DEF 14A of Louisiana-Pacific Corp, Mar 27, 2024

DEF 14A of Louisiana-Pacific Corp

Filed Mar 27, 2024 · FY20230001104659-24-039413

Open on EDGAR

  1. BOARD OF DIRECTORS

    BOARD OF DIRECTORS

  2. BOARD OF DIRECTORS

    | | | DIRECTOR SINCE | | BOARD COMMITTEES | | | | | NAME | AGE | | INDEPENDENT | AC | CC | GC | EC | | Class III Directors to Be Elected for a Three-Year Term Expiring at the 2027 Annual Meeting | | | | | | | | | F. NICHOLAS GRASBERGER III Chairman and Chief Executive Officer of Enviri Corporation | 60 | 2019 | | | | | | | OZEY K. HORTON, JR. Director Emeritus of McKinsey & Company | 73 | 2016 | | | | | | | W. BRADLEY SOUTHERN Chairperson of the Board and Chief Executive Officer of LP | 64 | 2017 | | | | | | | Class I and II Directors Continuing in Office | | | | | | | | | JOSE A. BAYARDO Senior Vice President and Chief Financial Officer of NOV Inc. | 52 | 2021 | | | | | | | TRACY A. EMBREE President of Otis Americas | 50 | 2016 | | | | | | | LIZANNE C. GOTTUNG Retired EVP-Senior Adviser to the CEO/Chair of Kimberly-Clark Corporation | 67 | 2006 | | | | | | | STEPHEN E. MACADAM Retired Chief Executive Officer of EnPro Industries, Inc. | 63 | 2019 | | | | | | | DUSTAN E. MCCOY Retired Chairman and Chief Executive Officer of Brunswick Corporation | 74 | 2002 | | | | | |

  3. BOARD OF DIRECTORS

    AC = Audit Committee CC = Compensation Committee GC = Governance Committee EC = Executive Committee = Chair = Committee member

  4. NOMINEES FOR DIRECTOR

    NOMINEES FOR DIRECTOR (For Three-Year Terms Expiring at the 2027 Annual Meeting)

  5. NOMINEES FOR DIRECTOR

    | F. NICHOLAS GRASBERGER III | | Independent Director | | Chairman and Chief Executive Officer of Enviri Corporation AGE: 60 DIRECTOR SINCE: 2019 COMMITTEES: » Audit Committee (Chair) » Executive Committee » Governance Committee | BACKGROUND: Mr. Grasberger is Chairman and Chief Executive Officer of Enviri Corporation (NYSE: NVRI), a global market leader providing environmental solutions for industrial and specialty waste streams and innovative technologies for the rail sector (“Enviri”). He joined Enviri in 2013 as Chief Financial Officer and was appointed President and Chief Executive Officer in 2014. He became Chairman in October 2018. Prior to joining Enviri, Mr. Grasberger served as Managing Director of the Precision Polymers Division of Fenner PLC, which traded on the London Stock Exchange under the ticker symbol FENR prior to its acquisition by Compagnie Générale des Établissements Michelin in 2018. Earlier, he spent four years with Armstrong World Industries, Inc. (NYSE: AWI), first as Senior Vice President and Chief Financial Officer, and later as Executive Vice President of Building Products and Asia Pacific. Mr. Grasberger also held the positions of Vice President and Chief Financial Officer for Kennametal, Inc. (NYSE: KMT), and of Corporate Treasurer and Director of Corporate Planning at H. J. Heinz Company, which has since merged into Kraft Heinz Company (NASDAQ: KHC). He started his career with USX Corporation, since renamed United States Steel Corporation (NYSE: X). Mr. Grasberger graduated from the University of Notre Dame with a bachelor’s degree in Business Administration and Finance, and from the University of Pittsburgh’s Katz Graduate School of Business with an M.B.A. QUALIFICATIONS: The Board selected Mr. Grasberger to serve as a director based upon his broad financial expertise and strong leadership experience. The Board believes that Mr. Grasberger’s significant record as a successful chief executive officer and his experience leading publicly traded companies will provide strategic insight to LP and makes him particularly well-suited to serve as a director of LP. | |

  6. NOMINEES FOR DIRECTOR

    | SKILLS: | | | | | | | | | | | | | | | | | | Public Company Board Experience | C-Suite Leadership | Financial Literacy / Accounting | Manufacturing and Distribution / Sourcing / Logistics | Global Operations Experience | Risk Management | Strategic Planning | Environmental / Sustainability / Corporate Responsibility |

  7. NOMINEES FOR DIRECTOR

    | OZEY K. HORTON, JR. | | Independent Director | | Director Emeritus of McKinsey & Company AGE: 73 DIRECTOR SINCE: 2016 COMMITTEES: » Audit Committee » Governance Committee | BACKGROUND: Mr. Horton has been a Director Emeritus of McKinsey & Company, a global management and consulting firm, since 2011, when he retired after nearly 30 years with the firm. At McKinsey & Company, Mr. Horton worked in various practice areas around the globe, including Pulp, Paper and Packaging, Industrial, Change Management, Global Operations in Energy and Materials, and Basic Materials. Mr. Horton is a faculty member for McKinsey & Company’s leadership development program and also serves as an independent business advisor. Mr. Horton also serves as a director of Worthington Enterprises, Inc. (NYSE: WOR). Mr. Horton graduated from Duke University with a bachelor of science degree in Civil and Environmental Engineering and from Harvard Business School with an M.B.A. QUALIFICATIONS: The Board selected Mr. Horton to serve as a director because of his extensive experience in global operations, strategic planning, merger and acquisition integration and change management. The Board believes that Mr. Horton’s broad understanding of the operational and strategic issues facing large global companies and his experience in both change management and merger and acquisition integration make him particularly well-suited to serve as a director of LP. | |

  8. NOMINEES FOR DIRECTOR

    SKILLS:

  9. NOMINEES FOR DIRECTOR

    | | | | | | | Public Company Board Experience | Financial Literacy / Accounting | Global Operations Experience | Risk Management | Strategic Planning |

  10. NOMINEES FOR DIRECTOR

    | W. BRADLEY SOUTHERN | | | Chairperson of the Board and Chief Executive Officer of LP AGE: 64 DIRECTOR SINCE: 2017 COMMITTEE: » Executive Committee (Chair) | BACKGROUND: Mr. Southern has been Chairperson of the Board and Chief Executive Officer of LP since May 2020 and July 2017, respectively. He joined LP in 1999, holding key leadership roles, such as Executive Vice President and Chief Operating Officer, Executive Vice President and General Manager of Oriented Strand Board (“OSB”), Senior Vice President of Siding, and Vice President of Specialty Operations. Additionally, Mr. Southern serves on the boards of the National Association of Manufacturers, the Forest Products Association of Canada, the Nashville Branch of the Federal Reserve Bank of Atlanta, and GMS Inc. (NYSE: GMS). Mr. Southern holds a bachelor of science degree and a master of science degree in Forest Resources from the University of Georgia. QUALIFICATIONS: The Board selected Mr. Southern to serve as a director based upon his appointment as Chief Executive Officer of LP, his performance as an executive at LP and his long history and deep familiarity with LP’s operational matters. The Board also considered Mr. Southern’s expansive knowledge of the Forest Products industry in North and South America, together with his knowledge and experience in strategic planning, finance, accounting, specialty products and plant management. The Board also believes Mr. Southern is an effective liaison between the Board and management. |

  11. NOMINEES FOR DIRECTOR

    | SKILLS: | | | | | | | | | | | | | | | | | | Public Company Board Experience | C-Suite Leadership | Manufacturing and Distribution / Sourcing / Logistics | Global Operations Experience | Sales / Marketing | Risk Management | Strategic Planning | Environmental / Sustainability / Corporate Responsibility |

  12. CONTINUING DIRECTORS

    CONTINUING DIRECTORS The current members of the Board whose terms of office will continue beyond the 2024 Annual Meeting of Stockholders are listed below. The Board has determined that each continuing director named below (i) has no material relationship with LP (either directly or as a partner, stockholder, officer or director of an organization that has a relationship with LP) other than his or her service as a director of LP, and (ii) is independent under the NYSE listing standards.

  13. CONTINUING DIRECTORS

    | JOSE A. BAYARDO | | Independent Director | | Senior Vice President and Chief Financial Officer of NOV Inc. AGE: 52 DIRECTOR SINCE: 2021 – Current Term Expiring 2026 COMMITTEES: » Audit Committee » Governance Committee | BACKGROUND: Mr. Bayardo is the Senior Vice President and Chief Financial Officer of NOV Inc. (NYSE: NOV), a leading global provider of equipment and technology to the energy industry (“NOV”), a position he has held since August 2015. Prior to joining NOV in 2015, Mr. Bayardo served as Senior Vice President of Resource and Business Development at Continental Resources, Inc. (NYSE: CLR), a petroleum and natural gas exploration and production company, and spent nine years serving in various roles at Complete Production Services, Inc., an oilfield service provider which traded on the NYSE under the ticker symbol CPX prior to its acquisition by Superior Energy Services Inc. in 2012, including Senior Vice President, Chief Financial Officer and Treasurer. Prior to that, he was an investment banker with J.P. Morgan Securities, Inc. Mr. Bayardo graduated from the University of Texas at Austin with a bachelor of science degree in Chemical Engineering, from the McCormick School of Engineering at Northwestern University with a master’s degree in Engineering Management and from Kellogg Graduate School of Management at Northwestern University with an M.B.A. QUALIFICATIONS: The Board selected Mr. Bayardo to serve as a director based on his broad financial expertise and experience as chief financial officer of a large publicly traded company. Mr. Bayardo also has extensive experience with mergers and acquisitions and global manufacturing. The Board believes this experience makes him particularly well-suited to serve as a director of LP. | |

  14. CONTINUING DIRECTORS

    | SKILLS: | | | | | | | | | | | | C-Suite Leadership | Financial Literacy / Accounting | Global Operations Experience | Risk Management | Strategic Planning |

  15. CONTINUING DIRECTORS

    | TRACY A. EMBREE | | Independent Director | | President of Otis Americas AGE: 50 DIRECTOR SINCE: 2016 – Current Term Expiring 2025 COMMITTEES: » Compensation Committee » Governance Committee | BACKGROUND: Ms. Embree has worked at Otis Worldwide Corporation (NYSE: OTIS), a world leader in elevator and escalator manufacturing, installation and service (“Otis”), since October 2023. Ms. Embree serves as the President of Otis Americas where she is responsible for Otis’ business operations in the United States, Canada, Mexico, Central America, and Latin America and she is a member of Otis’ executive leadership team. Prior to that, Ms. Embree spent 23 years at Cummins Inc. (NYSE: CMI), a leader in the design, manufacture, distribution and service of diesel and alternative fuel engines and related technologies (“Cummins”), where she most recently held the role of Vice President and President of Cummins’ Distribution Business Segment from October 2019 through September 2023. Prior to that, Ms. Embree held the role of Vice President and President of Cummins’ Components Business Segment. Throughout her career, Ms. Embree has served in a variety of roles with increasing responsibility and leadership, including general management, marketing, sales, and manufacturing. Ms. Embree graduated from the Massachusetts Institute of Technology with a bachelor of science degree in Chemical Engineering and holds an M.B.A. from Harvard Business School. QUALIFICATIONS: The Board selected Ms. Embree to serve as a director based upon her experience in formulating corporate strategy, implementing new market strategies, sales, and operations for a global business. The Board believes that Ms. Embree’s leadership experience in these areas makes her particularly well-suited to serve as a director of LP. | |

  16. CONTINUING DIRECTORS

    | SKILLS: | | | | | | | | | | | | | | Manufacturing and Distribution / Sourcing / Logistics | Global Operations Experience | Sales / Marketing | Risk Management | Strategic Planning | Environmental / Sustainability / Corporate Responsibility |

  17. CONTINUING DIRECTORS

    | LIZANNE C. GOTTUNG | | Independent Director | | Retired EVP-Senior Adviser to the CEO/Chairman of Kimberly-Clark Corporation AGE: 67 DIRECTOR SINCE: 2006 – Current Term Expiring 2025 COMMITTEES: » Compensation Committee » Executive Committee » Governance Committee (Chair) | BACKGROUND: Ms. Gottung retired from Kimberly-Clark Corporation (NYSE: KMB) in 2017 as EVP-Senior Adviser to the CEO/Chairman. Prior to that appointment, Ms. Gottung served as Senior Vice President and Chief Human Resources Officer of Kimberly-Clark Corporation from 2002 to 2017. She held a variety of human resources, manufacturing and operational roles of increasing responsibility with Kimberly-Clark Corporation over the 36 years prior to her retirement. Ms. Gottung has been a director of Sylvamo Corporation (NYSE: SLVM), a global producer of uncoated paper, since October 2021 and serves as the Chair of the Management Development and Compensation Committee. Ms. Gottung graduated from the State University of New York at Albany with a bachelor’s degree in Business Administration. QUALIFICATIONS: The Board selected Ms. Gottung to serve as a director based upon her experience in labor relations and human resources with a large publicly traded company. The Board believes that Ms. Gottung’s extensive experience in leading, designing and implementing human capital strategies, including compensation and benefits, both domestically and globally, talent management, diversity and inclusion, organizational effectiveness and corporate health services makes her particularly well-suited to serve as a director of LP. | |

  18. CONTINUING DIRECTORS

    | SKILLS: | | | | | | | | | | | | | | | | | | | | Public Company Board Experience | C-Suite Leadership | Manufacturing and Distribution / Sourcing / Logistics | Global Operations Experience | HR / Labor Relations | Risk Management | Strategic Planning | Corporate Governance / Ethics / Legal | Environmental / Sustainability / Corporate Responsibility |

