Matthew Barron
Senior Vice President, Chief Administrative and Legal Officer, and Corporate Secretary at Sylvamo
Executive
About Matthew Barron
Matthew L. Barron, age 53, is Senior Vice President, Chief Administrative & Legal Officer and Corporate Secretary of Sylvamo, a role he assumed in April 2024 after serving as SVP and General Counsel since October 2021; he previously held senior legal and finance roles at International Paper and practiced at Sullivan & Worcester LLP (BOS) . Barron’s compensation is tied to company performance, with annual incentives based on Free Cash Flow and Adjusted EBITDA Margin and long-term PSUs linked to Absolute ROIC and relative TSR; Sylvamo delivered 2024 Adjusted EBITDA of $632M (17% margin), Free Cash Flow of $248M, and a 3‑year TSR of 166.73% (93rd percentile vs peers), supporting strong incentive outcomes . He beneficially owns 23,695 Sylvamo shares (<1%), is subject to SVP stock ownership guidelines (3x base salary) with retention and strict prohibitions on hedging/pledging, and Sylvamo’s say‑on‑pay support was 98% in May 2024, indicating investor alignment .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Sylvamo | SVP, Chief Administrative & Legal Officer; Corporate Secretary | Apr 2024–present | Executive oversight of legal/admin; corporate secretary responsibilities including SEC filings and governance |
| Sylvamo | SVP, General Counsel; Corporate Secretary | Oct 2021–Mar 2024 | Led legal function post‑spin; supported governance, M&A, and disclosures |
| International Paper | Associate General Counsel (corporate law, EHS, IT, IP) | 2018–2021 | Oversight across corporate domains; supported global businesses |
| International Paper | Associate General Counsel (Papers, Pulp, Consumer Packaging); dedicated to Global Cellulose Fibers post‑Weyerhaeuser deal | 2014–2018 | Business legal support and integration following major acquisition |
| International Paper | Finance Director, Consumer Packaging; then General Counsel, xpedx (distribution spin‑off support) | 2011–2014 | Finance leadership; executed spin‑off legal work |
| International Paper | Corporate law attorney (M&A, securities) | 2006–2011 | Led transactions and securities compliance |
| Sullivan & Worcester LLP | Attorney | Pre‑2006 | Foundational legal practice |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Mid‑South Food Bank | Director | 2018–present | Regional non‑profit governance; community impact aligned with HQ region |
| ASG Worldwide (AGI‑Shorewood), an Atlas Holdings LLC business | Director | 2012–2017 | Board oversight; packaging sector exposure |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $480,000 | $504,000 (promotion‑driven; +$24,000) |
| AIP Target ($) | $312,000 | $327,600 |
| AIP Earned Award ($) | $224,700 | $477,300 |
| LTIP Stock Awards (grant‑date fair value, $) | $679,251 | $1,073,690 |
| All Other Compensation ($) | $93,335 | $73,885 |
Performance Compensation
Annual Incentive Plan (2024 Results)
| Metric | Weight | Threshold | Target Range | Max | Actual | % of Target Earned | Contribution to Payout |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA Margin | 50% | 13.0% | 14.5%–16.1% | 17.6% | 16.8% | 146.67% | 73.33% |
| Free Cash Flow ($M) | 50% | $177.6 | $210.9–$233.1 | $266.4 | $248.0 | 144.74% | 72.37% |
| Total Company Achievement | 100% | — | — | — | — | — | 145.71% |
| Individual Modifier (Barron) | — | — | — | — | — | — | 100% |
LTIP PSUs (2022 Cycle Payouts, settled based on 2022–2024 performance)
| Metric | Weight | Target | Actual | Payout |
|---|---|---|---|---|
| Absolute ROIC | 50% | Company‑set (not disclosed) | 26.56% | 89.28% |
| Relative TSR (vs S&P 600 Small Cap Materials) | 50% | Median percentile | 93rd percentile | 194.92% (capped by value limit) |
| Total PSU Award Payout | — | — | — | 142.1% |
LTIP Structure (2024 Grants)
- Mix: 60% PSUs (Absolute ROIC 50%; rTSR 50%) and 40% RSUs; PSUs settle March 1, 2027; RSUs vest in equal one‑third tranches each March 1 over three years .
- Dividend Equivalent Units accrue on unvested awards; subject to same conditions .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 23,695 shares; <1% of outstanding (40,720,315 shares as of Mar 18, 2025) |
| RSUs (unvested) | 2/22/2022: 1,780 ($140,656); 3/1/2023: 3,844 ($303,753); 3/1/2024: 7,223 ($570,761) |
| PSUs (unearned, outstanding) | 2023 LTIP: 12,269 ($969,496); 2024 LTIP: 13,906 ($1,098,852) |
| Options | None granted; Company does not grant or reprice options |
| Pledging/Hedging | Prohibited for directors/officers; short selling and margin accounts banned |
| Stock Ownership Guidelines | SVP: 3x base salary; counts RSUs/DEUs; 50% net‑share retention until met; all NEOs in compliance as of Dec 31, 2024 |
Employment Terms
- Severance (Executive Severance Plan): Non‑CIC qualifying termination → lump sum equal to one times annual base salary; CIC double‑trigger within two years → 1.5x base salary + target AIP, plus pro‑rata AIP at target; continuation of group health coverage (up to 18 months; non‑CIC for executives other than CEO up to one year); outplacement benefits; requires release .
- Change‑in‑Control Equity: No single‑trigger vesting; equity vests only upon double‑trigger or if replacement awards are not granted by acquirer .
