Clearwater Paper Corp. Schedules 2024 Annual Meeting of Stockholders for May 9

Ticker: CLW · Form: DEF 14A · Filed: Mar 29, 2024 · CIK: 1441236

Sentiment: neutral

Topics: Proxy Statement, Annual Meeting, Shareholder Vote, Executive Compensation, Clearwater Paper

TL;DR

<b>Clearwater Paper Corp. will hold its 2024 Annual Meeting of Stockholders on May 9, 2024.</b>

AI Summary

Clearwater Paper Corp (CLW) filed a Proxy Statement (DEF 14A) with the SEC on March 29, 2024. Clearwater Paper Corporation (CLW) filed a Definitive Proxy Statement (DEF 14A) on March 29, 2024. The filing pertains to the company's Annual Meeting of Stockholders scheduled for May 9, 2024. The company's principal executive offices are located at 601 West Riverside Avenue, Suite 1100, Spokane, WA 99201. Clearwater Paper Corp. was formerly known as Potlatch Forest Products Corp. until July 28, 2008. The filing includes information related to executive compensation and equity awards for the fiscal year ending December 31, 2023.

Why It Matters

For investors and stakeholders tracking Clearwater Paper Corp, this filing contains several important signals. This DEF 14A filing provides shareholders with crucial information regarding the upcoming annual meeting, including details on voting matters, director nominations, and executive compensation, enabling informed participation. The proxy statement details executive compensation and equity awards for the 2023 fiscal year, offering transparency into how the company incentivizes its leadership and aligns their interests with shareholders.

Risk Assessment

Risk Level: low — Clearwater Paper Corp shows low risk based on this filing. The filing is a routine DEF 14A proxy statement, which is standard for publicly traded companies and does not contain significant new financial or operational information that would alter the company's risk profile.

Analyst Insight

Review the proxy statement to understand the proposals being voted on at the annual meeting and the details of executive compensation packages.

Key Numbers

Key Players & Entities

FAQ

When did Clearwater Paper Corp file this DEF 14A?

Clearwater Paper Corp filed this Proxy Statement (DEF 14A) with the SEC on March 29, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by Clearwater Paper Corp (CLW).

Where can I read the original DEF 14A filing from Clearwater Paper Corp?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Clearwater Paper Corp.

What are the key takeaways from Clearwater Paper Corp's DEF 14A?

Clearwater Paper Corp filed this DEF 14A on March 29, 2024. Key takeaways: Clearwater Paper Corporation (CLW) filed a Definitive Proxy Statement (DEF 14A) on March 29, 2024.. The filing pertains to the company's Annual Meeting of Stockholders scheduled for May 9, 2024.. The company's principal executive offices are located at 601 West Riverside Avenue, Suite 1100, Spokane, WA 99201..

Is Clearwater Paper Corp a risky investment based on this filing?

Based on this DEF 14A, Clearwater Paper Corp presents a relatively low-risk profile. The filing is a routine DEF 14A proxy statement, which is standard for publicly traded companies and does not contain significant new financial or operational information that would alter the company's risk profile.

What should investors do after reading Clearwater Paper Corp's DEF 14A?

Review the proxy statement to understand the proposals being voted on at the annual meeting and the details of executive compensation packages. The overall sentiment from this filing is neutral.

How does Clearwater Paper Corp compare to its industry peers?

Clearwater Paper Corporation operates in the paper and packaging industry, producing paperboard, printing-grade papers, and wood products.

Are there regulatory concerns for Clearwater Paper Corp?

As a publicly traded company, Clearwater Paper Corporation is subject to SEC regulations, including the requirement to file proxy statements (DEF 14A) for annual shareholder meetings.

Industry Context

Clearwater Paper Corporation operates in the paper and packaging industry, producing paperboard, printing-grade papers, and wood products.

Regulatory Implications

As a publicly traded company, Clearwater Paper Corporation is subject to SEC regulations, including the requirement to file proxy statements (DEF 14A) for annual shareholder meetings.

What Investors Should Do

  1. Review the proposals to be voted on at the May 9, 2024, Annual Meeting.
  2. Examine the executive compensation disclosures for the fiscal year ended December 31, 2023.
  3. Note the company's former name and date of change for historical context.

Key Dates

Year-Over-Year Comparison

This filing is a routine DEF 14A proxy statement and does not appear to represent a significant change from previous filings in terms of format or core content, focusing on the upcoming annual meeting.