  19. CONTINUING DIRECTORS

    | STEPHEN E. MACADAM | | Independent Director | | Retired Chief Executive Officer of EnPro Industries, Inc. AGE: 63 DIRECTOR SINCE: 2019 – Current Term Expiring 2026 COMMITTEES: » Audit Committee » Compensation Committee (Chair) » Executive Committee » Governance Committee | BACKGROUND: Mr. Macadam served as Chief Executive Officer and President of EnPro Industries, Inc. (NYSE: NPO), a manufacturing company (“Enpro”), from April 2008 until his retirement in July 2019. He served on the board of directors of EnPro from 2008 until his retirement effective February 29, 2020, including as Vice Chairman beginning in August 2019. Prior to joining EnPro, he was Chief Executive Officer of BlueLinx Holdings Inc. (NYSE: BXC), a building products wholesaler, from October 2005 to March 2008. Mr. Macadam was President and Chief Executive Officer of Consolidated Container Company, a plastic packaging manufacturer, from 2001 to 2005. From March 1998 until August 2001, he held executive positions with Georgia-Pacific Corporation, which traded on the NYSE under the ticker symbol GP prior to its acquisition by Koch Industries, Inc. in 2005. Mr. Macadam held positions of increasing responsibility with McKinsey & Company, Inc., a global management consulting firm, from 1988 until 1998, culminating in the role of principal in charge of its Charlotte, NC operation. Mr. Macadam has served as a director for Sleep Number Corporation (NASDAQ: SNBR) since November 2023. He has served as the non-executive chairman of Atmus Filtration Technologies (NYSE: ATMU) since May 2023. He previously served as the chair of the board of directors of Veritiv Corporation (NYSE: VRTV) from 2020 to November 2023 and as a director for Valvoline Inc. (NYSE: VVV) from 2016 to January 2023. Mr. Macadam received a bachelor of science degree in Mechanical Engineering from the University of Kentucky, a master of science degree in Finance from Boston College and an M.B.A. from Harvard University, where he was a Baker Scholar. QUALIFICATIONS: The Board selected Mr. Macadam to serve as a director because of his valuable financial expertise and his experience and knowledge in the areas of corporate governance, industrial products manufacturing, building products, product distribution, and procurement. The Board also believes that Mr. Macadam’s extensive experience leading publicly traded companies makes him particularly well-suited to serve as a director of LP. | |

  20. CONTINUING DIRECTORS

    | SKILLS: | | | | | | | | | | | | | | | | | | Public Company Board Experience | C-Suite Leadership | Financial Literacy / Accounting | Manufacturing and Distribution / Sourcing / Logistics | Global Operations Experience | Sales / Marketing | Risk Management | Strategic Planning |

  21. CONTINUING DIRECTORS

    | DUSTAN E. MCCOY | | Lead Independent Director | | Retired Chairman and Chief Executive Officer of Brunswick Corporation AGE: 74 DIRECTOR SINCE: 2002 – Current Term Expiring 2025 COMMITTEES: » Compensation Committee » Executive Committee » Governance Committee | BACKGROUND: Mr. McCoy was Chairman and Chief Executive Officer and a director of Brunswick Corporation (NYSE: BC), a market leader in the marine, fitness and billiards industries, from December 2005 until his retirement in February 2016. He joined Brunswick Corporation in September 1999 and, in addition to the roles above, also served as Vice President, General Counsel and Corporate Secretary until October 2000, and served as President of the Brunswick Boat Group from October 2000 to December 2005. In 1999, he served as Executive Vice President of Witco Corporation (“Witco”), which traded on the NYSE under the ticker symbol WIT prior to its merger with Crompton & Knowles in 1999, and prior to that served as Witco’s Senior Vice President, General Counsel and Corporate Secretary. Mr. McCoy is also the lead independent director of Freeport-McMoRan Inc. (NYSE: FCX) and a director of YETI Holdings, Inc. (NYSE: YETI). Mr. McCoy graduated from Eastern Kentucky University with a bachelor’s degree in Political Science and a J.D. from Salmon P. Chase College of Law at Northern Kentucky University. QUALIFICATIONS: The Board selected Mr. McCoy to serve as a director because of his extensive experience in legal and compliance matters, and specifically his experience in corporate governance and disclosure matters for publicly traded companies. The Board believes that Mr. McCoy’s broad understanding of the operational, financial and strategic issues facing large global companies, his leadership and oversight in LP’s compliance matters, his leadership roles for companies producing both commodity and specialty products, and his valuable strategic advice to the Board and management in advancing LP’s interests make him particularly well-suited to serve as a director of LP. | |

  22. CONTINUING DIRECTORS

    | SKILLS: | | | | | | | | | | | | | | | | | | | | Public Company Board Experience | C-Suite Leadership | Manufacturing and Distribution / Sourcing / Logistics | Global Operations Experience | Sales / Marketing | Risk Management | Strategic Planning | Corporate Governance / Ethics / Legal | Environmental / Sustainability / Corporate Responsibility |

  23. CONTINUING DIRECTORS

    | CORPORATE GOVERNANCE |

  24. CONSIDERATION OF DIRECTOR NOMINEES

    CONSIDERATION OF DIRECTOR NOMINEES The Board believes that all directors must possess a considerable amount of education and business management experience. The Board also believes that it is necessary for each of LP’s directors to possess certain general qualities and that there are certain skills and experiences that should be represented on the Board as a whole, but not necessarily by each director individually.

  25. CONSIDERATION OF DIRECTOR NOMINEES

    | General qualities for all directors: | Specific experiences, qualifications and backgrounds to be represented on the Board as a whole: | | » Extensive executive leadership experience | » Financial and/or accounting expertise | | » Excellent business judgment | » Knowledge of international markets | | » High level of integrity and ethics | » Experience serving as chief executive officer, chief operating officer or chief financial officer | | » Original thinking | » Extensive board experience | | » Strong commitment to LP’s goal of maximizing stockholder value | » Diversity of skills, backgrounds and perspectives |

  26. CONSIDERATION OF DIRECTOR NOMINEES

    Under the Governance Committee charter, the Governance Committee is responsible for determining the criteria for membership on the Board. The Governance Committee uses the results of annual evaluations of the Board and Board committees in evaluating the skills and attributes desired in new director candidates. The following are criteria for membership on the Board: » directors must be persons of integrity, with significant accomplishments and recognized business stature, who will bring a diversity of perspectives to the Board; » one or more directors should have significant experience in the type of industry and business in which LP operates; » experience in some capacity with publicly traded companies is a desirable attribute; » although the Board has not adopted a specific policy regarding consideration of diversity in identifying director nominees, the Corporate Governance Guidelines require the Governance Committee to take into account diversifying factors that it deems appropriate which include, among other things, diversity in professional and personal experience, skills, expertise, background, gender, race and ethnic background, and cultural and geographical diversity; and » directors must be able to commit the requisite time to prepare for and attend all regularly scheduled meetings of the Board and committees on which they serve, except when there are unavoidable business or personal conflicts. Additionally, the Governance Committee believes it to be desirable for all new outside directors (as is true of all current outside directors) to qualify as independent under the NYSE listing standards and applicable SEC rules. The Corporate Governance Guidelines recognize that LP’s CEO will normally be a director and that other senior officers may be elected to the Board in appropriate circumstances, as long as a majority of directors are independent as determined by the Board in accordance with the NYSE listing standards and applicable SEC rules. As part of its annual self-evaluation process, the Board and its committees determine the specific skill sets, perspectives and characteristics necessary for the Board and each of its committees to function effectively. If the Board, generally or through the Governance Committee, determines that a necessary skill set, perspective or characteristic is absent, the Board may authorize an increase in the number of Board members. In the event of a vacancy on the Board, the Governance Committee determines which skills should be sought in filling the vacancy and then each current director is asked to suggest names of potential director candidates based on the applicable criteria. The Governance Committee is also authorized by its charter to retain a third-party search firm to assist in identifying director candidates. As part of its search process for potential candidates for director, the Governance Committee considers a potential candidate’s ability to contribute to the diversity of personal and professional experiences, skills, opinions, perspectives and backgrounds on the Board. After potential candidates are identified, the Governance Committee designates one or more directors to screen each potential candidate. Following that screening process, the Governance Committee (or a subcommittee) conducts in-person or telephone interviews with candidates warranting further consideration, and based on the results of those interviews, the Governance Committee recommends a candidate to the full Board for election, as well as alternative candidates whom the Board may wish to consider. The Governance Committee will consider stockholders’ recommendations concerning nominees for director. Any such recommendation, including the name and qualifications of a nominee, may be submitted to LP at its corporate offices: Louisiana-Pacific Corporation, 1610 West End Avenue, Suite 200, Nashville, Tennessee 37203, to the attention of the Chair of the Governance Committee. Stockholder-recommended candidates will be evaluated using the same qualities and criteria described above.

  27. STOCKHOLDER NOMINATIONS FOR ELECTION OF DIRECTORS

    STOCKHOLDER NOMINATIONS FOR ELECTION OF DIRECTORS LP’s Bylaws permit nominations for election to the Board to be made by any stockholder of record entitled to vote at the Annual Meeting. The number of nominees a stockholder may nominate for election at a stockholder meeting may not exceed the number of directors to be elected at such meeting. Notice of a stockholder’s intent to make such a nomination must be given in writing to the Corporate Secretary of LP, and must comply with the requirements set forth in LP’s Bylaws. Such notice must be delivered to, or mailed and received by, LP’s Corporate Secretary at least 90, and no more than 120, calendar days prior to the first anniversary of the preceding year’s annual meeting of stockholders. For the 2025 Annual Meeting of Stockholders, this notice must be received by LP at its corporate offices: Louisiana-Pacific Corporation, 1610 West End Avenue, Suite 200, Nashville, Tennessee 37203, no earlier than January 11, 2025, and no later than February 10, 2025. In addition, stockholders who intend to solicit proxies in support of director nominees other than the Board’s nominees in connection with the 2025 Annual Meeting of Stockholders must comply with the SEC’s universal proxy rules and provide notice to LP by March 11, 2025 setting forth the information required by Rule 14a-19 under the Exchange Act.

  28. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The Governance Committee reviews, on an annual basis, director compensation in relation to other comparable companies and in light of other factors that the Governance Committee deems appropriate, and discusses director compensation with, and makes recommendations to, the Board, with the Board approving director compensation. Pursuant to our director compensation policy, each of our non-employee directors receives a $90,000 annual cash retainer, each chair of the Audit, Compensation and Governance Committees receives an annual cash committee chair retainer, and our Lead Independent Director receives an annual cash retainer, with each retainer paid quarterly in equal installments, as follows:

  29. DIRECTOR COMPENSATION

    | | Annual Retainer ($) | | Non-Employee Director | 90,000 | | Compensation Committee Chair | 20,000 | | Finance and Audit Committee Chair | 20,000 | | Governance and Corporate Responsibility Committee Chair | 15,000 | | Lead Independent Director | 25,000 |

  30. DIRECTOR COMPENSATION

    The annual retainer for our Lead Independent Director recognizes the additional time commitment for this role compared to the other independent directors, which currently includes acting as an intermediary in the event the Chairperson refers to the Lead Independent Director for guidance or to have something taken up at executive session of the independent directors; suggesting calling Board meetings to the Chairperson when appropriate; calling meetings of the independent directors and setting the agenda for and leading executive sessions of the independent directors; briefing the Chairperson on issues arising in the executive sessions; collaborating with the Chairperson to set the Board agenda and providing the Board with information; facilitating discussion among the independent directors on key issues and concerns outside of Board meetings; serving as the exclusive conduit to the Chairperson of views, concerns and issues of the independent directors; retaining advisors and consultants at the request of independent directors; serving on the Executive Committee; and coordinating with the Compensation Committee in the performance and evaluation of the CEO. Under our Amended and Restated Louisiana-Pacific Corporation Non-Employee Directors Compensation Plan (the “Non-Employee Directors Compensation Plan”), any independent director may elect to (i) defer receipt of all or a portion of his or her annual cash retainer to a cash account to be paid at a future date specified in the election form or (ii) exchange all or a portion of his or her annual cash retainer for an award of deferred stock units (“DSUs”) (which award is a form of restricted stock unit entitling the grantee to the right to the delivery of shares in the future) granted under the Louisiana-Pacific Corporation 2022 Omnibus Stock Award Plan (the “2022 Plan”). Elections must be made by December 31 for the deferral of fees in the next calendar year and must state the amount or portion of fees to be deferred; whether and to what extent fees are to be deferred to a cash account or exchanged for DSUs; and the date on which such payout of cash or issuance of shares pursuant to any DSUs will commence. In the case of exchanges for DSUs, the number of DSUs to be issued is calculated by dividing the amount of the annual cash retainer to be exchanged by the closing price of LP Common Stock as of the date(s) on which the annual cash retainer would otherwise have been paid. DSUs are issued on the date on which the annual cash retainer would otherwise have been paid and credited to the independent director’s DSU recordkeeping account. Any annual cash retainer payment deferred to a cash account will be credited with interest, compounded monthly, from the date the cash would otherwise have been paid until the amount credited to his or her cash account is paid to the independent director. The rate of interest credited for each quarter will be the annual rate on 30-year Treasury securities, as of the first business day of each quarter, on an annual basis. Independent directors holding DSUs or deferred payments in their cash account are entitled to distribution thereof upon the earliest to occur of (i) such independent director’s separation from the Board, (ii) a change of control of LP (as defined in the 2022 Plan), or (iii) the distribution date specified in the independent director’s deferral election form, if any (a “Distribution Event”). In addition, non-employee directors receive an annual grant of RSUs with a grant date fair value of $135,000. The RSUs vest in full on the earliest to occur of one year following the grant date, upon the director’s death, disability or retirement (as defined in the award agreement), or a change of control of LP. If the director ceases to be a director before the restrictions lapse, the shares are forfeited. Equity awards to non-employee directors during 2023 were made pursuant to LP’s 2022 Plan. Directors who are also LP employees (i.e., Mr. Southern) receive no additional compensation for their Board service. The Non-Employee Directors Compensation Plan also permits any independent director of LP to defer receipt of any LP Common Stock issuable pursuant to RSUs that vest according to their terms. Directors who elect to defer settlement of their annual RSU grants receive, on the scheduled RSU vesting date, a number of DSUs that is equal to the number of RSUs to which the deferral election applies. Independent directors who have elected to receive DSUs in lieu of shares from the settlement of their RSUs are entitled to receive one share of LP Common Stock for each DSU upon the occurrence of a Distribution Event. Pursuant to the Non-Employee Directors Compensation Plan, independent directors will have no rights of ownership in the shares of LP Common Stock underlying the DSUs, no right to current dividends, and no right to vote the shares of LP Common Stock underlying the DSUs until the date on which the shares of LP Common Stock underlying such DSUs are issued as a result of a Distribution Event. However, from and after the grant date of the DSUs and until such DSUs are settled in shares of LP Common Stock, on the date LP pays a dividend (if any) to holders of shares of LP Common Stock generally, independent directors holding DSUs will be credited with dividend equivalent additional DSUs equal to the number obtained by dividing (i) the amount of the dividend the independent director would have received had he or she owned a number of shares of LP Common Stock equal to the number of DSUs then credited to his or her DSU recordkeeping account, by (ii) the closing price of LP Common Stock on the day before the date of the dividend payment. Such dividend equivalent DSUs are credited to the independent director’s DSU recordkeeping account and paid to such independent director only if, and at the same time as, the shares of LP Common Stock underlying such DSUs are distributed to such independent director pursuant to the terms of the Non-Employee Directors Compensation Plan. Ms. Embree, Mr. Horton and Mr. Macadam elected to defer settlement of their 2023 RSU awards that are scheduled to vest on May 5, 2024, pursuant to the Non-Employee Directors Compensation Plan. Mr. Grasberger elected to defer his 2023 annual cash retainer to a lump sum payment on January 1, 2027 pursuant to the Non-Employee Directors Compensation Plan. The following table summarizes compensation paid to non-employee directors for services during 2023.

