Jeanmarie Desmond
About Jeanmarie Desmond
Independent director since 2021; age 58 as of April 4, 2025. Former EVP and CFO of DuPont; CPA (inactive) with NACD Cyber-Risk Oversight certificate. Chairs Sylvamo’s Audit Committee and serves on its Nominating & Corporate Governance Committee, designated an “audit committee financial expert” and independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DuPont (EI DuPont/DuPont de Nemours) | EVP & CFO | 2019–2020 | Led finance, capital allocation, controls; senior finance leadership |
| DuPont | VP & Co-Controller | 2017–2019 | Oversaw corporate accounting/control environment |
| EI DuPont (pre-merger) | VP, Controller | 2015–2017 | Led accounting controls and financial reporting |
External Roles
| Company | Role | Since | Committees |
|---|---|---|---|
| IPG Photonics | Director | 2021 | Audit Committee Chair; Compensation Committee member |
| Trinseo S.A. | Director | 2020 | Audit Committee Chair; Nominating & Corporate Governance Committee member |
Board Governance
- Committee assignments: Audit Committee Chair; member, Nominating & Corporate Governance Committee .
- Independence: Board determined all directors except CEO are independent; Audit Committee members meet Rule 10A-3 independence; Desmond is an audit committee financial expert .
- Attendance and engagement: 2024 meetings—Board (5), Audit (6), MDCC (5), Nominating & Governance (4); each incumbent director attended at least 75% of aggregate meetings; all directors attended 2024 annual meeting; independent directors held four executive sessions in 2024 .
- Overboarding/time commitment policy: Limits on total boards and audit committees; audit committee members limited to two other public company audit committees in addition to Sylvamo (board may permit exceptions) .
Fixed Compensation
| Element | Detail | Amount/Terms |
|---|---|---|
| Board cash retainer | Annual cash component | $100,000 per director |
| Equity retainer | Annual equity component (RSUs or DSUs) | $125,000; grant valued at $70.28 (May 15, 2024 close) |
| Committee chair fees | Audit Committee Chair | $25,000 |
| Lead Independent Director fee | N/A for Desmond | $25,000 (program term) |
| Jeanmarie Desmond—2024 cash | Cash/DSU-equivalent fees earned | $125,000 (includes $100k retainer + $25k Audit Chair) |
| Jeanmarie Desmond—2024 equity | Equity grant (RSUs/DSUs) | $125,028 (grant-date fair value) |
| Total—2024 | Sum of cash + equity | $250,028 |
| RSU vest timing | Director RSUs | Restrictions lapse at 2025 annual meeting (May 15, 2025) |
| DSU deferral election | If elected | DSUs settle after 5 or 10 years or upon board departure; Desmond’s DSUs restrictions lapse May 16, 2035 (if elected) |
| Outstanding RSUs/DSUs | Aggregate units outstanding | 4,884 units (incl. reinvested dividends) |
Performance Compensation
- Directors do not receive performance-based equity (no PSUs/options); director compensation is a mix of fixed cash and time-based RSUs/deferrable DSUs; no per-meeting fees disclosed .
Other Directorships & Interlocks
- Current external boards (2): IPG Photonics (Audit Chair; Compensation Committee), Trinseo (Audit Chair; Nominating & Governance member). No compensation committee interlocks involving Sylvamo in 2024 .
- Board limits and audit load: Serving as audit chair on two external boards is within Sylvamo’s guideline (≤2 other audit committees) .
Expertise & Qualifications
- Financial leadership: CFO experience; deep finance, accounting, FP&A, tax, internal audit, controls, risk management, M&A, investor relations .
- Audit expertise: Designated “audit committee financial expert” .
- Governance and cybersecurity: NACD Cyber-Risk Oversight certificate .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (common shares) | 5,506 shares; <1% of outstanding |
| RSUs/DSUs outstanding (aggregate) | 4,884 units (incl. reinvested dividends) |
| Director ownership guideline | 5x annual cash retainer ($500,000) within 5 years; hold ≥50% of shares until compliant |
| Compliance status | All directors compliant as of Dec 31, 2024 |
| Hedging/pledging | Prohibited for directors and officers; short sales and options also prohibited |
Insider Trades
| Item | 2024 Status |
|---|---|
| Section 16(a) compliance | No delinquent filings reported |
| Form 4 transactions | Not detailed in proxy; no late reports noted |
| Policies | Insider trading policy with blackout periods; prohibits hedging, pledging, short sales, and certain derivatives |
Governance Assessment
- Strengths: Independent director with CFO pedigree; chairs Audit Committee; designated audit financial expert; strong attendance expectations and active executive sessions; robust director ownership requirements and clawback/anti-hedging policies enhance alignment; no related-person transactions >$120k involving directors in 2024; no compensation committee interlocks; say-on-pay support 98% in 2024 signaling investor confidence .
- Potential watch items: Concurrent audit chair roles at two external public companies increase time demands; however, Sylvamo’s overboarding policy allows up to two other audit committees and annual time-commitment reviews mitigate risk . No red flags on pledging/hedging or related-party exposure disclosed .
Overall signal: Strong audit and finance oversight background, clear independence and alignment through equity retainer and ownership requirements, and absence of conflicts support board effectiveness and investor confidence .