Don Devlin
About Don Devlin
Don Devlin, age 60, was appointed Senior Vice President and Chief Financial Officer of Sylvamo effective May 1, 2025, after more than 25 years at International Paper in finance and leadership roles; he holds a bachelor’s degree in business administration from Siena College . Under Sylvamo’s pay‑for‑performance framework, executive incentives emphasize Free Cash Flow and Adjusted EBITDA Margin in the AIP, and Absolute ROIC and relative TSR in the LTIP; in 2024 Sylvamo generated $3.8B in net sales, $632M Adjusted EBITDA (17% margin), and $248M Free Cash Flow, while 2022 LTIP PSUs paid 142.1% based on ROIC and 93rd percentile rTSR (capped by award value limits) . Devlin has executed CFO duties including SOX certifications on the Q2 and Q3 2025 10‑Q filings .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| International Paper | Vice President – Transformation & Strategy Deployment | 2024–2025 | Led transformation and strategy deployment initiatives; extensive leadership across diverse and challenging environments |
| International Paper | Vice President – Finance & Strategy, North American Industrial Packaging | 2020–2024 | Finance and strategy leadership supporting NA packaging business performance |
| International Paper | President, International Paper India | — | International leadership; team‑building and strategic plan execution (years not disclosed) |
| International Paper | Finance Director, European Papers | — | Regional finance leadership (years not disclosed) |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Ilim Group (former IP affiliate) | Director | 2021–2023 | Russian pulp, paper and corrugated manufacturer; board tenure disclosed |
Fixed Compensation
| Element | Amount | Date/Period | Notes |
|---|---|---|---|
| Base Salary | $540,000 | Effective 05‑01‑2025 | At‑will employment; no fixed term |
| Sign‑On RSUs (time‑based) | $510,000 | Grant date 06‑01‑2025 | Under 2021 Incentive Compensation Plan |
| 2025 AIP Target | 75% of base (prorated to 50% of base for 8 months) | FY2025 | Payout based on MDCC‑approved 2025 AIP metrics |
| 2025 LTIP Target (RSUs + PSUs) | $1,239,000 | Grant date 06‑01‑2025 | Time‑based and performance‑based RSUs under 2021 Plan |
| Tax Gross‑Ups | None (policy) | Ongoing | Company does not gross up NEO compensation (other than mobility‑related) |
Performance Compensation
AIP Structure and 2024 Achievement (company framework applicable to Devlin’s role)
| Metric | Weighting | Target Performance Range | Actual Performance | Company Payout for Metric | Notes |
|---|---|---|---|---|---|
| Adjusted EBITDA Margin | 50% | 14.5%–16.1% | 16.8% | 146.67% | Threshold 13.0%; Maximum 17.6% |
| Free Cash Flow ($MM) | 50% | $210.9–$233.1 | $248.0 | 144.74% | Threshold $177.6; Maximum $266.4 |
| Total Company Achievement | 100% | — | — | 145.71% | Basis for 2024 AIP payouts; individual modifiers applied by MDCC |
• 2025 AIP: Devlin’s award is prorated to 50% of base salary and will be based on MDCC‑approved 2025 metrics per plan terms .
LTIP Design, Metrics, Vesting
| Component | Weighting | Performance Metrics | Performance Period / Settlement | Vesting |
|---|---|---|---|---|
| PSUs (performance‑based RSUs) | Typically 60% for NEOs | 50% Absolute ROIC; 50% rTSR vs S&P 600 Small Cap Materials; rTSR capped at 100% if TSR negative | 2024 PSU performance period 01‑01‑2024 to 12‑31‑2026; settles 03‑01‑2027 | Settles at end of 3‑yr period |
| RSUs (time‑based) | Typically 40% for NEOs | Service | — | Vest in equal one‑thirds each March 1 over three years following grant |
• 2022 LTIP PSU payout (context): ROIC payout 89.28%; rTSR at 93rd percentile capped at 194.92% due to 400% award value cap; total PSU payout 142.1% .
Devlin’s 2025 LTIP Awards
• Grant target value $1,239,000; consists of time‑based and performance‑based RSUs; terms per award agreements (Exhibit 10.19 to 2024 Form 10‑K) .
• RSUs vest per plan in one‑third installments on March 1 annually over three years following 06‑01‑2025 grant .
