Cover
Cover | 12 Months Ended |
Dec. 31, 2023 | |
Document Information [Line Items] | |
Document Type | PRE 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | Sylvamo Corporation |
Entity Central Index Key | 0001856485 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||
Pay vs Performance Disclosure, Table | Pay Versus Performance The MDCC designed an executive compensation program to link a majority of our NEOs’ realized compensation to achievement of Sylvamo’s financial, commercial and strategic goals, and to align executives’ interest with those of shareowners. The table below shows the total compensation for our NEOs for the past three years, the “compensation actually paid” to our CEO and, on an average basis, our other NEOs, our TSR, the TSR of the S&P Small Cap Materials Index, our net income and our financial performance measure for compensatory purposes, Free Cash Flow. Value of Initial Year (1) Summary for CEO ($) (2) Compensation Actually Paid to CEO ($) (3) Average Summary for Other Non-CEO (4) Average Actually Paid To Other Non-CEO (5) Total Peer Group (6) Net Income (7) Free Cash (8) 2023 6,825,588 7,761,689 1,759,174 1,891,696 154.36 116.45 253 294 2022 6,910,195 9,884,131 1,808,233 2,451,556 148.12 97.06 118 332 2021 3,621,135 3,557,687 1,043,829 1,026,713 84.52 103.35 62 117 (1) On October 1, 2021, the Company spun off from International Paper and became a publicly traded company, as such we are reporting fiscal 2023 and 2022 and the period October 1, 2021 through December 31, 2021. (2) The amounts shown in this column represent the total compensation, per the Summary Compensation Table, (see page 48), for our CEO, Mr. Ribiéras, for the period October 1, 2021 through December 31, 2021 and fiscal years 2022 and 2023. (3) SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine “compensation actually paid” as reported above. The amounts shown do not necessarily reflect the actual amounts of compensation paid to our CEO or other NEOs during the applicable year as they include (i) the year-end Year/ Executive Summary Reported Value of Equity Awards ($) (a) Equity (b) Reported (c) Pension ($) (d) Compensation ($) 2023 CEO, Mr. Ribiéras 6,825,588 (4,179,676 ) 5,239,521 (123,744 ) — 7,761,689 Other NEOs 1,759,174 (741,928 ) 932,921 (58,472 ) — 1,891,696 2022 CEO, Mr. Ribiéras 6,910,195 (3,880,598 ) 6,854,534 — — 9,884,131 Other NEOs 1,808,233 (721,762 ) 1,365,085 — — 2,451,556 Q4 2021 CEO, Mr. Ribiéras 3,621,135 (2,917,599 ) 2,854,151 — — 3,557,687 Other NEOs 1,043,829 (787,061 ) 769,945 — — 1,026,713 (a) The amounts shown in this column represent the grant date fair value of the equity awards to our CEO and other NEOs, as reported in the “Stock Awards” column in the Summary Compensation Table for each applicable year. (b) The amounts shown in this column represents the year-over-year change in the fair value of equity awards to our CEO and other NEOs, as itemized in the table below. 2023 2022 2021 Fair Value of Equity Awards CEO Other NEOs CEO Other NEOs CEO Other NEOs As of December 31, 2023 for unvested awards granted during the year 4,446,961 789,373 5,182,320 963,871 2,854,151 769,945 Year-over-year increase of unvested awards granted in prior years 744,829 133,897 1,433,089 338,448 — — Increase from prior fiscal year-end 47,731 9,651 239,125 62,766 — — Total Equity Award Adjustments 5,239,521 932,921 6,854,534 1,365,085 2,854,151 769,945 (c) Amounts shown represent the change in the actuarial present value of our CEO’s and other NEOs’ accumulated benefit under all benefit and actuarial pension plans in which they participant, as reported in the “Change in Pension Value & Nonqualified Deferred Compensation Earnings” column in the Summary Compensation Table. (d) Amounts shown represent the actuarially determined service cost for services rendered under all benefit and actuarial pension plans in which our CEO and other NEOs participate. (4) The amounts shown in this column represent the total compensation reported for our NEOs, other than the CEO, in the Summary Compensation Table. (5) The amounts shown in this column represent the total compensation, per the Summary Compensation Table, for our NEOs, other than the CEO, for the period October 1, 2021 through December 31, 2021 and fiscal year 2023 and 2022. (6) The amounts shown in this column are in millions and reflect the cumulative total shareholder return of the S&P Small Cap Materials Index, as of December 31, 2023, weighted according to the constituent companies’ market capitalization at the beginning of each period for which a return is indicated. The S&P Small Cap Materials Index is the peer group used by Sylvamo for purposes of Item 201(e) of Regulation S-K 10-K (7) The amounts shown are in millions and reflect fiscal 2023 and 2022 Net Income and Net Income for the period October 1, 2021 through December 31, 2021. (8) The amounts shown are in millions and reflect the Free Cash Flow for the years ended December 31, 2023 and 2022 and for the period October 1, 2021 through December 31, 2021. See the reconciliation to U.S. GAAP starting on page 70. | ||