  31. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Total ($) | | Jose A. Bayardo | 90,000 | 135,000 | 225,000 | | Tracy A. Embree | 90,000 | 135,000(3) | 225,000 | | Lizanne C. Gottung | 105,000 | 135,000 | 240,000 | | F. Nicholas Grasberger III | 110,000(2) | 135,000 | 245,000 | | Ozey K. Horton, Jr. | 90,000 | 135,000(3) | 225,000 | | Stephen E. Macadam | 110,000 | 135,000(3) | 245,000 | | Dustan E. McCoy | 115,000 | 135,000 | 250,000 |

  32. DIRECTOR COMPENSATION

    (1) The amounts shown reflect the fair value as of the date of grant (computed in accordance with FASB ASC Topic 718) with respect to awards of RSUs under the 2022 Plan. At December 31, 2023, each of LP’s outside directors held RSUs for 2,208 shares, which included dividend equivalents equal to 26 shares. The RSUs held by the directors vest on May 5, 2024. (2) Mr. Grasberger elected to defer his 2023 annual cash retainer to a lump sum payment on January 1, 2027. Ms. Embree, Mr. Horton and Mr. Macadam elected to defer settlement of their 2023 RSU awards pursuant to the Non-Employee Directors Compensation Plan, which will result in the issuance of DSUs upon their vesting on May 5, 2024, in lieu of the issuance of shares of Common Stock.

  33. DIRECTOR COMPENSATION

    | RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |

  34. SECTION I: 2023 BUSINESS AND FINANCIAL HIGHLIGHTS

    | WHAT WE DO: | WHAT WE DON’T DO: | | Benchmark target compensation levels of our executive officers against the target median of our compensation peer group | Do not offer excessive perquisites | | Engage an independent compensation consultant who reports directly to the Compensation Committee, and the Governance Committee with respect to director compensation, and does not provide any other services to LP | Do not reset internal incentive targets used to determine performance-based award payouts once established at the beginning of the performance period | | Maintain a high percentage of executive pay as “at risk” compensation | Do not provide guaranteed bonuses or long-term incentive awards | | Align targets for performance-based compensation to stakeholder interests | Do not provide excise tax reimbursement for payments made in connection with a change of control | | Maintain meaningful share ownership requirements for executive officers and directors | Do not engage in short-term, hedging or speculative transactions involving LP Common Stock | | Manage and assess risk in compensation programs annually | Do not buy and sell options (“put” or “call”) | | Mitigate undue risk by having a NYSE−compliant clawback policy and a general recoupment policy with respect to all performance-based compensation | Do not enter into forward sales contracts, prepaid variable forwards, equity swaps, collars or exchange funds | | Periodically, and at least annually, seek stockholder feedback on our executive compensation | Do not grant discounted stock options |

  35. SECTION II: 2023 COMPENSATION HIGHLIGHTS

    SECTION II: 2023 COMPENSATION HIGHLIGHTS LP uses its compensation program to attract, motivate and retain high-quality executive talent to lead the organization. The Compensation Committee has established programs and practices designed to pay for performance and to align executive officers’ interests with those of LP’s stakeholders. The Compensation Committee believes that LP’s compensation program helps drive LP’s performance by providing compensation that is commensurate with performance. The 2023 executive compensation program was guided by the following core principles: Equity-based compensation aligns executive officers’ interests with stakeholders’ interest, drives performance and facilitates retention of superior talent LP believes that equity-based compensation aligns executive officers’ interests with those of its stakeholders. Annual equity awards consist of PSUs and RSUs. PSUs are only paid out if the performance goals set for a three-year cumulative performance period are met and only if the NEO remains in continuous employment through the vesting date, subject to acceleration upon certain events. Payout upon final achievement of performance goals is also subject to a TSR modifier relative to LP’s capital market peer group. For PSUs awarded in 2023, the performance goals were based on Cumulative Company Adjusted EBITDA (defined below) for the period from January 1, 2023 to December 31, 2025. RSUs vest in three equal annual installments beginning on the first anniversary of the grant date and only if the NEO remains in continuous employment through the applicable vesting dates, subject to acceleration upon certain events. PSUs and RSUs are settled in shares of LP Common Stock, other than the PSUs and RSUs granted on February 10, 2022, which may be settled in shares of LP Common Stock or in cash, in the sole discretion of the administrator of the 2013 Omnibus Stock Award Plan, as amended (the “2013 Plan”). RSU and PSU awards granted on and after February 10, 2022 provide for double-trigger vesting in the event of a change of control, if the acquirer assumes the awards. The 2022 Plan allows LP to offer equity-based compensation to its officers, employees, directors and consultants in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, other stock-based awards and/or cash-based awards. As of December 31, 2023, 256,852 shares of LP Common Stock were subject to outstanding awards, and 3,667,325 shares of LP Common Stock were reserved for future issuance, under the 2022 Plan.

  36. Cash incentive compensation is designed to drive increasing profits and returns

    Cash incentive compensation is designed to drive increasing profits and returns The Compensation Committee strongly believes that linking compensation to certain critical performance metrics results in increased profits and stronger stockholders returns. For 2023, LP’s annual cash incentive award plan (“Annual Incentive Plan”) for NEOs was based upon Adjusted EBITDA (adjusted for certain market influences related to OSB commodities), Economic Profit (each as defined below) and certain business unit-specific operational goals for the year ended December 31, 2023. The Economic Profit metric further links asset utilization and financial performance of LP. No amounts would have been payable under the 2023 Annual Incentive Plan unless the minimum threshold for at least one of the corporate or business unit-specific performance goals was achieved. In 2023, the target threshold amount for each of the corporate and business unit-specific performance goals was exceeded except for the business unit performance goal for the Siding business, and annual cash incentives awarded pursuant to the 2023 Annual Incentive Plan were paid at an average of 123% of the target award amount.

  37. Base salary is appropriately weighted to emphasize performance-based compensation

    | Named Executive Officer | Annual Base Salary ($)(1) | Annual Incentive Target Value ($) | Long-Term Incentive Award Value ($)(2) | 2023 Total Target Compensation ($) | | W. Bradley Southern | 1,150,000 | 1,380,000 | 5,000,000 | 7,530,000 | | Alan J.M. Haughie | 643,198 | 482,399 | 1,075,000 | 2,300,597 | | Jason P. Ringblom | 544,701 | 381,291 | 1,100,000 | 2,025,992 | | Nicole C. Daniel | 505,024 | 303,014 | 550,936 | 1,358,974 | | Michael W. Blosser | 436,074 | 261,644 | 475,717 | 1,173,435 |

  38. Base salary is appropriately weighted to emphasize performance-based compensation

    (1) The amounts listed in this column reflect the NEO’s annual base salary that went into effect February 19, 2023. (2) Includes the value of annual equity awards, expressed as the aggregate value of PSUs (at target) and RSUs, determined using the closing price of LP Common Stock on the date of grant, February 10, 2023, of $65.67 per share.

  39. Review of Compensation Peer Group and Survey Data for Comparison Purposes

    Review of Compensation Peer Group and Survey Data for Comparison Purposes To ensure that LP’s compensation programs are reasonable and competitive in the marketplace, the Compensation Committee compares LP’s programs to those of its peers. In the third quarter of each year, with the assistance of FW Cook, the Compensation Committee’s independent compensation consultant, the Compensation Committee approves LP’s compensation peer group for purposes of benchmarking LP’s executive officer compensation. For 2023, the Compensation Committee approved LP’s compensation peer group consisting of the companies identified below, as recommended by FW Cook. The companies in this compensation peer group were selected because of similarities in channels, business cycles, manufacturing expertise and size in terms of revenue and market capitalization, among other financial metrics, thus providing appropriate benchmark data.

  40. Review of Compensation Peer Group and Survey Data for Comparison Purposes

    | » Allegion Public Limited Company | » JELD-WEN Holding, Inc. | | » American Woodmark Corporation | » Lennox International, Inc. | | » A. O. Smith Corporation | » Masco Corporation | | » Apogee Enterprise, Inc. | » Masonite International Corporation | | » Armstrong World Industries, Inc. | » Owens Corning | | » Boise Cascade Company | » Simpson Manufacturing Co., Inc. | | » Fortune Brands Innovations, Inc. | » Trex Company, Inc. | | » Gibraltar Industries, Inc. | » Universal Forest Products, Inc. | | » Griffon Corporation | |

  41. Review of Compensation Peer Group and Survey Data for Comparison Purposes

    The Compensation Committee, with assistance from FW Cook, also reviews size-adjusted general industry survey data to supplement the compensation peer group data. In 2023, the Compensation Committee relied on both compensation peer group and general industry survey data to more clearly understand the relevant market for executive talent, and to help inform its decision-making and ensure that LP’s executive compensation program supports its recruitment and retention needs. Specifically, the Compensation Committee compared each executive officer’s base salary, total cash compensation opportunities (salary and target cash incentive award), and total direct compensation opportunities (salary, target cash incentive award, and annualized grant-date present value of equity-based awards) for 2023 against comparable information from the compensation peer group and general industry survey data. The Compensation Committee believes using several benchmark data sources improves the quality of comparison because it may be difficult to identify an appropriate match for some executive officer positions within the compensation peer group alone. In addition, the general industry survey data reflects the broader industries with which LP competes for management talent.

  42. Annual Cash Incentive Plan

    Annual Cash Incentive Plan LP’s 2023 Annual Incentive Plan metrics included corporate financial performance goals and business unit financial performance goals, as further described below. No amounts would have been payable under the 2023 Annual Incentive Plan unless the threshold level for at least one performance goal was achieved, and awards are paid only if the NEO remains in continuous employment through the payment date, subject to acceleration upon certain events. The Compensation Committee has the authority, in its sole discretion, to reduce or eliminate the payout of annual cash incentive awards under the 2023 Annual Incentive Plan, despite its determination that performance was at or above the threshold level, if it finds that paying the awards is not in the best interests of LP. Corporate Financial Performance Goals The 2023 Annual Incentive Plan performance metrics included an Adjusted EBITDA goal (adjusted for certain market influences related to OSB commodities) and an Economic Profit goal. Adjusted EBITDA is a non-GAAP financial measure and is defined as income attributed to LP from continuing operations before interest expense, provision for income taxes, depreciation and amortization, and excludes stock-based compensation expense, loss on impairment attributed to LP, product-line discontinuance charges, business exit charges, other operating credits and charges, net loss on early debt extinguishment, investment income, pension settlement charges, and other non-operating items. Economic Profit is defined as income from operations, less tax, minus a capital charge (based on average invested capital multiplied by weighted-average cost of capital). As adjusted for certain market influences related to OSB commodities, the Adjusted EBITDA performance goal for the year ended December 31, 2023 had a threshold level of $316 million and a target level of $437 million, with maximum payment achieved at $545 million. LP’s reported 2023 Adjusted EBITDA of $478 million for the year ended December 31, 2023 exceeded the target performance level under the 2023 Annual Incentive Plan. LP’s Economic Profit performance goal for the year ended December 31, 2023 had a threshold level of $(3) million and a target level of $88 million, with maximum payment achieved at $169 million. LP’s 2023 Economic Profit of $109 million for the year ended December 31, 2023 exceeded the target performance level under the 2023 Annual Incentive Plan. Business Unit Financial Performance Goals The Compensation Committee established specific business unit financial performance goals for the 2023 Annual Incentive Plan. Following the end of the year, performance is assessed against those goals to determine each NEO’s level of achievement. Each goal is assigned a value based on a variety of factors which can result in the performance component ranging from 0-200% based on the level of attainment. Weighting of Awards and Payout The Compensation Committee established weightings for LP’s CEO, Executive Vice President, CFO, Senior Vice President, General Counsel and Corporate Secretary, and Senior Vice President, Manufacturing Services, for 2023 as follows:

  43. Annual Cash Incentive Plan

    | Corporate Financial | Adjusted EBITDA (35%) | 70% | | | Economic Profit (35%) | | | Business Unit Financial | OSB Economic Profit (10%) | 30% | | | Siding Economic Profit (10%) | | | | South America Economic Profit (10%) | | | Weightings for the Executive Vice President, General Manager, Siding for 2023 were established as follows: | | | | Corporate Financial | Adjusted EBITDA (20%) | 40% | | | Economic Profit (20%) | | | Business Unit Financial | Adjusted EBITDA (30%) | 60% | | | Economic Profit (30%) | |

  44. Annual Cash Incentive Plan

    The following table summarizes the target payout opportunities for LP’s NEOs and the actual incentive payouts under the 2023 Annual Incentive Plan paid in 2024, reflecting performance in 2023:

  45. Annual Cash Incentive Plan

    | | Target Annual Incentive Payout | | Actual 2023 Attainment of Corporate Financial Goals(1) | Actual 2023 Attainment of Business Unit Financial Goals(1) | Actual Annual Incentive Payout | | Named Executive Officer | % of Base Salary | Amount ($) | % of Target | % of Target | Amount ($) | | W. Bradley Southern | 120% | 1,380,000 | 132% | 115% | 1,753,737 | | Alan J.M. Haughie | 75% | 482,399 | 132% | 115% | 613,044 | | Jason P. Ringblom | 70% | 381,291 | 132% | 71% | 364,200 | | Nicole C. Daniel | 60% | 303,014 | 132% | 115% | 385,079 | | Michael W. Blosser | 60% | 261,644 | 132% | 115% | 332,054 |

  46. Annual Cash Incentive Plan

    (1) Weighted as set forth in the tables above.

