DEF 14A of Magnera Corp, Mar 26, 2024

DEF 14A of Magnera Corp

Filed Mar 26, 2024 · FY20230000041719-24-000013

Open on EDGAR

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    SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ⌧ Filed by a Party other than the Registrant □ Check the appropriate box:

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    | □ | Preliminary Proxy Statement | | □ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | | ⌧ | Definitive Proxy Statement | | □ | Definitive Additional Materials | | □ | Soliciting Material Pursuant to §240.14a-12 |

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    | Glatfelter Corporation |

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    (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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    | Payment of Filing Fee (Check the appropriate box): | | | ⌧ | No fee required. | | □ | Fee paid previously with preliminary materials. | | □ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |

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    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

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    | Time and Date: | Friday, May 10, 2024 8:00 a.m. Eastern Time | | Place: | Virtual Meeting www.virtualshareholdermeeting.com/GLT2024 |

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    The 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of Glatfelter Corporation (“Glatfelter,” the “Company,” “we,” “us,” or “our”), a Pennsylvania corporation, will be held on Friday, May 10, 2024 at 8:00 a.m. Eastern Time, to consider and act on the following proposals: 1.the election of seven members of the Board of Directors of the Company (the “Board”) to serve until our 2025 Annual Meeting of Shareholders and until their successors are elected and qualified; 2.the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; 3.the advisory approval of the Company’s 2023 named executive officer compensation (“Say-on-Pay” vote); and 4.such other business as may properly come before the Annual Meeting. Only holders of record of the Company’s common stock at the close of business on March 14, 2024 (the “Record Date”) will be entitled to notice of, and to vote at, the Annual Meeting. If you are a holder of record of the Company’s common stock on the Record Date, it is important that your shares be represented and we encourage you to vote your shares in advance of the Annual Meeting. Please vote your shares by telephone at 1-800-690-6903, online at www.proxyvote.com, or by completing and signing the enclosed proxy card and returning it promptly in the enclosed envelope (requiring no postage if mailed in the United States). If you choose, you may still vote online during the Annual Meeting, even if you previously voted by telephone, internet, or mail. In order to encourage participation and minimize any logistical obstacles for our shareholders, we are holding the Annual Meeting exclusively in a virtual only format via live webcast on the internet, also known as a “virtual meeting.” There will not be a physical location for the Annual Meeting, and you will not be able to attend the Annual Meeting in person. To participate in the Annual Meeting, you must log onto www.virtualshareholdermeeting.com/GLT2024 (the “Meeting Website”) and enter the 16-digit control number found on your proxy card, voting instruction form, or Notice of Availability. Therefore, it is very important that you retain your proxy card, voting instruction form, or Notice of Availability if you wish to virtually attend the Annual Meeting. You may vote your shares and ask questions during the Annual Meeting by following the instructions available on the Meeting Website. We encourage you to access the Meeting Website prior to the start time to familiarize yourself with the virtual meeting platform and ensure you can hear the streaming audio. Online access will be available starting at 7:45 a.m. on May 10, 2024. Whether or not you plan to virtually attend the Annual Meeting, we urge you to vote and submit your proxy in advance of the Annual Meeting by one of the methods described above. Jill L. Urey, Secretary March 26, 2024

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    | IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE COMPANY’S 2024 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 10, 2024: Glatfelter Corporation’s proxy statement for the 2024 Annual Meeting of Shareholders and 2023 Annual Report are available via the Internet at www.glatfelter.com/investors/financials-and-filings/. |

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    2024 PROXY STATEMENT ›

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    | Table of Contents |

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    | PROXY SUMMARY | 1 | | PROPOSAL 1: ELECTION OF DIRECTORS | 10 | | PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 15 | | PROPOSAL 3: ADVISORY APPROVAL OF 2023 NAMED EXECUTIVE OFFICER COMPENSATION (“SAY-ON-PAY” VOTE) | 16 | | OWNERSHIP OF COMPANY STOCK | 17 | | Security Ownership of Certain Beneficial Owners and Management | 17 | | Equity Compensation Plan Information | 19 | | Delinquent Section 16(a) Reports | 19 | | CORPORATE GOVERNANCE AND BOARD OF DIRECTORS | 20 | | Corporate Governance Principles | 20 | | Board Composition and Leadership | 20 | | Board Independence | 20 | | Evaluation of Board Nominees | 21 | | Resignation and Majority Voting Policy | 21 | | Proxy Access | 22 | | Board Meetings | 22 | | Committees of the Board of Directors | 22 | | Continuing Board Education | 23 | | Board Self-Assessment | 24 | | Risk Oversight | 24 | | Director Compensation | 25 | | ENHANCING EVERYDAY LIFE®…SUSTAINABLY | 28 | | Environmental Impact | 28 | | Social Responsibility | 30 | | Governance and Ethics | 31 | | HUMAN CAPITAL MANAGEMENT | 33 | | EXECUTIVE COMPENSATION | 35 | | Compensation Discussion and Analysis | 35 | | Report of the Compensation Committee | 55 | | Summary Compensation Table | 56 | | Grants of Plan-Based Awards | 58 | | Outstanding Equity Awards | 59 | | Options Exercised and Stock Vested | 61 | | Retirement Benefits | 62 | | Potential Payments Upon Termination or Change in Control | 65 | | PAY VERSUS PERFORMANCE | 70 | | CEO PAY RATIO | 76 | | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 77 | | REPORT OF THE AUDIT COMMITTEE | 78 | | FREQUENTLY ASKED QUESTIONS (“FAQs”) | 79 | | ADDITIONAL INFORMATION | 85 | | Annual Report on Form 10-K | 85 | | Other Business | 85 | | “Householding” | 85 |

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    2024 PROXY STATEMENT › This Proxy Summary highlights information explained more fully elsewhere in this proxy statement. We ask that you read the entire proxy statement before voting. Annual Meeting Information

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    | Time and Date: | Friday, May 10, 2024 at 8:00 a.m. Eastern Time | | Place: | Virtual Meeting www.virtualshareholdermeeting.com/GLT2024 | | Record Date: | March 14, 2024 | | Voting: | Shareholders of Glatfelter as of the Record Date are entitled to vote. Each share of Glatfelter common stock is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted upon at the Annual Meeting. |

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    Proposals Requiring Your Vote Your vote is very important to us and our business. Please cast your vote immediately on all proposals to ensure your shares are represented.

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    | | | Board Recommendation | Page | | 1 | PROPOSAL 1 — Election of Directors | | 10 | | | The seven director nominees possess the necessary qualifications and range of experience and expertise to provide effective oversight and advice to Management. | FOR | | | 2 | PROPOSAL 2 — Ratification of Appointment of Independent Registered Public Accounting Firm | | 15 | | | The Board, at the recommendation of the Audit Committee, approved the appointment of Deloitte & Touche LLP as the Company’s independent auditor for fiscal year 2024. Shareholders are being asked to ratify the Audit Committee’s appointment of the independent auditor for fiscal year 2024. | FOR | | | 3 | PROPOSAL 3 — Advisory Approval of 2023 Named Executive Officer Compensation (“Say-on-Pay” Vote) | | 16 | | | The Company’s executive compensation program is designed to create a direct linkage between shareholder interests and Management, with incentives specifically tailored to the achievement of financial and operational goals and total shareholder return (“TSR”). | FOR | |

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    CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION Any statements included in this proxy statement that pertain to future financial and business matters are “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. The Company uses words such as “anticipates,” “believes,” “expects,” “future,” “intends,” “plans,” “targets,” and similar expressions to identify forward-looking statements. Forward-looking statements may include, without limitation, statements regarding recent leadership changes and the benefits thereof, the plans and objectives of Management, the Turnaround Strategy (as defined herein), proposed and pending transactions and acquisitions and the success and timing thereof, the Company’s anticipated financial and operational performance, and the Company’s environmental, social, and governance (“ESG”) initiatives, plans, and goals and the realization and benefits of such initiatives, plans, and goals, as well as all statements and estimates relating to the proposed transaction with Berry Global Group, Inc. (NYSE:BERY) (the “Proposed Transaction”), including its expected timing, structure and related approvals, the ability of the parties to complete the Proposed Transaction, expected benefits of such transaction, including future financial and operating results and financing plans, the combined company’s plans, objectives, expectations and intentions, and other statements that are not historical facts. Any such statements are based on the Company’s current expectations and are subject to numerous risks, uncertainties, and other unpredictable or uncontrollable factors that could cause future results to differ materially from those expressed in such forward-looking statements. These risks, uncertainties, and other unpredictable or uncontrollable factors include, but are not limited to, those described herein, in Part I, “Item 1A. Risk Factors,” and under the heading “Forward-Looking Statements” and in other sections of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Form 10-K”) filed with the U.S. Securities and Exchange Commission (“SEC”), and in its other filings with the SEC, all of which are available on the SEC’s website at www.sec.gov. In light of these risks, uncertainties, and other factors, the forward-looking matters discussed in this proxy statement may not occur and readers are cautioned not to place undue reliance on such forward-looking statements. Any forward-looking statement made by the Company speaks only as of the date such statement was made, and the Company undertakes no obligation, and does not intend, to publicly update these forward-looking statements, whether as a result of new circumstances, information, future events or otherwise, occurring after the date of this proxy statement, except as may be required by applicable law or regulation. Websites Website addresses referenced in this proxy statement are provided for convenience only, and the content on the referenced websites does not constitute a part of, and is specifically not incorporated by reference into, this proxy statement. Core Values: Who We Are and What We Stand For Our Core Values guide and capture the essence of the Company’s identity and culture, establishing the values upon which to build and govern our business for the long-term. Making decisions based upon our Core Values is what makes us who we are as a Company. Our Core Values are:

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    | Integrity | We act ethically and responsibly in all of our business endeavors at all times. | | Financial Discipline | We are responsible for the prudent management of the resources entrusted to us and for the generation of financial value for all constituents. | | Mutual Respect | We treat each other with honesty and respect. We recognize that what we have and what we will achieve is through the efforts of our employees. We strive to provide them with rewarding challenges and opportunities for advancement. | | Customer Focus | We are dedicated to understanding and anticipating the needs of our customers and helping them achieve their business objectives. | | Environmental Responsibility | We empower employees to take personal responsibility for environmental issues that arise on the job. We strive to prevent pollution by using natural resources efficiently, reducing waste, encouraging recycling and reuse, and reducing adverse environmental impacts relating to our operations, all with the goal to foster environmental sustainability worldwide for the benefit of future generations. | | Social Responsibility | We recognize our responsibility to contribute to the betterment of the communities in which we operate and the world in which we live. |

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    Building Momentum in Engineered Materials After a five-year journey to strategically transform into a leading global supplier of engineered materials, Glatfelter is now a $1.4 billion company by net sales, with three distinct reporting segments - Airlaid Materials, Composite Fibers, and Spunlace. We employ approximately 2,920 people worldwide, following the 2023 divestiture of our Ober-Schmitten operations in Germany and sale of a fiber supply operation in Costa Rica and our 2021 acquisitions of two leading engineered materials businesses, Georgia-Pacific’s U.S. nonwovens business (“Mount Holly”) and Jacob Holm (“Spunlace”). The completion of the Mount Holly and Spunlace acquisitions have improved the balance of our geographic sales mix between the Americas and EMEA (Europe, Middle East, and Africa) at 48% and 44%, respectively, with the remaining 8% coming from Asia Pacific. In 2022, President and Chief Executive Officer (“CEO”) Mr. Thomas M. Fahnemann and his leadership team initiated a Turnaround Strategy with the purpose of optimizing our portfolio, improving our operations, and addressing our capital structure and overall financial performance. The Turnaround Strategy is comprised of six key initiatives: (1) portfolio optimization, (2) margin improvement, (3) fixed cost reduction, (4) cash liberation, (5) operational effectiveness, and (6) returning the Spunlace segment to profitability. Additional details related to the Turnaround Strategy are included in the “Business Highlights” section beginning on page 5. In 2023, the Board continued to assess the leadership needed to address the specific business concerns and unlock Glatfelter’s full value potential. In an effort to streamline decision making and real-time assessment of the business needs of our commercial and supply chain functions under a single point of accountability for delivering results, on April 5, 2023, the Board appointed Mr. Boris Illetschko as Senior Vice President (“SVP”), Chief Operating Officer (“COO”), replacing Mr. Christopher W. Astley, former SVP, Chief Commercial Officer and Mr. Wolfgang Laures, former SVP, Integrated Global Supply Chain and Information Technology (the “COO transition”). Mr. Illetschko joined Glatfelter on August 1, 2023 after completing his legally required notice period. This change in executive leadership was not related to Glatfelter’s operations, financial reporting or controls, or personal conduct. On February 7, 2024, we announced the signing of definitive agreements with Berry Global Group, Inc. (NYSE: BERY) for Berry to spin-off and merge the majority of its Health, Hygiene and Specialties segment to include its Global Nonwovens and Films business (“HHNF”) with us, with the goal of creating a leading, publicly-traded company in the specialty materials industry. We anticipate the Proposed Transaction will lead to favorable long-term growth dynamics and believe the new combined company (“NewCo”) will become a global leader in the growing specialty materials industry, serving many of the world’s largest brand owners across global end markets. For Glatfelter, the Proposed Transaction represents the next significant milestone in the Company’s time-tested strategy as a leading global supplier of engineered materials. We believe the proposed combination of Berry’s HHNF business and Glatfelter could provide meaningful scale given our complementary technology and product portfolios, along with a platform for considerable future growth. We anticipate that once formed and operational, NewCo could deliver significant value creation for Glatfelter shareholders by deleveraging Glatfelter’s balance sheet and increasing the equity value of our overall enterprise, while also enhancing our credit profile with customers and suppliers. Our recent focus on optimizing our portfolio, managing the price/cost spread dynamic, and driving commercial and operational excellence, along with general and administrative cost discipline, provides the opportunity to meaningfully contribute towards the overall success of NewCo. Closing of the transaction is expected to occur in the second half of 2024, subject to various customary closing conditions, including regulatory approvals and Glatfelter shareholder approval, which will be solicited through a special shareholder meeting. Shareholders will not be voting on the Proposed Transaction at this Annual Meeting. Shareholders will receive a separate proxy statement and related materials before the special shareholder meeting that will be held to seek shareholder approval for the Proposed Transaction. Our Board of Directors Our director nominees have diverse experience spanning a broad range of industries in the public, private, and not-for-profit sectors. They bring a wide variety of skills, qualifications, and viewpoints that strengthen and enrich the Board’s ability to carry out its oversight role as fiduciaries on behalf of our shareholders. We believe that Glatfelter, and our shareholders, clearly benefit from the Board’s individual and collective business acumen, sound judgment, informed decision-making, and careful guidance and oversight. The chart below summarizes some of their key skills and experience that we find relevant to our business. As a summary, the chart does not include all of the attributes, expertise, or skills that our director nominees offer, and the fact that a particular attribute, expertise, or skill is not listed does not mean that our director nominees do not possess it. Data on the seven director nominees with respect to their age, diversity, and tenure on the Board is aggregated in the pie charts below. Of the seven director nominees who elected to self-identify and consented to the public disclosure of their race, ethnicity, or gender, two identify as women and one identifies as racially or ethnically diverse. We believe a diverse Board helps bring unique perspectives to the organization, and we are committed to maintaining Board diversity. Enhancing Everyday Life® . . . Sustainably Our commitment to sustainability and being a responsible corporate citizen has been longstanding. We contribute to the health, well-being, and betterment of everyday living for millions of people around the world. Our existing products contain mostly plant-based fibers and are engineered for performance. In 2019, Glatfelter formalized its sustainability priorities under the Environmental, Social, and Governance (“ESG”) pillars. We issued our first Sustainability Report in 2020 to share our commitment to advancing our ESG strategy. In 2022, we published our second Sustainability report for 2021-2022, which included ESG targets and mid-term commitments for the Company. We are committed to operating as a responsible steward of the environment and creating a more sustainable world for future generations. We also have a consistent record of following through on commitments to our employees and supporting the communities where we work and live. The pursuit of our vision to be the leading global supplier of engineered materials is supported by our Core Values, strong governance standards, the Glatfelter Code of Business Conduct, and other governance policies and principles. Human Capital Management