Filing Stats: 4,303 words · 17 min read · ~14 pages · Grade level 14.6 · Accepted 2024-03-29 16:06:27

Key Financial Figures

Filing Documents

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 12 CORPORATE GOVERNANCE 14 Corporate Governance Guidelines; Code of Business Conduct and Ethics 14 Director Independence 14 Board Meetings 14 Nominees for Director 15 Board Succession Planning and Recruitment 16 Board Leadership Structure 16 Board Committees 17 Board and Risk Oversight 18 Compensation Committee Interlocks and Insider Participation 20 Communication with Directors 20 Transactions with Related Persons 20 COMPENSATION OF DIRECTORS 21 2023 Compensation of Non-Employee Directors 21 3 CORPORATE RESPONSIBILITY CORPORATE RESPONSIBILITY 24 Our Focus Areas 24 Resource Stewardship 24 Thriving People and Communities 25 Trusted Products 26 4

EXECUTIVE COMPENSATION DISCUSSION AND TABLES

EXECUTIVE COMPENSATION DISCUSSION AND TABLES COMPENSATION COMMITTEE REPORT 27

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS 28 Executive Summary 29 Listening to our Stockholders 29

Executive Compensation Practices

Executive Compensation Practices 30 2023 Executive Compensation Practice 31 2023 Annual Incentives 34 Long-Term Incentives 36 Other Compensation Related Matters 38 Clearwater Paper Corporation 2024 ii Table of Contents

EXECUTIVE COMPENSATION TABLES

EXECUTIVE COMPENSATION TABLES 42 2023 Compensation 42 Post-Employment Compensation 47 Potential Payments Upon Termination or Change of Control 49 CEO Pay Ratio 54 Pay vs Performance 56 5 AUDIT COMMITTEE REPORT AUDIT COMMITTEE REPORT 59 FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 59 6 ANNUAL MEETING INFORMATION SUMMARY 60 GENERAL INFORMATION 60

Forward Looking Statements

Forward Looking Statements 63 Internet Availability of Annual Meeting Materials 63 ANNUAL MEETING INFORMATION 63 7 PROPOSALS PROPOSAL 1—ELECTION OF DIRECTORS 68 PROPOSAL 2—RATIFICATION OF THE APPOINTMENT OF KPMG, LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2024 69 PROPOSAL 3—ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION 70 PROPOSAL 4—APPROVAL AND ADOPTION OF RESTATED CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD 71 APPENDIX A A-1 Clearwater Paper Corporation 2024 iii Table of Contents NOTICE OF ANNUAL MEETING OF STOCKHOLDERS Date: Thursday, May 9, 2024 Time: 9:00 a.m. Pacific Place: Grand Hyatt Seattle 721 Pine Street, Seattle WA 98101 Via webcast: https://register.proxypush.com/CLW Record Date: March 11, 2024 YOUR VOTE IS VERY IMPORTANT . Whether or not you plan to attend the Annual Meeting of Stockholders or Annual Meeting, we urge you to vote and submit your proxy in order to ensure the presence of a quorum. Each attendee must present the proper form of documentation (as described in the section "Annual Meeting Information") to be admitted. You may vote your shares in one of four ways: MAIL Return the proxy card by mail in the postage paid envelope INTERNET go to www.proxyvote.com TELEPHONE call the toll free number 1-800-690-6903 IN PERSON Attend the Annual Meeting with your ID. MEETING AGENDA / PROPOSALS We are holding this meeting to: elect three directors to the Clearwater Paper Corporation Board of Directors; ratify the appointment of our independent registered public accounting firm for 2024; hold an advisory vote to approve the compensation of our named executive officers; approve the Amended and Restated Certificate of Incorporation of Clearwater Paper Corporation to declassify the Board of Directors commencing with the 2025 Annual Meeting; and transact any other business that properly comes before the meeting. Financ