  47. Long-Term Equity Incentive Compensation

    Long-Term Equity Incentive Compensation The Compensation Committee awards long-term equity incentive grants to the NEOs as part of their overall compensation package. These awards are consistent with the Compensation Committee’s objectives of aligning LP’s executive officers with the financial interests of its stakeholders, focusing on long-term success, supporting pay-for-performance, and offering competitive compensation packages. This component comprises the largest portion of the executive officers’ total compensation package, with vesting tied to multi-year performance goals and/or service to LP. 2023 Awards The following table summarizes the award opportunities for 2023:

  48. Long-Term Equity Incentive Compensation

    | Named Executive Officer | Performance Stock Units (PSUs) ($)(1) | Restricted Stock Units (RSUs) ($) | Total Long Term Incentive Award Value ($) | | W. Bradley Southern | 3,000,000 | 2,000,000 | 5,000,000 | | Alan J.M. Haughie | 587,500 | 587,500 | 1,075,000 | | Jason P. Ringblom | 550,000 | 550,000 | 1,100,000 | | Nicole C. Daniel | 275,468 | 275,468 | 550,936 | | Michael W. Blosser | 237,859 | 237,859 | 475,717 |

  49. Long-Term Equity Incentive Compensation

    (1) Reports PSUs at target award amount (100%); payout can be achieved at up to 200% of the target award amount. For 2023, the Compensation Committee determined that long-term equity incentive awards under the 2022 Plan would be split between PSUs (60%) and RSUs (40%) for the CEO and between PSUs (50%) and RSUs (50%) for the other NEOs, with the awards’ values based on the closing price of LP’s Common Stock on the grant date. On February 10, 2023, LP granted RSUs under the 2022 Plan. The 2023 RSUs will vest in three equal annual installments beginning on the first anniversary of the grant date, subject to acceleration upon certain events, and will be settled in shares of LP Common Stock. Also on February 10, 2023, LP granted PSUs under the 2022 Plan. The 2023 PSUs will vest on the third anniversary of the grant date based on achievement of the performance goal at the end of the three-year performance period ending on December 31, 2025, subject to acceleration upon certain events, and will be settled in shares of LP Common Stock. The performance goal for the 2023 PSUs is based on a three-year (2023-2025) cumulative company Adjusted EBITDA (“Cumulative Company Adjusted EBITDA”) improvement, adjusted to reflect the impact of OSB prices and OSB raw material prices that differ from the baseline year. Adjusted EBITDA is a non-GAAP financial measure and is defined as income attributed to LP from continuing operations before interest expense, provision for income taxes, depreciation and amortization, and excludes stock-based compensation expense, loss on impairment attributed to LP, product-line discontinuance charges, business exit charges, other operating credits and charges, net loss on early debt extinguishment, investment income, pension settlement charges, and other non-operating items. If the performance goal is met at the end of the performance period, the final award amount will be subject to adjustment to reflect LP’s three-year TSR performance relative to its capital market peer group. This TSR modifier can increase or decrease the number of shares underlying the award by 20%, although the TSR modifier cannot cause the number of shares underlying the award to exceed the maximum payout of 200% of the target award amount, and no adjustment will be made to the payout if LP’s TSR performance relative to the capital market group is between the 25th and 75th percentile. The capital market peer group used for purposes of calculating the TSR modifier includes the following companies:

  50. Long-Term Equity Incentive Compensation

    | » A. O. Smith Corporation | » Masco Corporation | | » Armstrong World Industries, Inc. | » Owens Corning | | » Boise Cascade Company | » Simpson Manufacturing Co., Inc. | | » CSW Industrials, Inc. | » Summit Materials, Inc. | | » Fortune Brands Innovations, Inc. | » Trex Company, Inc. | | » James Hardie Industries plc | » Universal Forest Products, Inc. | | » Lennox International, Inc. | » West Fraser Timber Co. Ltd. |

  51. Long-Term Equity Incentive Compensation

    Modification of 2021 PSU Awards and 2022 PSU Awards 2021 PSU Awards In October 2023, the Compensation Committee, with guidance from its independent compensation consultant, modified the methodology used to calculate the performance vesting criteria of approximately 105,200 PSUs granted in 2021 to 21 eligible participants (including the NEOs). The 2021 PSU awards have a three-year performance period (2021-2023) with payout (prior to the modification) tied to cumulative cash flow from operations, plus after-tax impact of OSB prices at cycle average (“Cumulative Company Cash Flow”), subject to a TSR modifier relative to LP’s capital market peer group. LP’s core philosophy is to incentivize and hold management accountable for controllable events, while excluding the effect of uncontrollable events from management incentive determinations. Reflective of this philosophy, the Compensation Committee initially approved a target Cumulative Company Cash Flow performance metric for the 2021 PSU awards that included an adjustment for the after-tax impact of OSB prices. At the time, LP did not anticipate significant fluctuation in OSB raw material prices throughout the three-year performance period for the 2021 PSU awards and therefore did not include an adjustment for OSB raw material prices when establishing the Cumulative Company Cash Flow performance metric for the awards. However, the significant and rapid increases in OSB raw material prices beginning in 2020 were outside any past movements in recent history, which disproportionately and adversely affected the calculation of Cumulative Company Cash Flow. Modelling in October 2023, when the modification to the 2021 PSU awards was made, indicated that the unprecedented OSB raw material prices would reduce the Cumulative Company Cash Flow by $144 million, which would have resulted in LP’s Cumulative Company Cash Flow for the performance period being $114 million below the target level. Accordingly, such modelling projected the 2021 PSU awards having no earning opportunity despite LP’s relative TSR performance ranking in the second quartile (as of October 2023). After thoughtful deliberation, the Compensation Committee approved a modification to the methodology used to calculate the performance vesting criteria for the 2021 PSUs to include an adjustment for the after-tax impact of OSB raw material prices, in addition to the adjustment for the after-tax impact of OSB prices. The Compensation Committee believes this change in methodology was necessary and appropriate to correct an unexpected anomaly and inherent flaw in the methodology originally used to calculate the target Cumulative Company Cash Flow performance metric, as uncovered by the market’s drastic change in OSB raw material prices beginning in 2020. Without correction, this unexpected anomaly would have led to a disproportionate impact on the 2021 PSU awards versus other components of compensation. The Compensation Committee believes that modifying the 2021 PSU awards improves the retentive value of the awards and further aligns the objectives of LP’s long-term incentive compensation with the interests of LP’s stockholders. Importantly, this shift in methodology was incorporated into the 2023 PSU award design at the time of grant, affirming the Compensation Committee’s belief that this method better addresses uncontrollable changes in OSB raw material prices during the performance period. At the modification date, after taking into account the modification, the 2021 PSUs awards were projected to vest at 200% of the target award amount. However, seeking a fair outcome and in recognition of balancing (i) the corrective impact of the methodology modification, with (ii) closely aligning the interests of the LP’s stockholders with the goals of the long-term incentive awards by rewarding actual performance, the Compensation Committee prospectively exercised its negative discretion to impose a maximum payout (i.e., a “cap”) on the 2021 PSUs at 100% of the target award amount. The modification relating to the 2021 PSU awards was considered a Type III modification under Accounting for Share-Based Payments (FASB ASC Topic 718) because it changed the expectation from improbable to probable that the awards would ultimately vest, in which the original awards were cancelled, and the modified awards were considered granted on the modification date. The incremental fair value related to the modification is included in the “Stock Awards” column of the “Summary Compensation Table” below. 2022 PSU Awards In tandem with the discussion of the 2021 PSU awards, in October 2023, the Compensation Committee made a similar modification to the methodology used to calculate the performance vesting criteria of approximately 77,600 PSUs granted in 2022 to 21 eligible participants (including the NEOs). The 2022 PSU awards have a three-year performance period (2022-2024) with payout (prior to the modification) tied to Cumulative Company Adjusted EBITDA improvement, adjusted to reflect the impact of OSB prices that differ from the baseline year, subject to a TSR modifier relative to LP’s capital market peer group. The modification corrected a flaw in the methodology used to calculate the underlying performance vesting criteria, similar to the flaw discussed above relating to the 2021 PSU awards, by including an adjustment for the after-tax impact of OSB raw material prices. The circumstances and considerations surrounding the modification are as discussed above under “—2021 PSU Awards.” Prior to the modification, none of the 2022 PSU awards were expected to vest. At the modification date, after taking into account the modification, still none of the 2022 PSU awards were expected to vest due to the Cumulative Company Adjusted EBITDA forecasting to be significantly below the target performance level; however, the Compensation Committee determined to make this modification in order to correct the flaw in the methodology used to calculate the underlying performance vesting criteria relating to OSB raw material prices consistent with the modification to the 2021 PSU awards. The modification relating to the 2022 PSU awards was considered a Type IV modification under Accounting for Share-Based Payments (FASB ASC Topic 718) because it did not change the expectation that the awards would not ultimately vest, in which the original awards were canceled, and the modified awards were considered granted on the modification date. No incremental fair value resulted from the modification of the 2022 PSU awards. Vesting of 2021 PSU Awards (Performance Period 2021-2023) On February 8, 2024, the Compensation Committee reviewed and certified the performance results relating to the 2021 PSU awards against the pre-established Cumulative Company Cash Flow performance goals, as adjusted for certain market influences related to OSB commodities, including the modification in October 2023. The performance goals and payout results for the 2021 PSUs (with the performance period beginning on January 1, 2021 and ending on December 31, 2023) are summarized below:

  52. Long-Term Equity Incentive Compensation

    | Year Granted | Performance Period | Goals | Weighting | Results ($M) | Threshold Performance Goal ($M) | Target Performance Goal ($M) | Maximum Performance Goal ($M) | % of Target Award Attained | | 2021 | 3 years | Cumulative Company Cash Flow | 100% | $3,156 | $3,062 | $3,095 | $3,129 | 100.0% |

  53. Long-Term Equity Incentive Compensation

    The overall results would have achieved a payout value equal to 200% of the target PSU award amounts based on the three-year Cumulative Company Cash Flow, as modified, exceeding the maximum performance goal by $27 million. However, as noted above, the Compensation Committee exercised negative discretion to limit the awards to 100% of the target award amount. Payout of the shares underlying the 2021 PSU awards would have been subject to adjustment (+/- 20%) to reflect LP’s three-year TSR performance relative to its capital market peer group (subject to a maximum of 200% of the target award amount) if LP’s TSR performance relative to the capital market group was lower than the 25th percentile or higher than the 75th percentile. LP’s actual TSR performance was in the 50th percentile relative to the capital market peer group described above, which would not have resulted in any adjustments to the payout of the 2021 PSU awards.

  54. SECTION V: EXECUTIVE COMPENSATION DECISIONS FOR 2024

    SECTION V: EXECUTIVE COMPENSATION DECISIONS FOR 2024 As part of the establishment of the 2024 executive compensation targets, the Compensation Committee, in collaboration with FW Cook, reviewed LP’s compensation peer group for 2023 to ensure it represented similar U.S. organizations with which LP competes for executive talent. LP’s compensation peer group for benchmarking 2024 executive compensation is described above in Section IV of the CD&A under the heading “Review of Compensation Peer Group and Survey Data for Comparison Purposes.”

  55. Annual Incentive Plan

    Annual Incentive Plan On February 8, 2024, the Compensation Committee approved the 2024 Annual Incentive Plan. For Mr. Southern, Mr. Haughie, Ms. Daniel, and Mr. Blosser, awards under the 2024 Annual Incentive Plan are based 70% on LP’s corporate financial performance and 30% on LP’s business unit financial performance. For Mr. Ringblom, awards under the 2024 Annual Incentive Plan are based 40% on LP’s corporate financial performance and 60% on executive officer-specific business unit financial performance.

  56. Long-Term Equity Incentive Compensation

    Long-Term Equity Incentive Compensation On February 8, 2024, the Compensation Committee approved long-term equity grants to the NEOs consisting of PSUs (60%) and RSUs (40%) for the CEO, and PSUs (50%) and RSUs (50%) for all other NEOs. The 2024 RSUs will vest in three equal annual installments beginning on the first anniversary of the grant date, and the 2024 PSUs will vest on the third anniversary of the grant date based on achievement of the performance goal at the end of the three-year performance period (2024-2026), in each case only if the NEO remains in continuous employment through the applicable vesting date(s) and subject to acceleration upon certain events. The 2024 PSU and RSU award agreements provide for the settlement of the awards in LP Common Stock only, and provide for double-trigger vesting in the event of a change of control, if the acquirer assumes the awards, subject to the terms and conditions set forth in such award agreements. The performance metric, approved by the Compensation Committee with respect to the three-year performance period under the 2024 PSUs is based on a three-year return on invested capital (“ROIC”), with threshold, target and maximum goals. ROIC is calculated by dividing average after-tax operating income for the performance period by the average invested capital for the performance period. If the threshold goal is met at the end of the three-year performance period, the award will be adjusted to reflect LP’s three-year TSR performance relative to a capital market peer group. This TSR modifier can increase or decrease the number of shares underlying the PSUs by up to 20%. The TSR modifier cannot cause the number of shares underling the award to exceed the maximum of 200% of the target award amount and no adjustment will be made to the payout if LP’s TSR performance relative to the capital market group is between the 25th and 75th percentile.