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    Our business is guided by our diverse Board and Management team comprised of leaders with extensive business and industry experience. Additional information on our leadership team is set forth in our 2023 Form 10-K under the caption “Executive Officers” and available on our website at www.glatfelter.com/about/leadership. As of December 31, 2023, we employed approximately 2,920 people worldwide, the substantial majority of whom are skilled personnel responsible for the production and commercialization of our composite fibers, airlaid materials, and spunlace products. Our operations are continuous flow manufacturing with approximately 68.3% of our employees represented by local works councils or trade unions in the European Union, the United Kingdom, Canada, and the Philippines. The daily work of Glatfelter employees is rooted in the Company’s longstanding Core Values and Code of Business Conduct. We understand how important it is to be a good neighbor, employer, and corporate citizen, as we aim to provide current and potential employees around the globe with good paying jobs and meaningful work, close to home. It is through these principles that we strive to create a shared purpose of Enhancing Everyday Life® for our employees and stakeholders. Business Highlights Headquartered in Charlotte, North Carolina, Glatfelter is a leading global supplier of engineered materials with a strong focus on innovation and sustainability. Our high-quality, innovative, and customizable solutions are found in tea and single-serve coffee filtration and personal hygiene products, as well as in many diverse packaging, home improvement, and industrial applications. Our 2023 net sales were $1.4 billion, with customers in over 100 countries. Our operations utilize a variety of manufacturing technologies including airlaid, wetlaid, and spunlace, with fifteen manufacturing sites located in the United States, Canada, Germany, the United Kingdom, France, Spain, and the Philippines. We have sales offices in all major geographies serving customers under the Glatfelter and Sontara® brands. In addition, we have two global centers of excellence – one in Switzerland and one in the United States. We manage our business and make investment decisions under a functional operating model with three distinct reporting segments: Airlaid Materials, Composite Fibers, and Spunlace. For 160 years, we have developed deep partnerships with our customers and suppliers and have demonstrated a strong commitment to sustainability and environmental stewardship by broadly promoting responsible corporate citizenship in the communities in which we operate. Glatfelter is focused on producing products that enhance everyday life with approximately 85% of its manufacturing output producing essential consumer staples. We believe that these product categories position the Company to deliver long-term shareholder value with greater influence in growth markets, more innovative products, and expanded margins. As of the end of the fiscal year 2023, Glatfelter reported a loss from continuing operations of $78.1 million. On an adjusted basis, we delivered approximately $93 million of Adjusted EBITDA (earnings before interest, taxes, depreciation, amortization and certain non-GAAP adjustments) amid a very challenging market driven by customer destocking across multiple categories and competition from lower cost alternate substrates as customers managed input costs. Adjusted EBITDA is a non-GAAP measure that is reconciled to the nearest GAAP measure on page 21 of our 2023 Form 10-K filed on February 28, 2024. •Our Airlaid Materials segment delivered operating profit of $43.2 million and Adjusted EBITDA of $73.7 million, which was approximately $11.3 million lower than 2022. The earnings was negatively impacted by lower shipments of 5.1% and lower production as some customers slowed ordering patterns to manage inventory levels built up at the end of 2022 to avoid anticipated energy and supply chain disruptions at the beginning of 2023. Selling price increases and energy surcharges were fully offset by higher raw material, energy and other inflationary costs. •Our Composite Fibers segment delivered operating profit of $21.3 million and Adjusted EBITDA of $37.0 million which was slightly higher than 2022. Higher selling prices and energy surcharges more than offset the continued inflation in energy, raw material, and freight, particularly in the first half of the year and was a net favorable benefit of $11.2 million. The price cost gap benefit was mostly offset by lower shipments of 8.1% driven by customer destocking in food and beverage categories, divestiture of the Ober-Schmitten business and overall market softness in other categories. •Our Spunlace segment had an operating loss of $2.1 million dollars and Adjusted EBITDA of approximately $11.2 million, which was approximately $8.6 million higher versus 2022. Higher selling prices and energy surcharges particularly in the first half of the year were partially offset by higher raw material and energy costs that persisted in the first half of year, but the price cost gap further improved in the second half of 2023 as inflationary pressures eased and overall positively impacted earnings by $11.6 million. Volume was lower across all categories driven by post-COVID contraction, cheaper cost alternatives from Asia and overcapacity in the market. The impact of volume decline was partially offset by additional steps taken to improve earnings through headcount actions and operational efficiencies. In late 2022, an ongoing Turnaround Strategy comprised of six key initiatives was implemented to aggressively drive improvements in the Company’s profitability amid the unprecedented global inflation and the geopolitical conflicts in Russia/Ukraine, each of which yielded major challenges that impacted Glatfelter’s financial performance. •Portfolio optimization - Includes reviewing our entire asset portfolio and considering the strategic, financial, and operational value of each asset in the near- and long-term; continued focus is on areas of our portfolio that have scale, or the potential for scale, a strong market-leading position and core competencies in manufacturing technology. Actions taken included the 2023 sale of our Ober-Schmitten, Germany business and Costa Rica fiber supply operation. •Margin improvement - Places greater focus on profitability by addressing input costs rather than simply top-line growth. In 2023, our Composite Fibers and Spunlace segments benefited from actions taken to improve margin to historical levels. •Fixed cost reduction - Includes evaluating our fixed costs and taking action to make significant reductions in personnel costs and indirect spending. The actions implemented in 2022 have improved our cost structure offsetting the impact of labor inflation and helping to mitigate the negative impact from lower volume. In addition, we identified additional opportunities in 2023 that we anticipate completing in 2024 to further improve our overall cost structure. •Cash liberation - Supported by the work on the first three initiatives and includes goal of paying down debt, decreasing our leverage, and increasing EBITDA, along with prudent oversight of capital allocation and a disciplined approach to managing our accounts receivables, finished goods inventory, and raw material pricing. The Board’s decision in 2022 to suspend the declaration of dividends on our common stock is expected to free up approximately $25 million of cash annually. A series of debt refinancing transactions was completed in 2023, eliminating near-term debt maturities and strengthening our capital position. •Operational effectiveness - Places greater focus on driving continuous improvements across our operations, identifying areas for process enhancements and waste reduction, and expanding operational best practices across the organization.

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    •Return Spunlace to profitability - Includes all the initiatives in our turnaround plan with a heightened sense of urgency for returning the Spunlace segment to profitability. 2023 Financial Performance - Year in Review For the year ended December 31, 2023, we reported a loss from continuing operations of $78.1 million, or loss of $1.73 per share compared with a loss of $194.1 million and loss of $4.33 per share in 2022. In 2023, we reported an adjusted loss from continuing operations, a non-GAAP measure (as defined below) of $38.7 million, or $0.86 per share, compared with an adjusted loss from continuing operations of $19.0 million, or $0.42 per share in 2022. These results reflected the significant impact of lower shipments seen across categories related to customer inventory destocking, competitive pressures from lower cost alternatives and overcapacity in the market. Our interest expense of $61.7 million, as compared to $32.8 million in 2022, related to higher interest rates and debt refinancing, lowered earnings by approximately $28.9 million. The six-point Turnaround Strategy noted above was implemented in 2022 to aggressively drive profitability improvement across the enterprise and helped mostly offset the significant market headwinds and operational challenges we experienced in 2023. Airlaid Materials’ results decreased earnings by $11.6 million, primarily driven by lower shipments and related machine downtime due to customer inventory destocking as well as weak European markets. Price increases and energy surcharges mostly offset inflation while operational spending was higher compared to 2022 due to extended planned downtime in our Gatineau facility and a fire that occurred in our Fort Smith facility. Composite Fibers increased earnings by $4.4 million mainly driven by the margin improvement initiative as part of the Turnaround Strategy, which improved price cost gap by approximately $11.2 million. The favorable impact was partially offset by lower volume and related impact of machine downtime due to customer destocking and pricing pressures as input costs remained elevated in first half of 2023. Spunlace had an operating loss of $2.1 million in 2023, which improved by $7.2 million versus 2022, despite lower shipments of 15%. The higher earnings in 2023 despite a weak market were largely attributed to Turnaround Strategy initiatives implemented, such as improving margins to historical levels through pricing actions, lowering fixed costs through headcount actions and operations improvement initiatives. Cash used by operating activities totaled $25.6 million in 2023, compared with cash usage of $40.8 million a year ago. The improvement in operating cash flow despite lower earnings was largely driven by lower working capital cash usage of $41 million as inflation lowered significantly in the second half of 2023 compared to the end of 2022, lowering cash costs for carrying inventory as well as prices to our customers in accounts receivables. Cash used to pay interest increased by $26.0 million. During 2023 and 2022, capital expenditures totaled $33.8 million and $37.7 million, respectively. The following charts present financial information for the periods indicated. Adjusted EBITDA by reporting segment represents operating profit, as presented on page 22 in our 2023 Form 10-K, adjusted to exclude depreciation and amortization (totals exclude corporate unallocated costs and other income and expense items). A reconciliation of Adjusted Earnings and Adjusted Earnings Per Share to the nearest GAAP measure is provided on page 20 of our 2023 Form 10-K. Compensation Highlights The Compensation Committee designs compensation programs that reflect the Company’s financial performance and are market-competitive based on a person’s responsibilities, individual performance, and ability to exemplify the Company’s Core Values (Integrity, Financial Discipline, Mutual Respect, Customer Focus, Environmental Responsibility, and Social Responsibility). The objectives of our executive compensation programs are to attract, retain, motivate, and reward executives crucial to achieving the Company’s near-term turnaround plan and long-term growth, and in turn, create shareholder value. Our compensation programs are organized around three principles:

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    | Pay for Performance | Pay at Risk | Shareholder Alignment | | Rewarding achievement of financial outcomes that increase shareholder value | Providing a mix of compensation with strong emphasis on short- and long-term incentives tied to the Company’s financial performance | Requiring executives to own a meaningful personal stake in the Company |

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    Total compensation for our executives consists of:

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    | Base Salary | •Fixed Cash | Short-Term Incentive | •Cash Bonus for Achievement of Annual Goals | | Long-Term Incentive | •Performance Share Awards •Restricted Stock Units | Benefits | •Retirement Savings •Health & Welfare Benefits •Severance •Minimal Perquisites |

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    The Board and Compensation Committee, in conjunction with Management, took into account Glatfelter’s business environment and events from 2022 and 2023 and continued to align the Company’s Human Resources programs with market-competitive offerings aimed at ensuring the programs remain relevant and cost-competitive given the evolving dynamics of the global workforce. The Compensation Committee discussed actions taken by Management to ensure ongoing business continuity in response to the continued impacts from the highly-competitive labor market, examples of which include retention of key members of Management, adapting ongoing contemporary work arrangements, including hybrid work arrangements where feasible, assessment of competitive production labor rates and compensation offerings, continuation of employee well-being programs, and progress with enhancing the Company’s culture. Compensation Governance and Best Practices Comprised entirely of independent directors, the Compensation Committee regularly monitors and implements best practices in the Company’s executive compensation programs. The following practices demonstrate our commitment to strong governance within our executive compensation programs:

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    | What We Do | | What We Don’t Do | | ✓ | Maintain a pay mix that is heavily performance-based.X | Provide for excise tax gross-ups in the event of a change in control, starting with newly eligible executives in 2011. | | ✓ | Establish compensation levels after consideration of peer group market data, generally targeted at the size-adjusted 50th percentile for total direct compensation (base, short- and long-term incentive), with the ability to pay higher or lower based on breadth of leadership experience.X | Backdate or reprice stock options or stock appreciation rights. | | ✓ | Assess and design compensation programs to mitigate compensation-related risks.X | Pay dividend equivalents on unearned performance awards. | | ✓ | Maintain stock ownership guidelines for directors and executives.X | Permit hedging transactions or short sales. | | ✓ | Maintain holding requirements on equity grants to comply with stock ownership guidelines.X | Permit pledging or holding Company stock in a margin account. | | ✓ | Use multiple performance metrics in the short- and long-term incentive plans to avoid heavy reliance on one definition of success.X | Provide excessive perquisites. | | ✓ | Maintain a clawback policy for incentive-based compensation.X | Provide uncapped incentive opportunities thereby avoiding unnecessary risk-taking by Management. | | ✓ | Require double-trigger vesting of long-term incentives in the event of a change in control. | | | ✓ | Consider shareholder input and feedback on compensation program design and conduct an annual say-on-pay vote. | | | ✓ | Retain an independent compensation consultant who meets regularly in executive session with the Compensation Committee. | |

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    The Board currently consists of seven directors, each of whom is standing for reelection at the Annual Meeting. The Company’s shareholders will vote on the election of the following seven director nominees to serve on the Board for one-year terms expiring on the date of the Company’s 2025 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified:

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    | Bruce Brown | Marie T. Gallagher | | Kathleen A. Dahlberg | Darrel Hackett | | Thomas M. Fahnemann | J. Robert Hall | | Kevin M. Fogarty | |

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    Each director nominee has consented to serve if elected to the Board. If at the time of the Annual Meeting a director nominee is unable to serve, an event we do not anticipate, the Proxy Holders (as defined in the “Frequently Asked Questions” section of this proxy statement) will vote for a substitute director nominee as may be designated by the Board, unless the Board elects to reduce the size of the Board accordingly. Information regarding each director nominee’s age, business experience, qualifications to serve on the Board, and other public company directorships is set forth below. The following table highlights certain director nominee information:

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    | | | | | Other Public Boards | Committee Memberships | | | | Name | Age | Director Since | Occupation | | Audit | Comp | Nom & Gov | | Bruce Brown* | 65 | 2014 | Retired Chief Technology Officer, Procter & Gamble, Inc. | -- | | C | | | Kathleen A. Dahlberg* | 71 | 2001 | CEO, G.G.I., Inc. | -- | | | C | | Thomas M. Fahnemann | 63 | 2022 | President and CEO, Glatfelter Corporation | -- | | | | | Kevin M. Fogarty* (NEC) | 58 | 2012 | Retired President, CEO, and Director, Kraton Corporation, Inc. | 2 | | | | | Marie T. Gallagher* | 64 | 2020 | SVP and Controller, PepsiCo, Inc. | -- | C | | | | Darrel Hackett* | 52 | 2020 | U.S. CEO - BMO Financial Group | -- | | | | | J. Robert Hall* | 71 | 2002 | CEO, Ole Smoky Distillery, LLC | -- | | | |

  31. SCHEDULE 14A

    | * Indicates director is independent | • Indicates Member | C Indicates Committee Chair | (NEC) Indicates Non-Executive Chair |

  32. SCHEDULE 14A

    The Board recommends a vote “FOR” each of the seven director nominees. Additional Information about Director Nominees

  33. SCHEDULE 14A

    | Bruce Brown |

  34. SCHEDULE 14A

    | Mr. Brown joined the Company’s Board in 2014. He retired in 2014 from his position as the Chief Technology Officer of Procter & Gamble, Inc. (“P&G”), a publicly-traded consumer goods company. With 34 years of experience at P&G, Mr. Brown’s responsibilities included leadership for P&G’s Innovation and Technology Program and Global Research & Development. Globally recognized as an innovation thought leader, Mr. Brown previously served on the Board of Directors for Nokia Corporation (NYSE: NOK) from 2012 to 2023 and was the chair of its Personnel Committee. Mr. Brown was also a director of Medpace Holdings, Inc. (Nasdaq: MEDP) from 2016 to 2019. |

  35. SCHEDULE 14A

    | Board Committees: | Compensation (Chair), Nominating and Corporate Governance | | Director Since: | 2014 | | Age at Annual Meeting: | 65 |

  36. SCHEDULE 14A

    | Specific qualifications and experience of particular relevance to the Company: Mr. Brown is a proven leader in innovation, global expansion, and organizational leadership development and he has familiarity with a number of the Company’s products and materials. He brings over three decades of business-building experience to our Board and has more than ten years of experience as a director of public companies. |

  37. SCHEDULE 14A

    | Kathleen A. Dahlberg |

  38. SCHEDULE 14A

    | Ms. Dahlberg joined the Company’s Board in 2001. Since 2006, she has been the Chief Executive Officer of G.G.I., Inc. (formerly known as 2Unify LLC), a private company specializing in strategic consulting for companies in various industries and sectors. She served as a director of Theragenics Corporation from May 2008 to November 2013. Ms. Dahlberg has held Vice President positions with BP plc (f/k/a BP Amoco), Viacom International, McDonald’s Corporation, Grand Metropolitan PLC, and American Broadcasting Company. |

  39. SCHEDULE 14A

    | Board Committees: | Audit, Nominating and Corporate Governance (Chair) | | Director Since: | 2001 | | Age at Annual Meeting: | 71 |

  40. SCHEDULE 14A

    | Specific qualifications and experience of particular relevance to the Company: Ms. Dahlberg has significant experience in emerging technologies, information technology, acquisitions and divestitures, manufacturing, consumer goods, professional services, international operations, strategic planning, operations, risk management, and corporate governance. She has more than 20 years of experience as a director of public companies. |

  41. SCHEDULE 14A

    | Thomas M. Fahnemann |

  42. SCHEDULE 14A

    | Mr. Fahnemann joined the Company’s Board in 2022. He has served as our President and Chief Executive Officer since August 2022. Since 2017, Mr. Fahnemann has served as a member of the Board of Directors and as the Chair of the Audit Committee for AustroCel Hallein, a producer of pulp and bio-energy. From 2010 to 2017, Mr. Fahnemann served as the Chief Executive Officer and Chairman of the Management Board of Semperit Holding AG, a global manufacturer of industrial polymer products and solutions. Prior to 2010, he held leadership roles in various fiber- and chemical-based businesses, including serving as Chief Executive Officer and Chairman of the Management Board, RHI AG; Chief Executive Officer and Chairman of the Management Board, Lenzing AG; and Vice President, General Manager, KoSa (Koch Industries). |

  43. SCHEDULE 14A

    | Director Since: | 2022 | | Age at Annual Meeting: | 63 |

  44. SCHEDULE 14A

    | Specific qualifications and experience of particular relevance to the Company: Mr. Fahnemann has significant experience leading worldwide operations, including international and domestic sales, marketing, research and development, global supply chain, information technology and corporate program management, overseeing legal and human resource functions, and leading strategy development. |

  45. SCHEDULE 14A

    | Kevin M. Fogarty |

  46. SCHEDULE 14A

    | Mr. Fogarty joined the Company’s Board in 2012 and has served as the Company’s Non-Executive Chair of the Board since August 2022. He retired as President, Chief Executive Officer and Director of Kraton Corporation, Inc. (“Kraton”), a leading global sustainable producer of specialty polymers and high-value bio-based products, following its sale to DL Chemical in March 2022. Before joining Kraton, Mr. Fogarty spent 14 years with the Koch Industries, Inc. family of companies, where he held a variety of roles, including President for Polymer and Resins at Invista and President of KoSa’s Polymer and Intermediaries business. Mr. Fogarty serves as non-executive Chair of the Board of Directors of Ecovyst Inc. (NYSE: ECVT), a leading integrated and innovative global provider of specialty catalysts and services. Mr. Fogarty is also a director of OPAL Fuels Inc. (Nasdaq: OPAL), a vertically integrated producer and distributor of renewable natural gas (RNG). Mr. Fogarty previously served on the Board of Directors of the American Chemistry Council from 2017 through 2022. |

  47. SCHEDULE 14A

    | Board Committees: | Compensation | | Director Since: | 2012 | | Age at Annual Meeting: | 58 |

  48. SCHEDULE 14A

    | Specific qualifications and experience of particular relevance to the Company: Mr. Fogarty has significant experience with manufacturing, international operations, strategic partnerships, public company accounting and financial reporting, and new product development, as well as strategic planning, operations, risk management, and corporate governance. He has more than ten years of experience as a director of public companies. |

  49. SCHEDULE 14A

    | Marie T. Gallagher |

  50. SCHEDULE 14A

    | Ms. Gallagher joined the Company’s Board in 2020. She has been the Senior Vice President and Controller of PepsiCo, Inc. (“PepsiCo”), a publicly-traded global food and beverage company, since 2011. Ms. Gallagher is responsible for PepsiCo’s global financial reporting and Sarbanes-Oxley Act processes and works closely with the Audit Committee of PepsiCo’s Board of Directors. Ms. Gallagher joined PepsiCo in 2005 as Vice President and Assistant Controller. Prior to joining PepsiCo, Ms. Gallagher was Assistant Controller of Altria Corporate Services, Inc., a consumer products company, and Senior Manager at Coopers & Lybrand LLP, an accounting firm now part of PricewaterhouseCoopers. |

  51. SCHEDULE 14A

    | Board Committees: | Audit (Chair), Nominating and Corporate Governance | | Director Since: | 2020 | | Age at Annual Meeting: | 64 |

  52. SCHEDULE 14A

    | Specific qualifications and experience of particular relevance to the Company: Ms. Gallagher has significant experience in public company accounting and financial reporting, consumer goods, strategic planning, M&A, manufacturing, investor relations, sustainability, executive compensation, information technology, innovation, international operations, and corporate governance. |

  53. SCHEDULE 14A

    | Darrel Hackett |

  54. SCHEDULE 14A

    | Mr. Hackett joined the Company’s Board in 2020. He currently serves as U.S. Chief Executive Officer of Bank of Montreal (“BMO”) Financial Group, Chief Executive Officer of BMO Financial Corp. and President and Chief Executive Officer of BMO Bank N.A. - a top 10 U.S. bank by assets. Mr. Hackett is responsible for leadership and performance across all of BMO’s U.S. operations. He has held a number of leadership roles since joining BMO in 2004, most recently serving as President, BMO Wealth Management - U.S. Before joining BMO, Mr. Hackett was a management consultant at McKinsey & Company. He began his career as a mechanical engineer, holding a variety of roles with General Electric Company and Eastman Chemical Company. |

  55. SCHEDULE 14A

    | Board Committees: | Nominating and Corporate Governance | | Director Since: | 2020 | | Age at Annual Meeting: | 52 |

  56. SCHEDULE 14A

    | Specific qualifications and experience of particular relevance to the Company: Mr. Hackett has significant experience in business transformations and corporate strategy, capital markets, investor relations, public company finance and financial reporting, M&A, manufacturing, executive compensation, innovation, international operations, risk management, and corporate governance. |

  57. SCHEDULE 14A

    | J. Robert Hall |

  58. SCHEDULE 14A

    | Mr. Hall joined the Company’s Board in 2002. He has been the Chief Executive Officer of Ole Smoky Distillery LLC, the largest craft distillery in the United States, since 2016, and since January 2024, he has been the Chairman of the Foundation for Advancing Alcohol Responsibility (a/k/a Responsibility.Org). From 2014 until 2016, Mr. Hall served as a Managing Director of Centerview Capital, an operationally-oriented private equity firm focused on the U.S. consumer middle market. Previously, he was the Chief Executive Officer of Ardale Enterprises LLC (“Ardale”), a private company specializing in acquisition-related activities in the food, beverage, and consumer products industry, and in this role, was a Senior Advisor to Centerview Capital since 2009. Prior to forming Ardale, Mr. Hall spent over 20 years in the food and consumer goods industry, holding various positions with Nabisco, Kraft Heinz Co., and Nestlé S.A. While at Nabisco, he was President of Nabisco’s Specialty Products Company in the United States and President of Christie Brown & Company, Ltd., the maker of Nabisco cookies and crackers in Canada. Mr. Hall was also the President of Lenox Brands, Chairman of Wise Foods, and served on the Board of Directors of Ault Foods Ltd., a $1.3 billion dairy products company in Canada. |

  59. SCHEDULE 14A

    | Board Committees: | Audit, Compensation | | Director Since: | 2002 | | Age at Annual Meeting: | 71 |

  60. SCHEDULE 14A

    | Specific qualifications and experience of particular relevance to the Company: Mr. Hall has significant experience in general management, financial services, consumer goods, manufacturing, marketing, sales, new product development, strategic planning, M&A, risk management and corporate governance. Mr. Hall has over 20 years of experience as a director of public companies. |

  61. SCHEDULE 14A

    | Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm |

  62. SCHEDULE 14A

    The Audit Committee of the Board appointed Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. Deloitte audited the Company’s consolidated financial statements for the fiscal year ended December 31, 2023. Although shareholder ratification is not required by our organizational documents or applicable law, the Board believes it is a sound corporate governance practice to seek shareholder ratification of the appointment of Deloitte. In the event Deloitte’s appointment is not ratified, the Audit Committee will reconsider whether it is appropriate to select another independent registered public accounting firm, but is not required to do so. Even if Deloitte’s appointment is ratified, the Audit Committee, in its discretion, may select a different registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of the Company and its shareholders. A Deloitte representative is expected to virtually attend the Annual Meeting. The representative will have an opportunity to make a statement at the Annual Meeting, if he or she desires to do so, and is expected to be available to respond to appropriate shareholder questions.