Company Selected Measure Name | Free Cash Flow | ||
Named Executive Officers, Footnote | Below is a calculation of “compensation actually paid” to the CEO and other NEOs (“Other NEOs”), which for 2023 are Messrs. Sims, Barron, Davoli and Gibson, for 2022 are Messrs. Sims, Gibson, Barron and Wilczynski, and for 2021 Messrs. Sims, Gibson, Cleves and Wilczynski: | ||
Peer Group Issuers, Footnote | The amounts shown in this column are in millions and reflect the cumulative total shareholder return of the S&P Small Cap Materials Index, as of December 31, 2023, weighted according to the constituent companies’ market capitalization at the beginning of each period for which a return is indicated. The S&P Small Cap Materials Index is the peer group used by Sylvamo for purposes of Item 201(e) of Regulation S-K 10-K | ||
PEO Total Compensation Amount | $ 6,825,588 | $ 6,910,195 | $ 3,621,135 |
PEO Actually Paid Compensation Amount | $ 7,761,689 | 9,884,131 | 3,557,687 |
Adjustment To PEO Compensation, Footnote | (3) SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine “compensation actually paid” as reported above. The amounts shown do not necessarily reflect the actual amounts of compensation paid to our CEO or other NEOs during the applicable year as they include (i) the year-end Year/ Executive Summary Reported Value of Equity Awards ($) (a) Equity (b) Reported (c) Pension ($) (d) Compensation ($) 2023 CEO, Mr. Ribiéras 6,825,588 (4,179,676 ) 5,239,521 (123,744 ) — 7,761,689 Other NEOs 1,759,174 (741,928 ) 932,921 (58,472 ) — 1,891,696 2022 CEO, Mr. Ribiéras 6,910,195 (3,880,598 ) 6,854,534 — — 9,884,131 Other NEOs 1,808,233 (721,762 ) 1,365,085 — — 2,451,556 Q4 2021 CEO, Mr. Ribiéras 3,621,135 (2,917,599 ) 2,854,151 — — 3,557,687 Other NEOs 1,043,829 (787,061 ) 769,945 — — 1,026,713 (a) The amounts shown in this column represent the grant date fair value of the equity awards to our CEO and other NEOs, as reported in the “Stock Awards” column in the Summary Compensation Table for each applicable year. (b) The amounts shown in this column represents the year-over-year change in the fair value of equity awards to our CEO and other NEOs, as itemized in the table below. 2023 2022 2021 Fair Value of Equity Awards CEO Other NEOs CEO Other NEOs CEO Other NEOs As of December 31, 2023 for unvested awards granted during the year 4,446,961 789,373 5,182,320 963,871 2,854,151 769,945 Year-over-year increase of unvested awards granted in prior years 744,829 133,897 1,433,089 338,448 — — Increase from prior fiscal year-end 47,731 9,651 239,125 62,766 — — Total Equity Award Adjustments 5,239,521 932,921 6,854,534 1,365,085 2,854,151 769,945 (c) Amounts shown represent the change in the actuarial present value of our CEO’s and other NEOs’ accumulated benefit under all benefit and actuarial pension plans in which they participant, as reported in the “Change in Pension Value & Nonqualified Deferred Compensation Earnings” column in the Summary Compensation Table. (d) Amounts shown represent the actuarially determined service cost for services rendered under all benefit and actuarial pension plans in which our CEO and other NEOs participate. | ||
Non-PEO NEO Average Total Compensation Amount | $ 1,759,174 | 1,808,233 | 1,043,829 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 1,891,696 | 2,451,556 | 1,026,713 |
Adjustment to Non-PEO NEO Compensation Footnote | (3) SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine “compensation actually paid” as reported above. The amounts shown do not necessarily reflect the actual amounts of compensation paid to our CEO or other NEOs during the applicable year as they include (i) the year-end Year/ Executive Summary Reported Value of Equity Awards ($) (a) Equity (b) Reported (c) Pension ($) (d) Compensation ($) 2023 CEO, Mr. Ribiéras 6,825,588 (4,179,676 ) 5,239,521 (123,744 ) — 7,761,689 Other NEOs 1,759,174 (741,928 ) 932,921 (58,472 ) — 1,891,696 2022 CEO, Mr. Ribiéras 6,910,195 (3,880,598 ) 6,854,534 — — 9,884,131 Other NEOs 1,808,233 (721,762 ) 1,365,085 — — 2,451,556 Q4 2021 CEO, Mr. Ribiéras 3,621,135 (2,917,599 ) 2,854,151 — — 3,557,687 Other NEOs 1,043,829 (787,061 ) 769,945 — — 1,026,713 (a) The amounts shown in this column represent the grant date fair value of the equity awards to our CEO and other NEOs, as reported in the “Stock Awards” column in the Summary Compensation Table for each applicable year. (b) The amounts shown in this column represents the year-over-year change in the fair value of equity awards to our CEO and other NEOs, as itemized in the table below. 