  57. Role of Independent Compensation Consultant

    Role of Independent Compensation Consultant The Compensation Committee selected and engaged FW Cook as its independent compensation consultant to assist in determining the appropriate executive officer compensation in 2023 and advise the Compensation Committee about its executive compensation programs and policies. At the Compensation Committee’s request, FW Cook attends committee meetings and meets with individual committee members to plan for committee meetings. In 2023, the Compensation Committee generally sought input from FW Cook on a range of factors related to LP’s compensation programs, including comparative data, competitive positioning of executive pay, plan design, long-term incentive pay practices, and market trends. FW Cook has had no other business relationship with LP and has received no payments from us other than fees for services to the Compensation Committee and the Governance Committee. See “Corporate Governance—Committees of the Board—Compensation Committee” for additional information about LP’s use of compensation consultants.

  58. Timing of Long-Term Equity Grants

    Timing of Long-Term Equity Grants LP policies require PSUs and RSUs to be valued as of their respective grant dates based upon the closing price of LP’s Common Stock on the grant date of the award. The Compensation Committee’s practice is to make equity awards at its first Compensation Committee meeting in a given year (generally in the last week of January or the first or second week of February). Compensation Committee meeting dates are set by the Compensation Committee at least one year in advance.

  59. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The table below summarizes the various elements of compensation paid to, accrued to, or earned by each of the NEOs for the three years ended December 31, 2023 (or for such shorter period that such person has been determined to be an NEO during the covered years).

  60. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3) | All Other Compensation ($)(4) | Total ($) | | W. Bradley Southern Chairperson and Chief Executive Officer | 2023 | 1,146,154 | 7,577,416 | 1,753,737 | — | 193,286 | 10,670,593 | | | 2022 | 1,121,154 | 4,681,023 | 2,650,188 | 4,318 | 225,630 | 8,682,313 | | | 2021 | 1,088,461 | 5,841,211 | 2,112,951 | 2,909 | 112,740 | 9,158,272 | | Alan J.M. Haughie Executive Vice President, Chief Financial Officer | 2023 | 643,198 | 1,766,754 | 613,044 | — | 70,367 | 3,093,363 | | | 2022 | 636,724 | 1,059,361 | 946,998 | — | 91,394 | 2,734,477 | | | 2021 | 597,563 | 1,343,258 | 721,669 | — | 47,801 | 2,710,291 | | Jason P. Ringblom Executive Vice President, General Manager, Siding | 2023 | 540,714 | 1,582,778 | 364,200 | — | 73,630 | 2,561,319 | | | 2022 | 513,542 | 852,656 | 658,657 | 1,842 | 98,839 | 2,125,535 | | | 2021 | 479,621 | 1,079,099 | 413,782 | 1,910 | 61,805 | 2,036,217 | | Nicole C. Daniel Senior Vice President, General Counsel and Corporate Secretary | 2023 | 497,961 | 803,866 | 385,079 | — | 67,976 | 1,754,883 | | | 2022 | 452,692 | 517,634 | 540,772 | — | 85,833 | 1,596,931 | | Michael W. Blosser Senior Vice President, Manufacturing Services | 2023 | 429,975 | 706,234 | 332,504 | — | 62,527 | 1,531,240 | | | 2022 | 392,441 | 459,514 | 466,940 | 9,674 | 78,145 | 1,406,714 |

  61. SUMMARY COMPENSATION TABLE

    (1) The amounts shown reflect (i) the aggregate grant date fair value (computed in accordance with FASB ASC Topic 718) of the awards of PSUs and RSUs granted under the 2022 Plan or the 2013 Plan, as applicable, for PSUs based upon the target level of achievement for 2023, 2022 and 2021 (the probable outcome of the performance conditions at the grant date and excluding the effect of estimated forfeitures), (ii) for 2021 only, the incremental fair value related to the modification made in July 2021 to the 2020 PSU awards; and (iii) for 2023 only, the incremental fair value related to the modification made in October 2023 to the 2021 PSU awards (no incremental value was associated with the modification to the 2022 PSU awards). As required by GAAP and applicable SEC rules, (x) the modification to the 2020 PSU awards resulted in incremental fair value that is reported as additional compensation in fiscal year 2021 (the year of modification), and (y) the modification to the 2021 PSU awards resulted in incremental fair value that is reported as additional compensation in fiscal year 2023 (the year of modification). The incremental fair value was calculated as of the modification date in accordance with FASB ASC Topic 718. In connection with the modification of PSU awards in October 2023, the previously recorded compensation expense for each of the original 2021 PSU awards and the original 2022 PSU awards was fully reversed and the NEOs will only realize pay related to the modified 2021 PSU awards and the modified 2022 PSU awards, respectively. The following table summarizes the elements included in the “Stock Awards” column reported for fiscal 2023:

  62. SUMMARY COMPENSATION TABLE

    | | Grant Date Fair Value of RSU Award Granted in 2023 ($) | Grant Date Fair Value of PSU Award Granted in 2023 ($)* | Incremental Fair Value of 2021 PSU Award Modified in October 2023 ($)* | Incremental Fair Value of 2022 PSU Award Modified in October 2023 ($)** | Total Stock Awards for Fiscal 2023 ($) | | W. Bradley Southern | 2,000,000 | 3,120,149 | 2,457,267 | — | 7,577,416 | | Alan J.M. Haughie | 587,500 | 611,029 | 568,226 | — | 1,766,754 | | Jason P. Ringblom | 550,000 | 572,027 | 460,751 | — | 1,582,778 | | Nicole C. Daniel | 275,468 | 286,500 | 241,898 | — | 803,866 | | Michael W. Blosser | 237,859 | 247,384 | 220,992 | — | 706,234 |

  63. SUMMARY COMPENSATION TABLE

    * Values based on the achievement of target performance levels. ** At the modification date, after taking into account the modification, none of the 2022 PSU awards were expected to vest, resulting in no incremental fair value being associated with the modification. Assuming the maximum level of performance goals were achieved, the grant date fair value for the 2023 PSU awards included in the “Stock Awards” column would be $5,752,403 for Mr. Southern; $1,126,511 for Mr. Haughie; $1,054,606 for Mr. Ringblom; $528,201 for Ms. Daniel; and $456,086 for Mr. Blosser. Assumptions used in calculating the fair value are described in Note 11 to LP’s audited financial statements included in its Annual Report on Form 10-K for the year ended on December 31, 2023, except that assumptions regarding forfeitures are ignored. Consistent with the applicable accounting standards, the grant date fair value of the PSUs reflects the market-related TSR modifier, determined using a Monte Carlo simulation model. Additional details regarding the terms of the 2023 awards granted under the 2022 Plan are described in the tables captioned “Grants of Plan-Based Awards for 2023” and “Outstanding Equity Awards at December 31, 2023” in this “Executive Compensation” section of the proxy statement. (2) The amounts shown reflect the annual cash incentive awards under the Annual Incentive Plan based on performance for the year shown and paid in the first quarter of the following year. (3) Amounts shown in this column represent the increase in the actuarial present value of benefits under LP’s Retirement Account Plan. All Retirement Account Plan liabilities to participants were substantially settled by the end of 2022. (4) Amounts shown in this column for 2023 represent the sum of the amounts attributable to perquisites, personal benefits, severance payments and other items of compensation listed in the table below. In addition to the benefits listed below, LP provided medical, vision, dental and long-term disability insurance benefits to each of the NEOs, which benefits are generally available to all of LP’s employees.

  64. SUMMARY COMPENSATION TABLE

    | | W. Bradley Southern | Alan J.M. Haughie | Jason P. Ringblom | Nicole C. Daniel | Michael W. Blosser | | Financial and Tax Planning Services Allowance(a) | $23,355 | $— | $23,355 | $23,355 | $23,355 | | Life Insurance Premiums(b) | 8,976 | 2,693 | 4,659 | 2,693 | 2,693 | | Employer Contributions to Defined Contribution Plans(c) | 160,955 | 67,674 | 45,616 | 41,928 | 35,160 | | Special Recognition Award Gift | — | — | — | — | 1,319 | | TOTAL | $193,286 | $70,367 | $73,630 | $67,976 | $62,527 |

  65. SUMMARY COMPENSATION TABLE

    (a) Certain executive officers receive a perquisite allowance used for expenses associated with financial and tax planning consulting services. (b) LP pays the annual group term life insurance premiums for coverage provided to each NEO in an amount equal to four times his or her annual base salary. (c) Represents the employer 401(k) and Profit Sharing Plan and Deferred Compensation Plan matching and spillover contributions for each NEO, which are up to 5% of such NEO’s eligible compensation.

  66. GRANTS OF PLAN-BASED AWARDS FOR 2023

    GRANTS OF PLAN-BASED AWARDS FOR 2023 The table below provides information regarding (i) annual cash incentive awards under the 2023 Annual Incentive Plan, (ii) grants of PSUs and RSUs to the NEOs in 2023 under the 2022 Plan, and (iii) modification of certain outstanding PSUs held by the NEOs in 2023.

  67. GRANTS OF PLAN-BASED AWARDS FOR 2023

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards(4) ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | W. Bradley Southern | 2/10/2023 | 690,000 | 1,380,000 | 2,760,000 | | | | | | | | | | 2/10/2023 | | | | 22,842 | 45,683 | 91,366 | | | | 3,120,149 | | | 2/10/2023 | | | | | | | 30,455 | | | 2,000,000 | | | 10/25/2023(5) | | | | 22,978 | 45,956 | 91,912 | | | | 2,457,267 | | | 10/25/2023(6) | | | | 19,677 | 39,353 | 78,706 | | | | — | | Alan J.M. Haughie | 2/10/2023 | 241,199 | 482,399 | 964,797 | | | | | | | | | | 2/10/2023 | | | | 4,473 | 8,946 | 17,892 | | | | 611,029 | | | 2/10/2023 | | | | | | | 8,946 | | | 587,500 | | | 10/25/2023(5) | | | | 5,314 | 10,627 | 21,254 | | | | 568,226 | | | 10/25/2023(6) | | | | 3,735 | 7,470 | 14,490 | | | | — | | Jason P. Ringblom | 2/10/2023 | 190,645 | 381,291 | 762,581 | | | | | | | | | | 2/10/2023 | | | | 4,188 | 8,375 | 16,750 | | | | 572,027 | | | 2/10/2023 | | | | | | | 8,375 | | | 550,000 | | | 10/25/2023(5) | | | | 4,309 | 8,617 | 17,234 | | | | 460,751 | | | 10/25/2023(6) | | | | 3,006 | 6,012 | 12,024 | | | | — | | Nicole C. Daniel | 2/10/2023 | 151,507 | 303,014 | 606,029 | | | | | | | | | | 2/10/2023 | | | | 2,097 | 4,195 | 8,389 | | | | 286,500 | | | 2/10/2023 | | | | | | | 4,195 | | | 275,468 | | | 10/25/2023(5) | | | | 2,262 | 4,524 | 9,048 | | | | 241,898 | | | 10/25/2023(6) | | | | 1,825 | 3,650 | 7,300 | | | | — | | Michael W. Blosser | 2/10/2023 | 130,822 | 261,644 | 523,289 | | | | | | | | | | 2/10/2023 | | | | 1,811 | 3,622 | 7,244 | | | | 247,384 | | | 2/10/2023 | | | | | | | 3,622 | | | 237,859 | | | 10/25/2023(5) | | | | 2,067 | 4,133 | 8,266 | | | | 220,992 | | | 10/25/2023(6) | | | | 1,620 | 3,240 | 6,480 | | | | — |

  68. GRANTS OF PLAN-BASED AWARDS FOR 2023

    (1) The amounts shown in these columns reflect threshold, target and maximum cash payouts for annual cash incentive awards under the 2023 Annual Incentive Plan. The threshold payout amount (50% of the target award amount) represents a payout based on achievement of performance goals at the threshold performance levels. The target payout amount (100% of the target award amount) represents a payout based on achievement of performance goals at the target performance levels. The maximum payout amount (200% of the target award amount) represents a payout based on achievement of performance goals at the maximum performance levels. (2) Except as disclosed in footnotes 5 and 6 below, the amounts shown in these columns reflect the threshold, target and maximum share award amounts underlying PSUs granted in 2023 under the 2022 Plan. The PSUs will vest on the third anniversary of the grant date based on achievement of the performance goal at the end of the three-year performance period, subject to acceleration upon certain events. See “Compensation of Executive Officers—Compensation Discussion and Analysis—Section IV: Elements and Philosophy of Executive Compensation—Long-Term Equity Incentive Compensation” for more information regarding the 2023 PSUs and see “Compensation of Executive Officers—Potential Payments Upon Termination of Employment or Change of Control of LP” for additional detail on acceleration of vesting terms. Prior to vesting and settlement, participants will be credited with additional PSUs equal in value to cash dividends paid on unrestricted shares of Common Stock. The amounts shown reflect shares underlying RSUs granted in 2023 under the 2022 Plan. The RSUs will vest in three equal annual installments beginning on the first anniversary of the grant date, subject to acceleration upon certain events. See “Compensation of Executive Officers— Potential Payments Upon Termination of Employment or Change of Control of LP” for additional detail on acceleration of vesting terms. Prior to vesting and settlement, participants will not have voting rights and will be credited with additional RSUs equal in value to cash dividends paid on unrestricted shares of Common Stock. (4) Except as disclosed in footnotes 5 and 6 below, the amounts shown represent the grant date fair values of the RSUs and the PSUs (computed in accordance with FASB ASC Topic 718) at the target award amounts (the probable outcome of the performance conditions at the grant date). Assumptions used in calculating the grant date fair value are described in Note 11 to LP’s audited financial statements included in LP’s Annual Report on Form 10-K for the year ended December 31, 2023, except that assumptions regarding forfeitures are ignored. Consistent with the applicable accounting standards, the grant date fair value of the PSUs reflects the market-related TSR modifier, determined using a Monte Carlo simulation model. (5) On October 25, 2023, the Compensation Committee approved a modification to the methodology used to calculate the performance vesting criteria for the PSUs granted in 2021 under the 2013 Plan. The modification date is reflected in this “Grant Date” column. The amounts shown in the “Estimated Future Payouts Under Equity Incentive Plan Awards” columns reflect the threshold, target and maximum share award amounts underlying the 2021 PSUs. The 2021 PSUs vested on February 12, 2024, the third anniversary of the original grant date, based on achievement of the performance goal at the end of the three-year performance period. The amounts shown in the “Grant Date Fair Value” column represent the incremental fair value of the 2021 PSUs, as a result of the above-described modification to the methodology used to calculate the performance vesting criteria for such PSUs, calculated in accordance with FASB ASC Topic 718. See “Compensation of Executive Officers—Compensation Discussion and Analysis—Section IV: Elements and Philosophy of Executive Compensation—Long-Term Equity Incentive Compensation— Modification of 2021 PSU Awards and 2022 PSU Awards—2021 PSU Awards” for further information related to the modification of our 2021 PSUs. On October 25, 2023, the Compensation Committee approved a modification to the methodology used to calculate the performance vesting criteria for the PSUs granted in 2022 under the 2013 Plan. The modification date is reflected in this “Grant Date” column. The amounts shown in the “Estimated Future Payouts Under Equity Incentive Plan Awards” columns reflect the threshold, target and maximum share award amounts underlying the 2022 PSUs. The 2022 PSUs will vest on the third anniversary of the original grant date based on achievement of the performance goal at the end of the three-year performance period, subject to acceleration upon certain events. At the modification date, after taking into account the modification, none of the 2022 PSUs were expected to vest, resulting in no incremental fair value being associated with the modification, as reflected in the “Grant Date Fair Value” column. See “Compensation of Executive Officers—Compensation Discussion and Analysis—Section IV: Elements and Philosophy of Executive Compensation—Long-Term Equity Incentive Compensation—Modification of 2021 PSU Awards and 2022 PSU Awards—2022 PSU Awards” for further information related to the modification of our 2022 PSUs.