  63. Director Compensation Table

    Director Compensation Table

  64. Director Compensation Table

    | Name (1) | Fees Earned or Paid in Cash ($) (2) | | Stock Awards ($) (3) | Total | | | Bruce Brown | | 91,000 | $81,650 | | 172,650 | | Kathleen A. Dahlberg(4) | | 89,505 | $81,650 | | 171,155 | | Kevin M. Fogarty | | 151,500 | $81,650 | | 233,150 | | Marie T. Gallagher | | 96,000 | $81,650 | | 177,650 | | Darrel Hackett | | 79,000 | $81,650 | | 160,650 | | J. Robert Hall | | 79,000 | $81,650 | | 160,650 | | Lee C. Stewart(5) | | 43,000 | $81,650 | | 124,650 |

  65. Director Compensation Table

    (1)Only non-employee directors receive compensation for service on the Board. Accordingly, our CEO, Thomas M. Fahnemann, did not receive compensation for his service as director in 2023. For information on Mr. Fahnemann’s 2023 compensation, see the Summary Compensation Table on page 56. (2)The amounts include annual retainer fees, meeting fees, the Special Committee One-Time Payment, and standing committee chair fees paid in cash. (3)In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, the amount shown for all non-employee directors is based on the grant date fair market value of $3.55 per share for RSUs granted on May 8, 2023, which vest one year after the grant date. As of December 31, 2023, the current non-employee directors held the following number of outstanding RSUs:

  66. Director Compensation Table

    | Director Name | Number of Restricted Stock Units Outstanding | | Bruce Brown | 23,000 | | Kathleen A. Dahlberg | 23,000 | | Kevin M. Fogarty | 23,000 | | Marie T. Gallagher | 23,000 | | Darrel Hackett | 23,000 | | J. Robert Hall | 23,000 | | Lee C. Stewart (a) | — |

  67. Director Compensation Table

    (a) Mr. Stewart’s 2023 RSU award vested on September 25, 2023 upon separation from service. (4)Ms. Dahlberg’s compensation includes a one-time payment of $7,500 for serving as Chair of the Director Succession Special Committee, and a pro-rated fee paid in cash for chairing the NCG Committee from September 25, 2023-October 31, 2023. (5) Mr. Stewart resigned from the Board on September 25, 2023.

  68. Director Compensation Table

    | Enhancing Everyday Life®…Sustainably |

  69. Director Compensation Table

    Overview Our commitment to sustainability and responsible corporate citizenship has been an essential part of Glatfelter since our founding in 1864. Today, it is reflected in our Core Values of Integrity, Financial Discipline, Mutual Respect, Customer Focus, Environmental Responsibility, and Social Responsibility. We strive to engineer products that meet the sustainability and performance requirements of our customers, while operating our business in line with our Core Values. We are proud of our role in contributing to the health, well-being, and everyday living of millions of people around the world. In December 2022, we published a 2021-2022 Sustainability Report as our second formal update on our ESG activities and priorities. For this report, we refreshed our material topics, introduced short- and long-term goals in each priority area (Environmental Impact, Social Responsibility, and Governance and Ethics) and introduced two reporting references: the Global Reporting Initiative (“GRI”) standard and the United Nations Sustainable Development Goals (“UN SDGs”). The goals were established with strategic input from the Board, senior executive team, and functional leaders throughout the organization. In 2023 our MSCI ESG Rating improved to AA as a result of our strengthened carbon management strategy. In addition, we are proud to have achieved EcoVadis Silver status once again in 2023. Over the past five years, Glatfelter has bolstered its sustainability program, most recently by establishing an executive leadership role with dedicated responsibility for advancing the Company’s ESG program aligned to its long-term growth strategy. Our ESG Steering Committee sets the sustainability/ESG strategy for the Company and provides implementation support to the business and individual facilities. The ESG Steering Committee is composed of members from Legal, Investor Relations, Human Resources, Supply Chain, Finance, Marketing/Business Development, Product Innovation, and EHS (Environmental, Health & Safety) to encourage cross-functional insight and expertise. The ESG Steering Committee reports to the CEO and provides ESG updates at least annually to the NCG Committee, which has oversight for ESG strategy. The full Board also receives an annual update on ESG and EHS progress. Environmental Impact Glatfelter is committed to operating as a responsible steward of the environment and creating a more sustainable world for future generations. As stated in our Environmental Policy, our concern for the environment guides everything we do in our business. The Environmental Policy further reflects our commitment to comply with applicable environmental laws and regulations, practice pollution prevention, and improve our environmental performance. Instituted in 1997 as part of the ISO 14001 certification process, our Environmental Policy is the foundation for our Environmental Management Systems and reflects one of our Core Values – Environmental Responsibility. Glatfelter strives to deliver engineered products that perform well, use natural materials responsibly, and contribute to waste reduction in both the manufacturing process and following their end use. Our environmental pillar is focused in two areas that impact our business and where we can make a difference for our stakeholders: (1) Environmental Management in our Operations; and (2) Innovation and Environmentally Responsible Products. Environmental Management Glatfelter focuses its environmental management on maintaining compliance with all environmental laws and regulations in the regions where we operate, as well as developing programs and continuous improvement initiatives that address areas such as natural resource management, energy-efficient processes, and waste reduction. Natural resource management: Natural materials are the most significant feedstock in our manufacturing processes. Glatfelter has achieved Forest Stewardship Council certification at all our manufacturing facilities – maintaining a strong chain of custody to ensure that 100% of the wood fibers we use come from well-managed, sustainable forests. In addition, as the world’s top purchaser of abaca fiber, Glatfelter monitors its farmers and traders to ensure they follow local compliance requirements and Glatfelter’s Supplier Code of Conduct. We also partner with the Rainforest Alliance™ and Sustainable Agricultural Network to ensure abaca farms meet both organizations’ standards for environmental, social, and economic sustainability. Water is a significant natural resource input for our Composite Fibers and Spunlace businesses. Water is used within the manufacturing process, for equipment cleaning and in a few cases, for cooling purposes. Apart from the cooling water, all water used in our manufacturing process is recycled at least once. For water that can no longer be used in the manufacturing process, each manufacturing facility has a dedicated wastewater treatment process to remove solids and biodegradable materials to ensure the final effluent discharged back into the water system meets or exceeds regulatory requirements. We also seek to identify manufacturing efficiency measures that reduce the amount of water required. We regularly discuss water-related risks with public officials and local authorities. Our Airlaid Materials products are manufactured with a dry forming process where water is not a significant natural resource. Overall, our operations used 70.4 m3 of water per tonne of production in 2023. Energy usage: One of the byproducts of transforming our business into a leading global supplier of engineered materials is that we have become a less-energy-intensive, lower-emissions company. Nonetheless, in 2023, direct energy spend accounted for near double-digit percentage of our cost of goods sold, and we seek to drive efficiencies through equipment upgrades and process improvements, where feasible. Four of our European sites comply with formal energy management systems (ISO 50001) to drive energy efficiency. At several of our Composite Fibers facilities, we produce a significant amount of electricity through co-generation, which produces useful heat that can be used in the manufacturing process. In 2023, a total of 54,583 megawatt hours of electricity was produced by co-generation and our operations consumed 1.61 megawatt hours of electricity per tonne of production. Approximately 90.8% of our consumed electricity came from the grid in 2023. Our overall 2023 energy intensity was 4.85 megawatt hours per tonne of production. We continue to look for opportunities to drive efficiencies and reduce our use of nonrenewable energy. Greenhouse gas emissions: We are working to lower our greenhouse gas emissions by reducing our carbon dioxide emissions and increasing our energy efficiency across our operations. In addition to using the co-generation process and complying with ISO 50001, other efforts include driving improvements in efficiency and investing in more efficient equipment and processes, such as variable speed drives on motors, improved heat recovery, installation of LED lighting, and better control processes. Our greenhouse gas emissions in 2023 were 0.54 tonnes CO2e per metric tonne of production.

  70. Director Compensation Table

    Waste: Consistent with our application of Lean Manufacturing and Six Sigma principles, we view waste as an opportunity to improve efficiency and cost effectiveness, while reducing our environmental impact. We have had waste reduction and recycling success in all three of our business segments. For example, a significant volume of off-spec material in Composite Fibers is used for lower-grade applications. In Airlaid Materials, we strive for zero waste to landfill by recycling materials and finding buyers who value our byproducts’ high-absorbency performance. In Spunlace, technology-based engineering improvements were implemented to ensure greater precision and a significant reduction of manufacturing waste. Overall, we have dedicated resources focused on repurposing our by-products across all three segments. We also have general business waste recycling efforts in place at our corporate headquarters and several of our major locations. Innovation and Environmentally Responsible Products We believe our commitment to innovation and environmentally responsible products gives us a competitive advantage in an environment of elevated sustainability awareness. We collaborate and work directly with our customers to help them achieve their sustainability goals and demonstrate their environmental commitments to their customers. To capitalize on these opportunities, we are focused on two primary areas: (1) Helping our customers and markets appreciate the full sustainability benefits of our existing products, which are mostly plant-based; and (2) Developing new products with enhanced sustainability profiles, such as replacing oil-based plastic ingredients with recycled polymers or plant-based materials. These developments consider a product’s end of life, providing improved recyclability, biodegradability, and compostability. Environmentally responsible products: Plant-based materials are the most significant raw material input in all our products. In fact, an average of 64% to 76% of our Airlaid Materials and Composite Fibers product content is wood-based cellulose fiber, with many containing 100% plant-based materials. Any remaining materials in our products consist of a combination of binders, coatings, and adhesives – some of which are derived from petroleum products. In our Spunlace segment, plant-based fibers represent the primary input for most products. Our proprietary airlaid-hydroentangled technology allows the production of products that are highly dispersible and are typically ranked as best-in-class solutions in terms of performance, flush-ability, and dispersibility in personal care applications. A blend of plant-based and polymer-based fibers characterizes the portfolio directed to industrial and healthcare or institutional customers, where high performance is paramount and the disposal of the products after use happens in a regulated environment. Our proprietary Sontara® process technology ensures the performance of these products for highly engineered applications is unparalleled. Environmental considerations are an ongoing part of product line discussions internally and with customers and suppliers in all our segments. In 2023, two integral components of our menstrual care products — GlatPure™ Acquisition Distribution Layers (ADL) and Absorbent Core — received the prestigious class 4 OK Biobased certification from TUV Austria. The OK Biobased certification from TUV Austria is a recognized global standard for verifying the biobased content of products. It guarantees that the certified products are derived from renewable sources and meet the stringent criteria set by TUV Austria. Glatfelter’s products received this certification for having 100% biobased carbon content. This certification reinforces our dedication to environmental sustainability and eco-friendly practices within the absorbent hygiene industry. Innovation: Sustainability considerations have consistently been part of every new product development program at Glatfelter. Our research and development (“R&D”) scientists and product developers are actively and systematically evaluating ideas for products and applications that have a smaller environmental impact. This includes ways to further reduce the use of virgin plastics in our finished goods, such as increasing bio-based content in wipes, tabletop, and feminine hygiene products, and studying alternative materials for food and beverage filter media applications. Given that many of our products already have a relatively high percentage of natural content, we believe we have an advantage in developing next-generation solutions that are environmentally sustainable to further differentiate Glatfelter in the marketplace. Through the acquisition of the Spunlace business, we now have a leading position as a nonwoven supplier of Personal Protective Equipment (“PPE”) to various critical first responders, from nurses and doctors using spunlace drapes, gowns, and other protective equipment, to fire fighters using fire blocking equipment containing Sontara® high performance nonwovens. Social Responsibility Social Responsibility is a Glatfelter Core Value, and we have a consistent record of following through on our commitments and supporting communities where we work and live. We have three areas of focus in the “S” pillar: (1) Occupational Health and Safety; (2) Product Safety and Quality; and (3) Community and Employee Engagement. Occupational Health and Safety We view health and safety as everyone’s responsibility and involve all employees at every level of the organization in our programs. Safety first: Glatfelter sites are striving to be “injury free every day” through implementation of our Global Health & Safety Policy, a focus on regulatory compliance, site-specific safety plans and safety resources/training, and an ongoing risk assessment and safety auditing program. Eight of our 15 manufacturing facilities and one of our specialty fiber facilities are third-party certified under the Occupational Health and Safety management standard ISO 45001. Safety performance: We track multiple critical safety metrics, including total case incident rate (“TCIR”), to encourage and ensure continuous improvement and mitigation of potential safety risks. In recent years, Glatfelter’s TCIR has consistently ranked in the top quartile of safety performance in our industry. For 2023, Glatfelter continued to deliver top quartile safety performance with a TCIR of 1.11. TCIR represents the average number of work-related injuries incurred by 100 full-time employees working 200,000 hours per year (40 hours/week for 50 weeks). A number of our facilities have multi-year incident free records demonstrating excellent continuing safety performance. Product Safety and Quality People around the world rely on Glatfelter’s solutions for their most important daily needs – from their morning cup of coffee or tea to the cleaning wipes used to keep their families healthy. We take pride in our role in Enhancing Everyday Life®. Compliance: Ensuring a consistent, high level of product safety and quality is critical given our leading positions in several food-grade, personal hygiene, and medical categories. Our regulatory obligations with various products include complying with requirements and guidelines from the U.S. Food and Drug Administration, U.S. Federal Trade Commission, European Union, and ISO 9001 quality standards. In conjunction with our customers, we conduct extensive product testing during both the development and commercialization stages, and have an ongoing program to make sure that, first and foremost, our products continue to meet or exceed product safety requirements and quality specifications. For the fourth consecutive year, the Company had no consumer product recalls due to product safety or quality concerns.

  71. Director Compensation Table

    Supply chain: We strive to partner with stable, trusted, high-quality suppliers and contractors who uphold our standards of safety and quality as outlined in Glatfelter’s Supplier Code of Conduct and Glatfelter’s Human Rights Policy, and we encourage them to expect the same of their suppliers and contractors. Our questionnaire for qualifying suppliers looks at a wide variety of factors, including their safety, compliance, and quality. Community and Employee Engagement Glatfelter owes its success in large part to the dedication of its employees and support from the communities where we operate. We aim to provide current and potential employees around the globe with good paying jobs and meaningful work, close to home. Community: Glatfelter has a long history of positively impacting our local communities and groups through philanthropy, volunteer work, and other charitable initiatives. We believe our efforts help to improve the quality of life for the communities in which we live and work, and we value the relationships we have built with government entities, community leaders, business partners, and nonprofit and volunteer organizations. We focus our support for nonprofit giving in four key areas: Education, Civic, Environment, and Arts and Culture. Our leadership team encourages each business location to identify and support local initiatives in these four areas. Employees: Glatfelter people are an essential component of our success and ability to drive growth and innovation. Even as our organization has undertaken substantial change in recent years, our culture and our Core Values have remained strong. We are always working to implement and integrate enterprise-level systems for talent attraction, career development, and training. We are a global company embracing different cultures and backgrounds. Our people, including our Management team, are diverse. We rely on in-country hiring for both salaried and production positions to ensure we are aligned with local laws and culture. Additional details of our employee engagement initiatives are provided in the “Human Capital Management” section on page 33. Governance and Ethics The pursuit of our vision to be the leading global supplier of engineered materials is supported by strong corporate governance standards, the Glatfelter Code of Business Conduct, and a variety of policies and principles, including a specific policy demonstrating our commitment to human rights. Our “G” priorities are: (1) Corporate Governance; and (2) Ethics and Integrity. Corporate Governance: Our commitment to sustainability and responsible corporate practice begins with our Board. As discussed elsewhere in this proxy statement, our directors have a varied and balanced combination of backgrounds and experiences that span a broad range of industries in the public, private, and not-for-profit sectors. The slate of director nominees has 28.6% gender diversity and 14.3% racial/ethnic diversity (based on self-identification information). Five of our seven director nominees have environmental/sustainability skills and experience, and all Board members have skills and experience in corporate governance, compliance, and risk management. In 2020, the Board determined that the NCG Committee should have ultimate oversight of ESG strategy for the Company, although each Board committee has identified ESG responsibilities incorporated into their respective committee charters. The Board received several reports from Management in 2023 on ESG-related matters, including our 2024 priorities and progress toward our defined ESG targets and commitments, our social responsibility work, and an update on the initiatives underway to further improve cybersecurity as well as the systems in place to ensure adequate protections. Ethics and Integrity: Glatfelter’s expectation is that our personal and business ethics should be above reproach. We believe our accomplishments, as well as our prospects, are based not just on what we have done, but how we have done it. The decisions we make and why we make them are key to our continued success as a high-integrity company. The Glatfelter Code of Business Conduct aligns with our Core Values of Integrity, Financial Discipline, Mutual Respect, Customer Focus, Environmental Responsibility, and Social Responsibility, and defines appropriate conduct and behaviors for our organization and conducting business. Every quarter, we provide compliance and ethics training for salaried employees, who are required to pass a test with a score of 80% or better to complete the training. We expect, and regularly achieve, 100% participation in the training by the completion deadline. The quarterly trainings cover topics related to either ethics/compliance, anti-bribery/corruption, information security, antitrust, financial fraud, or diversity, equity and inclusion. As we rely more and more upon electronic systems to conduct our business, cyber-security and protection of the Company's information and personal data has grown in importance. To address the human element of data protection, our employees with access to our electronic systems complete information security and compliance training annually. Additionally, employees are subject to intermittent phishing tests throughout the year that can result in supplemental training for those who do not take the appropriate actions. We have controls in place for our employees and outside partners to report and address critical concerns. Our Integrity Helpline provides a free, anonymous, and confidential way to make a report via telephone or mobile device, and is available 24 hours a day, seven days a week, in multiple languages to support our global population. Concerns may also be shared directly with our Legal Department or the Audit Committee Chair. In 2020, we officially adopted and published our Human Rights Policy, which expanded on the human rights language that has been part of the Glatfelter Code of Business Conduct and other employment policies for years. This policy demonstrates our commitment to ensure our business and supply chain adhere to high ethical standards to protect human rights. Our Human Rights Policy covers a range of topics including safety and health, prohibition of child labor, diversity/equal opportunity, and the right to water. Our business is guided by our diverse Board of Directors and Management team comprised of leaders with extensive business and industry experience. Additional information on our leadership team is set forth within our 2023 Form 10-K for the fiscal year ended December 31, 2023 under the caption “Executive Officers.” As of December 31, 2023, we employed approximately 2,920 people worldwide, the substantial majority of whom are skilled personnel responsible for the production and commercialization of our composite fibers, airlaid materials, and spunlace products. Our facilities are a continuous flow manufacturing operation, with approximately 68.3% of our employees represented by local works councils or trade unions in the European Union, the United Kingdom, Canada, and the Philippines. The daily work of Glatfelter employees is rooted in the Company’s longstanding Code of Business Conduct and Core Values of Integrity, Financial Discipline, Mutual Respect, Customer Focus, Environmental Responsibility, and Social Responsibility. We understand how important it is to be a good neighbor, employer, and corporate citizen, as we aim to provide current and potential employees around the globe with good paying jobs and meaningful work, close to home.

