01—Abstract
Summary
Summary of the 8-K filed February 28, 2025. Cited figures are marked; the original filing is the authoritative source.
International Paper filed this Current Report on Form 8-K to disclose executive leadership changes effective April 1, 2025.
The Board appointed Timothy S. Nicholls, currently senior vice president and chief financial officer, as executive vice president and president – DS Smith, an International Paper company, a newly created role leading the business in Europe, Middle East and Africa (EMEA). In that role he will oversee all EMEA operations, lead integration efforts, and report directly to Chief Executive Officer and Chairman Andrew K.
Silvernail. The Company has not entered into any agreements with Mr. Nicholls or changed his compensation in connection with the appointment. Lance T.
Loeffler, 48, was appointed senior vice president and chief financial officer, effective April 1, 2025, succeeding Mr. Nicholls and reporting directly to Mr. Silvernail. He joins from Halliburton, where he most recently served as senior vice president, Middle East and North Africa, and previously as executive vice president and chief financial officer. Under his offer letter dated February 26, 2025, he will receive an annual base salary of $850,000,a a target annual bonus of 100% of base salary, a one-time inducement RSU award with a grant date fair value of $1,700,000, and a 2025 long-term incentive PSU grant with a grant date fair value of $3,500,000.
The filing also describes enhanced severance protections for Mr. Loeffler. A Qualifying Termination entitles him to a lump sum cash severance of one and a half times the sum of base salary and target bonus, and this increases to two times if the termination occurs within two years of a change in control. The press release furnished as Exhibit 99.1 announces both changes and describes the integration of DS Smith, which the release states was acquired in 2025.
02—Key points
Key Highlights
- Timothy S. Nicholls, currently CFO, was named executive vice president and president – DS Smith, a newly created role leading EMEA operations, effective April 1, 2025.
- Lance T. Loeffler, 48, previously of Halliburton, was appointed senior vice president and chief financial officer effective April 1, 2025, succeeding Mr. Nicholls.
- Loeffler's offer letter provides an annual base salary of $850,000 and a target AIP bonus of 100% of base salary.
- A one-time inducement RSU grant with a grant date fair value of $1,700,000 and a 2025 PSU grant with a grant date fair value of $3,500,000 were awarded to Loeffler.
- Loeffler's severance is one and a half times base salary plus target bonus on a Qualifying Termination, rising to two times within two years after a change in control.
- The Company states it has not entered into any agreements with Mr. Nicholls or changed his compensation in connection with his new role.
- Both leadership changes are announced in a press release furnished as Exhibit 99.1, dated February 28, 2025.
03—Questions
Frequently Asked Questions
Who is replacing Tim Nicholls as chief financial officer?
Lance T. Loeffler, 48, was appointed senior vice president and chief financial officer effective April 1, 2025. He previously served at Halliburton, most recently as senior vice president, Middle East and North Africa, and earlier as executive vice president and chief financial officer from 2018 to 2022.
What is Tim Nicholls's new role?
Mr. Nicholls was appointed executive vice president and president – DS Smith, an International Paper company, a newly created role effective April 1, 2025. He will oversee all operations in the EMEA region, lead integration efforts, and report directly to Chairman and CEO Andrew K. Silvernail.
What compensation will the new CFO receive?
Under his offer letter dated February 26, 2025, Mr. Loeffler will receive an annual base salary of $850,000, a target AIP bonus of 100% of base salary, a pro-rata 2025 bonus, a one-time inducement RSU grant with a grant date fair value of $1,700,000, and a 2025 PSU grant with a grant date fair value of $3,500,000.
Did Mr. Nicholls receive new compensation for his new role?
No. The Company states it has not entered into any agreements with Mr. Nicholls or made any changes to his compensation in connection with the appointment. The filing notes an ordinary course salary increase approved December 9, 2024, which was previously disclosed.
What severance protections does the new CFO have?
On a Qualifying Termination, Mr. Loeffler receives a lump sum cash severance of one and a half times the sum of base salary and target bonus, a pro-rata bonus based on actual performance, 18 months of health and welfare benefit continuation, and 12 months of outplacement services. Within two years after a change in control, the cash severance rises to two times that sum, with two years of subsidized benefits.
04—Continue