; oversaw global procurement, IT, S&OP, real estate; helped develop transformative strategy |
| United States Steel (U.S. Steel) | SVP, Manufacturing Support & Chief Supply Chain Officer | 2017 (role progression from VP Global Procurement; joined 2013) | Led procurement, logistics, S&OP, quality, engineering, IT; enterprise cost reduction, working capital, asset revitalization programs |
| Alcoa Corporation | Chief Procurement Officer (and other leadership roles) | Prior to 2013 (14 years) | Led global procurement transformation |
External Roles
| Company | Role | Committees | Since |
|---|---|---|---|
| RXO, Inc. | Director | Audit Committee | 2022 |
| MPLX LP | Director | Audit Committee; Conflicts Committee | 2022 |
Board Governance
- Independence: The Board determined all nominees except the CEO are independent; Breves is independent.
- Committees: Audit Committee member; appointed to join Management Development & Compensation Committee effective upon re‑election at the 2025 Annual Meeting.
- Financial expertise: Identified as an “audit committee financial expert.”
- Attendance: In 2024, the Board met 5x; Audit 6x; MDCC 5x; Nominating 4x. Each incumbent director attended at least 75% of applicable meetings.
- Executive sessions: Required at least two per year; four were held in 2024 (presided by Lead Independent Director).
- Lead Independent Director: David Petratis.
- Overboarding/time commitment: Policy limits three public boards (in addition to Sylvamo) for all directors; stricter limits for public‑company executives. Breves’ current public boards (RXO, MPLX, plus Sylvamo) are within limits.
Fixed Compensation (Non‑Employee Director)
| Component | Amount | Notes |
|---|---|---|
| Cash retainer (annual) | $100,000 | Paid quarterly; directors may elect DSUs in lieu of cash. |
| Equity retainer (annual) | $125,000 | Granted as RSUs (vest at next annual meeting) or DSUs (5‑ or 10‑year deferral). 2024 grant valued at $70.28 (closing price on May 15, 2024). |
| Committee chair fees | Audit Chair $25,000; MDCC Chair $20,000; Nominating Chair $15,000 | Only chairs receive these amounts (Breves is not a chair). |
| Lead Independent Director fee | $25,000 | For LID only. |
2024 compensation received by Breves:
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Christine S. Breves | 100,000 | 125,028 | 225,028 |
| Source: Non‑Employee Director Compensation Table. |
Performance Compensation
Directors do not receive performance‑based pay; the equity retainer is service‑based.
- Equity form: Choice of RSUs (vest at next annual meeting) or DSUs (settled after 5 or 10 years); dividend equivalents accrue.
- 2024 grant valuation: $125,000 equity retainer using $70.28 closing price on May 15, 2024.
- Vesting/deferral examples: RSU restrictions lapse at the 2025 annual meeting; DSU restrictions lapse after elected deferral (e.g., 2030/2035 for some directors).
Other Directorships & Interlocks
| Company | Sector/Description | Potential Interlock/Conflict Consideration |
|---|---|---|
| RXO, Inc. | Brokered transportation services | No related‑party transactions disclosed with Sylvamo. |
| MPLX LP | Midstream energy MLP | No related‑party transactions disclosed with Sylvamo. |
- Related‑party transactions: None involving directors/executives (other than standard compensation) since Jan 1, 2024.
- Committee interlocks: None reported for MDCC in 2024.
Expertise & Qualifications
- Former Fortune 500 CFO with extensive finance, capital allocation, investor relations, and internal controls experience; significant leadership in procurement/supply chain, manufacturing support, IT, and large‑scale transformations.
- Designated audit committee financial expert.
- Education: B.S. Business Administration (College of Charleston); MBA (The Citadel).
- Recognition: ISM J. Shipman Gold Medal (2018).
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Mar 18, 2025) | 7,286 shares; <1% of outstanding. Includes 1,809 RSUs vesting within 60 days. |
| Aggregate RSUs/DSUs outstanding (Dec 31, 2024) | 7,352 units (incl. reinvested dividends). |
| Pledging/hedging | Prohibited for directors (no pledging, hedging, short sales, or derivatives). |
| Director stock ownership guideline | 5x annual cash retainer ($500,000 through May 2025); directors must hold 50% of net shares until met. All directors in compliance as of Dec 31, 2024. |
Governance Assessment
- Strengths: Independent director with deep CFO and transformation expertise; audit committee financial expert; clean Section 16 compliance; no related‑party transactions; strong alignment via mandatory equity retainer and ownership guideline; prohibition on pledging/hedging; Board conducts regular executive sessions and annual evaluations.
- Engagement/attendance: Met the company’s ≥75% attendance threshold in 2024 along with all incumbents; directors expected to attend annual meetings (all did in 2024).
- Overboarding risk: Within Sylvamo’s board service limits; also tighter limits adopted in 2025 for public‑company executives (not applicable to Breves who is retired).
- Compensation structure: Balanced cash/equity, with 56% of base board pay in equity; at the median of peer group; no tax gross‑ups; standard D&O insurance and indemnification.
- RED FLAGS: None identified (no pledging/hedging, no related‑party transactions, no MDCC interlocks, no delinquent filings, attendance threshold met).