EXECUTIVE COMPENSATION DISCUSSION AND TABLES

EXECUTIVE COMPENSATION DISCUSSION AND TABLES 5 AUDIT COMMITTEE REPORT 6 ANNUAL MEETING INFORMATION 7 PROPOSALS 1. KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS 2023 PERFORMANCE HIGHLIGHTS OVERALL Net sales $2.1 billion Net income $108 million Adjusted EBITDA $281 million PULP AND PAPERBOARD Prices slightly higher versus prior year Soft demand from de-stocking Adjusted production to manage inventory levels CONSUMER PRODUCTS Tissue prices increased Strong operational execution Reduced input costs CAPITAL STRUCTURE Continued to maintain strong financial flexibility Repurchased $18 million of stock Reduced debt $103 million In addition to disclosing financial results calculated in accordance with U.S. generally accepted accounting principles ("GAAP"), we disclose Adjusted EBITDA which is defined as earnings before interest expense, taxes, depreciation and amortization, other operating credits and charges, net and other non-operating items. Adjusted EBITDA is not a substitute for the GAAP measure of net income. We disclose Adjusted EBITDA because it is used as important supplemental measure of our performance and believe that similarly-titled measures are frequently used by securities analysts, investors and other interested persons in the evaluation of companies in its industry, some of which present similarly-titled measures when reporting their results. We use Adjusted EBITDA to evaluate our performance as compared to other companies in our industry that have different financing and capital structures and/or tax rates. It should be noted that companies calculate similarly-titled measures differently and, therefore, as presented by us may not be comparable to similarly-titled measures reported by other companies. In addition, Adjusted EBITDA has material limitations as a performance measure because it excludes interest expense, income tax expense and depreciation and amortization which are necessary to operate our b

EXECUTIVE COMPENSATION DISCUSSION AND TABLES

EXECUTIVE COMPENSATION DISCUSSION AND TABLES 5 AUDIT COMMITTEE REPORT 6 ANNUAL MEETING INFORMATION 7 PROPOSALS CORPORATE SOCIAL RESPONSIBILITY (CSR) AND ENVIRONMENTAL HIGHLIGHTS Clearwater Paper's Board and management carefully consider the impact our decisions have beyond our bottom line. Our commitment to the environment, the communities in which we do business, and the health, safety and equal opportunity for all of our employees is the foundation of our long-term success. We are proud to highlight this commitment in the Corporate Responsibility section of this proxy and in our 2023 Sustainability Report, which can be found on our website at www.clearwaterpaper.com under "Sustainability." The Sustainability Report includes our goals to reduce greenhouse gas emissions and diversity goals. We continue to disclose our climate actions through the CDP (formerly the Carbon Disclosure Project) and increase transparency in our air emissions. In 2023, we received an overall rating of a B from the CDP. The Science Based Targets Initiative (SBTi) approved our greenhouse gas (GHG) emission reduction goals of reducing Scope 1 and 2 absolute GHG emissions 29.1% by 2030 and reducing Scope 3 GHG absolute emissions 25% by 2030. In 2022, we completed 6 energy efficiency projects, requiring an aggregate capital investment of approximately $1 million to reduce overall energy consumption, emissions and operating expenses, including approximately $270,000 to reduce energy consumption by installing new LED lighting and power quality systems, resulting in over 1.4 million kilowatt hours of energy savings. We continue working with globally recognized sustainability consultants to help us analyze and reduce our scope 1, 2 and 3 GHG emissions. Clearwater Paper Corporation 2024 3 Table of Contents 1 KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS 2 CORPORATE GOVERNANCE AND BOARD OF DIRECTORS 3 CORPORATE RESPONSIBILITY 4

EXECUTIVE COMPENSATION DISCUSSION AND TABLES

EXECUTIVE COMPENSATION DISCUSSION AND TABLES 5 AUDIT COMMITTEE REPORT 6 ANNUAL MEETING INFORMATION 7 PROPOSALS 2. CORPORATE GOVERNANCE AND BOARD OF DIRECTORS GOVERNANCE HIGHLIGHTS Commitment to Strong Governance Standards : We follow and abide by the following best practices: Independence, Board Composition and Refreshment The Board currently has 9 members, 8 of whom are independent and 4 of whom reflect diversity in gender, ethnicity, or race. Since 2019, 5 new Board members have been added to the Board. There are 3 standing committees, each made up entirely of independent directors. The independent directors meet regularly without management present. Board Practices The Board and the Board committees each perform a self-evaluation on an annual basis. The Board imposes age limits on independent directors. Clearwater Paper Corporation 2024 4 Table of Contents 1 KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS 2 CORPORATE GOVERNANCE AND BOARD OF DIRECTORS 3 CORPORATE RESPONSIBILITY 4