Vesting Schedules and Potential Selling Pressure
| Award | Grant Date | Vesting Dates | Amount |
|---|---|---|---|
| Sign‑On RSUs (time‑based) | 06‑01‑2025 | 03‑01‑2026; 03‑01‑2027; 03‑01‑2028 | $510,000 grant date fair value (units per award agreement) |
| 2025 LTIP RSUs (time‑based portion) | 06‑01‑2025 | 03‑01‑2026; 03‑01‑2027; 03‑01‑2028 | Portion of $1,239,000 LTIP target (units per award agreement) |
| 2025 LTIP PSUs (performance‑based portion) | 06‑01‑2025 | End of 3‑year performance period; settlement date per plan | Portion of $1,239,000 LTIP target (payout contingent) |
• RSU tranches vesting on March 1 each year can create periodic supply; hedging/pledging prohibited mitigates leverage‑driven selling .
Equity Ownership & Alignment
| Item | Policy/Status |
|---|---|
| Stock Ownership Guidelines (SVP) | 3× base salary; include freely held, beneficial, unvested RSUs and DEUs; exclude outstanding PSUs; must retain 50% of net shares until in compliance; 5‑year window to comply |
| Hedging/Pledging | Prohibited for employees, officers, directors; no margin accounts, short sales, options, collars, swaps, etc. |
| Beneficial Ownership (Devlin) | Not listed in 2025 proxy table as of 03‑18‑2025 (appointed 05‑01‑2025); current holdings not disclosed therein |
| Options | Company has not granted stock options; no repricing permitted by plan |
Employment Terms
| Term | Detail |
|---|---|
| Employment | At‑will; SVP & CFO effective 05‑01‑2025 |
| Executive Severance Plan (CIC – double trigger) | Cash severance = 1.5×(base + target AIP) for NEOs; prorated AIP at target; 18 months medical/dental; replacement equity awards vest if granted in CIC and qualifying termination within 2 years |
| Non‑CIC severance cap | CEO capped at 2×(base + target AIP); NEOs capped at 1× base salary |
| Non‑Compete / Non‑Solicit | Required; violations may trigger forfeiture/clawback and ESP ineligibility |
| Clawback | AIP/LTIP subject to recoupment for certain restatements and misconduct; NYSE/SEC compliant revisions; equity awards since 2022 subject to clawback for certain misconduct |
| Related Parties | No related party transactions; no family relationships requiring disclosure |
| Award Agreements | Forms filed as Exhibits 10.19, 10.21, 10.22 to 2024 Form 10‑K (AIP, LTIP, ESP) |
Performance & Track Record
- CFO responsibilities include signing SOX 302/906 certifications on Q2 and Q3 2025 quarterly reports, reflecting accountability for disclosure controls and internal control over financial reporting .
- As part of leadership team, communicated operational drivers (price/mix, outages, green credits, FX, import dynamics) and outlook for improved second‑half EBITDA in 2025 .
- Company performance context: 2024 Adjusted EBITDA $632M (17% margin) and Free Cash Flow $248M; net debt/Adjusted EBITDA 0.9×; $130M returned to shareholders .
Compensation Committee & Say‑on‑Pay
- MDCC oversees metric selection, weighting and risk assessment; AIP uses FCF and Adjusted EBITDA Margin; LTIP uses Absolute ROIC and rTSR; compensation targeted around market median (±10%) .
- 2023 NEO compensation received 98% shareholder support at May 2024 meeting .
Investment Implications
- Strong alignment: AIP/ LTIP metrics tie pay to cash generation, margins, ROIC and rTSR; ownership guidelines (3× salary) and 50% net‑share retention deepen alignment; hedging/pledging prohibitions reduce misalignment risks .
- Retention risk appears contained: at‑will status balanced by ESP protection (double trigger, 1.5× cash multiple) and multi‑year equity; clawbacks and restrictive covenants increase discipline .
- Trading signals: RSU tranches on March 1 (2026–2028) could create predictable supply; monitoring Form 4s around these dates is prudent; performance‑based PSU outcomes will hinge on ROIC execution and relative TSR vs S&P 600 Small Cap Materials .
- Execution focus: Devlin’s finance/strategy background and SOX certification role support continued cash discipline; company’s 2024 cash flow and debt metrics underpin capacity for buybacks and investment, subject to industry demand and FX/tariff dynamics communicated in 2025 .