  72. Director Compensation Table

    Throughout 2023, we took several key actions to ensure ongoing business continuity in response to the highly-competitive labor market. Examples include the retention of key members of Management; continuation of contemporary work arrangements, including hybrid and remote constructs, where feasible; assessment of competitive production labor rates and compensation offerings; expansion of employee well-being programs; and progress with enhancing the Company’s culture of diversity, equity, and inclusion. Employee Health and Safety The safety, health, and overall well-being of our employees remain a top priority. We have a well-established safety management system aimed at sustaining our top-quartile industry safety performance, and we continue to provide confidential mental health resources accessible to employees and their family members. We view health and safety as everyone’s responsibility and involve all employees at every level of the organization in our programs. Glatfelter facilities are striving to be “injury free every day” through the implementation of our Global Health & Safety Protocol, regulatory compliance, site-specific safety plans, safety resources and training, ongoing risk assessment, and a safety auditing program. We track multiple safety metrics to encourage and ensure continuous improvement and mitigation of potential safety risks. Talent Attraction, Retention, and Development Our employees make essential contributions to our success and ability to drive growth and innovation. Even as the organization has undertaken substantial change in recent years, our vision and Core Values remain the center of our steadfast compliant culture. We are always working to enhance our human resources programs by implementing and integrating enterprise-level processes for talent attraction, career development, and training. Creating a best-in-class, globally consistent process for these employee experiences has become even more important as part of our efforts to compete for talent in the highly-competitive labor market. Glatfelter’s Performance Management program is one of the key tools we use to provide direction, coaching, performance feedback, and encouragement to motivate employees and improve overall individual and Company performance. This is done by linking employee goals, feedback, and rewards to key business objectives. This approach ensures we remain focused on generating value for our customers and shareholders. Glatfelter supports its team by providing fair and competitive wages, comprehensive benefits, multi-faceted wellness programs, and other programs to enhance the lives of our employees. We regularly review our employee offerings to ensure we are positioned to attract, support, and retain world-class talent. We provide flexible work arrangements for jobs that are conducive to working a combination of remotely and in the office, and an employee referral program for our U.S.-based staff and production jobs. Employee Training Training and professional growth are central to developing our workforce and driving long-term success for our organization. Global training encompasses a variety of programs, from apprenticeships and machine-specific skill development, grant-funded partnerships, Lean Six Sigma principles training, leadership development, and compliance training. To ensure we continue to have the necessary resources with the skills needed to support the production of increasingly sophisticated engineered materials, we invest in the development of skills required to operate our machinery, including operational apprenticeship programs in many of our global locations. Diversity, Equity, and Inclusion We are a global company that encourages and embraces different cultures and backgrounds. Our employees, including our Management team, are diverse. Our facilities hire locally for leadership positions, as well as salaried and production positions at all levels. We strive to create an inclusive culture and provide opportunities for people of all backgrounds to share their unique viewpoints and contribute to our success. The global nature of our business helps drive our inclusive corporate environment, as we regularly collaborate with colleagues who have different backgrounds, ethnicities, and world views. We are committed to ensuring our Company is diverse and an inclusive place to work, while also strengthening the communities in which we live. In 2023, we continued to enhance our training offerings through content that reinforces the importance of a diverse, equitable, and inclusive culture, and we allocated a portion of our charitable contributions to support community partners whose missions address social inequities and racial injustice. Supporting Our Communities Through philanthropy and volunteerism, Glatfelter positively impacts many communities and groups across our footprint. We believe that supporting our communities not only involves financial contributions, but also extends to partnering with community organizations, giving time and talent to those who need our help, and supporting causes important to Glatfelter people. We focus our support for nonprofit organizations in four key areas: 1.Education: We encourage the development of knowledge for individuals and application of knowledge for the betterment of society. 2.Civic: We engage in challenges and opportunities that impact the local community, and, where possible, we find opportunities to lead by example. 3.Environment: We support programs that protect and conserve the natural environment, including critical habitats and waterways. 4.Arts and Culture: We recognize the importance of experiences with culture and the arts and help enhance the participation and exposure for local programs. The Glatfelter leadership team encourages each site to identify and support local initiatives in these four key areas. Employees are encouraged to participate in Glatfelter’s Charitable Giving program and may request support for local nonprofit organizations that are important to them and reflect the Company’s Core Values and community priorities. In 2023, Glatfelter recorded donations of approximately $75,000 to organizations in communities where we operate and whose mission is aligned to the four key areas. Contributions included $25,000 to organizations in the Nashville, Tennessee area following a series of devastating tornadoes, $25,000 to the World Central Kitchen for Israel and Gaza humanitarian aid, and $25,000 to Doctors Without Borders for earthquake disaster relief in Turkey and Syria. Compensation Discussion and Analysis

  73. Director Compensation Table

    | Highlights | Introduction | 35 | | | Say-on-Pay Vote | 35 | | | Executive Summary | 36 | | What We Pay and Why | Compensation Programs | 39 | | | Target Pay Mix | 42 | | | Perquisites | 50 | | | Post-Employment Compensation | 50 | | Policies and Practices | Additional Compensation Policies and Practices | 51 | | | Role of the Compensation Committee and Consultant Independence | 53 |

  74. Director Compensation Table

    | INTRODUCTION |

  75. Director Compensation Table

    This Compensation Discussion and Analysis (“CD&A”) describes the Company’s executive compensation philosophy and programs, the 2023 compensation decisions made by the Compensation Committee, and the factors influencing its decisions. The CD&A focuses on the 2023 compensation of the following NEOs: •Thomas M. Fahnemann, President and Chief Executive Officer (“CEO”) •Ramesh Shettigar, Senior Vice President (“SVP”), Chief Financial Officer (“CFO”) & Treasurer •Boris Illetschko, Senior Vice President (“SVP”), Chief Operating Officer (“COO”)(1) •David C. Elder, Vice President (“VP”), Strategic Initiatives, Business Optimization & Chief Accounting Officer •Eileen L. Beck, Senior Vice President (“SVP”) Global Human Resources and Administration(2) •Christopher W. Astley, Former Senior Vice President (“SVP”), Chief Commercial Officer(3) •Wolfgang Laures, Former Senior Vice President (“SVP”), Integrated Global Supply Chain & Information Technology(4) (1) Mr. Illetschko was appointed SVP, COO effective April 5, 2023. Due to European notice periods with respect to his prior employer, his employment started August 1, 2023. (2) Ms. Beck was promoted to SVP on February 1, 2023. (3) Mr. Astley served as the Company’s SVP, Chief Commercial Officer until April 5, 2023. (4) Mr. Laures served as the Company’s SVP, Integrated Global Supply Chain and Information Technology until April 5, 2023.

  76. Director Compensation Table

    | SAY-ON-PAY VOTE |

  77. Director Compensation Table

    An advisory shareholder vote on the Company’s executive compensation practices (“Say-on-Pay”) was held at the 2023 Annual Meeting of Shareholders, with 88.05% of the shares voting in favor of the Company’s NEO compensation. In determining 2023 compensation, the Compensation Committee considered the outcomes of the 2023 Say-on-Pay vote and built upon the actions taken in 2021 and 2022 by continuing to evaluate the Company’s executive compensation programs to ensure alignment with the Company’s long-term strategy and shareholder expectations. During 2023, we conducted investor outreach as the Company faced difficult market conditions and low stock price performance. Engagement efforts were focused on the performance of the Company and steps taken with the Turnaround Strategy. We value our shareholders’ feedback and will continue to review and take into consideration the results of our Say-on-Pay proposals.

  78. Director Compensation Table

    | EXECUTIVE SUMMARY |

  79. 2023 NEO Compensation Overview and Highlights

    ▪The LTI program is designed to be primarily performance-based, with 60% of each NEO’s grant date equity value (at target) awarded in PSAs that are tied directly to the Company’s achievement of financial and relative TSR performance goals derived from the Company’s strategic plan. In 2023, the plan metrics were changed to reinforce Management’s focus on earnings growth and reducing debt. As such, Adjusted EBITDA was included as a financial metric, since it is viewed as an important factor for improving the Company’s financial performance in the near-to long-term. In addition, 2023 PSAs include Senior Secured Net Leverage and Relative TSR performance goals. ▪The PSAs granted to the NEOs are payable in shares of Company common stock contingent upon the achievement of two-year performance goals tied to cumulative Adjusted EBITDA (weighted 50%) and Senior Secured Net Leverage (“Net Leverage”) (weighted 25%) and a three-year TSR performance metric relative to the S&P Small Cap 600 Index (weighted 25%). The PSAs are payable at the end of three years based on achievement of the performance goals and continued employment. ▪A $5.00 stock price grant value (and corresponding Monte Carlo value for TSR metric) was used for purposes of calculating the number of shares subject to the PSA grant. –Outstanding PSAs: ▪For the PSAs granted in 2021 (the “2021 PSAs”), no payout was achieved based on the Company’s two-year average ROCE performance during the period ended December 31, 2022. In addition, the Company’s cumulative three-year relative TSR for the performance cycle ranked below the 25th percentile (threshold), resulting in no payout. The 2021 PSAs vested on December 31, 2023, subject to continued service through such date; however, no payout was earned. ▪For the PSAs granted in 2022 (the “2022 PSAs”), a potential payout of 21.1% was achieved based on the Company’s two-year cumulative EBITDA (weighted 50%) and 0% of target was achieved for the cumulative ROCE during the two-year performance period ended December 31, 2023. The 2022 PSAs are subject to the three-year relative TSR performance for the 2022-2024 period and continued service through December 31, 2024 for vesting. ▪The initial 2022 Fahnemann PSA grant awarded to Mr Fahnemann upon hire was designed to foster the realignment of the business strategy to drive stock price appreciation. It will cliff vest after three years and will be earned if certain stock price hurdles are achieved over the three-year performance period ending August 23, 2025. Specifically, 50% of Mr. Fahnemann’s initial PSAs will be earned if a stock price of $10 per share is reached and maintained for 20 consecutive trading days throughout the performance period. The remaining 50% will be earned if a stock price of $18 per share is reached and maintained for 20 consecutive trading days throughout the performance period. •Retirement Programs: –The Company maintains a qualified 401(k) plan for U.S. employees, which includes a discretionary Company contribution on eligible earnings (base salary and earned annual short-term incentive). The Company contribution for 2023 was 7% of earnings, capped at the required limits of the Internal Revenue Code of 1986, as amended (the “Code”), and administered consistent with the Code requirements for allocating excess pension assets received by the 401(k) plan upon termination of the Company’s Retirement Plan in 2019. –The Company maintains a non-qualified deferred compensation plan (“NQDCP”) for U.S. employees that aligns with contemporary market practice, which replaced the Supplemental Executive Retirement Plan (“SERP”) that was frozen effective December 31, 2019. The NQDCP coordinates with the Company’s 401(k) plan, and participants will receive a Company contribution of up to 7% on earnings in excess of the annual Code earnings limit. Accrued benefits from the frozen SERP were converted to opening balances under the new NQDCP as of January 1, 2020, which will be credited with a market rate of interest until distribution. –With respect to Messrs. Illetschko and Laures, a defined contribution plan was implemented for all Swiss employees, which provides the mandatory minimum contribution rates based on age, paid 50% by the employer and 50% by the employee. Under the terms of his Swiss Contract, Mr. Illetschko also receives an amount of 15% of gross base pay as a contribution toward his Austrian private pension fund. This benefit is paid directly to Mr. Illetschko as a cash stipend. Additional details regarding elements of the compensation program are included on page 36 under “2023 Compensation Overview” and on page 42 of the “Target Pay Mix” section.

  80. Determination of Compensation Levels

    | The Compensation Committee retains an independent compensation consultant (the “Consultant”) that regularly meets with the Compensation Committee in executive session to provide advice, information, and analysis on executive compensation and benefits. | | The Compensation Committee confers with the Consultant, the CEO, the CFO, and the SVP of Global Human Resources and Administration to design compensation programs and obtain background on the Company’s key financial objectives, metrics, and performance, and design of the Company’s short- and long-term incentive compensation programs. | | Compensation decisions pertaining to the CEO are ratified by the independent members of the Board, based on recommendations by the Compensation Committee and guidance from the Consultant. | | Compensation decisions pertaining to the NEOs, other than the CEO, are made by the Compensation Committee with consideration of recommendations from the CEO and guidance from the Consultant. | | The Company’s legal counsel and Human Resources staff provide legal, governance, and technical input to the Compensation Committee with oversight by the Consultant. |

  81. Determination of Compensation Levels

    The Compensation Committee may invite NEOs or other executive officers to attend portions of its meetings; however, the Compensation Committee meets in executive session alone, with and without the Consultant, to reach final decisions regarding NEO compensation. Additionally, while the CEO makes recommendations to the Compensation Committee on the other NEOs’ compensation, he does not provide input or partake in the discussions and deliberations regarding his own compensation. To assist with reviewing NEO compensation, the Compensation Committee considers market benchmark data, pay history, tally sheets, vested and unvested equity holdings, and required share ownership. The Compensation Committee uses this information, in addition to market compensation data, individual NEO and Company performance, and the Company’s succession planning when making compensation decisions for each NEO. Consistent with the prior year, the Compensation Committee continued to retain the services of Meridian as the Consultant during 2023. The role of the Consultant is to assist with: •providing competitive compensation market data •assessing the competitiveness of the executive compensation programs •making recommendations regarding program design based on prevailing market practices and business conditions •advising the Compensation Committee on: –the level of each NEO’s compensation –the composition of the Compensation Peer Group –incentive plan performance metrics and design –external trends and regulatory developments –changes or enhancements to the Company’s executive compensation policies –Say-on-Pay guidance and input

  82. Compensation Peer Group and Benchmarking Process

    Compensation Peer Group and Benchmarking Process To determine market levels, the Company targets a reasonable range around the size-adjusted 50th percentile of the Company’s peer group companies (the “Compensation Peer Group”), and the Compensation Committee reviews target total compensation for similarly situated executives from the Compensation Peer Group where data is available, as well as from multiple nationally-recognized compensation survey sources including: •William H. Mercer’s Executive Compensation Database •Willis Towers Watson’s Executive Compensation Database A market analysis is performed annually for the CEO and CFO and biennially for the remaining NEOs unless market conditions warrant a market study for additional executive roles for the year. For 2023 compensation decisions, the market review included the total compensation of the CEO, CFO, and all other NEOs. The Compensation Committee annually reviews the Company’s peer group companies to ensure that they are a relevant and appropriate peer group. In 2022, the Compensation Committee reassessed the Company’s Compensation Peer Group for 2023 and made changes appropriate to the current market. The Compensation Peer Group continues to be comprised of size-appropriate peer companies that share common industry and financial characteristics and compete with the Company for executive and employee talent. The Compensation Committee used the following list of companies to establish 2023 compensation decisions:

  83. Compensation Peer Group and Benchmarking Process

    | 2023 Compensation Peer Group (1) | | | AptarGroup, Inc. | Neenah, Inc. | | Balchem Corporation | PotlatchDeltic Corporation | | Clearwater Paper Corporation | Quaker Chemical Corporation | | GCP Applied Technologies Inc. | Rayonier Advanced Materials Inc. | | H.B. Fuller Company | Rayonier Inc. | | Innospec Inc. | Resolute Forest Products, Inc. | | Kaiser Aluminum Corporation | Schweitzer-Mauduit International, Inc. | | Mercer International Inc. | Tredegar Corporation | | Myers Industries, Inc. | |

  84. Compensation Peer Group and Benchmarking Process

    (1) Lydall, Inc. and Verso Corporation were removed from the Compensation Peer Group for 2023, as executive pay data for these companies is no longer publicly available. Compensation benchmarking for 2023 was conducted in 2022 prior to Schweitzer-Mauduit International, Inc. and Neenah, Inc. merging to form Mativ Holdings, Inc. The Compensation Committee is using the following list of companies to establish 2024 compensation decisions:

  85. Compensation Peer Group and Benchmarking Process

    | 2024 Compensation Peer Group (1) | | | Aptar Group, Inc. | Mercer International Inc. | | Balchem Corporation | Myers Industries, Inc. | | Clearwater Paper Corporation | PotlatchDeltic Corporation | | H.B. Fuller Company | Quaker Chemical Corporation | | Innospec Inc. | Rayonier Advanced Materials Inc. | | Kaiser Aluminum Corporation | Rayonier Inc. | | Mativ Holdings, Inc. | Tredegar Corporation |

  86. Compensation Peer Group and Benchmarking Process

    (1) GCP Applied Technologies Inc. and Resolute Forest Products, Inc. were removed from the Compensation Peer Group for 2024, as executive pay data for these companies is no longer publicly available. Former peer companies Schweitzer-Mauduit International, Inc. and Neenah, Inc. merged in 2022 to form Mativ Holdings, Inc.

