Jean-Michel Ribiéras
About Jean-Michel Ribiéras
Jean‑Michel Ribiéras (age 62 as of April 4, 2025) is Chairman and Chief Executive Officer of Sylvamo (since October 2021) and has served as a director since Sylvamo’s formation in March 2021; he was President from March–October 2021 . Under his tenure, Sylvamo reported Adjusted EBITDA of $632 million in 2024 (16.8% margin) and generated $248 million in Free Cash Flow; net debt/Adjusted EBITDA was 0.9x at year‑end 2024, reflecting balance sheet strength and cash returns to shareholders and debt reduction . Pay‑versus‑performance disclosures show cumulative TSR lifting the value of a $100 investment to 254.22 by 2024, with strong “compensation actually paid” alignment to performance and robust net income and FCF trends .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Sylvamo | Chairman & CEO | Oct 2021–present | Led spin‑out execution and performance, deleveraging, FCF returns, and cost program (“Project Horizon”) . |
| Sylvamo | President | Mar 2021–Oct 2021 | Established initial leadership post‑formation pre‑IPO . |
| International Paper | SVP, Industrial Packaging of the Americas | Jun 2018–Mar 2021 | Led large packaging unit across Americas . |
| International Paper | SVP, Global Cellulose Fibers | Jul 2016–Jun 2018 | Led integration of Weyerhaeuser’s cellulose fibers business with IP’s pulp business . |
| International Paper | SVP/President, Europe, Middle East, Africa & Russia | 2013–Jun 2016 | Ran multi‑continent operations . |
| International Paper | VP/President, Latin America | 2009–2013 | Led Latin America papers business . |
| International Paper | Various roles incl. VP European Papers, VP Pulp & Converting Papers | 2002–2009 | Progressive leadership in Europe and US . |
External Roles
| Organization | Role | Years | Committees / Notes |
|---|---|---|---|
| Louisiana‑Pacific (LP Building Solutions; NYSE: LPX) | Director | Feb 2025–present | Member, Finance & Audit Committee; Governance & Corporate Responsibility Committee . |
| American Forest & Paper Association | Director | Current | Industry leadership board . |
| U.S.‑Brazil CEO Forum | Member | Current | Cross‑border advisory forum . |
| Brazil Pulp & Paper Association | Director | Prior | Former board member . |
Fixed Compensation
Multi‑year summary for CEO:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 1,029,167 | 1,110,000 | 1,125,000 |
| Stock Awards ($) | 3,880,598 | 4,179,676 | 4,771,843 |
| Non‑Equity Incentive (AIP) ($) | 1,765,500 | 972,100 | 2,163,800 |
| All Other Compensation ($) | 234,930 | 440,068 | 366,215 |
| Total ($) | 6,910,195 | 6,825,588 | 8,426,858 |
Additional fixed elements:
- Personal aircraft use capped at $125,000 annually; actual 2024 incremental cost $125,000; 2023 cost $124,786 .
- Deferred Compensation Savings Plan (DCSP) contributions: 2024 executive $165,835; registrant $189,227; aggregate balance $3,752,743 .
- Pension present value (12/31/2024): Retirement Plan $651,912; Pension Restoration Plan $1,888,344; total $2,540,256 .
Performance Compensation
Annual Incentive Plan (AIP) – FY 2024
| Metric | Weight | Threshold | Target Range | Max | Actual | % of Target Earned |
|---|---|---|---|---|---|---|
| Adjusted EBITDA Margin | 50% | 13.0% | 14.5%–16.1% | 17.6% | 16.8% | 146.67% |
| Free Cash Flow ($m) | 50% | 177.6 | 210.9–233.1 | 266.4 | 248.0 | 144.74% |
| Company performance achievement | 100% | — | — | — | — | 145.71% |
CEO AIP specifics:
- Target award $1,350,000; company factor 145.71%; individual modifier 110%; earned $2,163,800 .
Long‑Term Incentive Plan (LTIP)
2024 grant mix: 60% PSUs, 40% RSUs; PSU metrics weighted 50% Absolute ROIC and 50% relative TSR vs S&P 600 Small Cap Materials Index; RSUs vest ratably over 3 years (each March 1); PSUs settle at end of 3‑year period (settlement March 1, 2027). If TSR is negative over period, rTSR payout capped at 100% .
- CEO 2024 grants: RSUs 31,596 units (grant date FV $1,908,714); PSUs target 42,265 units (threshold example shown, max 84,530; grant date FV $2,863,129) .
PSU performance outcome (2022 LTIP cycle ended 12/31/2024):
- 3‑year Average ROIC: 26.56% → PSU‑ROIC payout 89.28% .
- rTSR: 93rd percentile → capped payout 194.92% due to plan’s 400% value limit .
- Total PSU payout: 142.1% .
