David Petratis
About David Petratis
David Petratis, age 67, is Sylvamo’s Lead Independent Director and Chair of the Nominating and Corporate Governance Committee, serving on the board since 2021. He retired as Chairman, President and CEO of Allegion plc in 2022, previously led Quanex Building Products Corporation (CEO, 2008–2013), and held senior leadership roles at Schneider Electric, MGE UPS Systems Americas and Square D. He holds a Bachelor’s in Industrial Management from the University of Northern Iowa and an MBA from Pepperdine University, and brings deep experience in operations, lean manufacturing, distribution/channel management, M&A and strategic development .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allegion plc | Chairman, President & CEO | 2013–2022 | Led spin-off from Ingersoll Rand; industry-leading EHS and manufacturing performance |
| Quanex Building Products Corp. | Chairman, President & CEO | 2008–2013 | Led engineered materials manufacturer; operations and strategy leadership |
| Schneider Electric; MGE UPS Systems Americas; Square D Company | Senior leadership roles | Not disclosed | Operations, manufacturing, distribution/channel marketing expertise |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| MasterBrand, Inc. | Chairman; Director | Since Dec 2022 | Audit Committee |
| Crane NXT, Co. | Director | Since Jul 2023 | Audit Committee |
| Allegion plc | Director | 2013–2022 | Chairman (board role) |
| Gardner Denver Inc. | Director | 8 years (not dated) | Not disclosed |
| University of Northern Iowa Business Executive Advisory Board; other boards/advisory groups | Member | Not disclosed | Not disclosed |
Board Governance
- Roles and independence: Lead Independent Director with defined responsibilities (presides over executive sessions, governs certain governance matters, coordinates CEO performance review and succession), and Chair of Nominating & Corporate Governance; Board determined all directors except CEO are independent .
- Committee assignments: Serves as Chair, Nominating & Corporate Governance Committee; not on Audit or MDCC per committee matrix .
- Attendance and engagement: In 2024, Board met 5 times; Nominating & Corporate Governance met 4 times; each incumbent director attended at least 75% of Board and committee meetings; independent directors held 4 executive sessions in 2024 (presided by the Lead Independent Director) .
- Tenure: Director since 2021; Board size moving to 10 at 2025 annual meeting .
- Overboarding/time commitment policy: Adopted Feb 2025—limit of 3 public company boards in addition to Sylvamo; audit committee limit of 2 in addition to Sylvamo (Board may permit exceptions); additional limit for public company executives added in 2025 (not applicable to Petratis). Petratis sits on 2 outside boards and 2 audit committees—within policy limits .
- Mandatory retirement: Age 75 mandatory retirement; Petratis is 67 .
Committee Summary (Sylvamo)
| Committee | Role |
|---|---|
| Nominating & Corporate Governance | Chair |
| Audit | Not a member |
| Management Development & Compensation (MDCC) | Not a member |
Fixed Compensation
- Structure: Annual director compensation is $225,000 comprising $100,000 cash (44%) and $125,000 equity (56%); additional fees include Lead Independent Director ($25,000) and Nominating & Governance Chair ($15,000). Directors may elect to convert cash fees to DSUs and choose RSUs or DSUs for equity, with DSU deferrals of 5 or 10 years; RSUs vest at the next annual meeting .
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 140,000 | 125,009 | 265,009 |
| 2024 | 140,000 | 125,028 | 265,028 |
| Fee Type | Annual Amount ($) |
|---|---|
| Cash Retainer | 100,000 |
| Equity Retainer | 125,000 |
| Lead Independent Director Fee | 25,000 |
| Nominating & Governance Committee Chair Fee | 15,000 |
Notes:
- DSU elections: In 2022, Petratis elected DSUs for equity and also received DSUs in lieu of cash retainer (2,937 DSUs); 2023 DSUs elected with restrictions lapsing in 2034 .
Performance Compensation
- No performance-based director compensation disclosed; non-employee director pay is fixed cash and equity retainers, with optional deferrals; no annual meeting fees .
| Metric tied to director compensation | Status |
|---|---|
| Performance metrics (e.g., TSR, EBITDA) | Not applicable to directors; retainers only |
Other Directorships & Interlocks
| Company | Relationship to SLVM | Interlock/Conflict Notes |
|---|---|---|
| MasterBrand, Inc. | Residential cabinets manufacturer | No disclosed related-party transactions; outside board roles and audit committee service within SLVM overboarding limits |
| Crane NXT, Co. | Industrial tech/security/detection | Same as above; audit committee service within limits |
| Allegion plc; Gardner Denver Inc. | Prior boards | No compensation committee interlocks; none disclosed in 2024 |
Expertise & Qualifications
- Extensive CEO experience and spin-off execution (Allegion), with recognized manufacturing excellence and EHS performance .
- Deep skills: operations and lean manufacturing, distribution/channel marketing, M&A, strategy development .
- Broad governance experience as chair and audit committee member on multiple public boards .
Equity Ownership
- Director stock ownership guideline: Hold Sylvamo equity valued at 5x the annual cash retainer ($500,000); 5-year compliance window; as of Dec 31, 2023 all directors were in compliance .
- RSUs/DSUs outstanding:
| As of Date | Aggregate RSUs/DSUs Outstanding (#) |
|---|---|
| Dec 31, 2022 | 11,587 |
| Dec 31, 2023 | 18,330 |
- Hedging/pledging prohibited: Directors may not short sell, hedge, or pledge Sylvamo securities .
Governance Assessment
- Board effectiveness: Petratis’ dual role as Lead Independent Director and Governance Chair, strong attendance expectations (≥75% achieved) and robust executive session cadence (4 in 2024) support independent oversight and CEO evaluation/succession processes .
- Alignment: Director pay mix (56% equity) and strict ownership requirements (5x cash retainer) align incentives; DSU deferrals further promote long-term orientation .
- Independence and conflicts: Board determined independence; 2024 disclosure shows no compensation committee interlocks; related-party transaction oversight resides with Governance Committee with no adverse disclosures for Petratis .
- Time-commitment risk: New overboarding limits (2025) put structured guardrails; Petratis’ two outside boards and two audit committees are within policy thresholds, reducing risk of overextension .
- RED FLAGS: None disclosed regarding attendance shortfalls, hedging/pledging, related-party dealings, option repricing, or tax gross-ups for directors; policy prohibits hedging/pledging and sets resignation policy under majority voting, enhancing investor confidence .