  87. Compensation Peer Group and Benchmarking Process

    | TARGET PAY MIX |

  88. Compensation Peer Group and Benchmarking Process

    Annually, the Compensation Committee reviews each NEO’s compensation mix of base salary, STI, and LTI, which comprises total target direct compensation for each NEO, to ensure that an appropriate level of the NEO’s recurring target compensation is tied to Company performance. The Compensation Committee believes this approach is appropriate to provide year-over-year consistency in analyzing the pay mix when compared to the Compensation Peer Group. The targeted annual pay mix of compensation varies for each NEO, with an average of 60% of target pay considered at-risk for the active NEOs (excluding the CEO). This average does not include one-time equity grants or other health, welfare, or retirement benefits. Mr. Fahnemann has the highest level of STI and LTI target opportunity compared to the other NEOs, with 79% of his annualized total target direct compensation considered at-risk and variable. The Compensation Committee believes this level is appropriate for Mr. Fahnemann given his responsibility as CEO to deliver on the Company’s Turnaround Strategy and long-term shareholder value.

  89. Compensation Peer Group and Benchmarking Process

    | Fixed 21% Variable 79% | Fixed 40% Variable 60% |

  90. Short-Term Incentives: The Management Incentive Plan

    Short-Term Incentives: The Management Incentive Plan The Company provides an annual STI bonus opportunity to the NEOs under the Company’s MIP. The Compensation Committee approves a target bonus for each NEO expressed as a percentage of the NEO’s base salary. Generally, the Compensation Committee establishes target bonuses for the NEOs at the 50th percentile of the Company’ Compensation Peer Group for a given year. Individual STI target bonus opportunities were unchanged for 2023, except for Mr. Elder, whose target was increased from 45% to 50% to recognize his leadership and commitment to leading the Company’s Turnaround Strategy. In setting Mr. Illetschko’s STI bonus opportunity, the Compensation Committee aligned his target to the 50th percentile of market.

  91. Short-Term Incentives: The Management Incentive Plan

    | NEO MIP Target Bonus | | | | NEO | 2022 Target Bonus (as a percentage of 2022 Base Salary) | 2023 Target Bonus (as a percentage of 2023 Base Salary) | | Fahnemann | 100% | 100% | | Shettigar | 60% | 60% | | Illetschko | N/A | 65% | | Elder | 45% | 50% | | Beck | 50% | 50% | | Astley | 60% | 60% | | Laures | 55% | 55% |

  92. Short-Term Incentives: The Management Incentive Plan

    In February of each year, the Compensation Committee, in consultation with the Audit Committee Chair, determines the degree to which the pre-established MIP performance metrics have been met with respect to the prior fiscal year. The Compensation Committee then decides whether — and if so, at what percentage level — to award bonuses to the NEOs. The amount ultimately earned by the NEOs depends on the achievement of performance metrics; provided, however, the Compensation Committee may, in its discretion, adjust downward any bonus of an NEO based on its judgment of Management’s achievement of the financial outcomes. Any downward adjustment to the CEO’s bonus requires ratification and approval by the independent members of the Board. Historically, the MIP design was comprised solely of financial performance metrics weighted 80% EBITDA and 20% Free Cash Flow. Under Mr. Fahnemann’s leadership, the Company embarked on a Turnaround Strategy. As a result, the Compensation Committee adopted a MIP design intended to incentivize NEOs to remain focused on earnings to drive improved financial performance while simultaneously introducing Non-Financial Strategic Objectives intended to reinforce accountability for executing key initiatives critical to the business. The 2023 MIP was based on Adjusted EBITDA achievement weighted 80% and Non-Financial Strategic Objective components weighted 20%. The Adjusted EBITDA metric had a threshold of 84% achievement of target performance (which pays 50% of the target award) and a ceiling of 120% achievement (which pays 200% of the target award). Adjusted EBITDA performance below threshold levels results in a zero payout for that metric. The Non-Financial Strategic Objective metric achievement is based on Board judgement of key strategic initiatives outlined on a Management Scorecard. The Board may apply up to 2x upside for the strategic component based on Management’s successful delivery of the strategic initiatives. Achievement of the Non-Financial Strategic Initiatives is determined independent from the Adjusted EBITDA metric. •Adjusted EBITDA (weighted 80%) - Adjusted EBITDA (“Adj. EBITDA”), a non-GAAP measure, is defined as the Company’s revenues minus its costs, after excluding from such costs interest expense, taxes, depreciation, and amortization subject to adjustment (such as foreign exchange adjustments and timberland sales) as determined by the Compensation Committee. •Non-Financial Strategic Objectives (weighted 20%) - Non-Financial Strategic Objectives (“Strategic Objectives”) is a discretionary metric that measures achievement of key initiatives on a Management Scorecard. The Management Scorecard includes goals pertaining to refinancing and investor relations, execution of the Turnaround Strategy, building organizational skills and talent, progressing organic growth and other strategic initiatives. These metrics are intended to focus the NEOs on generating earnings and reinforcing accountability for executing key strategic initiatives. In 2023, the performance metrics were weighted as follows for all NEOs: The targeted performance levels of Adj. EBITDA and Strategic Objectives were derived from the Company’s 2023 budgeted levels and business strategy as approved by the Board. Developing the budget and critical business priorities involves a variety of factors and assumptions, including the Company’s strategic planning process and an assessment of the future business environment. •Short-term incentive awards payable under the Management Incentive Plan (“MIP”): The NEOs’ annual incentives under the MIP were contingent on the Company’s achievement of Adj. EBITDA and Strategic Objectives. –Individual STI target bonus opportunities were unchanged for 2023, except for Mr. Elder whose target was increased from 45% to 50% to recognize his leadership and commitment to leading the Company’s Turnaround Strategy. Messrs. Astley and Laures were ineligible to receive any payout under the terms of their separation agreements. –The combined result for Adj. EBITDA fell short of achieving the threshold performance level established by the Compensation Committee, so no payout was made for that metric. The Board approved a 100% payout of the Strategic Objectives yielding a 20% combined payout for the annual cash bonuses for 2023. Consistent with historic practice, all financial performance targets were established at the start of the year and maintained throughout the fiscal year, with financial targets set above the prior year’s actual results to emphasize the importance of year-over-year earnings growth. No adjustments were made to lower the performance targets, or otherwise, on account of the impacts from any internal/external business conditions. The following table outlines the approved threshold, target, and maximum payment opportunities and financial goals for the NEOs under the 2023 MIP, as well as the weighted payout results based on the performance metric weights.

  93. Short-Term Incentives: The Management Incentive Plan

    | NEO MIP Performance Metrics and Payout Levels | | | | | | | | | | Plan Goals | | | | 2023 Results | | | | | Below Threshold (0% Payout) | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | Actual | Achievement Factor | Weighted MIP Payout % | | | 0% | 50% | 100% | 200% | | | | | Achievement of Financial Goals | <84% | 84% | 100% | 120% | | | 20.0% | | Adjusted EBITDA (millions) (1) | < $100 | $100.0 | $120.0 | $144.0 | $95.3 | 0% | | | Achievement of Non- Financial Goals | | Strategic Objectives | | | | | | | Strategic Objectives (2) | | 0% | 100% | 200% | 100% | 100% | |

  94. Short-Term Incentives: The Management Incentive Plan

    (1)Adjusted EBITDA metric weighted 80%. (2)Non-Financial Strategic Objectives weighted 20%. Determination of the strategic objectives are based on Board judgement and comprised of achievement of the initiatives outlined on the Management Scorecard. The 2023 MIP target bonuses and payouts for the NEOs are shown below:

  95. Short-Term Incentives: The Management Incentive Plan

    | NEO MIP Payments | | | | | | | NEO | 2023 Target Bonus (as a percentage of 2023 Base Salary) | Eligible Salary | 2023 MIP Target Bonus | 2023 MIP Payout Percent | 2023 MIP Payout | | Fahnemann | 100% | $1,050,000 | $1,050,000 | 20.0% | $210,000 | | Shettigar | 60% | $450,000 | $270,000 | 20.0% | $54,000 | | Illetschko(1) | 65% | $191,516 | $124,485 | 20.0% | $24,897 | | Elder | 50% | $348,000 | $174,000 | 20.0% | $34,800 | | Beck | 50% | $370,000 | $185,000 | 20.0% | $37,000 | | Astley(2) | 60% | $467,761 | $280,657 | 0.0% | $0 | | Laures(2) | 55% | $497,198 | $273,459 | 0.0% | $0 |

  96. Short-Term Incentives: The Management Incentive Plan

    (1)As Mr. Illetschko began service as COO in August 2023, his 2023 MIP target bonus was prorated to reflect the period during 2023 that he served as COO. Mr. Illetschko’s bonus is paid in EUR and converted to USD using an exchange rate of 1.0815 EUR:USD. Pro-rated bonus opportunity in local currency is 23,021 EUR. (2)As Mr. Astley and Mr. Laures ceased to be employed by the Company during 2023, they were not eligible to receive any 2023 MIP payout. Mr. Laures is paid in CHF and all amounts reflected are converted to USD using an exchange ratio of 1.11284 CHF:USD.

  97. Long-Term Incentives

    Long-Term Incentives The Compensation Committee believes long-term compensation provides strong incentives for executives to deliver and sustain long-term financial performance to the Company’s shareholders. Annually, the Compensation Committee determines the target opportunity of LTI compensation to be granted to executives by targeting the size-adjusted 50th percentile of the market, but reserves discretion to deviate from the target. The Company provided NEOs an annual LTI award comprised of 40% time-based RSUs and 60% PSAs. In 2023, LTI values were increased for Messrs. Shettigar and Elder to provide upside opportunity for earning Glatfelter equity and to reinforce the importance of their roles and leadership given the business challenges. To further support the alignment of the interests of NEOs and shareholders and to tie in the Company’s annual operating budget for its three-year strategic plan, the 2023 LTI program consisted of: –2023 RSUs ▪The time-based RSUs granted to the NEOs in 2023 (the “2023 RSUs”) are weighted 40% of the full award value and will vest equally in 1/3rd increments on the first, second, and third anniversaries of the grant date. ▪A $5.00 stock price grant value was used for purposes of calculating the number of shares subject to the RSU grant. –2023 PSAs: ▪The LTI program is designed to be primarily performance-based, with 60% of each NEO’s grant date equity value (at target) awarded in PSAs that are tied directly to the Company’s achievement of financial and relative TSR performance goals derived from the Company’s strategic plan. In 2023, the plan metrics were changed to reinforce Management’s focus on earnings growth and reducing debt. As such, Adj. EBITDA was included as a financial metric since it is viewed as an important factor for improving the Company’s financial performance in the near-to long-term. In addition, 2023 PSAs include Senior Secured Net Leverage and Relative TSR performance goals. ▪The PSAs granted to the NEOs receive shares of Company common stock contingent upon the achievement of two-year performance goals tied to cumulative Adj. EBITDA (weighted 50%) and Senior Secured Net Leverage (“Net Leverage”) (weighted 25%) and a three-year TSR metric relative to the S&P Small Cap 600 Index (weighted 25%). ▪The PSAs are payable at the end of three years based on achievement of the performance goals and continued employment. TSR payouts will be capped at 100% of target in the event GLT absolute TSR is negative for the 3-year performance period. ▪A $5.00 stock price grant value (and corresponding Monte Carlo value for TSR metric) was used for purposes of calculating the number of shares subject to the PSA grant. The 2023 LTI program design is summarized below:

  98. Long-Term Incentives

    | 2023 Annual LTI Program Design | | | | | Equity Vehicle (Weight) | Compensation Opportunity | Financial Performance Metrics | Objective | | PSAs (60%) | –Ability to earn shares of Company common stock upon the attainment of a pre-established two-year performance goal based on Adjusted EBITDA and Senior Secured Net Leverage (January 1, 2023 through December 31, 2024) and a three-year relative TSR performance goal (January 1, 2023 through December 31, 2025). –Vesting occurs at the end of the three-year period, subject to continued employment. –Adjusted EBITDA: –Threshold performance level: 60% achievement results in a 20% of target payout. –Maximum performance level: 140% achievement results in a 200% of target payout. –Net Leverage: –Threshold performance level: 3.0x achievement results in a 50% payout –Maximum performance level: 1.5x achievement results in a 200% payout –Relative TSR: –Threshold performance level: 25th percentile achievement results in a 50% payout –Maximum performance level: 75th percentile or greater achievement results in a 200% payout | –Weighted 50% on two-year cumulative Adjusted EBITDA –Weighted 25% on Senior Secured Net Leverage at FYE 2024 –Weighted 25% on the three-year relative TSR metric (S&P Small Cap 600 Index). | –Align NEOs’ and shareholders’ interests to drive stock price appreciation. –Drive long-term earnings growth and reduce debt. | | RSUs (40%) | –Ability to earn shares of Company common stock based on continued employment through the vesting date(s). –Pro-rata, time-based vesting: 1/3rd increments on the first, second, and third anniversaries of the grant date. | –Value increases as the Company stock price increases. | –Promote retention of NEOs to support execution of the Company’s strategic plan. –Provide opportunity to obtain share ownership |

  99. Long-Term Incentives

    Adj. EBITDA is a commonly used measure of the cash earnings that are generated. Senior Secured Net Leverage was introduced given the importance of achieving certain debt leverage milestones under the refinanced debt covenant. TSR is a measure of financial performance, indicating the total amount a shareholder reaps from an investment. These metrics are appropriate due to the focus on generating earnings, debt management, and profitability across the business, as well as aligning the interests of shareholders with those of the NEOs and rewarding for out-performance compared to peers. The 2023 PSAs have a two-year Adj. EBITDA and Net Leverage performance period and a three-year relative TSR performance period. The three-year relative TSR metric is measured against the S&P Small Cap 600 Index at the end of the vesting period. TSR payouts will be capped at 100% of target in the event GLT absolute TSR is negative for the 3-year performance period. The Compensation Committee believes that a two-year Adj. EBITDA and Net Leverage performance period is appropriate for the 2023 PSAs at this time, in order to give more accurate visibility to goal setting. In setting a two-year Adj. EBITDA and Net Leverage performance measurement period for the 2023 PSAs, the Compensation Committee considered: (1) the need to provide line-of-sight to incentivize the NEOs to achieve earnings goals; and (2) the importance of achieving certain debt leverage milestones under the refinanced debt covenant. The Compensation Committee decided to set a three-year relative TSR metric, in order to promote sustained performance focus and encourage long-term retention. Given its relationship to our annual operating plan and business strategy, the pre-established Adj. EBITDA and Net Leverage goals and their specific target levels for the 2023-2024 performance period are confidential and commercially-sensitive information that we do not publicly disclose until after the performance period is completed. We believe that such information would provide our competitors, customers, and other third parties with significant insights regarding our confidential business strategies and could cause us substantial competitive harm. The relative TSR metric is not determined until it is measured against the S&P Small Cap 600 Index at the end of the three-year performance period (December 31, 2025).

  100. 2023 RSUs

    2023 RSUs The 2023 RSUs vest equally in 1/3rd increments on the first, second, and third anniversaries of the grant date. The Compensation Committee determined that pro-rata vesting is appropriate for the 2023 RSUs because it fosters employee share in the business and is a market-competitive vesting schedule. The 2023 RSUs and 2023 PSAs granted were based on the NEOs’ overall responsibilities and individual performance, and information provided by the Consultant based on a market benchmarking for each position. As noted above, Messrs. Shettigar and Elder received increased LTI target values in order to reinforce the importance of their continued leadership and accountability to deliver on the financial and operational expectations despite anticipated business challenges. Messrs. Astley and Laures forfeited their respective 2023 RSUs and 2023 PSAs, as they separated from service before such awards vested. The following table provides a summary of the 2023 RSUs and 2023 PSAs (at target).

  101. 2023 RSUs

    | 2023 LTI Grants (1) | | | | | | | | | | PSAs | | | | NEO | Total Shares (2) | Time Based RSU's | Minimum Shares (0% payout below threshold) | Performance Share Target (100% payout) | Maximum Shares (200% payout at Maximum) | | Fahnemann | 579,230 | 240,000 | — | 339,230 | 678,460 | | Shettigar | 96,538 | 40,000 | — | 56,538 | 113,076 | | Illetschko | 95,771 | 39,682 | — | 56,089 | 112,178 | | Elder | 57,923 | 24,000 | — | 33,923 | 67,846 | | Beck | 48,269 | 20,000 | — | 28,269 | 56,538 | | Astley(3) | 101,365 | 42,000 | — | 59,365 | 118,730 | | Laures(3) | 71,132 | 29,473 | — | 41,659 | 83,318 |

  102. 2023 RSUs

    (1)Additional details regarding the NEOs’ 2023 LTI grants can be found in the Grants of Plan-Based Awards table on page 58 (2)Total shares reflect the time-based RSUs and PSAs assuming target performance. In an effort to manage the equity plan share pool, a $5.00 stock price grant value (and corresponding Monte Carlo value for market conditioned shares) was used to calculate shares. (3)Messrs. Astley and Laures separated before meeting the vesting requirements for the 2023 LTI grants, and therefore, all reflected 2023 PSAs and 2023 RSUs were forfeited.