  69. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023

    OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023 The table below provides information regarding SSARs, PSUs and RSUs held by the NEOs at December 31, 2023.

  70. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023

    | | Option Awards(1) | | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Grant Date | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(2) (#) | Market Value of Shares or Units of Stock That Have Not Vested(3) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(4) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(3) ($) | | W. Bradley Southern | 22,727 | — | — | 17.04 | 2/5/2015 | 2/5/2025 | 64,096 | 4,539,918 | 139,303 | 9,866,802 | | | 28,612 | — | — | 15.74 | 2/4/2016 | 2/4/2026 | | — | — | — | | | 53,491 | — | — | 19.14 | 2/2/2017 | 2/2/2027 | — | — | — | — | | Alan J.M. Haughie | — | — | — | — | — | — | 17,918 | 1,269,129 | 30,550 | 2,163,883 | | | — | — | — | — | — | — | — | — | — | — | | Jason P. Ringblom | — | — | — | — | — | — | 15,637 | 1,107,588 | 25,318 | 1,793,309 | | | — | — | — | — | — | — | — | — | — | — | | Nicole C. Daniel | — | — | — | — | — | — | 8,344 | 590,973 | 13,444 | 952,256 | | | — | — | — | — | — | — | — | — | — | — | | Michael W. Blosser | 7,500 | — | — | 17.04 | 2/5/2015 | 2/5/2025 | 7,256 | 513,913 | 12,127 | 858,928 | | | 10,944 | — | — | 15.74 | 2/4/2016 | 2/4/2026 | — | — | — | — | | | 6,493 | — | — | 19.14 | 2/2/2017 | 2/2/2027 | — | — | — | — |

  71. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023

    (1) Represents grants of SSARs. (2) Reports the number of shares underlying outstanding RSU awards. Unvested RSUs held by LP’s NEOs at December 31, 2023 will vest in the amounts and on the dates shown below, subject to the NEO remaining in continuous employment with us:

  72. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023

    | | 2/10/2024 | 2/12/2024 | 2/10/2025 | 2/10/2026 | Total | | W. Bradley Southern* | 19,030 | 15,416 | 19,333 | 10,317 | 64,096 | | Alan J.M. Haughie | 5,598 | 3,692 | 5,598 | 3,031 | 17,918 | | Jason P. Ringblom | 4,903 | 2,994 | 4,903 | 2,837 | 15,637 | | Nicole C. Daniel | 2,676 | 1,572 | 2,674 | 1,421 | 8,344 | | Michael W. Blosser* | 2,303 | 1,386 | 2,340 | 1,227 | 7,256 |

  73. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023

    * Amounts presented are net of shares withheld to cover FICA tax liability to the extent that Mr. Southern and Mr. Blosser met retirement criteria under the related award agreements as of December 31, 2021, December 31, 2022 and December 31, 2023. (3) Calculated based on the closing price of the Common Stock on the NYSE on December 29, 2023 of $70.83 per share. Reports the number of shares underlying outstanding PSU awards based on our actual performance results through December 31, 2023 under the applicable performance metrics and assuming that the payout will occur at the next highest level (threshold, target, or maximum), as follows: (i) PSUs granted in 2021 are reported at the maximum performance level (200%), and (ii) PSUs granted in 2022 and 2023 are reported at the threshold performance level (50%). These PSUs will vest in the amounts and on the dates shown below, subject to the NEOs remaining in continuous employment with us and achievement of the relevant performance goals:

  74. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023

    | | 2/12/2024* | 2/10/2025 | 2/10/2026 | Total | | W. Bradley Southern | 95,804 | 20,284 | 23,215 | 139,303 | | Alan J.M. Haughie | 22,154 | 3,850 | 4,546 | 30,550 | | Jason P. Ringblom | 17,964 | 3,099 | 4,256 | 25,318 | | Nicole C. Daniel | 9,431 | 1,881 | 2,132 | 13,444 | | Michael W. Blosser | 8,616 | 1,670 | 1,841 | 12,127 |

  75. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023

    * The unvested 2021 PSU awards are reported in this table at the maximum performance level (200%) in accordance with SEC rules, as described above. While the target performance goal for the 2021 PSU awards was exceeded based on LP’s actual performance during the performance period ending December 31, 2023, payout of such awards was capped at 100% of the target award amount due to the Compensation Committee’s exercise of negative discretion in connection with the October 2023 modification of such awards.

  76. OPTION EXERCISES AND STOCK VESTED IN 2023

    OPTION EXERCISES AND STOCK VESTED IN 2023 The following table provides information regarding the exercise of SSARs and the vesting of PSUs and RSUs with respect to LP’s NEOs during 2023.

  77. OPTION EXERCISES AND STOCK VESTED IN 2023

    | | Option Awards(1) | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | W. Bradley Southern | 22,259 | 1,007,220 | 165,811 | 10,952,645 | | Alan J.M. Haughie | — | — | 38,427 | 2,538,186 | | Jason P. Ringblom | — | — | 30,333 | 2,003,514 | | Nicole C. Daniel | — | — | 14,304 | 944,599 | | Michael W. Blosser | 9,349 | 424,258 | 12,912 | 852,571 |

  78. OPTION EXERCISES AND STOCK VESTED IN 2023

    Represents SSARs.

  79. NONQUALIFIED DEFERRED COMPENSATION FOR 2023

    NONQUALIFIED DEFERRED COMPENSATION FOR 2023 The following table summarizes information regarding participation by the NEOs in LP’s Deferred Compensation Plan.

  80. NONQUALIFIED DEFERRED COMPENSATION FOR 2023

    | Name | Executive Contributions in 2023 ($)(1) | Registrant Contributions in 2023 ($) | Aggregate Earnings in 2023 ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at December 31, 2023 ($) | | W. Bradley Southern | — | 146,455 | 39,981 | — | 558,154 | | Alan J.M. Haughie | — | 52,670 | 10,452 | — | 145,424 | | Jason P. Ringblom | — | 31,116 | 36,400 | — | 150,026 | | Nicole C. Daniel | — | 27,428 | 9,858 | — | 68,865 | | Michael W. Blosser | 14,008 | 19,899 | 89,848 | — | 459,375 |

  81. NONQUALIFIED DEFERRED COMPENSATION FOR 2023

    (1) Amounts shown in this column are also included in the “Salary” column of the “Summary Compensation Table” above. All employees who are in LP’s top two levels of management (as noted above) and participate in the profit-sharing component of the 401(k) and Profit Sharing Plan are automatically participants in the Deferred Compensation Plan. Key features of the Deferred Compensation Plan include: » Deferrals. The Deferred Compensation Plan permits deferrals of up to 90% of a participant’s base salary and annual bonuses. » Matching Contributions by LP. The Deferred Compensation Plan requires matching contributions by LP equal to 5% of the participating employee’s deferral contributions. » Supplemental Credit. LP credits each participating employee’s Deferred Compensation Plan account with the amount that would have been contributed under the profit sharing component of the 401(k) and Profit Sharing Plan, if limits imposed under the Internal Revenue Code did not apply. » Make-up Credit. LP credits each participating employee’s Deferred Compensation Plan account with the amount that would have been contributed under the profit sharing component of LP’s 401(k) and Profit Sharing Plan, had the participant not deferred compensation to the Deferred Compensation Plan. » Vesting. Participants are immediately vested in credits for their deferral contributions and related earnings. Participants are vested in their rights to LP’s matching contributions and related earnings after two years of service to LP and are vested in their rights to supplemental and make-up credits and related earnings in accordance with the vesting schedule of the profit sharing component of the 401(k) and Profit Sharing Plan. Participants will also become vested in LP’s matching contributions, supplemental credits, and make-up credits upon reaching age 65 or immediately upon death, disability, or a termination of employment for any reason within 24 months following a change of control of LP. » Form of Payment. If a participant’s employment with LP is terminated for any reason, the participant is entitled to receive his or her vested Deferred Compensation Plan account balances, either in a lump sum or in annual payments over a period of up to 15 years as designated by the participant. However, to be eligible for the annual payment form of distribution, the participant’s balances must exceed $25,000 in accordance with the terms and conditions set forth in the Deferred Compensation Plan. In addition, a participant is permitted to designate a distribution date (either after termination of employment or while employed) which must be at least two years after the beginning of the deferral period to which that designation relates. Participants may also receive distributions prior to termination, in the event of emergencies or as otherwise specified in the Deferred Compensation Plan. Earnings on Account Balances. Amounts credited to participants’ Deferred Compensation Plan accounts are adjusted to reflect amounts of income, gain or loss, as if the amounts held in such accounts had been invested in investment funds designated under the Deferred Compensation Plan and selected by the participants. The following table shows investment choices made by participants for the purpose of valuing their contribution credits in the Deferred Compensation Plan as of December 31, 2023 and annualized returns for each investment choice for 2023:

  82. NONQUALIFIED DEFERRED COMPENSATION FOR 2023

    | Fund | Performance | | Vanguard Institutional Index | 26.2% | | T Rowe Price GS | 45.3% | | T Rowe Price MC VI | 18.7% | | T Rowe Price MC Gr | 20.1% | | DFA US Small Cap | 17.6% | | Vanguard Tot I S | 15.5% | | MetWest: Total Trn | 15.0% | | Vanguard Tot Bd | 5.7% | | Vanguard Infl-Prot | 3.8% | | TRP Retirement 2005 | 11.9% | | TRP Retirement 2010 | 12.5% | | TRP Retirement 2015 | 13.1% | | TRP Retirement 2020 | 13.6% | | TRP Retirement 2025 | 14.7% | | TRP Retirement 2030 | 16.5% | | TRP Retirement 2035 | 18.5% | | TRP Retirement 2040 | 19.9% | | TRP Retirement 2045 | 20.8% | | TRP Retirement 2050 | 21.1% | | TRP Retirement 2055 | 21.2% | | TRP Retirement 2060 | 21.2% | | TRP Retirement 2065 | 21.2% | | T Rowe Price Stable Value | 2.6% | | T Rowe Price Trs Mny | 4.9% |

  83. POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE OF CONTROL OF LP

    POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE OF CONTROL OF LP This section describes, and sets forth quantitative disclosure with respect to, payments and benefits to which our NEOs would have been entitled if their employment had terminated or if LP experienced a change of control on December 29, 2023, the last business day of LP’s last completed fiscal year, under various circumstances. Each NEO is party to a severance agreement (each, a “Severance Agreement”) and a change of control employment agreement (each, a “CoC Agreement”) with LP. Upon a termination event, and as a condition to receiving the severance or change of control compensation under the Severance Agreements or the CoC Agreements, as applicable, the NEOs are required to timely sign and not revoke a customary release of claims in favor of LP. The Severance Agreements also impose on the NEOs customary confidentiality, intellectual property and mutual non-disparagement restrictive covenants, as well as non-competition and non-solicitation obligations that extend for 24 months (for the CEO) or 18 months (for the other NEOs) after termination (the “Restrictive Covenants”). If an NEO experiences a termination of employment that entitles the NEO to compensation or benefits under a CoC Agreement, then the NEO will not be entitled to any compensation or benefits under the NEO’s Severance Agreement, the term of the NEO’s Severance Agreement will immediately cease and the Restrictive Covenants will no longer apply. The compensation and benefits payable under the NEO’s CoC Agreement also apply in lieu of those payable under the NEO’s Severance Agreement if an NEO’s employment is terminated prior to a change of control of LP and the NEO can reasonably show that such termination is (i) connected to an impending change of control or (ii) at the request of a third party who has taken steps reasonably calculated to effect a change of control. As used herein, the terms “cause,” “good reason,” “retirement,” “disability” and “change of control” have the meanings assigned to such terms in the relevant agreements or plans governing the described payments or benefits. Payments in connection with termination of an NEO by LP or its successor without cause or by the NEO for good reason following a change of control apply if such termination occurs (i) within three years after such change of control, with respect to payments made pursuant to the COC Agreement, and (ii) within 12 months after such change of control, with respect to payments made in respect of the 2022 and 2023 RSU and PSU awards. The following table describes the payments and benefits that would have been received by an NEO, or his or her estate, if such NEO’s employment is terminated or if LP experiences a change of control under the following circumstances: — termination of the NEO by LP for cause or by the NEO without good reason; — termination of the NEO by LP without cause or by the NEO for good reason; — death or disability of the NEO; — termination of the NEO by LP or its successor without cause or by the NEO for good reason within 12 months following a change of control of LP; — change of control of LP not resulting in a termination of the NEO; and — retirement of the NEO.

