Joia Johnson
About Joia M. Johnson
Independent director at Sylvamo since 2021; age 65 as of April 4, 2025. Former Chief Administrative Officer, General Counsel and Corporate Secretary at Hanesbrands Inc. Education: JD (University of Pennsylvania), MBA (The Wharton School, University of Pennsylvania), BA (Duke University). Current public boards include Global Payments Inc. and Regions Financial Corp./Regions Bank; professional background spans legal, human capital, CSR, government/trade relations, corporate security, and M&A leadership in public companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hanesbrands Inc. | Chief Administrative Officer | 2016–2021 | Senior leadership across HR, CSR, government/trade relations, security; enterprise administration |
| Hanesbrands Inc. | Chief Legal Officer, General Counsel and Corporate Secretary | 2007–2021 | Led global legal, corporate secretary; supported M&A |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Global Payments Inc. | Director | Current | Compensation Committee; Governance & Nominating Committee |
| Regions Financial Corp. / Regions Bank | Director | Current | Nominating & Corporate Governance Committee; Compensation & Human Resources Committee (Chair) |
| Crawford & Company | Director | 2011–2019 (prior) | Compensation Committee (former Chair); Audit Committee |
| American Arbitration Association | Board member; past Chair | Current | Nonprofit governance |
| Atlanta Historical Society, Inc. | Chair | Current | Nonprofit leadership |
| Atlantic Council | Board and Executive Committee | Current | Policy think tank governance |
| Executive Leadership Council; Society of International Business Fellows; NACD | Member | Current | Professional affiliations |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined all directors other than the CEO are independent (includes Ms. Johnson) |
| Board committees | Management Development & Compensation (member); Nominating & Corporate Governance (member) |
| Chair roles | None at Sylvamo (committee chairs are Desmond—Audit; Bruce—MDCC; Petratis—NCG) |
| Lead Independent Director | Role held by David Petratis; executive sessions presider |
| Executive sessions | 4 executive sessions of independent directors in 2024 |
| Attendance | In 2024, Board met 5x; Audit 6x; MDCC 5x; NCG 4x; each incumbent director attended ≥75% of aggregate meetings of the Board and their committees |
| Overboarding policy | Limits: max 3 public boards in addition to Sylvamo; if serving as a public-company executive, max 1 in addition to Sylvamo; audit committee limit of 2 in addition to Sylvamo; time-commitment review added in 2025 |
| Hedging/pledging | Policy prohibits pledging and hedging for directors; also prohibits short sales and options trading |
| Related-party oversight | NCG Committee oversees potential conflicts/related-party transactions |
Fixed Compensation (Non-Employee Director Pay – 2024)
| Component | Amount ($) | Notes |
|---|---|---|
| Cash retainer | 100,000 | Quarterly in arrears; can elect DSUs instead of cash |
| Equity retainer (RSUs or DSUs) | 125,000 | Granted at/around annual meeting; 2024 equity valued at $70.28 per share basis for award sizing |
| Committee chair fees (if applicable) | N/A | Audit Chair $25,000; MDCC Chair $20,000; NCG Chair $15,000; Ms. Johnson not a chair |
| Lead Independent Director fee (if applicable) | N/A | $25,000; not applicable to Ms. Johnson |
| 2024 total reported (Ms. Johnson) | 225,028 | Fees earned $100,000; stock awards $125,028 |
Performance Compensation
- Not applicable for non-employee directors; Sylvamo provides time-based RSUs or DSUs (no performance metrics) as the equity component of the annual retainer .
Other Directorships & Interlocks
- Current public boards: Global Payments Inc. (Compensation; Governance & Nominating) and Regions Financial Corp./Regions Bank (NCG; Compensation & HR, Chair) .
- Compensation Committee interlocks: None disclosed for 2024 at Sylvamo .
- Related-party transactions: None involving directors/officers/5% holders since Jan 1, 2024 (other than standard indemnification and a Cooperation Agreement with a 16% holder, which relates to two other directors) .
Expertise & Qualifications
- Legal and regulatory: Former Chief Legal Officer and Corporate Secretary; governance, compliance, and M&A oversight .
- Human capital and compensation: Committee leadership at other public companies; MDCC member at Sylvamo .
- Corporate social responsibility and security; government/trade relations: Prior executive remit at Hanesbrands .
- Education: JD (University of Pennsylvania), MBA (Wharton), BA (Duke) .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership of SLVM common stock | “—” (no common shares reported as of Mar 18, 2025; DSUs/RSUs generally excluded from “beneficial ownership” unless vesting within 60 days) |
| Aggregate RSUs/DSUs outstanding | 10,637 units (incl. reinvested dividends) as of Dec 31, 2024 |
| Director stock ownership guideline | 5x annual cash retainer ($500,000); 5-year compliance window; must retain 50% of net shares until met |
| Compliance status (as of 12/31/2024) | All directors were in compliance with the program |
| Hedging/pledging | Prohibited for directors |
Governance Assessment
-
Strengths
- Independent director with deep legal/governance and compensation expertise; sits on Sylvamo’s MDCC and NCG committees, aligning skills with committee mandates .
- Strong director pay design with meaningful equity (56% of retainer) and robust ownership guidelines; all directors reported compliant as of 12/31/2024, supporting alignment .
- Board-level risk controls include anti-hedging/pledging policy, regular executive sessions, and time-commitment/overboarding limits enhanced in 2025; attendance thresholds met in 2024 .
- Compensation oversight quality signals: MDCC uses an independent consultant (FW Cook), multi-metric incentive design, clawback policy; Say-on-Pay support was 98% in 2024, indicating investor confidence in pay governance .
-
Watch items / potential red flags
- Beneficial ownership table shows no directly held common shares for Ms. Johnson; while DSUs/RSUs (10,637) and policy compliance mitigate alignment concerns, some investors prefer visible open-market ownership by directors .
- Multiple board service requires ongoing time-commitment monitoring; current Sylvamo policy appears to address overboarding risk and Ms. Johnson’s roles fit within policy parameters .
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Conflicts/related-party
- No related-party transactions disclosed involving Ms. Johnson; Compensation Committee interlocks not present in 2024 .