John Sims
About John Sims
John V. Sims, age 62, has served as Sylvamo’s Senior Vice President and Chief Financial Officer since October 2021; he was elected Chief Operating Officer effective May 1, 2025 and will become Chief Executive Officer on January 1, 2026. He holds a B.S. in Mechanical Engineering from the U.S. Naval Academy and an MBA from the University of Michigan, and previously held senior leadership roles at International Paper across North America and EMEAR businesses. Under the incentive framework he helps oversee, Sylvamo delivered 2024 Adjusted EBITDA of $632 million and Free Cash Flow of $248 million, and achieved three-year TSR of 166.73% (93rd percentile vs peers), with 2024 net sales of $3.8 billion. These outcomes drove above-target annual incentive payouts and maximum rTSR performance for 2022 PSUs, supporting strong pay-for-performance alignment.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sylvamo | SVP & CFO | Oct 2021–Apr 2025 | Built stand‑alone finance function post-spin and led deleveraging/FCF focus underpinning incentive design |
| Sylvamo | Chief Operating Officer | May 1, 2025–Dec 31, 2025 | Transition lead for commercial and operations ahead of CEO handoff |
| Sylvamo | Chief Executive Officer (designate) | Effective Jan 1, 2026 | CEO succession designated by Board |
| International Paper | SVP, Corporate Development | 2019–Oct 2021 | Led strategy/M&A; relevant for capital allocation discipline post-spin |
| International Paper | SVP & President, EMEAR | 2016–2019 | Ran regional P&L across Europe, Middle East, Africa, Russia |
| International Paper | VP & GM, European Papers | 2016 | European papers leadership |
| International Paper | VP & GM, North American Papers | 2014–2016 | Led NA Papers division |
| International Paper | VP, Strategic Planning (officer since 2008) | 2008–2014 | Strategy and finance leadership; prior roles in finance and operations |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Slingshot Memphis (non‑profit) | Chairman of the Board | Current | Oversees methodology to measure poverty‑fighting effectiveness; community leadership |
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $591,771 | $620,021 | $625,000 |
Notes: No 2024 base salary increase as part of cost measures; CFO annual base salary was $625,000 in 2024.
Performance Compensation
Annual Incentive Plan (AIP) Structure and Results (Company-wide)
| Metric | Weight | Threshold | Target Range | Maximum | Actual 2024 | Payout vs Target |
|---|---|---|---|---|---|---|
| Adjusted EBITDA Margin | 50% | 13.0% | 14.5%–16.1% | 17.6% | 16.8% | 146.67% (73.33% weighted) |
| Free Cash Flow ($mm) | 50% | $177.6 | $210.9–$233.1 | $266.4 | $248.0 | 144.74% (72.37% weighted) |
| Total Company Achievement | 100% | — | — | — | — | 145.71% |
Individual AIP outcomes for John V. Sims:
| Year | AIP Earned (USD) |
|---|---|
| 2022 | $776,700 |
| 2023 | $360,100 |
| 2024 | $801,500 (includes 110% individual modifier applied to 145.71% company result) |
AIP metrics tie directly to cash generation and profitability (50% FCF, 50% Adjusted EBITDA Margin).
Long-Term Incentive Plan (LTIP) Design and Grants
- Mix: 60% PSUs, 40% RSUs; PSUs split 50% Absolute ROIC and 50% relative TSR vs S&P 600 Small Cap Materials; RSUs vest ratably over 3 years; PSUs vest after 3-year period; rTSR capped at 100% if TSR is negative.
- 2024 Grants to John V. Sims:
- PSUs (target units): 11,888; potential 0–200% payout; performance period 1/1/2024–12/31/2026; settlement 3/1/2027.
- RSUs (time-based units): 8,886; vest in equal thirds on 3/1/2025, 3/1/2026, 3/1/2027.