  84. POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE OF CONTROL OF LP

    | Termination Event | Base Salary & Annual Cash Incentive | Benefits Program & Other Benefits | Long-Term Equity Incentives | | Termination by LP for Cause or by the NEO Without Good Reason | » Any earned but unpaid base salary and accrued vacation pay through the termination date | » Any amounts or benefits required to be paid or provided or which the NEO is eligible to receive under any plan, program, policy or practice or contract or agreement of LP, including any vested account balance under LP’s Deferred Compensation Plan | » RSUs: All are forfeited » PSUs: All are forfeited » SSARs: Remain exercisable for five days after termination | | Termination by LP Without Cause or by the NEO for Good Reason | » Any earned but unpaid base salary and accrued vacation pay through the termination date » A pro-rata amount of the target annual cash incentive award under the Annual Incentive Plan for the year in which the termination occurred » An amount equal to two (for the CEO) or one and a half (for the other NEOs) multiplied by the sum of (a) the NEO’s annual base salary, plus (b) the NEO’s target annual cash incentive | » Any amounts or benefits required to be paid or provided or which the NEO is eligible to receive under any plan, program, policy or practice or contract or agreement of LP, including any vested account balance under LP’s Deferred Compensation Plan » Reimbursement for COBRA payments for up to 24 months (for the CEO) or 18 months (for the other NEOs) after the termination date » Outplacement services for up to 24 months (for the CEO) or 18 months (for the other NEOs) after the termination date in an amount up to $10,000 | » RSUs: Immediate vesting in full » PSUs: Pro-rata vesting based on the number of days employed during the performance period, calculated using the amount of the original award that would have vested following the end of the performance period based on actual performance » SSARs granted in 2015: Remain exercisable for 30 days following termination unless NEO has (a) attained the age of 55, and (b) completed five years of service, in which case the SSARs remain exercisable for 10 years from the grant date |

  85. POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE OF CONTROL OF LP

    | Termination Event | Base Salary & Annual Cash Incentive | Benefits Program & Other Benefits | Long-Term Equity Incentives | | Death or Disability | » Any earned but unpaid base salary and accrued vacation pay through the termination date » A pro-rata amount of the target annual cash incentive award under the Annual Incentive | » Any amounts or benefits required to be paid or provided or which the NEO is eligible to receive under any plan, program, policy or practice or contract or agreement of LP, including any vested account balance under LP’s Deferred Compensation Plan » Long-term disability and life insurance benefits | » RSUs: » 2021 & 2022 RSUs: Immediate pro-rata vesting based on the number of months employed through the termination date » 2023 RSUs: Immediate vesting in full » PSUs: » 2021 & 2022 PSUs: Immediate pro-rata vesting of the target award based on the number of months employed during the performance period; provided, that if the termination occurs after the end of the performance period, PSUs would vest in an amount equal to the number of performance shares that would have been paid in accordance with the original terms of the PSUs as if the NEO had remained continuously employed through the vesting date » 2023 PSUs: Immediate vesting of the target award; provided, that if the termination occurs after the last day of the performance period, PSUs would vest in an amount equal to the number of performance shares that would have been paid in accordance with the original terms of the PSUs as if the NEO had remained continuously employed through the vesting date » SSARs: » SSARs granted in 2015: Remain exercisable until the earlier of (a) one year after the NEO’s termination due to death or disability, or (b) 10 years from the grant date |

  86. POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE OF CONTROL OF LP

    | Termination Event | Base Salary & Annual Cash Incentive | Benefits Program & Other Benefits | Long-Term Equity Incentives | | | | | » SSARs granted in 2016 and 2017: Remain exercisable until the earlier of (a) one year after the NEO’s death, or (b) 10 years from the grant date | | Termination by LP or its Successor Without Cause or by the NEO for Good Reason Following a Change of Control | » Any earned but unpaid base salary and accrued vacation pay through the termination date » A pro-rata amount of the target annual cash incentive award under the Annual Incentive Plan of the year in which the change of control occurred » An amount equal to three times the sum of the NEO’s (a) annual base salary, plus (b) target annual cash incentive award under the Annual Incentive Plan » Interest on the amounts listed above from the termination date through the payment date | » An amount equal to 36 months cash value of LP’s welfare benefit plans » Outplacement services for 12 months after the termination date in an amount up to 10% of the NEO’s annual base salary » Any other amounts or benefits required to be paid or provided or which the NEO is eligible to receive under any plan, program, policy or practice or contract or agreement of LP, including any vested account balance under LP’s Deferred Compensation Plan | » RSUs: » 2021 RSUs: Immediate vesting in full upon change of control » 2022 & 2023 RSUs: » Awards Assumed by Successor: Immediate vesting in full upon termination of the NEO » Awards Not Assumed by Successor: Immediate vesting in full prior to change of control » PSUs: » 2021 PSUs: Immediate vesting of target award upon change of control; provided, that if the change of control occurs after the end of the performance period, PSUs vest in an amount equal to the number of performance shares that would have been paid in accordance with the original terms of the PSUs as if the NEO had remained continuously employed through the vesting date » 2022 & 2023 PSUs: » Awards Assumed by Successor: Immediate vesting upon termination of the NEO in an amount equal to the number of shares that would have been earned if the NEO had maintained employment from the grant date until the original vesting date, determined as if the end date of the performance period were the date of the change of control and |

  87. POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE OF CONTROL OF LP

    | Termination Event | Base Salary & Annual Cash Incentive | Benefits Program & Other Benefits | Long-Term Equity Incentives | | | | | after the performance objectives have been adjusted to account for such shortened performance period, as determined by the administrator of the 2013 Plan or 2022 Plan, as applicable, in its sole discretion (the “adjusted award”); provided, that if the change of control occurs after the end of the performance period, PSUs vest in an amount equal to the number of performance shares that would have been earned on the original vesting date » Awards Not Assumed by Successor: Immediate vesting upon change of control (a) based on actual performance if such change of control occurs after the last day of the applicable performance period, or (b) in amount equal to the greater of (1) the target award, and (2) the adjusted award » SSARs granted in 2015: Remain exercisable for 30 days following termination unless NEO has (a) attained the age of 55, and (b) completed five years of service, in which case the SSARs remain exercisable for 10 years from the grant date | | Change of Control Not Resulting in Termination | » Annual base salary in an amount equal to at least 12 times the NEO’s highest monthly base salary paid during the 12 months immediately preceding the month of the consummation of such change of control » Annual cash bonus in an amount at least equal to the NEO’s target bonus for the year in which the change of control occurs | » Participation in all incentive, savings and retirement plans, welfare benefit programs and fringe benefits » Reimbursement for reasonable expenses per LP’s policies » Same/larger office size and support staff » Paid vacation available to other peer executive | » RSUs: » 2021 RSUs: Immediate vesting in full upon change of control » 2022 & 2023 RSUs: » Awards Assumed by Successor: Vest in accordance with their original vesting schedule |

  88. POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE OF CONTROL OF LP

    | Termination Event | Base Salary & Annual Cash Incentive | Benefits Program & Other Benefits | Long-Term Equity Incentives | | | | officers on, generally, at least as favorable terms as those in place during the 120-day period immediately preceding the change of control | » Awards Not Assumed by Successor: Immediate vesting in full prior to change of control » PSUs: » 2021 PSUs: Immediate vesting of target award upon change of control; provided, that if the change of control occurs after the end of the performance period, PSUs vest in an amount equal to the number of performance shares that would have been paid in accordance with the original terms of the PSUs as if the NEO had remained continuously employed through the vesting date » 2022 & 2023 PSUs: » Awards Assumed by Successor: Vest in accordance with their original vesting schedule in the amount of the adjusted award; provided, that if the change of control occurs after the end of the performance period, PSUs vest in an amount equal to the number of performance shares that would have been paid in accordance with the original terms of the PSUs » Awards Not Assumed by Successor: Immediate vesting upon change of control (a) based on actual performance if such change of control occurs after the last day of the applicable performance period, or (b) in amount equal to the greater of (1) the target award, and (2) the adjusted award |

  89. POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE OF CONTROL OF LP

    | Termination Event | Base Salary & Annual Cash Incentive | Benefits Program & Other Benefits | Long-Term Equity Incentives | | Retirement | » Any earned but unpaid base salary and accrued vacation pay through the termination date » A pro-rata amount of the target annual cash incentive award under the Annual Incentive Plan for the year in which the termination occurred | » Any other amounts or benefits required to be paid or provided or which the NEO is eligible to receive under any plan, program, policy or practice or contract or agreement of LP, including any vested account balance under LP’s Deferred Compensation Plan | » RSUs: » 2021 & 2022 RSUs: » If retirement occurs on or after the first anniversary of the award grant date: Immediate pro-rata vesting based on the number of months employed between the applicable grant date and retirement » If retirement occurs prior to the first anniversary of award grant date: All are forfeited » 2023 RSUs: » If retirement occurs on or after the first anniversary of the award grant date: Immediate vesting in full » If retirement occurs prior to the first anniversary of award grant date: All are forfeited » PSUs: » If retirement occurs on or after the first anniversary of the award grant date: PSUs will vest following the NEO’s retirement, on the original vesting date, in an amount equal to the number of performance shares that would have been paid in accordance with the original terms of the PSUs as if the NEO had remained continuously employed through the vesting date » If retirement occurs prior to the first anniversary of award grant date: All are forfeited |

  90. POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE OF CONTROL OF LP

    The following table sets forth, for each NEO, quantitative disclosure regarding estimated payments and other benefits that would have been received by the NEO, or his or her estate, if such NEO’s employment had terminated or if LP had experienced a change of control on December 29, 2023, under the circumstances described above.

  91. POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE OF CONTROL OF LP

    | Name | Triggering Event | Payments Earned but Unpaid(1) | Severance Payments | Equity Awards(2) | Other Benefits(3) | Total | | W. Bradley Southern | Termination by LP for Cause or by the NEO Without Good Reason | $110,577 | — | — | $558,154 | $668,731 | | | Termination by LP Without Cause or by the NEO for Good Reason | $1,490,577(4) | $5,096,477(5) | $10,575,022(6) | $568,154(7) | $17,730,229 | | | Death or Disability | $1,490,577(4) | — | $12,445,668(8) | $558,154 | $14,494,399 | | | Termination Following a Change of Control(11) | $1,490,577(4) | $7,673,310(9) | $14,094,839(8) | $673,154(14) | $23,931,880 | | | Change of Control Not Resulting in Termination | — | — | $14,094,839(8)(12) | — | $14,094,839 | | | Retirement | $1,490,577(4)(13) | — | $8,270,507(6)(10) | $558,154 | $10,319,238 | | Alan J.M. Haughie | Termination by LP for Cause or by the NEO Without Good Reason | $49,477 | — | — | $145,424 | $194,901 | | | Termination by LP Without Cause or by the NEO for Good Reason | $531,875(4) | $1,736,085(5) | $2,555,566(6) | $155,424(7) | $4,978,950 | | | Death or Disability | $531,875(4) | — | $2,892,118(8) | $145,424 | $3,569,417 | | | Termination Following a Change of Control(11) | $531,875(4) | $3,485,010(9) | $3,243,147(8) | $209,744(14) | $7,469,775 | | | Change of Control Not Resulting in Termination | — | — | $3,243,147(8)(12) | — | $3,243,147 | | | Retirement | $49,477 | — | — | $145,424 | $194,901 | | Jason P. Ringblom | Termination by LP for Cause or by the NEO Without Good Reason | $52,375 | — | — | $150,026 | $202,401 | | | Termination by LP Without Cause or by the NEO for Good Reason | $433,666(4) | $1,432,410(5) | $2,172,442(6) | $160,026(7) | $4,198,545 | | | Death or Disability | $433,666(4) | — | $2,502,781(8) | $150,026 | $3,086,473 | | | Termination Following a Change of Control(11) | $433,666(4) | $2,874,771(9) | $2,785,646(8) | $204,496(14) | $6,298,580 | | | Change of Control Not Resulting in Termination | — | — | $2,785,646(8)(12) | — | $2,785,646 | | | Retirement | $52,375 | — | — | $150,026 | $202,401 | | Nicole C. Daniel | Termination by LP for Cause or by the NEO Without Good Reason | $38,848 | — | — | $68,865 | $107,713 | | | Termination by LP Without Cause or by the NEO for Good Reason | $341,862(4) | $1,255,480(5) | $1,168,389(6) | $78,865(7) | $2,844,597 | | | Death or Disability | $341,862(4) | — | $1,325,628(8) | $68,865 | $1,736,355 | | | Termination Following a Change of Control(11) | $341,862(4) | $2,520,602(9) | $1,493,474(8) | $119,367(14) | $4,475,306 | | | Change of Control Not Resulting in Termination | — | — | $1,493,474(8)(12) | — | $1,493,474 | | | Retirement | $38,848 | — | — | $68,865 | $107,713 | | Michael W. Blosser | Termination by LP for Cause or by the NEO Without Good Reason | $41,930 | — | — | $459,375 | $501,305 | | | Termination by LP Without Cause or by the NEO for Good Reason | $303,575(4) | $1,073,935(5) | $1,032,619(6) | $469,375(7) | $2,879,504 | | | Death or Disability | $303,575(4) | — | $1,167,060(8) | $459,375 | $1,930,010 | | | Termination Following a Change of Control(11) | $303,575(4) | $2,156,422(9) | $1,316,362(8) | $502,983(14) | $4,279,341 | | | Change of Control Not Resulting in Termination | — | — | $1,316,362(8)(12) | — | $1,316,362 | | | Retirement | $303,575(4)(13) | — | $754,525(6)(10) | $459,375 | $1,517,475 |