  103. Vesting of Previous Grants

    Vesting of Previous Grants The 2021 PSAs vested based on a two-year performance goal tied to ROCE and a three-year performance goal tied to a relative TSR metric. In 2022, the plan metrics were changed to reinforce Management’s focus on earnings growth and to align with a metric more closely tied to managing the business. As such, Adj. EBITDA was included as a financial metric since it is viewed as an important factor for improving the Company’s financial performance in the near-to long-term. In addition, 2022 PSAs continued to include ROCE and Relative TSR in the plan. In 2023, Adj. EBITDA remained the primary performance metric given its importance to evaluating the company’s near- to long-term financial success. 2023 PSAs continued to include Relative TSR in the plan and introduced Senior Secured Net Leverage given the importance of achieving certain debt leverage milestones under the refinanced debt covenant. The chart below illustrates the overlapping performance cycles for 2021 PSAs, 2022 PSAs, and 2023 PSAs. PSAs that were granted in 2021 vested on December 31, 2023, following the conclusion of a two-year performance period ended December 31, 2022, and the Company’s cumulative three-year relative TSR for the performance cycle ending December 31, 2023. Based on below threshold performance for both ROCE and Relative TSR, no payout was earned for the 2021 PSAs. The following table illustrates the pre-determined performance goals, as well as the final results and payout level based on actual performance delivered during the performance period for the 2021 PSAs:

  104. Vesting of Previous Grants

    | 2021 Performance Awards | | | | | Two-Year Average ROCE Weighted 70% | Three-Year Relative TSR Weighted 30% | | Maximum | 8.4% | >75th | | Target | 6.0% | 50th | | Threshold | 4.0% | 25th | | Actual | 2.4% | 2nd | | Percent Achievement | 0% | 0% | | Financial Performance | 0% | |

  105. Vesting of Previous Grants

    | NEO Performance Shares Earned from 2021 Grant | | | | | NEO | Target Performance Shares | Payout (as a % of Target) (1) | Actual Shares Awarded (2) | | Fahnemann(3) | N/A | N/A | N/A | | Shettigar | 4,402 | —% | — | | Illetschko(3) | N/A | N/A | N/A | | Elder | 8,329 | —% | — | | Beck | 8,622 | —% | — | | Astley(4) | N/A | —% | N/A | | Laures(4) | N/A | —% | N/A |

  106. Vesting of Previous Grants

    (1)Reflects final payout of 0% based on below-threshold achievement for ROCE and Relative TSR. (2)Actual shares earned include dividends accrued during the performance period, as applicable, and represent the number of underlying PSAs earned, prior to the withholding of shares to satisfy taxes. (3)Messrs. Fahnemann and Illetschko did not join the Company until 2022 and 2023, respectively, and therefore did not receive a 2021 award. (4)Messrs. Astley and Laures separated employment prior to the three-year vesting date and therefore forfeited all 2021 PSAs. For more information regarding the 2021 PSAs, see pages 60-61 of our proxy statement filed on March 31, 2022. The 2022 PSAs vest on December 31, 2024, and are based on a two-year performance goal tied to Cumulative Adj. EBITDA and Average ROCE (weighted 50% and 25%, respectively), ending December 31, 2023, and three-year cumulative relative TSR (weighted 25%) for the 2022-2024 period and a three-year vesting requirement. The following table illustrates the pre-determined Adj. EBITDA and ROCE performance goals, as well as the results and the potential payout level based on actual performance delivered during the two-year performance period:

  107. Vesting of Previous Grants

    | 2022 Performance Goals | | | | | | Two-Year Cumulative Adj. EBITDA Weighted 50% | Two-Year Average ROCE Weighted 25% | Three-Year Relative TSR Weighted 25% | | Maximum | $439 | 5.7% | >75th | | Target | $314 | 4.1% | 50th | | Threshold | $188 | 2.5% | 25th | | Actual | $192 | 1.7% | TBD | | Percent Achievement | 21.1% | 0% | TBD |

  108. Executive Severance Guidelines

    Executive Severance Guidelines The Company has executive severance guidelines to serve as the basis for determining the severance benefits available to the CEO, EVPs, SVPs, and other VPs in the case of certain terminations of employment from the Company (other than for cause, resignation, death, or disability, each as defined in the executive severance guidelines). The severance guidelines do not apply in circumstances in which the CIC Agreements (as defined below) apply. The Compensation Committee retains the authority to modify or terminate severance arrangements, in its discretion, as circumstances may warrant. Additional details on severance guidelines and potential payments in the event of a termination of employment are discussed in the “Potential Payments upon Termination or Change in Control” section on page 65. On April 5, 2023, the Company announced the appointment Mr. Boris Illetschko as Senior Vice President, Chief Operating Officer and subsequent termination of employment for Messrs. Astley and Laures. The changes in executive leadership were not related to Glatfelter’s operations, financial reporting or controls, or personal conduct.

  109. Astley Separation

    Astley Separation On May 1, 2023, following termination from the Company, Mr. Astley entered into a Separation Agreement (as defined below) with the Company, which was generally consistent with the guidelines provided to long-standing executives. Under the terms of the Separation Agreement, the Company agreed to provide the following: a.) a cash payment in lieu of outplacement valued at $30,000 b.) severance to be paid over 12 months valued at $636,586 c.) subsidized medical benefits over the 12-month severance period estimated to be valued at approximately $15,421. Reimbursement consists of the difference between Active Employee rates versus Retiree/COBRA rates based on COBRA enrollment; however, reimbursement amount will vary depending on benefits plans selected during each plan year. e.) a cash payment for earned but unused vacation valued at $13,493 The provisions of Mr. Astley’s medical benefits and payment for unused vacation were generally consistent with the program provided to long-service employees of the Company. Mr. Astley was not eligible to receive an annual cash bonus for 2023 based on the terms of his Separation Agreement and he forfeited any unvested equity awards, consistent with the terms of the applicable award agreements. Mr. Astley’s non-qualified retirement benefits, including his frozen SERP benefits, commenced in 2023 in accordance to the terms of the NQDCP and after satisfying the six-month delay under Section 409A of the Code and/or any special elections. Mr. Astley must comply with covenants related to confidentiality, non-competition, and non-solicitation of employees and other service providers as a condition to receiving the severance payments described above.

  110. Change in Control Arrangements and Double Trigger Equity Grant Vesting

    Change in Control Arrangements and Double Trigger Equity Grant Vesting The Company has entered into Change in Control (“CIC") Agreements (the “CIC Agreements”) with each of the NEOs. The Compensation Committee believes these arrangements serve as an incentive for the NEOs to act in the interest of shareholders in the event of a CIC, without regard to personal risks related to their continued employment resulting from a CIC. Generally, the CIC Agreements provide for severance and other benefits to be paid to the NEOs upon a qualifying CIC. CIC Agreements entered into after 2011 do not include a tax gross-up provision for excise taxes imposed under the Code. Therefore, the CIC Agreements for Messrs. Fahnemann, Shettigar, Illetschko, Astley, and Laures and Ms. Beck do not have any tax gross-up provisions. Mr. Elder entered into his CIC Agreement before 2011; he is the only remaining currently-employed NEO whose CIC Agreement contains a tax gross-up provision. The Company’s equity grant agreements include “double trigger” provisions that accelerate vesting in the event of a CIC if the executive is terminated without “cause” or resigns with “good reason” (each as defined in the applicable CIC Agreement). The Compensation Committee believes that the double trigger provision will ensure continuity of Management during mergers and acquisitions and assist with retaining key executives, ultimately benefiting shareholders. Additional details on the CIC Agreements and potential payments in the event of a CIC are discussed in the “Potential Payments upon Termination or Change in Control” section on page 65.

  111. Holding Requirement

    Holding Requirement Until the executive share ownership guideline level is attained, senior executives must retain 50% of net profit shares realized at (i) exercise of SOSARs; (ii) payment of PSAs; and (iii) vesting of RSUs. The Compensation Committee reviews senior executives’ progress toward satisfying the requirements annually.

  112. Clawback Policy

    Clawback Policy The Company maintains a discretionary clawback policy that was adopted by the Board. Under the discretionary clawback policy, the Compensation Committee has the authority to recover or “claw back” incentive-based compensation when the basis for recouping incentive-based compensation is triggered by a material financial restatement. Incentive-based compensation includes cash bonuses and time-based and performance-based equity awards (such as RSUs, PSAs, and SOSARs). The Compensation Committee may recoup incentive-based compensation that is paid within three years prior to a restatement and in excess of the amount the executive officer or key manager would have otherwise received without the material noncompliance. Recoupment is applicable to an executive officer or key manager who is directly accountable for the cause of the restatement and could also apply to any executive officer or key manager who is in an upward reporting hierarchy to the responsible individual. In addition, recoupment could be made for compensation paid in a fiscal year in which an executive officer or key manager engages in intentional misconduct in performing his or her duties. In October 2022, the SEC adopted the New Exchange Act Rule 10D-1, which requires national securities exchanges, including the NYSE, to establish listing standards relating to executive officer incentive compensation clawback and disclosure rules. In compliance with the new rule, the Board adopted the SEC’s mandatory clawback policy (“Dodd Frank Clawback Policy”) and included it as an exhibit to the 2023 Form 10-K. All Section 16 Officers are subject to the Dodd Frank Clawback Policy where any accounting restatement from material noncompliance will trigger mandatory recoupment of certain incentive compensation granted, earned or vested, based on attainment of a “Financial Reporting Measure.” The Company also revised its existing discretionary clawback policy to indicate that it operates in addition to the newly mandated Dodd-Frank Clawback policy.

  113. Tax Deductibility under Internal Revenue Code Section 162(m)

    | Name and Principal Position in 2023 | Year | Salary (1) | Bonus | Stock Awards (2) | Non-Equity Incentive Plan Compensation (3) | Change in Pension Value and NQDCP Earnings (4) | All Other Compensation (5) | Total | | Thomas M. Fahnemann | 2023 | $1,050,000 | $— | $2,153,742 | $210,000 | $— | $82,177 | $3,495,919 | | President & Chief Executive Officer | 2022 | $372,827 | $250,000 | $1,750,800 | $— | $— | $26,949 | $2,400,576 | | Ramesh Shettigar | 2023 | $447,916 | $— | $358,955 | $54,000 | $— | $36,358 | $897,230 | | Senior Vice President, Chief Financial Officer and Treasurer | 2022 | $392,737 | $— | $449,984 | $— | $— | $41,244 | $883,966 | | Boris Illetschko(6) | 2023 | $191,516 | $— | $353,886 | $24,897 | $— | $59,489 | $629,787 | | Senior Vice President & Chief Operating Officer | | | | | | | | | | David C. Elder | 2023 | $346,951 | $— | $215,374 | $34,800 | $58,000 | $29,473 | $684,598 | | Vice President, Strategic Initiatives, Business Optimization & Chief Accounting Officer | 2022 | $334,596 | $— | $499,993 | $— | $4,000 | $38,229 | $876,818 | | | 2021 | | | | | | | | | Eileen L. Beck | 2023 | $367,031 | $— | $179,478 | $37,000 | $— | $28,410 | $611,918 | | Senior Vice President, Global Human Resources & Administration | | | | | | | | | | | 2021 | $323,847 | $— | $234,990 | $128,394 | $— | $88,158 | $775,389 | | Christopher W. Astley | 2023 | $122,787 | $— | $376,904 | $— | $1,000 | $707,619 | $1,208,309 | | Former Senior Vice President & Chief Commercial Officer | 2022 | $502,626 | $— | $924,984 | $— | $— | $58,188 | $1,485,798 | | | 2021 | $452,857 | $— | $430,001 | $197,573 | $1,000 | $221,508 | $1,302,939 | | Wolfgang Laures(7) | 2023 | $331,465 | $— | $264,490 | $— | $— | $103,696 | $699,650 | | Former Senior Vice President, Integrated Global Supply Chain & Information Technology | 2022 | $467,136 | $— | $653,995 | $— | $— | $89,168 | $1,210,299 | | | 2021 | $457,117 | $— | $312,467 | $206,490 | $— | $84,039 | $1,060,113 |

  114. Tax Deductibility under Internal Revenue Code Section 162(m)

    | Outstanding Equity Awards | | | | | | | Name(a) | Award | Grant Date | Unvested RSUs | Unearned PSAs | Vesting Date | | Fahnemann | RSU | 8/24/2022 | 240,000 | | 50% 8/24/24; 50% 8/24/25 | | | RSU | 2/24/2023 | 240,000 | | 33.33% 2/24/24; 33.33% 2/24/25; 33.34% 2/24/26 | | | PSA | 8/24/2022 | | 360,000 | 8/24/2025 | | | PSA | 2/24/2023 | | 339,230 | 12/31/2025 | | | | | 480,000 | 699,230 | | | Shettigar | RSU | 2/17/2021 | 3,202 | | 2/17/2024 | | | RSU | 2/18/2022 | 3,438 | | 33.33% 2/18/23; 33.33% 2/18/24; 33.34% 2/18/25 | | | RSU | 5/12/2022 | 9,500 | | 33.33% 5/12/23; 33.33% 5/12/24; 33.34% 5/12/25 | | | RSU | 2/24/2023 | 40,000 | | 33.33% 2/24/24; 33.33% 2/24/25; 33.34% 2/24/26 | | | PSA | 2/18/2022 | | 7,286 | 12/31/2024 | | | PSA | 5/12/2022 | | 22,157 | 12/31/2024 | | | PSA | 2/24/2023 | | 56,538 | 12/31/2025 | | | | | 56,140 | 85,981 | | | Illetschko | RSU | 8/1/2023 | 39,682 | | 33.33% 8/1/24; 33.33% 8/1/2025; 33.34% 8/1/26 | | | PSA | 8/1/2023 | | 56,089 | 12/31/2025 | | | | | 39,682 | 56,089 | | | Elder | RSU | 2/17/2021 | 6,059 | | 2/17/2024 | | | RSU | 2/18/2022 | 4,911 | | 33.33% 2/18/23; 33.33% 2/18/24; 33.34% 2/18/25 | | | RSU | 5/12/2022 | 8,636 | | 33.33% 5/12/23; 33.33% 5/12/24; 33.34% 5/12/25 | | | RSU | 2/24/2023 | 24,000 | | 33.33% 2/24/24; 33.33% 2/24/25; 33.34% 2/24/26 | | | PSA | 2/18/2022 | | 10,409 | 12/31/2024 | | | PSA | 5/12/2022 | | 20,144 | 12/31/2024 | | | PSA | 2/24/2023 | | 33,923 | 12/31/2025 | | | | | 43,606 | 64,476 | | | Beck | RSU | 2/17/2021 | 6,273 | | 2/17/2024 | | | RSU | 2/18/2022 | 4,911 | | 33.33% 2/18/23; 33.33% 2/18/24; 33.34% 2/18/25 | | | RSU | 2/24/2023 | 20,000 | | 33.33% 2/24/24; 33.33% 2/24/25; 33.34% 2/24/26 | | | PSA | 2/18/2022 | | 10,409 | 12/31/2024 | | | PSA | 2/24/2023 | | 28,269 | 12/31/2025 | | | | | 31,184 | 38,678 | |

  115. Non-Qualified Deferred Compensation Plan

    Non-Qualified Deferred Compensation Plan The Company maintains the NQDCP, which coordinates with the 401(k) plan whereby participants will receive a Company contribution of up to 7% on earnings in excess of the annual Code earnings limit. In addition, executives may elect to defer compensation under the NQDCP. Accounts in the NQDCP attributable to Company contributions and participant deferrals are credited with earnings based on the investment return of funds in which such participant accounts are invested on a notional basis. The NQDCP only applies to U.S. employees, so Messrs. Illetschko and Laures were not participants in the NQDCP. Given the hybrid nature of the NQDCP, the frozen SERP balances in the NQDCP are considered a defined benefit plan on the Company’s financial statements and are reflected in the Pension Benefits Table below, and the Company contribution and participant deferral portions of the NQDCP are considered a defined contribution plan and reflected in the “Non-Qualified Deferred Compensation” table below.

  116. PENSION BENEFITS

    PENSION BENEFITS The following table, including footnotes, sets forth information concerning pension benefits (frozen SERP balances) during fiscal year 2023.

  117. PENSION BENEFITS

    | Name | Age | Plan Name | Number of Years Credited Service (#)(1) | Present Value of Accumulated Benefit ($) (2)(3) | | Payments During Last Fiscal Year ($) | | | Ramesh Shettigar | 48 | Frozen SERP - Restoration Pension | 5 | | 1,000 | | — | | David C. Elder | 55 | Frozen SERP - Restoration Pension | 14 | | 442,000 | | — | | Eileen L. Beck | 61 | Frozen SERP - Restoration Pension | 8 | | 5,000 | | — | | Christopher W. Astley | 50 | Frozen SERP - Restoration Pension | 9 | | 36,000 | | 1,563 |

  118. PENSION BENEFITS

    (1)Years of Credited Service is based on the date that the SERP was frozen (i.e., December 31, 2019). Accordingly, there is a difference between the number of years of service that were credited to each NEO for purposes of calculating the frozen SERP benefit and each NEO’s actual years of service with the Company. The NEOs’ actual years of service with the Company as of December 31, 2023 were as follows: Mr. Shettigar 9 years; Mr. Elder 17 years; Ms. Beck 12 years; and Mr. Astley 13 years. (2)The SERP was frozen as of December 31, 2019 and all NEOs are vested in the benefit, but no longer accrue service. Although the frozen SERP balances were incorporated into the new NQDCP, they are accounted for as a separate defined benefit plan and disclosed accordingly. (3)For Messrs. Shettigar, Elder, and Astley and Ms. Beck, the Present Value of Accumulated Benefits is based on the present value of the frozen SERP balances in the NQDCP as of December 31, 2023, as shown in the table below. The present value of accumulated benefits is based on actuarially determined assumptions including: (i) discount rate of 5.41% (SERP II for U.S. GAAP Accounting); (ii) Moody’s Aa average for November 2023 interest crediting rate of 5.67%; and (iii) assumed retirement age. The frozen SERP balances in the NQDCP as of December 31, 2023, including interest credited for the 2023 fiscal year (at the annual rate of 5.23%) are set forth in the below table:

  119. PENSION BENEFITS

    | Name | Frozen SERP Balance as of 12/31/2022 | | Interest Credited for 2023 | | Frozen SERP Balance as of 12/31/2023 | | | Ramesh Shettigar | | 1,191 | | 62 | | 1,253 | | David C. Elder | | 393,607 | | 20,473 | | 414,080 | | Eileen L. Beck | | 4,571 | | 236 | | 4,807 | | Christopher W. Astley | | 37,663 | | 656 | | 38,319 |

  120. NON-QUALIFIED DEFERRED COMPENSATION

    NON-QUALIFIED DEFERRED COMPENSATION The following table, including footnotes, sets forth information concerning non-qualified deferred compensation benefits (Company contributions and participant deferrals under the NQDCP) during 2023.

  121. NON-QUALIFIED DEFERRED COMPENSATION

    | Name | Executive Contributions in 2023(1) | | Registrant Contributions in 2023(1) | | Aggregate Earnings in 2023(2) | | Aggregate Withdrawals/Distributions(3) | | Aggregate Balance at Last FYE(4) | | | Thomas M. Fahnemann | | — | | 50,400 | | 5,004 | | — | | 58,554 | | Ramesh Shettigar | | — | | 8,255 | | 5,679 | | — | | 46,280 | | David C. Elder | | — | | 1,187 | | 4,938 | | — | | 40,627 | | Eileen L. Beck | | — | | 2,593 | | 10,399 | | — | | 69,852 | | Christopher W. Astley | | — | | — | | 7,688 | | 110,566 | | — |

  122. NON-QUALIFIED DEFERRED COMPENSATION

    (1)For Messrs. Fahnemann, Shettigar, Elder, and Astley and Ms. Beck, these amounts reflect the Company contributions to the NQDCP for 2023 and the participants’ elective deferrals into the NQDCP in 2023. Mr. Astley elected to defer 5% of his 2023 STI bonus; however, no STI bonus was earned due to his separation in April 2023. No other NEOs made elective deferrals in 2023. The amounts shown as Registrant Contributions in 2023 are also reported as compensation to the NEOs in the All Other Compensation column in the Summary Compensation Table as follows: Fahnemann $50,400; Shettigar $8,255; Elder $1,187; Beck $2,593; and Astley $0. The amounts represented as Registrant Contributions in 2023 do not reflect the frozen SERP balances in the NQDCP, which are reflected in the above Pension Benefits Table and supplemental table under “Pension Benefits” as described on page 63. (2)Represents aggregate gains and losses on all accounts attributable to Company contributions and participant deferrals to the NQDCP, based on the investment return of funds in which such participant accounts were invested on a notional basis. Interest on the frozen SERP balances is not included in the foregoing table, and, instead, is described on page 63 under “Pension Benefits.” (3)Reflects any distributions that occurred in 2023. Mr. Astley received distributions for the following NQDCP accounts after satisfying his six-month delay under Section 409A of the Code: 2020 Bonus Account, $15,182; 2020 Supplemental Company Contributions Account, $26,824; 2021 Bonus Account, $9,022; 2021 Supplemental Company Contributions Account, $29,018; and 2022 Supplemental Company Contributions Account, $30,520. Mr. Astley’s Restoration Pension distribution is described on page 63 under “Pension Benefits.” (4)Amounts listed reflect the cumulative aggregate balance in all accounts under the NQDCP as of December 31, 2023. The amounts represented in Aggregate Balance at Last FYE do not reflect the frozen SERP balances in the NQDCP, which are reflected in the above Pension Benefits Table and supplemental table under “Pension Benefits” as described on page 63. The amounts represent the aggregate executive contributions and registrant contributions to the NQDCP that were reported in the Summary Compensation Table for fiscal year 2023 and applicable previous fiscal years, commencing with fiscal year 2020. Potential Payments upon Termination or Change in Control

  123. NON-QUALIFIED DEFERRED COMPENSATION

    | EXECUTIVE TERMINATION GUIDELINES |

  124. NON-QUALIFIED DEFERRED COMPENSATION

    Payments made to a NEO upon involuntary termination by the Company without cause are made in accordance with the Company’s executive termination guidelines or employment agreement (if applicable). The executive termination guidelines do not apply if the NEO is eligible to receive payments under a CIC Agreement upon a termination of employment.