- 2022 PSU performance (Company-wide): ROIC 26.56% (payout 89.28% for ROIC tranche); rTSR at 93rd percentile (capped at 194.92% for value limit); total PSU payout 142.1%.
Equity Ownership & Alignment
Beneficial Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| John V. Sims | 73,682 | <1% (per proxy table) |
- Shares outstanding: 40,720,315 as of March 18, 2025.
- Company prohibits hedging and pledging by officers and directors.
- Officer stock ownership guideline: SVP required to hold 3x base salary; all NEOs were in compliance as of 12/31/2024; 50% net-after-tax retention until met.
- Options: Company does not grant stock options; no repricing.
Vested vs Unvested (as of 12/31/2024)
| Award Type (Sims) | Unvested/Unearned Units | Mark-to-Market Value |
|---|---|---|
| RSUs (unvested) | 9,028 | $713,393 (at $79.02) |
| PSUs (unearned, 2023 & 2024 cycles) | 17,384 | $1,373,684 (at $79.02; assumes max for rTSR, target for ROIC per disclosure) |
Note: 2022 PSU awards reflected as earned based on performance at period end; vesting/settlement per plan provisions.
Recent Vesting Activity (2024)
| Name | Shares Vested (RSUs) | Value Realized |
|---|---|---|
| John V. Sims | 24,305 | $1,468,265 (at $60.41 pre‑vest close) |
Employment Terms
Executive Severance Plan (ESP) – Key Terms
- Non‑CIC termination: CEO = 2x (salary + target AIP); Other NEOs (incl. CFO) = 1x salary; health benefits continuation (12 months for non-CEO); outplacement. Double-trigger for equity vesting. No tax gross‑ups.
- CIC (double-trigger within 2 years): CEO = 2.5x (salary + target AIP); Other NEOs (incl. CFO) = 1.5x (salary + target AIP); pro‑rata current-year AIP at target; benefits continuation; no single-trigger equity vesting if replacement awards are provided.
- Restrictive covenants: one-year non‑compete and non‑solicit; perpetual confidentiality and non‑disparagement; clawback policy aligned with SEC/NYSE (restatements and misconduct).
Potential Payments to John V. Sims (Hypothetical as of 12/31/2024)
| Scenario | Lump Sum Severance | 2024 AIP | Vacation | Continued Benefits | Equity Vesting | Total Pre‑Tax Benefit | Retirement Plan Annuity | Pension Restoration Annuity | Total Annuity |
|---|---|---|---|---|---|---|---|---|---|
| Retirement | — | $801,500 | $151,923 | — | $3,367,674 | $4,321,097 | $98,197 | $171,746 | $269,943 |
| Involuntary (no cause) | $625,000 | $801,500 | $151,923 | $92,387 | $3,367,674 | $5,038,484 | $98,197 | $171,746 | $269,943 |
| Qualifying Termination after CIC | $2,187,500 | — | $151,923 | $101,080 | $5,359,532 | $7,800,035 | $98,197 | $171,746 | $269,943 |
Compensation Structure Details and Trend Indicators
- Program design: Base salary + AIP (50% FCF, 50% Adjusted EBITDA Margin) + LTIP (60% PSUs, 40% RSUs; 50% Absolute ROIC, 50% rTSR).
- 2024 AIP company result: 145.71% of target; Sims’ individual modifier 110%.
- 2022 PSU plan outcome: total payout 142.1% after value cap on rTSR tranche at 194.92%.
- Governance guardrails: clawback policy; prohibition on hedging/pledging; double-trigger CIC; no options or repricing; ownership requirements.
- Say‑on‑pay: 98% support for 2023 compensation at May 2024 meeting.
- Benchmarking: target pay at 50th percentile vs a 17‑company peer set including Packaging Corp. of America, Sealed Air, Sonoco, Silgan, Louisiana‑Pacific, Greif, Graphic Packaging, etc.
Expertise & Qualifications
- Technical/operating finance leader with extensive P&L responsibility in papers across North America and EMEAR; prior corporate development experience supports capital allocation rigor.