  92. POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE OF CONTROL OF LP

    (1) Includes accrued but unpaid vacation based on the maximum allowed amount of 200 hours for each NEO with the exception of Mr. Haughie and Ms. Daniel whose limit is 160 hours based on their hire date, because the NEOs currently have balances greater than the maximum. This payment would be made in a lump sum. Assumes that there is no earned but unpaid 2023 base salary at December 29, 2023. (2) Calculated based on the closing price of the Common Stock on the NYSE on December 29, 2023 of $70.83 per share. PSUs were calculated assuming payout at target award amount (100%). Includes vested account balance under LP’s Deferred Compensation Plan. This payment would be made in accordance with the NEO’s distribution selection under such plan. Includes a pro-rata amount of the target annual cash incentive award under the 2023 Annual Incentive Plan. This payment would be made in a lump sum. (5) Includes (a) a cash amount equal to two (for the CEO) or one and a half (for the other NEOs) multiplied by the sum of (x) the NEO’s annual base salary, plus (y) the NEO’s target annual cash incentive, and (b) a reimbursement for COBRA payments for 24 months (for the CEO) or 18 months (for the other NEOs) after the termination date. The value of COBRA reimbursements was determined based on (i) current COBRA coverage rates for 2024-2025, and (ii) LP’s current costs of providing coverage at the coverage levels in effect for the NEO immediately prior to December 29, 2023. This payment would be made in a lump sum. (6) Payment of the RSUs would be made as soon as practicable after termination and payment of the PSUs would be made following the end of the applicable performance period and certification of the performance results, at the times specified in the related award agreements. (7) Includes outplacement services valued at $10,000. (8) Payments would be made in accordance with the related award agreements. (9) Includes (a) an amount equal to three times the sum of the NEO’s (x) annual base salary, plus (y) target annual cash incentive award under the Annual Incentive Plan, and (b) an amount equal to 36 months’ cash value of LP’s welfare benefit plans, with the cash value of LP’s welfare benefit plans being determined as the estimated cost of continuing health, disability and life insurance coverage and other welfare benefits to the NEO and his or her family at the same level as in place at December 29, 2023, for a three-year period. This payment would be made in a lump sum. (10) As of December 29, 2023, only Mr. Southern and Mr. Blosser were retirement-eligible pursuant to the terms of the award agreements for outstanding RSUs and PSUs awards granted under the 2013 Plan and the 2022 Plan. Excludes 2023 RSUs and 2023 PSUs, as such awards would have been forfeited with retirement occurring within one year of their respective grant dates. (11) Assumes the employment of the NEO is terminated by LP or its successor without cause or by the NEO for good reason within 12 months following a change of control of LP. (12) Assumes equity awards were not assumed in connection with the change of control. (13) As of December 29, 2023, only Mr. Southern and Mr. Blosser were retirement-eligible pursuant to the terms of the Annual Incentive Plan. (14) Includes outplacement services valued at 10% of the NEO’s annual base salary.

  93. CEO PAY RATIO

    CEO PAY RATIO For the 2023 fiscal year, the ratio of the annual total compensation of W. Bradley Southern, LP’s CEO (“CEO Compensation”), to the median of the annual total compensation of all of LP’s employees and those of its consolidated subsidiaries other than its CEO (“Median Annual Compensation”) was 141 to 1. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K using the data and assumptions summarized below. In this summary, the employee who received such Median Annual Compensation is referred to as the “Median Employee.” For purposes of this disclosure, the date used to identify the Median Employee was October 1, 2023 (the “Determination Date”). CEO Compensation for purposes of this disclosure was $10,670,593 and represents the total compensation reported for Mr. Southern under the “Summary Compensation Table” for 2023. $2,457,267 of the total compensation reported for Mr. Southern in 2023 represented the incremental fair value of the modification of his 2021 PSU award made in October 2023, as discussed above. For purposes of this disclosure, Median Annual Compensation was $75,561, and was calculated by totaling for LP’s Median Employee all applicable elements of compensation for 2023 in accordance with Item 402(c)(2)(x) of Regulation S-K plus personal benefits and compensation under non-discriminatory benefit plans otherwise not reportable under this Item. The Compensation Committee did not make any cost-of-living adjustments in identifying the Median Employee. As previously disclosed, to identify the Median Employee, the Compensation Committee first determined LP’s employee population as of the Determination Date. LP had 4,118 employees (other than the CEO), representing all full-time, part-time, seasonal and temporary employees of LP and its consolidated subsidiaries as of the Determination Date. This amount excluded independent contractors and “leased” workers, as permitted by the applicable SEC rules. Of LP’s 4,118 total employees, approximately 66% were in the United States, 19% were in Canada, 9% were in Chile and 5% were in Brazil. A total of 14 employees (less than 1%) were in Peru, Mexico, Argentina, Colombia and Paraguay, and the Compensation Committee chose to exclude these 14 employees in determining LP’s Median Employee, as permitted under the de minimis exemption to Item 402(u) of Regulation S-K. The Compensation Committee used LP’s number of total employees (4,118) in making its de minimis calculation. Under the relevant rules, we were required to identify the Median Employee by use of a “consistently applied compensation measure.” Thus, the Compensation Committee measured compensation for the period beginning on January 1, 2023, and ending on September 30, 2023, for 4,118 employees (after the permitted exclusions noted above). This compensation measurement was calculated by totaling, for each employee, salary as shown in LP’s payroll records for the first nine months of 2023. A portion of LP’s employee workforce (full-time and part-time) worked for less than the full fiscal year due to commencing employment after the beginning of the fiscal year. In determining the Median Employee, the Compensation Committee did not annualize the total compensation for such individuals.

  94. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The table below summarizes the compensation actually paid to each of the listed NEOs and company financial performance measures for the four years ended December 31, 2023.

  95. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(2)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually paid to Non-PEO NEOs(2)(3) ($) | Value of Initial Fixed $100 Investment Based on:(4) | | Net Income ($ Million) | Company Adjusted EBITDA ($ Million) | | | | | | | Company TSR ($) | Peer Group TSR ($) | | | | 2023 | 10,670,593 | 10,495,230 | 2,235,201 | 2,272,644 | 253.70 | 172.49 | 178 | 478 | | 2022 | 8,682,313 | (7,732,568) | 2,042,305 | (224,312) | 208.61 | 137.88 | 1,083 | 1,389 | | 2021 | 9,158,272 | 34,346,704 | 1,943,418 | 5,334,446 | 272.24 | 180.45 | 1,373 | 1,877 | | 2020 | 7,381,365 | 8,389,602 | 1,577,268 | 1,673,812 | 127.73 | 124.52 | 497 | 757 |

  96. PAY VERSUS PERFORMANCE

    (1) W. Bradley Southern is our principal executive officer (“PEO”) for each year presented. The individuals comprising the Non-PEO NEOs for each presented year are listed below.

  97. PAY VERSUS PERFORMANCE

    | 2023 | 2022 | 2021 and 2020 | | Alan J.M. Haughie | Alan J.M. Haughie | Alan J.M. Haughie | | Jason P. Ringblom | Jason P. Ringblom | Jason P. Ringblom | | Nicole C. Daniel | Nicole C. Daniel | Neil Sherman | | Michael W. Blosser | Michael W. Blosser | Michael J. Sims | | | Robin H. Everhart | |

  98. PAY VERSUS PERFORMANCE

    (2) The amounts shown for “Compensation Actually Paid” were calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by LP’s NEOs. These amounts reflect the total compensation reported in the “Summary Compensation Table” with certain adjustments as described in footnote 3 below. “Compensation Actually Paid” for 2023 reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718 using the same assumption methodologies used to calculate the grant date fair value of awards for purposes of the Summary Compensation Table. At the grant date for each PSU award, the relevant performance metrics are assumed to be achieved at the target level (100% of the target award amount). The fair value of unvested PSUs for each year used in the calculation of “Compensation Actually Paid” is based on the probable outcome of the applicable performance conditions as of the last day of the fiscal year. As of December 31, 2023, the fair value of the unvested PSUs changed from the grant date primarily due to the change in stock price and our probable performance based on the performance metrics applicable to those PSUs awards. As of December 31, 2023, the 2021 PSUs were expected to vest at the target award amount as a result of the October 2023 modification to the methodology used to calculate the performance vesting criteria for such PSUs (described above) and none of the 2022 PSUs and 2023 PSUs were expected to vest. The amounts in the “Exclusion of Stock Awards” columns are based on the totals from the “Stock Awards” column set forth in the “Summary Compensation Table.”

  99. PAY VERSUS PERFORMANCE

    | Summary Compensation Table Total for PEO ($) | Deduct Change in Pension Value for PEO ($) | Pension Benefits Adjustments for PEO ($) | Exclusion of Stock Awards for PEO ($) | Inclusion of Equity Values for PEO ($) | Compensation Actually Paid to PEO ($) | | 10,670,593 | — | — | (7,577,416) | 7,402,053 | 10,495,230 |

  100. PAY VERSUS PERFORMANCE

    | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Deduct Change in Pension Value for Non-PEO NEOs ($) | Pension Benefits Adjustments for Non-PEO NEOs ($) | Exclusion of Stock Awards for Non-PEO NEOs ($) | Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2,235,201 | — | — | (1,214,908) | 1,252,351 | 2,272,644 |

  101. PAY VERSUS PERFORMANCE

    The amounts in the “Inclusion of Equity Values” in the tables above are derived from the amounts set forth in the following tables:

  102. PAY VERSUS PERFORMANCE

    | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) | Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Included for PEO ($) | Total– Inclusion of Equity Values for PEO ($) | | 2,157,128 | 3,537,303 | — | 1,518,131 | — | 189,491 | 7,402,053 |

  103. PAY VERSUS PERFORMANCE

    | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Included for Non-PEO NEOs ($) | Total–Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 445,131 | 558,019 | — | 219,604 | — | 29,597 | 1,252,351 |

  104. PAY VERSUS PERFORMANCE

    (4) The “Peer Group TSR” set forth in this table utilizes the following published index: S&P 500 Building Products. TSR for both LP and the peer group is based on an initial $100 investment, measured on a cumulative basis from the market close on December 31, 2019, through and including the end of the fiscal year for which TSR is being presented in the table.

  105. FINANCIAL PERFORMANCE MEASURES USED TO LINK COMPENSATION ACTUALLY PAID TO NEOS FOR THE MOST RECENTLY COMPLETED FISCAL YEAR TO COMPANY PERFORMANCE

    FINANCIAL PERFORMANCE MEASURES USED TO LINK COMPENSATION ACTUALLY PAID TO NEOS FOR THE MOST RECENTLY COMPLETED FISCAL YEAR TO COMPANY PERFORMANCE For the fiscal year ended December 31, 2023, our Compensation Committee identified the performance measures listed below as the most important in setting compensation for the NEOs. Adjusted EBITDA is the key performance measure used in setting performance goals for our PSUs, which comprise a significant portion of the NEOs’ compensation mix. For additional detail on Adjusted EBITDA see “Compensation of Executive Officers—Compensation Disclosure and Analysis—Section IV: Elements and Philosophy of Executive Compensation—Long-Term Equity Incentive Compensation” on page 47.

  106. FINANCIAL PERFORMANCE MEASURES USED TO LINK COMPENSATION ACTUALLY PAID TO NEOS FOR THE MOST RECENTLY COMPLETED FISCAL YEAR TO COMPANY PERFORMANCE

    | Adjusted EBITDA (Company and Segment basis) | | Economic Profit (Company and Segment basis) | | Company Operating Cash Flow | | Relative Total Shareholder Return |

  107. DESCRIPTION OF RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND PERFORMANCE MEASURES

    DESCRIPTION OF RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND PERFORMANCE MEASURES The following tables illustrate the relationship between compensation actually paid (CAP) to the PEO and the other NEOs compared to Company Net Income, Adjusted EBITDA and TSR.

  108. DESCRIPTION OF RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND PERFORMANCE MEASURES

    | EQUITY COMPENSATION PLAN INFORMATION |

  109. DESCRIPTION OF RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND PERFORMANCE MEASURES

    The table below sets forth additional information as of December 31, 2023, regarding shares of Common Stock that may be issued under LP’s existing equity compensation plans and arrangements, all of which have been approved by LP’s stockholders. The information includes the number of shares covered by, and the weighted average exercise price of, outstanding options and other rights, and the number of shares remaining available for future grants, excluding the shares to be issued upon exercise of outstanding options and other rights.

  110. DESCRIPTION OF RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND PERFORMANCE MEASURES

    | Plan Category | (a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights | (b) Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights(2) | (c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column(a))(3) | | Equity compensation plans approved by stockholders(1) | 982,710 | $17.59 | 5,245,264 | | Equity compensation plans or arrangements not approved by stockholders | N/A | N/A | N/A | | TOTAL | 982,710 | — | 5,245,264 |

  111. DESCRIPTION OF RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND PERFORMANCE MEASURES

    (1) Equity compensation plans under which awards are currently outstanding and that were approved by LP’s stockholders include the 2022 Plan and the 2013 Plan. The number of shares shown in this column include (i) 841,999 shares subject to awards of PSUs (assuming the maximum number of PSUs are earned and payable at the end of the applicable performance period), RSUs and DSUs, and (ii) 140,711 shares subject to stock options and SSARs outstanding on December 31, 2023. See the “Outstanding Equity Awards at December 31, 2023” table and the “Director Compensation” section for additional information regarding the vesting of these awards for the NEOs and directors, respectively. (2) Weighted average exercise price of outstanding options; excludes PSUs and RSUs. Includes 3,667,325 shares remaining for future issuance under the 2022 Plan and 1,577,940 shares reserved for issuance under LP’s 2019 Employee Stock Purchase Plan. The 2019 Employee Stock Purchase Plan has two purchase periods each fiscal year: January 1 to June 30 and July 1 to December 31. The maximum number of shares that can be purchased under the 2019 Employee Stock Purchase Plan in any year by an employee is $25,000.

  112. DESCRIPTION OF RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND PERFORMANCE MEASURES

    | OTHER BUSINESS |

  113. DESCRIPTION OF RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND PERFORMANCE MEASURES

    At the time this proxy statement was printed, management knew of no matters to be presented at the 2024 Annual Meeting of Stockholders other than the items of business listed in the Notice of Annual Meeting of Stockholders and the Notice of Internet Availability of Proxy Materials. If any matters other than the listed items properly come before the meeting, the proxy named in the accompanying form of proxy will vote or refrain from voting on such matters in accordance with his best judgment.

  114. DESCRIPTION OF RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND PERFORMANCE MEASURES

    | HOLDERS OF COMMON STOCK |