  125. NON-QUALIFIED DEFERRED COMPENSATION

    | CHANGE IN CONTROL AGREEMENTS AND DOUBLE TRIGGER EQUITY VESTING |

  126. NON-QUALIFIED DEFERRED COMPENSATION

    The Company has entered into a CIC Agreement with each NEO as described in the CD&A. Under these agreements, each NEO’s employment with the Company will continue for two years from the date of a change in control (as defined below) or each NEO will become entitled to severance payments and benefits upon termination under certain conditions within such two-year period. During such period, the NEO will continue in a position at least equal to the position held prior to the change in control and will receive compensation and benefits from the Company at least equal to those paid prior to the change in control. Change in Control: Under the CIC Agreements, change in control means: •the acquisition of direct or indirect beneficial ownership of 20% or more of the combined voting power of the Company’s outstanding voting securities by any person, entity, or group, excluding the Company, its subsidiaries, any employee benefit plan of the Company or its subsidiaries; and any purchaser or group of purchasers who are descendants of, or entities controlled by descendants of, the Company; or •in any 12-month period, the ceasing of individuals who constitute the Board to constitute at least a majority of the Board, other than any person becoming a director whose election was approved by at least a majority of incumbent directors, excluding any such person whose initial election occurs as a result of an actual or threatened election contest; or •the consummation of (i) a reorganization, merger, or consolidation in which shareholders of the Company immediately prior to such event do not, immediately thereafter, beneficially own more than 50% of the combined voting power of the reorganized, merged, or consolidated company’s then outstanding voting securities; or (ii) a liquidation or dissolution of the Company, or the sale of all or substantially all of the assets of the Company to a third party. Tax Gross-Up Payments: CIC Agreements in effect before 2011 (including Mr. Elder’s CIC Agreement) provide that, if any payment is subject to excise tax under the Code, an additional gross-up payment will be made to the executive. The gross-up payment will effectively place the executive in the same net position as without the excise tax. No changes have been made to Mr. Elder’s CIC agreement since 2011. Beginning in 2011, the provision for excise tax gross-ups was eliminated from CIC Agreements entered into thereafter. As such, the CIC Agreements of Messrs. Fahnemann, Shettigar, and Illetschko and Ms. Beck do not contain a tax gross-up provision, and Messrs. Astley’s and Laures’ CIC Agreements terminated upon their termination of employment in April 2023. “Double Trigger” Provisions: Under equity grant agreements, a double trigger provision accelerates vesting in the event of a change in control if the executive is terminated without cause or resigns with good reason (as those terms are defined in the CIC Agreements). The following table describes how each element of the NEO’s post-employment compensation would be treated in the event of termination, with and without a change in control:

  127. NON-QUALIFIED DEFERRED COMPENSATION

    | Type of Post-Employment Compensation/Treatment upon Termination | Termination without Cause by the Company or for Good Reason by the NEO following a Change in Control | Termination Not in Connection with a Change in Control | | Cash Severance | The NEO (excluding CEO and COO) receives a severance payment in an amount equal to: ◦two times the NEO’s annual base salary (at the highest rate achieved before the date of termination), plus ◦the NEO’s annual bonus, defined as the greater of the NEO’s three-year average bonus or the NEO’s target bonus. The CEO and COO receive a severance payment in an amount equal to: ◦two times the NEO’s annual base salary (at the highest rate achieved before the date of termination), plus ◦target bonus. | The Compensation Committee may authorize severance benefits if determined to be appropriate. In the past, the Company has agreed to provide severance benefits to departing executive officers in exchange for definitive termination agreements. In the event of termination by the Company without cause, the executive termination guidelines provide for cash severance amounts equal to one month’s pay (including base salary plus 1/12 of a bonus) per year of service up to the following maximums (the severance period), depending on an executive’s level (excluding CEO and COO): ◦Executive VPs and SVPs: 18 months ◦VPs: 12 months The CEO and COO receive a severance payment in an amount equal to 12 months base salary (regardless of service) and target bonus. Under the terms of Mr. Illetschko’s (COO) employment agreement, he has a 6 month notice period to the end of the month. | | Health & Welfare Benefits | For a period of two years after the date of termination, the Company continues to provide group medical, prescription, dental, disability, salary continuance, group life, accidental death and dismemberment, and travel accident insurance benefits at levels substantially equal to those that would have been provided if the NEO’s employment had not been terminated. Outplacement assistance will be offered. | In the event of termination by the Company without cause, the executive termination guidelines provide for continuation of health benefits through the length of the severance period, Employee Assistance Program support, and payment of any accrued unused vacation. Outplacement assistance will be offered. | | STI Compensation under the MIP | The NEO (excluding CEO and COO) receives a pro-rated bonus payment, based on the greater of the NEO’s three-year average bonus or the NEO’s target bonus. The CEO and COO will receive a pro-rated bonus based on target performance in the year of termination consistent with program terms and conditions. | The Compensation Committee may authorize a pro-rata bonus payment if determined to be appropriate in order to enter into a definitive termination agreement. The CEO is not eligible to receive a pro-rata bonus payment. Under the terms of his employment agreement, Mr. Illetschko (COO) will receive a pro-rata bonus based on Company performance in year of termination. In the case of termination due to death, disability, or retirement, the NEO receives a pro-rated award based on performance. |

  128. NON-QUALIFIED DEFERRED COMPENSATION

    | Type of Post-Employment Compensation/Treatment upon Termination | Termination without Cause by the Company or for Good Reason by the NEO following a Change in Control | Termination Not in Connection with a Change in Control | | Long-Term Incentives | A “double trigger” provision applies, under which RSUs, SOSARs, and PSAs will accelerate vesting upon involuntary termination or good reason termination upon or following a change in control. PSAs will generally be deemed to have been earned at the greater of target or actual performance through the change in control. In the event of a change in control in which the Company’s stock is no longer the stock of the surviving entity, the Company will cause the surviving entity to issue replacement RSUs and PSAs. For awards issued prior to August 2022, a value restoration payment with respect to any vested replacement SOSARs, RSUs, or PSAs will be paid based on the difference between the fair market value of the surviving entity’s common stock on the date of the change in control and, if less, the fair market value of the surviving entity’s common stock on the vesting date (which will include the date of the NEO’s involuntary separation from service other than for Cause, or voluntary separation from service for Good Reason). Any value restoration payment will include interest (at the prime rate of interest of the Company’s principal bank in effect on the vesting date for the period between the date of the change in control and the vesting date) and will be paid in cash within 30 days after the vesting date. Beginning in August 2022 and applicable for future awards, no value restoration payment will be made for replacement awards. | RSUs: If the NEO ceases employment other than upon death, disability, or retirement, unvested RSUs are forfeited. If the NEO is terminated for cause, outstanding RSUs, vested or unvested, are forfeited. Upon death or disability, vesting of RSUs is accelerated, and upon retirement, unvested RSUs are pro-rated. SOSARs: If the NEO ceases employment other than upon death, disability, retirement, or termination for cause, then, for a period of 90 days following such termination, the NEO may exercise any vested SOSARs. Unvested SOSARs are forfeited. If the NEO is terminated for cause, outstanding SOSARs, vested or unvested, are forfeited. Upon retirement, there is pro-rated vesting of SOSARs, and the SOSARs are exercisable for a period of 3 years or if shorter, until the end of the term. In the case of death or disability, all unvested SOSARs will accelerate and become fully vested and exercisable for three years from the date of such death or disability, or if shorter, until the end of the term. PSAs: If the NEO ceases employment, other than upon death, disability, or retirement, unvested PSAs are forfeited. Upon death, disability, or retirement, the NEO is entitled to receive a pro-rated award based on performance after the end of the performance period. | | 401(k) | In the event that the NEO’s vesting service is insufficient to have earned a vested interest in matching contributions under the Company’s 401(k) plan, the Company will pay to the NEO an amount equal to the NEO’s unvested matching contribution account under the 401(k) plan. | If a NEO leaves the Company before full vesting in the employer-matching contributions under the 401(k) plan, then the non-vested portion is forfeited, except upon attainment of age 65 or death, which would accelerate vesting. Employee deferrals and rollover contributions are always vested. |

  129. NON-QUALIFIED DEFERRED COMPENSATION

    The above description of the benefits upon termination or a change in control for each of our NEOs is only a general description of their existing arrangements as of December 31, 2023. For a description of any specific arrangements negotiated or to be implemented in connection with the Proposed Transaction, once available, please see the registration statement on Form S-4, to be filed by Glatfelter, that will contain a proxy statement/prospectus relating to the Proposed Transaction.

  130. QUANTIFICATION OF PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    QUANTIFICATION OF PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The following table, including the footnotes that follow, describes the potential payments to the NEOs (except with respect to Messrs. Astley and Laures) upon termination of employment or due to a change in control of the Company as if such termination or change in control occurred on December 31, 2023. As discussed above, Messrs. Astley’s and Laures’ employment with the Company terminated on April 5, 2023 and August 31, 2023, respectively. Accordingly, information regarding the amount of compensation actually received by Messrs. Astley and Laures in connection with their respective separations is set forth in narrative disclosure following the table.

  131. QUANTIFICATION OF PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Name | Death or Disability | Retirement | Involuntary Termination Without Cause | Termination Following CIC | | Thomas M. Fahnemann | | | | | | Severance Payments (1) | N/A | N/A | $2,100,000 | $5,250,000 | | RSUs (2) | $931,200 | $506,864 | $0 | $931,200 | | PSAs (2),(3) | $315,077 | $315,077 | $0 | $1,356,506 | | Health & Welfare Benefits (4) | N/A | N/A | $32,677 | $65,354 | | Outplacement Assistance | N/A | N/A | $40,000 | $40,000 | | 401(k) / NQDCP (5) | N/A | N/A | N/A | $104,508 | | Total | $1,246,277 | $821,941 | $2,172,677 | $7,747,568 | | Ramesh Shettigar | | | | | | Severance Payments (1) | N/A | N/A | $401,394 | $1,710,000 | | RSUs (2) | $108,909 | $64,430 | $0 | $108,909 | | PSAs (2),(3) | $74,643 | $74,643 | $0 | $166,805 | | Health & Welfare Benefits (4) | N/A | N/A | $17,596 | $64,994 | | Outplacement Assistance | N/A | N/A | $30,000 | $30,000 | | 401(k) / NQDCP (5) | N/A | N/A | N/A | $0 | | Total | $183,552 | $139,073 | $448,990 | $2,080,708 | | Boris Illetschko | | | | | | Severance Payments (1) | N/A | N/A | $764,363 | $1,829,838 | | RSUs (2) | $76,983 | $19,591 | $0 | $76,983 | | PSAs (2),(3) | $36,271 | $36,271 | $0 | $108,813 | | Health & Welfare Benefits (4) | N/A | N/A | $0 | $6,552 | | Outplacement Assistance | N/A | N/A | $30,000 | $30,000 | | 401(k) / NQDCP (5) | N/A | N/A | N/A | $0 | | Total | $113,254 | $55,862 | $794,363 | $2,052,185 | | David C. Elder | | | | | | Severance Payments (1) | N/A | N/A | $447,634 | $1,218,000 | | RSUs (2) | $84,593 | $54,527 | $0 | $84,593 | | PSAs (2),(3) | $61,459 | $61,459 | $0 | $125,103 | | Health & Welfare Benefits (4) | N/A | N/A | $24,006 | $64,994 | | Outplacement Assistance | N/A | N/A | $15,000 | $15,000 | | 401(k) / NQDCP (5) | N/A | N/A | N/A | $0 | | Excise Tax Gross-Up | N/A | N/A | N/A | $0 | | Total | $146,052 | $115,986 | $683,156 | $1,507,690 | | Eileen L. Beck | | | | | | Severance Payments (1) | N/A | N/A | $440,033 | $1,295,000 | | RSUs (2) | $60,499 | $39,420 | $0 | $60,499 | | PSAs (2),(3) | $31,743 | $31,743 | $0 | $75,035 | | Health & Welfare Benefits (4) | N/A | N/A | $14,213 | $39,486 | | Outplacement Assistance | N/A | N/A | $30,000 | $30,000 | | 401(k) / NQDCP (5) | N/A | N/A | N/A | $0 | | Total | $92,242 | $71,163 | $484,246 | $1,500,020 |

  132. QUANTIFICATION OF PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    (1)In the event of an involuntary termination without cause, cash severance is equal to 12 months' base salary and target bonus for the CEO and COO. For other U.S.-based NEOs, cash severance amounts equal to one month’s pay (including base salary plus 1/12 of a notional bonus) per year of service up to 18 months for SVPs and 12 months for VPs. The notional bonus is calculated as the lesser of (i) the target bonus for the terminated executive in the year of termination or (ii) the average of annual bonuses paid to the terminated executive with respect to the three fiscal years preceding the year of termination. As Mr. Illetschko is employed in Switzerland, his separation benefits will be governed by his employment contract which provides for a 6 month notice period to the end of the month. Mr. Illetschko’s employment agreement also provides cash severance equal to 12 months' base salary and target bonus and a pro-rated bonus in year of termination. (2)The values above represent awards for which vesting fully or partially accelerates upon termination as a result of death, disability, or retirement, as applicable. The values are calculated (a) based on the closing price of $1.94 of the Company’s common stock on December 29, 2023, and (b) as if death, disability, or retirement had occurred on December 31, 2023. For change in control, the value assumes vesting (as determined under applicable award agreements) and exercise on December 31, 2023. Upon an involuntary termination without cause, unvested RSUs and PSAs are forfeited. (3)Assumes achievement of a target performance level at the end of the performance period. (4)Based on current type of coverage and premium levels. (5)Represents the (1) Unvested Company Contributions, including any matching contribution, if applicable under the 401(k) Plan, and (2) Unvested account balance under the Deferred Compensation plan, both valued as of the Date of Termination.

  133. Payments upon Termination of Employment

    Payments upon Termination of Employment Mr. Astley’s employment with the Company terminated effective as of April 5, 2023. In connection with his termination, Mr. Astley received the following: a.) $636,586 in severance, which represents 12 months of base salary and bonus which will be paid in installments over the 12-month period following the separation date and following a six-month delay for specified employees. b.) Reimbursement for retiree medical/COBRA premiums for continued medical, prescription drug, and dental coverage for the 12-month period following the separation date and following a six-month delay for specified employees. Reimbursement will consist of the difference between Active Employee rates versus Retiree/COBRA rates (estimated to be approximately $15,421 during the severance period based on current enrollment; however, reimbursement amount will vary depending on benefits plans selected). c.) $30,000 cash payment in lieu of outplacement. Per our policy, Mr. Astley was paid $13,493 in earned but unused vacation. All outstanding equity grants that had vested as of Mr. Astley’s separation date will be payable or exercisable, as applicable, in accordance with the terms of the applicable long-term incentive plan and the applicable grant agreements. Mr. Astley’s non-qualified retirement benefits, including his frozen SERP benefits, were paid in 2023 in accordance to the terms of the NQDCP and after satisfying the six-month delay under Section 409A of the Code and/or any special elections. Mr. Astley must comply with covenants related to confidentiality, non-competition, and non-solicitation of employees and other service providers as a condition to receiving the severance payments described above.

  134. Payments upon Termination of Employment

    Payments upon Termination of Employment Mr. Laures was notified of his termination with the Company on April 5, 2023 (“Notice Date”) and was terminated on August 31, 2023 after satisfying the legal notice period as outlined in his employment agreement. Mr. Laures was released from his duty to work on his Notice Date and continued to receive full pay totaling approximately 186,000 CHF for the duration of his notice period running from April through August 2023. Upon his termination from the Company on August 31, 2023, Mr. Laures received the following: a.) 30,000 CHF cash payment in lieu of outplacement. b.) up to $15,000 USD gross per year reimbursement for tax assistance for fiscal years 2022 and 2023. The changes in executive leadership were not related to Glatfelter’s operations, financial reporting or controls, or personal conduct. Pay Versus Performance The following information is presented to disclose the relationship between Compensation Actually Paid (“CAP”), as calculated under applicable SEC rules, and the financial performance of the Company. As required by SEC rules, the table presented below discloses CAP for (i) the Company’s principal executive officer(s) (“PEO(s)”) and (ii) the Company’s NEOs other than the PEO (the “non-PEO NEOs”), on an average basis, for the fiscal years 2023, 2022, 2021, and 2020. The methodology for calculating amounts presented in the columns “CAP to PEO (Current),” “CAP to PEO (Former),” and “Average CAP to Non-PEO NEOs,” including details regarding the amounts that were deducted from, and added to, the Summary Compensation Table (“SCT”) totals to arrive at the values presented for CAP, are provided in the footnotes to the table. A narrative discussion of the relationship between CAP and the Company performance measures (i) listed in the table and (ii) that the Company has deemed most important in linking CAP during 2023 to Company performance is also presented below. Consistent with SEC rules, Glatfelter has identified Adj. EBITDA(4) as its “Company-Selected Measure.” Glatfelter believes that this measure represents the most important financial performance measure used to link CAP to Company performance. Adj. EBITDA is a key component of Glatfelter’s compensation program, as described in the Compensation Discussion and Analysis (“CD&A”) beginning on page 35. Compensation decisions at Glatfelter are made independently of the Pay versus Performance (“PvP”) disclosure requirements and this disclosure is intended to be supplemental to the compensation program objectives and strategy discussed in the CD&A, not in replacement. For information related to how the Compensation Committee assessed Glatfelter’s performance and established compensation for the NEOs, see “Compensation Discussion and Analysis” in this proxy statement and in proxy statements for 2022, 2021, and 2020.

  135. PAY VERSUS PERFORMANCE TABLE

    PAY VERSUS PERFORMANCE TABLE In accordance with applicable SEC rules, the following table sets forth information concerning SCT Total Compensation and CAP for the Company’s PEO(s) and non-PEO NEOs for fiscal years 2023, 2022, 2021, and 2020 and the corresponding financial performance in each year.