EXECUTIVE COMPENSATION DISCUSSION AND TABLES

EXECUTIVE COMPENSATION DISCUSSION AND TABLES 5 AUDIT COMMITTEE REPORT 6 ANNUAL MEETING INFORMATION 7 PROPOSALS Each standing committee operates under a committee charter. The Board oversees risk management practices. The Board and the Audit Committee are responsible for Data Privacy oversight. The Board oversees our sustainability practices: the Nominating and Governance Committee, or Nominating Committee, assists the Board with respect to the overall oversight and implementation of our sustainability practices, including environmental initiatives; the Compensation Committee oversees human capital management, and the Audit Committee assists with the oversight of the public reporting of sustainability data. The Board regularly receives information concerning, and provides input on, succession planning. The Board and its committees met 24 times in 2023. The Compensation Committee annually reviews the performance of our Chief Executive Officer, with the participation of all of our independent directors. The Nominating Committee performs an annual performance evaluation of the Chair of the Board. We have adopted a Code of Business Conduct and Ethics, which outlines our insider trading, anti-corruption and anti-bribery policies, and a Code of Ethics for our senior officers. We also have adopted Corporate Governance Guidelines, and a Human Rights Policy, each of which is available on our website at www.clearwaterpaper.com under "Investors" then "Governance." We do not have a "poison pill" in place. We adopted a clawback policy in compliance with Dodd-Frank. Leadership Structure The Chair of the Board and the CEO are separate. Voting and Nominating There is a majority voting requirement in uncontested director elections. Each share of Clearwater Paper is entitled to only one vote. At the Annual Meeting, if the shareholders approve the amended and restated certificate of incorporation to declassify the Board, our Board's class ter

EXECUTIVE COMPENSATION DISCUSSION AND TABLES

EXECUTIVE COMPENSATION DISCUSSION AND TABLES 5 AUDIT COMMITTEE REPORT 6 ANNUAL MEETING INFORMATION 7 PROPOSALS BOARD OF DIRECTORS Arsen S. Kitch, 42 President and Chief Executive Officer Tenure: 3.9 years | Other Public Boards: 0 Alexander Toeldte, 64 Independent Chair of the Board CEO and Director of Boise, Inc (retired) Tenure: 8 years | Other Public Boards: 0 5 new independent directors added over the past five years. Jeanne M. Hillman, 64 Independent Vice President of Enterprise Technology and Governance of Weyerhaeuser Company (retired) Tenure: 1.4 years | Other Public Boards: 0 Ann C. Nelson, 64 Independent Lead Audit Partner of KPMG (retired) Tenure: 3.8 years | Other Public Boards: 1 John J. Corkrean, 58 Independent Audit Chair EVP and CFO of H.B. Fuller Company Tenure: 4.9 years | Other Public Boards: 0 Christine M. Vickers Tucker, 56 Independent Vice President and General Manager of The Clorox Professional Products Company (retired) Tenure: 2.8 years | Other Public Boards: 0 Joe W. Laymon, 71 Independent Vice President, Human Resources and Corporate Services of Chevron Corporation (retired) Tenure: 4.9 years | Other Public Boards: 1 John P. O'Donnell, 63 Independent Nomination & Governance Chair CEO, president and a director of Neenah, Inc. (retired) Tenure: 8 years | Other Public Boards: 0 Kevin J. Hunt, 72 Independent Compensation Chair Former CEO, president and a director of Ralcorp Holdings, Inc. (retired) Tenure: 11.2 years | Other Public Boards: 1 COMMITTEE PARTICIPATION: Chair Member Audit – Audit committee Compensation – Compensation committee Nom. & Gov. – Nominating and Governance committee Clearwater Paper Corporation 2024 6 Table of Contents 1 KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS 2 CORPORATE GOVERNANCE AND BOARD OF DIRECTORS 3 CORPORATE RESPONSIBILITY 4

EXECUTIVE COMPENSATION DISCUSSION AND TABLES

EXECUTIVE COMPENSATION DISCUSSION AND TABLES 5 AUDIT COMMITTEE REPORT 6 ANNUAL MEETING INFORMATION 7 PROPOSALS BOARD SKILLS SUMMARY Our Board of Directors possesses diverse experience and perspectives in various areas critical to our business. The Board's collective knowledge ensures appropriate management and risk oversight and supports our goal of creating long-term sustainable stockholder value. Senior Executive/Strategic Leadership: Senior leadership experience in complex public and private organizations as an officer or board member Sustainable Manufacturing/Supply Chain: Experience and responsibility for managing or overseeing sustainable manufacturing operations and/or supply chain logistics of a company Strategy/M&A: Strategic planning, merger and acquisition and/or divestiture experience Paper/Tissue Industry: Experience with the pulp, tissue and paperboard industry or consumer products Human Capital Management & Executive Compensation: Experience in human resources, diversity and inclusion, leadership development, talent management, executive compensation issues, and/or health and safety Audit/Accounting/Finances: Experience preparing, auditing, analyzing, or evaluating financings and financial statements for a complex business. Other Board Experience: Corporate governance experience gained as a director of a publicly listed company or other complex organization Cybersecurity: Experience with cybersecurity risk management Sustainability: Experience with implementation of sustainability practices Risk Management : Experience with financial and/or operational risk management. DIRECTOR NOMINEES This table provides a summary of information regarding our three director nominees. Current Committee Memberships Name Age Director Since Current Principal Occupation Independent Audit Compensation Nominating and Corporate Governance Other Public Boards John J. Corkrean 58 2019 EVP & CFO Yes * *