Vesting activity (2024):
- Shares vested (RSUs and transaction grants): 60,972; value realized $3,683,319 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (3/18/2025) | 75,694 shares; <1% of outstanding; shares outstanding 40,720,315; implied ownership ≈0.19% (computed from cited values) . |
| Unvested awards at 12/31/2024 | RSUs: 13,990 (2022), 23,654 (2023), 32,101 (2024); PSUs unearned: 75,497 (2023), 61,805 (2024); market values provided in proxy . |
| Stock ownership guideline | CEO must hold ≥6x base salary; executives must retain 50% of net shares until guideline met; compliance affirmed as of 12/31/2024 . |
| Pledging/hedging | Prohibited for directors/officers; short sales and options also prohibited . |
| Director pay for CEO | CEO does not receive director compensation . |
| Section 16 filings | No delinquent reports noted . |
Employment Terms
| Provision | CEO Terms |
|---|---|
| Severance (non‑CIC) | 2x sum of base salary + target AIP; COBRA at active rates up to 18 months; outplacement; pro‑rated current AIP based on actual performance . |
| Change‑in‑control (CIC) | Double‑trigger; 2.5x sum of base salary + target AIP; pro‑rated current AIP at target; 18 months medical/dental; equity vests if replacement awards not granted . |
| Non‑compete / non‑solicit | One‑year post‑termination; violations can trigger forfeiture/clawback; release required to receive benefits . |
| Clawback policy | Adopted July 2023 (SEC/NYSE compliant); applies to incentive comp for restatements and misconduct . |
| Sample potential payouts (as of 12/31/2024) | Involuntary (without cause): Lump sum $4,950,000; AIP $2,163,800; Vacation $273,462; Benefits $101,080; Equity vesting $10,842,492; Total pre‑tax $18,330,834; Retirement annuity total $212,544 . CIC qualifying termination: Lump sum $7,537,500; Vacation $101,080; Benefits $17,637,896; Equity vesting $25,549,938; Retirement annuity total $212,544 . |
Succession/transition:
- CEO retirement announced effective Dec 31, 2025; CFO John Sims elevated to COO May 1, 2025; planned CEO transition Jan 1, 2026; new SVP & CFO appointed (Don Devlin) .
Board Governance
- Board leadership: CEO serves as Chairman; independent Lead Director (David Petratis) with defined responsibilities, including CEO evaluation and succession; annual majority voting for directors; executive sessions held at each regular meeting; four independent executive sessions in 2024; mandatory retirement age 75 .
- Independence: Board determined all directors are independent except the CEO .
- Committees: CEO is not on Board committees; committee chairs and membership disclosed (Audit, Management Development & Compensation, Nominating & Governance), with financial experts identified on Audit .
- Director attendance: Each incumbent director attended at least 75% of Board and applicable committee meetings (2024); all directors attended annual meeting .
- Director compensation program: Cash retainer $100,000; equity $125,000; committee chair and Lead Independent Director fees; stock ownership requirement equal to 5x cash retainer; flexibility to take DSUs; all directors in compliance .
Compensation Structure Analysis
- Pay mix emphasizes at‑risk, variable compensation (AIP + LTIP) over fixed salary; LTIP tilted to PSUs (60%) with ROIC and rTSR drivers; RSUs (40%) provide retention .
- AIP metrics (FCF, Adjusted EBITDA Margin) align to deleveraging and cash generation; 2024 exceeded targets on both, driving 145.71% company factor and above‑target CEO modifier (110%) .
- Clawback, no‑hedging/pledging, ownership/retention requirements, non‑compete/non‑solicit and double‑trigger CIC vesting collectively reinforce alignment and risk controls; no tax gross‑ups (except mobility) and limited perquisites reduce shareholder‑unfriendly features .
- Say‑on‑pay: 98% approval for 2023 compensation (May 2024), indicating strong investor support for pay‑for‑performance design .
- Benchmarking: Compensation targeted at median (50th percentile) vs peer groups; clear BPG list (e.g., LP, PCA, Sealed Air, Sonoco) .
Risk Indicators & Red Flags
- Hedging/pledging banned; short selling/options trading banned for insiders .
- No stock option repricing permitted; currently no stock options granted; equity vesting subject to double‑trigger post‑CIC .
- Related‑party transactions: Policy in place; no transactions >$120,000 involving directors/executives reported since Jan 1, 2024 .
- Section 16 compliance: No delinquent filings .
- Governance mitigants to dual role: Lead Independent Director and frequent executive sessions .
- Transition risk: CEO retirement announced; staged COO/CEO succession plan reduces execution risk .
Performance & Track Record
| Measure | FY 2023 | FY 2024 |
|---|---|---|
| Adjusted EBITDA ($m) | 607 | 632 |
| Adjusted EBITDA Margin (%) | 16.0 | 16.8 |
| Free Cash Flow ($m) | 294 | 248 |
| Net Income from Continuing Operations ($m) | 253 | 302 |
| Net Sales ($m) | — | 3,773 |
Pay versus performance indicators:
- Compensation actually paid to CEO tracked TSR, Net Income, and FCF, with $100 initial investment growth to 254.22 by 2024 vs peer group 117.63 .
Director Compensation (for directors; CEO excluded)
- Annual retainer: Cash $100,000; Equity $125,000; chair fees (Audit $25,000; MDCC $20,000; Nominating & Governance $15,000); Lead Independent Director $25,000; stock ownership equal to 5x cash retainer; compliance affirmed .
- CEO does not receive director compensation .
Employment & Contracts Summary
- No individual employment agreement guaranteeing compensation/ongoing employment for U.S. executives; severance governed by Executive Severance Plan with double‑trigger CIC terms; non‑compete/non‑solicit one year; clawback policy in place .
Investment Implications
- Strong pay‑for‑performance alignment via FCF, EBITDA Margin, ROIC, and rTSR metrics; AIP/LTIP design supports deleveraging and returns, with clawbacks and ownership retention requirements tempering selling pressure post‑vesting .
- Upcoming CEO retirement (12/31/2025) and defined succession (COO 5/1/2025; CEO 1/1/2026) reduce leadership discontinuity risk; monitor execution under incoming CEO and LTIP PSU settlement dynamics (2022 PSU payout 142.1%) for potential trading flow impacts around vesting/settlement windows .
- Governance mitigants (Lead Independent Director, majority independent board, executive sessions, anti‑hedge/pledge policies) address dual‑role concerns and independence .
- Say‑on‑pay support (98%) and absence of related‑party red flags/Section 16 issues suggest low governance overhang; continued focus on ROIC and rTSR peer ranking remains a lever for equity performance .