- Education: U.S. Naval Academy (Mechanical Engineering); University of Michigan (MBA).
- Investor engagement: as CFO, expected to engage with investors regularly alongside CEO per governance disclosures.
Risk Indicators & Alignment Checks
- Ownership alignment: compliant with 3x salary ownership guideline; ongoing 50% net retention until met; no pledging/hedging permitted.
- Potential selling pressure: RSUs vest each March 1 in equal thirds; PSUs settle at 3-year period end (e.g., 2024 grant settles March 1, 2027), subject to blackout windows under insider trading policy.
- Severance economics: double‑trigger CIC at 1.5x (salary+target AIP) for CFO; non‑CIC severance 1x salary; no tax gross‑ups.
- Clawback: applies to incentive comp upon restatement or misconduct; awards may be forfeited upon covenant breaches.
Multi‑Year Compensation Summary (John V. Sims)
| Component (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $591,771 | $620,021 | $625,000 |
| Stock Awards (Grant‑date fair value) | $1,234,742 | $1,306,167 | $1,342,136 |
| AIP (Non‑Equity Incentive) | $776,700 | $360,100 | $801,500 |
| All Other Compensation | $87,034 | $153,778 | $121,846 |
| Total | $2,690,247 | $2,637,743 | $2,890,482 |
All Other Compensation detail (2024): Company retirement contributions and match ($106,391), group life ($2,955), matching gifts ($12,500).
Equity Detail and Vesting Schedules (Selected)
| Grant | Units | Status as of 12/31/2024 | Vest/Payout Timing |
|---|---|---|---|
| 2024 RSUs | 8,886 | Unvested ($570,761) | 1/3 each on 3/1/2025, 3/1/2026, 3/1/2027 |
| 2024 PSUs (target) | 11,888 | Unearned (17,384 units shown assuming max rTSR, target ROIC; $1,373,684) | Performance 2024–2026; settle 3/1/2027 |
| 2023 RSUs | 7,391 | Unvested ($584,037) | 1/3 each starting 3/1/2024 |
| 2023 PSUs | — | Unearned (23,594 units; $1,864,398) | Performance 2023–2025; settle 3/1/2026 |
| 2022 RSUs | 4,451 | Unvested ($351,718) | 1/3 each starting 3/1/2023 |
| 2022 PSUs | — | Earned based on performance (ROIC 89.28%, rTSR capped 194.92%; total 142.1%) | Paid per plan following performance certification |
Values reflect $79.02 stock price on 12/31/2024 where applicable.
Pensions & Deferred Compensation (Sims)
- Present value of accumulated pension benefits (12/31/2024): Retirement Plan $1,177,323; Pension Restoration Plan $2,059,135; total $3,236,458.
- Non‑Qualified Deferred Compensation (2024): Employee contributions $51,208; Company contributions $69,131; aggregate earnings $204,738; year‑end balance $1,847,026.
Investment Implications
- Pay-for-performance alignment is strong: AIP tied to FCF and margin, and PSUs tied to ROIC and relative TSR drove above-target payouts alongside deleveraging and cash generation; this supports confidence in capital allocation and operational discipline ahead of Sims’ transition to CEO.
- Near-term technicals: Scheduled RSU tranches vest each March 1 and PSU settlements at cycle-end could create episodic selling pressure, though insider trading policies and 50% net‑share retention until guideline compliance mitigate misalignment risk.
- Retention and change-in-control risk are well‑managed: double‑trigger CIC severance at 1.5x (salary+target AIP) and non‑CIC severance at 1x salary balance retention protection with shareholder discipline; no tax gross‑ups or single‑trigger vesting.
- Governance quality: high say‑on‑pay support (98%), robust clawback, no hedging/pledging and meaningful ownership requirements reduce red‑flag risk and align leadership with shareholders into the CEO transition.