2023 2022 2021 Fair Value of Equity Awards CEO Other NEOs CEO Other NEOs CEO Other NEOs As of December 31, 2023 for unvested awards granted during the year 4,446,961 789,373 5,182,320 963,871 2,854,151 769,945 Year-over-year increase of unvested awards granted in prior years 744,829 133,897 1,433,089 338,448 — — Increase from prior fiscal year-end 47,731 9,651 239,125 62,766 — — Total Equity Award Adjustments 5,239,521 932,921 6,854,534 1,365,085 2,854,151 769,945 (c) Amounts shown represent the change in the actuarial present value of our CEO’s and other NEOs’ accumulated benefit under all benefit and actuarial pension plans in which they participant, as reported in the “Change in Pension Value & Nonqualified Deferred Compensation Earnings” column in the Summary Compensation Table. (d) Amounts shown represent the actuarially determined service cost for services rendered under all benefit and actuarial pension plans in which our CEO and other NEOs participate. | ||
Compensation Actually Paid vs. Total Shareholder Return | |||
Compensation Actually Paid vs. Net Income | |||
Compensation Actually Paid vs. Company Selected Measure | |||
Total Shareholder Return Vs Peer Group | |||
Tabular List, Table | Performance Measures The list below illustrates the four most important financial performance measures and link the “compensation actually paid” to company performance for our CEO and other NEOs in 2023. Each of these metrics is described in more detail in the CD&A under the section “Elements of Our Executive Compensation Program” beginning on page 42. Financial Performance Measures Adjusted EBITDA Margin Free Cash Flow Relative Total Shareholder Return Return on Invested Capital | ||
Total Shareholder Return Amount | $ 154.36 | 148.12 | 84.52 |
Peer Group Total Shareholder Return Amount | 116.45 | 97.06 | 103.35 |
Net Income (Loss) | $ 253,000,000 | $ 118,000,000 | $ 62,000,000 |
Company Selected Measure Amount | 294,000,000 | 332,000,000 | 117,000,000 |
PEO Name | Mr. Ribiéras | ||
Measure:: 1 | |||
Pay vs Performance Disclosure | |||
Name | Adjusted EBITDA Margin | ||
Measure:: 2 | |||
Pay vs Performance Disclosure | |||
Name | Free Cash Flow | ||
Non-GAAP Measure Description | The amounts shown are in millions and reflect the Free Cash Flow for the years ended December 31, 2023 and 2022 and for the period October 1, 2021 through December 31, 2021. See the reconciliation to U.S. GAAP starting on page 70. | ||
Measure:: 3 | |||
Pay vs Performance Disclosure | |||
Name | Relative Total Shareholder Return | ||
Measure:: 4 | |||
Pay vs Performance Disclosure | |||
Name | Return on Invested Capital | ||
PEO | Reported Value of Equity Awards [Member] | |||
Pay vs Performance Disclosure | |||
Adjustment to Compensation, Amount | $ (4,179,676) | $ (3,880,598) | $ (2,917,599) |
PEO | Equity Award Adjustments [Member] | |||
Pay vs Performance Disclosure | |||
Adjustment to Compensation, Amount | 5,239,521 | 6,854,534 | 2,854,151 |
PEO | Reported Change in the Actuarial Present Value of Pension Benefits [Member] | |||
Pay vs Performance Disclosure | |||
Adjustment to Compensation, Amount | (123,744) | ||
PEO | Unvested Awards Granted During the Year [Member] | |||
Pay vs Performance Disclosure | |||
Adjustment to Compensation, Amount | 4,446,961 | 5,182,320 | 2,854,151 |
PEO | Yearoveryear increase of unvested awards granted in prior years [Member] | |||
Pay vs Performance Disclosure | |||
Adjustment to Compensation, Amount | 744,829 | 1,433,089 | |
PEO | Prior Fiscal Yearend for Awards that Vested During the Year [Member] | |||
Pay vs Performance Disclosure | |||
Adjustment to Compensation, Amount | 47,731 | 239,125 | |
Non-PEO NEO | Reported Value of Equity Awards [Member] | |||
Pay vs Performance Disclosure | |||
Adjustment to Compensation, Amount | (741,928) | (721,762) | (787,061) |
Non-PEO NEO | Equity Award Adjustments [Member] | |||
Pay vs Performance Disclosure | |||
Adjustment to Compensation, Amount | 932,921 | 1,365,085 | 769,945 |
Non-PEO NEO | Reported Change in the Actuarial Present Value of Pension Benefits [Member] | |||
Pay vs Performance Disclosure | |||
Adjustment to Compensation, Amount | (58,472) | ||
Non-PEO NEO | Unvested Awards Granted During the Year [Member] | |||
Pay vs Performance Disclosure | |||
Adjustment to Compensation, Amount | 789,373 | 963,871 | $ 769,945 |
Non-PEO NEO | Yearoveryear increase of unvested awards granted in prior years [Member] | |||
Pay vs Performance Disclosure | |||
Adjustment to Compensation, Amount | 133,897 | 338,448 | |
Non-PEO NEO | Prior Fiscal Yearend for Awards that Vested During the Year [Member] | |||
Pay vs Performance Disclosure | |||
Adjustment to Compensation, Amount | $ 9,651 | $ 62,766 |