EXECUTIVE COMPENSATION DISCUSSION AND TABLES

EXECUTIVE COMPENSATION DISCUSSION AND TABLES 5 AUDIT COMMITTEE REPORT 6 ANNUAL MEETING INFORMATION 7 PROPOSALS Our Board of Directors currently is divided into three classes serving staggered three-year terms. The average tenure of our independent directors is 5.6 years. At the Annual Meeting, our stockholders will be asked to elect three individuals to serve as directors until the 2027 Annual Meeting. See "Proposal No. 1—Election of Directors." Our Bylaws require our directors to be elected by a majority vote of the shares of common stock present or represented by proxy and entitled to vote at the Annual Meeting. At the Annual Meeting, if the shareholders approve the amended and restated certificate of incorporation to declassify the Board, the class terms would be eliminated over a three-year period commencing with the 2025 Annual Stockholder Meeting and provide for an annual election of all directors commencing with the 2027 Annual Meeting. Below are the names and ages of our nine directors as of the date of this proxy statement, the year each became a director, each director's principal occupation or employment for at least the past five years, and other public company directorships held by each director during the past five years. Unless authority is withheld, the persons named as proxies in the voting materials made available to you or in the accompanying proxy will vote for the election of the nominees listed below. We have no reason to believe that any of these nominees will be unable to serve as a director. If any of the nominees becomes unavailable to serve, however, the persons named as proxies will have discretionary authority to vote for a substitute nominee. NOMINEES FOR ELECTION AT THIS MEETING FOR A TERM EXPIRING IN 2027 (CLASS I) John J. Corkrean Biography: Mr. Corkrean (age 58) has been a director since May 2019, serving as chair of our Audit Committee since September 2019. Mr. Corkrean currently serves as executive vice presid

EXECUTIVE COMPENSATION DISCUSSION AND TABLES

EXECUTIVE COMPENSATION DISCUSSION AND TABLES 5 AUDIT COMMITTEE REPORT 6 ANNUAL MEETING INFORMATION 7 PROPOSALS Alexander Toeldte Biography: Mr. Toeldte (age 64) has been a director since April 2016, serving as Chair of the Board since September 2018 including as Independent Executive Chair from March 2020 to May 2022. Mr. Toeldte served as the chairman of Jitasa, Inc., a privately held provider of accounting and financial management services for not-for-profit organizations from 2014 to 2022. He served as a director of Xerium Technologies, Inc. (NYSE:XRM), a global provider of industrial products and services from 2016 until the company's sale in 2018 and was a member of its compensation and governance committees. He served as an operating director at Paine & Partners, LLC, a private equity firm until 2016. Mr. Toeldte served as president, CEO and a director of Boise Inc., a paper manufacturer, from February 2008 to 2013 and at Boise Cascade as its executive vice president, paper and packaging from October 2005 to 2008. Mr. Toeldte's previous experience includes serving as executive vice president of Fonterra Co-operative Group, a New Zealand based global dairy company, and CEO of Fonterra Enterprises. Beforehand Mr. Toeldte served in various capacities with Fletcher Challenge Limited Group, a New Zealand based natural resources conglomerate, including as Group CFO as well as CEO of publicly traded Fletcher Challenge Building and Fletcher Challenge Paper. He also served as chair of the board of publicly traded Fletcher Challenge Canada. Mr. Toeldte was a member of the board of the American Forest & Paper Association, which he chaired in 2012, from 2008 to 2013 and from 2020 to 2022. Before his executive career Mr. Toeldte was a partner at McKinsey in Canada and Sweden. Qualifications: Our Nominating Committee believes Mr. Toeldte's global experience in the consumer products and paper industries, along with experience in other related industries, exe

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