- Restrictive Covenants: One‑year post‑termination non‑compete and non‑solicit; perpetual confidentiality and non‑disparagement; violations may trigger clawback/forfeiture .
- Clawback: Recoupment for accounting restatements and misconduct; AIP/LTIP awards subject to forfeiture under defined triggers .
- Deferred Compensation (DCSP): 2024 contributions—Executive $30,376; Company $37,211; earnings $41,894; withdrawal $92,752; year‑end balance $380,668 .
- Pension: Not a participant in Retirement Plan or Pension Restoration Plan .
- Perquisites: None material beyond standard benefits; company caps CEO personal aircraft; Barron’s 2024 “All Other” comp reflects retirement and match, insurance, and a $500 matching gift .
Performance & Track Record
- Company Results/Levers during Barron’s tenure: 2024 Adjusted EBITDA $632M (17% margin), Free Cash Flow $248M, net debt/Adj EBITDA 0.9x, with capital allocation toward deleveraging and high‑return projects; AIP metrics exceeded targets driving 2024 payouts .
- Long‑term value creation: 3‑year TSR 166.73% and 93rd percentile vs peer group, yielding capped rTSR PSU payouts; Absolute ROIC averaged 26.56% for 2022 cycle .
- Governance execution: As Corporate Secretary/CAO, Barron signed multiple 8‑Ks and rights plan documents, including November 2025 limited‑duration rights plan adoption and administrative agreements, evidencing oversight of governance responses to strategic events .
- Activism context: 2023 Cooperation Agreement with Atlas Holdings added two directors, later terminated in Nov 2025 with resignations; filings executed under Barron’s signature .
Compensation Structure Analysis
- Pay‑for‑Performance Alignment: AIP metrics (50% FCF, 50% Adjusted EBITDA Margin) tie cash bonuses to cash generation and margin resilience; LTIP PSUs split 50/50 between Absolute ROIC and rTSR, balancing internal returns and market outperformance .
- Mix Shift/Retention: 2024 saw increased equity grant value ($1.07M) concurrent with promotion; RSUs vest ratably to support retention while PSUs maintain performance risk .
- Governance Safeguards: Double‑trigger CIC, capped CIC severance, robust clawback, non‑compete/non‑solicit, and strict anti‑hedging/pledging policies mitigate misalignment and risk .
- Benchmarking: Compensation targeted at market median using a 17‑company peer set and survey data; 2024 base increases constrained (no NEO increases except Barron’s promotion) aligning with cost discipline (Project Horizon) .
Risk Indicators & Red Flags
- Hedging/Pledging: Prohibited for executives—reduces misalignment risk .
- Tax Gross‑Ups: None on NEO compensation (except mobility‑related cases not applicable to Barron in 2024), shareholder‑friendly .
- Option Repricing: Prohibited; no options outstanding .
- Say‑on‑Pay Support: 98% approval for 2023 compensation in May 2024 indicates low shareholder friction .
- Related Party Transactions: No Barron‑specific related party disclosures noted in proxies; Company maintains related person transaction policies .
Compensation Peer Group (Benchmarking)
- Peer methodology: Similar scale/industry, profitability, global scope, geography; 17‑company list used for 2024 compensation comparisons (e.g., Packaging Corp., Sealed Air, Sonoco, Louisiana‑Pacific, Silgan, Greif, etc.) . Pay targeted at median; individual variation by role, performance, and internal equity .
Equity Vesting Schedules and Insider Selling Pressure
- RSUs: 2024 RSUs vest in equal one‑third tranches on March 1, 2025–2027; creates scheduled liquidity events but 50% net‑share retention requirement and anti‑hedging/pledging policies temper selling pressure .
- PSUs: 2024 PSUs settle March 1, 2027 based on 2024–2026 performance; negative TSR caps rTSR payout at 100%, limiting windfalls .
- Trading Windows: Insider trading policy imposes blackout periods; Barron, as an insider, is restricted accordingly .
Employment Contracts, Severance, and CIC Economics
| Provision | Terms |
|---|---|
| Non‑CIC Severance | 1x base salary (lump sum) for qualifying termination (other than death/disability/for cause) or resignation for good reason; health coverage continuation; outplacement |
| CIC (Double Trigger) | 1.5x base salary + target AIP (lump sum) if qualifying termination within two years post‑CIC; pro‑rata AIP at target; equity vests only if replacement awards are not provided |
| Covenants | 1‑year non‑compete/non‑solicit; perpetual confidentiality/non‑disparagement; release required at termination |
| Clawback | Restatement/misconduct recoupment; AIP/LTIP forfeiture triggers |
Investment Implications
- Alignment: Barron’s incentives tie to cash generation, margins, ROIC, and rTSR, with retention via RSUs and stringent ownership/retention rules—favorable for shareholder alignment .
- Upcoming Liquidity Events: RSU tranches vest annually (Mar 1), but retention and anti‑hedging/pledging policies reduce near‑term selling pressure; PSU settlement (Mar 1, 2027) creates longer‑dated performance‑linked exposure .
- Governance Stability: Robust clawback and double‑trigger CIC terms reduce windfall risk; high say‑on‑pay support (98%) suggests investor confidence in pay design .
- Execution/Strategy: Strong 2024 AIP overachievement (145.71%) and 3‑year TSR outperformance (93rd percentile) underpin credibility of performance metrics; continued capital discipline and Project Horizon savings provide tailwinds to incentive realization .