  136. PAY VERSUS PERFORMANCE TABLE

    | Year | Current PEO | | Former PEO | | Non-PEO NEOs | | Value of Initial Fixed $100 Investment Based on: | | Net Income (millions) | Adj. EBITDA(4) (millions) | | | SCT Total For PEO (Current)(1) | CAP to PEO (Current)(1)(5) | SCT Total For PEO (Former)(1) | CAP to PEO (Former)(1)(5) | Average SCT Total for Non-PEO NEOs(2) | Average CAP to Non-PEO NEOs(2)(5) | Total Shareholder Return | Peer Group(3) Total Shareholder Return | | | | 2023(6) | $3,495,919 | $1,946,589 | N/A | N/A | $788,582 | $525,945 | $12 | $164 | $(79.3) | $92.6 | | 2022(7) | $2,400,576 | $1,457,376 | $9,007,845 | $2,436,271 | $1,153,086 | $(45,485) | $17 | $136 | $(194.2) | $98.9 | | 2021(8) | N/A | N/A | $4,611,728 | $3,681,582 | $1,070,643 | $963,460 | $102 | $145 | $6.9 | $119.6 | | 2020(9) | N/A | N/A | $4,561,385 | $4,003,894 | $1,189,843 | $1,128,941 | $94 | $123 | $21.3 | $125.3 |

  137. PAY VERSUS PERFORMANCE TABLE

    1.) As a result of a PEO transition that occurred in 2022, two PEO’s are reported in the table. In fiscal years 2020 and 2021, Dante Parrini was the PEO (listed as “Former PEO”). On August 24, 2022, Mr. Parrini ceased to serve as PEO and Thomas Fahnemann was appointed PEO (listed as “Current PEO”). Mr. Fahnemann is reported as PEO in 2023. 2.) The non-PEO NEOs reported in fiscal years 2020 and 2021 are Samuel Hillard, Christopher Astley, Wolfgang Laures, and Eileen Beck. The non-PEO NEOs reported in fiscal year 2022 are Ramesh Shettigar, Samuel Hillard, Christopher Astley, Wolfgang Laures, and David Elder. The non-PEO NEOs reported in fiscal year 2023 are Ramesh Shettigar, Boris Illetschko, David Elder, Eileen Beck, Christopher Astley, and Wolfgang Laures. 3.) Amounts reported in this column represent returns on an initial $100 investment in the S&P Small Cap 600 Materials Index, which was utilized as the Company’s peer group for purposes of calculating peer group total shareholder return included in this table pursuant to Item 201(e) of Regulation S-K. 4.) Adj. EBITDA is a non-GAAP measure that is reconciled to the nearest GAAP measure on page 21 of our 2023 Form 10-K filed on February 28, 2024. 5.) CAP, as required under SEC rules, reflects adjustments to the value of unvested and vested equity awards during the years shown in the table based on year-end stock prices, various accounting valuation assumptions, and projected performance modifiers but does not reflect actual amounts paid out for those awards. CAP generally fluctuates due to stock price achievement and varying levels of projected and actual achievement of performance goals. Valuations calculated on such dates are determined in accordance with the Company’s methodology used for financial reporting purposes. Equity awards issued by the Company during the covered periods are subject to certain market conditions and have been valued using a Monte Carlo simulation where applicable. 6.) The following table sets forth the amounts deducted from and added to SCT total compensation pursuant to Item 401(v) of Regulation S-K to determine CAP for the Current PEO and non-PEO NEOs in 2023:

  138. PAY VERSUS PERFORMANCE TABLE

    | | 2023 | Current PEO(1) | Avg. Non-PEO NEOs(2) | | | SCT Total Compensation | $3,495,919 | $788,582 | | ‘- | Aggregate Change in Pension Value Reported in SCT | $0 | $(9,833) | | ‘- | Amounts reported in SCT for Stock Awards | $(2,153,742) | $(291,514) | | ‘+ | Value of Service Cost Attributable to Executive under Pension(i) | $0 | $0 | | ‘+ | Value of Awards Granted in Covered Year, Outstanding and Unvested at Year- End | $878,012 | $75,412 | | ‘+ | Dividends Paid on Unvested Awards | $0 | $0 | | ‘+/- | Change in Value of Awards Granted in Any Prior Year, Outstanding and Unvested at Year End | $(273,600) | $(10,098) | | ‘+/- | Change in Value of Awards Granted in Any Prior Year, Vested During the Year | $0 | $6,566 | | ‘- | Value of Awards Forfeited in Covered Year | $0 | $(33,171) | | ‘= | CAP | $1,946,589 | $525,945 |

  139. PAY VERSUS PERFORMANCE TABLE

    i.) Glatfelter’s qualified pension plan was terminated in 2019 and related liabilities were settled. In addition, the Company froze the benefits for all participants in the SERP effective December 31, 2019 so no additional benefits have accrued for any NEO under the SERP. The frozen SERP has been subsumed by a NQDCP. Based on these factors, Glatfelter did not have any service cost under the frozen SERP in 2023 for purposes of calculating CAP. 7.) The following table sets forth the amounts deducted from and added to SCT total compensation pursuant to Item 401(v) of Regulation S-K to determine CAP for the Current PEO, Former PEO, and non-PEO NEOs in 2022:

  140. PAY VERSUS PERFORMANCE TABLE

    | | 2022 | Current PEO(1) | Former PEO(1) | Avg. Non-PEO NEOs(2) | | | SCT Total Compensation | $2,400,576 | $9,007,845 | $1,153,086 | | ‘- | Aggregate Change in Pension Value Reported in SCT | $0 | $(284,000) | $(800) | | ‘- | Amounts reported in SCT for Stock Awards | $(1,750,800) | $(2,999,988) | $(728,249) | | ‘+ | Value of Service Cost Attributable to Executive under Pension(i) | $0 | $0 | $0 | | ‘+ | Value of Awards Granted in Covered Year, Outstanding and Unvested at Year- End | $807,600 | $3,042,096 | $267,133 | | ‘+ | Dividends Paid on Unvested Awards | $0 | $241,203 | $11,288 | | ‘+/- | Change in Value of Awards Granted in Any Prior Year, Outstanding and Unvested at Year End | $0 | $(753,193) | $(288,841) | | ‘+/- | Change in Value of Awards Granted in Any Prior Year, Vested During the Year | $0 | $(581,355) | $(145,316) | | ‘- | Value of Awards Forfeited in Covered Year | $0 | $(5,236,338) | $(313,786) | | ‘= | CAP | $1,457,376 | $2,436,271 | $(45,485) |

  141. PAY VERSUS PERFORMANCE TABLE

    i.) Glatfelter’s qualified pension plan was terminated in 2019 and related liabilities were settled. In addition, the Company froze the benefits for all participants in the SERP effective December 31, 2019 so no additional benefits have accrued for any NEO under the SERP. The frozen SERP has been subsumed by a NQDCP. Based on these factors, Glatfelter did not have any service cost under the frozen SERP in 2022 for purposes of calculating CAP. 8.) The following table sets forth the amounts deducted from and added to SCT total compensation pursuant to Item 401(v) of Regulation S-K to determine CAP for the Former PEO and non-PEO NEOs in 2021:

  142. PAY VERSUS PERFORMANCE TABLE

    | | 2021 | Former PEO(1) | Avg. Non-PEO NEOs(2) | | | SCT Total Compensation | $4,611,728 | $1,070,643 | | ‘- | Aggregate Change in Pension Value Reported in SCT | $(413,000) | $(250) | | ‘- | Amounts reported in SCT for Stock Awards | $(1,889,987) | $(356,863) | | ‘+ | Value of Service Cost Attributable to Executive under Pension(i) | $0 | $0 | | ‘+ | Value of Awards Granted in Covered Year, Outstanding and Unvested at Year- End | $1,545,525 | $291,824 | | ‘+ | Dividends Paid on Unvested Awards | $216,167 | $33,953 | | ‘+/- | Change in Value of Awards Granted in Any Prior Year, Outstanding and Unvested at Year End | $(388,035) | $(73,789) | | ‘+/- | Change in Value of Awards Granted in Any Prior Year, Vested During the Year | $(815) | $(2,058) | | ‘- | Value of Awards Forfeited in Covered Year | $0 | $0 | | ‘= | CAP | $3,681,582 | $963,460 |

  143. PAY VERSUS PERFORMANCE TABLE

    i.) Glatfelter’s qualified pension plan was terminated in 2019 and related liabilities were settled. In addition, the Company froze the benefits for all participants in the SERP effective December 31, 2019 so no additional benefits have accrued for any NEO under the SERP. The frozen SERP has been subsumed by a NQDCP. Based on these factors, Glatfelter did not have any service cost under the frozen SERP in 2021 for purposes of calculating CAP. 9.) The following table sets forth the amounts deducted from and added to SCT total compensation pursuant to Item 401(v) of Regulation S-K to determine CAP for the Former PEO and the non-PEO NEOs in 2020:

  144. PAY VERSUS PERFORMANCE TABLE

    | | 2020 | Former PEO(1) | Avg. Non-PEO NEOs(2) | | | SCT Total Compensation | $4,561,385 | $1,189,843 | | ‘- | Aggregate Change in Pension Value Reported in SCT | $(265,000) | $(250) | | ‘- | Amounts reported in SCT for Stock Awards | $(1,767,347) | $(336,745) | | ‘+ | Value of Service Cost Attributable to Executive under Pension(i) | $0 | $0 | | ‘+ | Value of Awards Granted in Covered Year, Outstanding and Unvested at Year- End | $1,661,121 | $316,504 | | ‘+ | Dividends Paid on Unvested Awards | $192,758 | $28,803 | | ‘+/- | Change in Value of Awards Granted in Any Prior Year, Outstanding and Unvested at Year End | $(288,619) | $(56,462) | | ‘+/- | Change in Value of Awards Granted in Any Prior Year, Vested During the Year | $(90,404) | $(12,753) | | ‘- | Value of Awards Forfeited in Covered Year | $0 | $0 | | ‘= | CAP | $4,003,894 | $1,128,941 |

  145. PAY VERSUS PERFORMANCE TABLE

    i.) Glatfelter’s qualified pension plan was terminated in 2019 and related liabilities were settled. In addition, the Company froze the benefits for all participants in the SERP effective December 31, 2019 so no additional benefits have accrued for any NEO under the SERP. The frozen SERP has been subsumed by a NQDCP. Based on these factors, Glatfelter did not have any service cost under the frozen SERP in 2020 for purposes of calculating CAP.

  146. Relationship Between Compensation Actually Paid and Performance Measures

    Relationship Between Compensation Actually Paid and Performance Measures As evidenced by the below illustrations, the CAP to the Former PEO (in applicable years), the Current PEO, and the non-PEO NEOs over the four-year reporting period aligns to performance trends in Glatfelter’s TSR, Net Income, and Adj. EBITDA results over the same time period. The biggest driver of the year-over-year change in CAP is tied to the value of equity due to the decline in the Company’s stock price. In parallel, business challenges, coupled with the difficult macroeconomic environment, negatively impacted the Company’s Net Income, Adj. EBITDA, and TSR. The charts below illustrate the relationship between the CAP to the Former PEO (in applicable years), the Current PEO, and the non-PEO NEOs and the Company’s TSR, Net Income, and Adj. EBITDA over the four fiscal years ending December 31, 2023. A comparison of the Company’s TSR and the TSR of the S&P 600 Small Cap Materials Index is also provided. Note that the current PEO began employment on August 24, 2022 so year-over-year comparison is available for 2023 only. Chart 1: Alignment of CAP with Company TSR: The Company’s TSR is expressed as a $100 investment in the Company’s common stock on December 31, 2019. For 2020 to 2023, the CAP to the Former PEO and the average CAP to the non-PEO NEOs decreased by 39% and 53%, respectively, and the CAP to the Current CEO increased by 34% compared to an 87% decrease in the Company’s TSR over the same time horizon. Chart 2 : Comparison of Company TSR and Peer Group TSR: The S&P 600 Small Cap Materials Index, as the Company’s peer group for purposes of Item 201(e) of Regulation S-K, was utilized for purposes of calculating peer group TSR. The TSR for the peer group disclosed in the chart above increased by 33% for the four-year period ending December 31, 2023, as compared to the Company's TSR, which decreased by 87% over the same time period. Chart 3 : Alignment of CAP with Company Net Income: For 2020 to 2023, the CAP to the Former PEO and the average CAP to the non-PEO NEOs decreased by 39% and 53%, respectively, and the CAP to the Current CEO increased by 34% compared to a significant decrease in the Company’s Net Income over the same time period. Chart 4 : Alignment of CAP with Adjusted EBITDA: For 2020 to 2023, the CAP to the Former PEO and the average CAP to the non-PEO NEOs decreased by 39% and 53%, respectively, and the CAP to the Current CEO increased by 34% compared to a 26% decrease in the Company’s Adj. EBITDA performance over the same time horizon.

  147. Relationship Between Compensation Actually Paid and Performance Measures

    | CEO PAY RATIO |

  148. Relationship Between Compensation Actually Paid and Performance Measures

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Item 402(u) of Regulation S-K, we are providing information about the relationship of the annual total compensation of our median employee and the annual total compensation of Mr. Fahnemann, the CEO serving in position on the date selected for identifying the median employee. For 2023, our ratio was estimated as follows:

  149. Relationship Between Compensation Actually Paid and Performance Measures

    | Name | Annual Total Compensation (in 000x) (1) | | CEO | $3,530.3 | | Median Employee | $55.3 | | CEO Pay Ratio | 64:1 |

  150. Relationship Between Compensation Actually Paid and Performance Measures

    (1)Annual total compensation includes compensation calculated for purposes of the Summary Compensation Table, as well as benefit premiums for the CEO, and the market-competitive compensation and benefits for the median employee. •SEC rules provide that we may use the same median employee for three years before identifying a new median employee, provided that during our last completed fiscal year there has been no change in our employee population or employee compensation arrangements that we reasonably believe would result in a significant change to our pay ratio disclosure. We believe that there have been no material changes in our employee population or our compensation arrangements in fiscal 2023 that would result in a material change in our pay ratio disclosure or our median employee. As such, we used the same median employee as 2022 with compensation data refreshed for the ratio calculation, consistent with previous methodology. •The median employee was determined using the previous methodology which is outlined below: •Continued to use October 1, 2023 as the date to determine the median employee. •Considered all permanent employees throughout our global operations. •Selected base salary or wages, overtime, premium pay, and short-term incentives as the most appropriate measure of compensation. •Annualized compensation of permanent employees hired between January 1, 2023 and October 1, 2023. •Using this methodology, we determined the appropriate median employee to be a full-time employee in the United Kingdom. For purposes of this determination, we applied the appropriate exchange rate to U.S. dollars of the average exchange rate for October 2023 as to our non-US employees. •We calculated all of the elements of the median employee’s compensation and the CEO’s compensation for fiscal year 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. The above pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of the Regulation S-K. •In making this pay ratio disclosure, other companies may use assumptions, estimates, and methodologies different than ours; as a result, the following information may not be directly comparable to the information provided by other companies in our peer group or otherwise.

  151. Relationship Between Compensation Actually Paid and Performance Measures

    | Certain Relationships and Related Transactions |

  152. Relationship Between Compensation Actually Paid and Performance Measures

    Related Party Transactions Policy The NCG Committee (or its Chair, under some circumstances) will review the relevant facts of all proposed Related Person Transactions and either approve or disapprove of the entry into the Related Person Transaction. For purposes of this review, as defined in the NCG Committee Charter, a “Related Person Transaction” is a transaction, arrangement, or relationship (or any series of similar transactions, arrangements, or relationships) involving an amount that is at least $120,000, and in which the Company was, is, or will be a participant, and in which any Related Person had, has, or will have a direct or indirect material interest. A “Related Person” is generally any person who is, or at any time since the beginning of the Company’s last fiscal year was, (i) a director or executive officer of the Company or a nominee to become a director of the Company; (ii) any person who is known to be the beneficial owner of more than 5% of any class of the Company’s voting securities; (iii) any immediate family member of any of the foregoing persons; or (iv) any firm, corporation, or other entity in which any of the foregoing persons is employed or is a general partner or principal or in a similar position, or in which such person has a 5% or greater beneficial ownership interest. There were no Related Person Transactions during 2023. According to the Board’s Related Party Transaction Policy, Related Person Transactions are approved only if they are determined to be in, or not inconsistent with, the best interests of the Company and its shareholders. No director may participate in any consideration or approval of a Related Person Transaction in which he or she, or any of his or her immediate family members or related entities, is the Related Person. If a Related Person Transaction that has not been previously approved or ratified is discovered, the NCG Committee, or its Chair, will promptly consider all of the relevant facts. If the transaction is ongoing, the NCG Committee will consider all options and may ratify, amend, or terminate the Related Person Transaction. If the transaction has been completed, the NCG Committee will consider if rescission of the transaction is appropriate and if disciplinary action is warranted. The NCG Committee will review all ongoing Related Person Transactions on an annual basis to determine whether to continue, modify, or terminate the Related Person Transaction. In reviewing the relevant facts related to all proposed Related Person Transactions, the NCG Committee, or its Chair, will take the following considerations into account, along with other factors it deems appropriate: •the benefits to the Company of the transaction •the impact on a director’s independence, in the event the “Related Person” is a director, an immediate family member of a director, or an entity in which a director is a partner, shareholder, or executive officer •the availability of other sources for comparable products or services •the terms of the transaction •the terms available from unrelated third parties or to employees generally To the extent that the NCG Committee, or its Chair, needs additional information to make an informed decision regarding a proposed Related Person Transaction, the NCG Committee, or its Chair, may consult with Management or other members of the Board.

  153. Relationship Between Compensation Actually Paid and Performance Measures

    | Report of the Audit Committee |

  154. Relationship Between Compensation Actually Paid and Performance Measures

    The Audit Committee has reviewed and discussed the Company’s audited consolidated financial statements for the year ended December 31, 2023 with the Company’s Management and its independent registered public accounting firm. The Company’s Management has advised the Audit Committee that such audited consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America. The Audit Committee has discussed with Deloitte, the Company’s independent registered public accounting firm, the matters required to be discussed by Auditing Standard No. 1301, “Communications with Audit Committees,” as issued by the Public Company Accounting Oversight Board. The Audit Committee has also discussed with Deloitte its independence from the Company and its Management. The Audit Committee has received a letter and written disclosures from Deloitte required by applicable requirements of the Public Company Accounting Oversight Board, disclosing all relationships between Deloitte and its related entities and the Company. In addition to the information provided by Deloitte, the Audit Committee considered the level of non-audit and tax services provided by Deloitte in determining that it was independent. Based on the review and discussions described above, the Audit Committee recommended to the Company’s Board that the Company’s audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, for filing with the SEC. The foregoing Report does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates the Report by reference therein. Marie T. Gallagher (Chair) Kathleen A. Dahlberg J. Robert Hall

  155. Relationship Between Compensation Actually Paid and Performance Measures

    | Frequently Asked Questions (“FAQs”) |