DEF 14A of Mativ Holdings, Inc., Mar 14, 2024

DEF 14A of Mativ Holdings, Inc.

Filed Mar 14, 2024 · FY20230001140361-24-013259

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. Overview of Our Nominees and Continuing Directors

    Overview of Our Nominees and Continuing Directors

  3. Board Structure

    Board Structure The Company’s By-Laws provide that the number of directors on its Board shall be fixed by resolution of the Board from time to time and, until otherwise determined, shall not be less than six nor more than twelve. However, in connection with the Merger, the By-Laws were amended to provide that during the “Governance Period” (until the date of the annual meeting of stockholders held in 2025, or December 31, 2025, if an annual meeting is not held in 2025), the number of directors constituting the entire Board shall be fixed at nine directors, (i) five of whom to be designated by SWM prior to the Merger (Dr. Rogers, as non-executive Chair, Dr. Kimberly E. Ritrievi, Anderson D. Warlick, Jeffrey Keenan and Marco Levi) and (ii) four of whom to be designated by Neenah prior to the Merger (Julie A. Schertell, Shruti Singhal, Tony R. Thene and William M. Cook). During the Governance Period, the SWM or Neenah affiliated directors, voting as a separate group, also have the right to fill vacancies on the Board created by the resignation, disqualification, removal from office or death of a director within each group. The Board is divided into three classes of directors of the same or nearly the same number. The table below shows the allocation of our directors and nominees across the three classes:

  4. Board Structure

    | Class I – Current Term Ending at 2026 Annual Meeting | Class II - Current Term Ending at 2024 Annual Meeting | Class III - Nominees for Election at 2025 Annual Meeting | | Jeffrey J. Keenan | Shruti Singhal | Julie A. Schertell | | Marco Levi | Tony R. Thene | Kimberly E. Ritrievi, ScD | | William M. Cook | Anderson D. Warlick | John D. Rogers, PhD |

  5. Board Structure

    Mr. Thene will not be standing for election at the Annual Meeting. The Board is conducting a search for director candidates to fill this vacancy. The candidate selected to fill this vacancy must be approved by the Neenah affiliated directors pursuant to the By-Laws.

  6. Board Succession Planning

    Board Succession Planning The Board, through its Nominating & Governance Committee, regularly reviews the particular skill sets required by the Board based on the nature of the Company’s business, strategic plans and regulatory challenges as well as the current performance of the incumbent directors. The Nominating & Governance Committee expects to continue to seek director candidates to replace current directors as they retire. The By-Laws of the Company provide that a director is not eligible for election or re-election after his or her 72nd birthday but allows the Board to make an exception to this policy when it believes that nomination is in the best interests of the Company’s stockholders.

  7. Nominees for Director

    Nominees for Director Upon recommendation of the Nominating & Governance Committee, the Board has nominated Shruti Singhal and Anderson D. Warlick for election to the Board as Class II directors to serve a three-year term ending at the 2027 Annual Meeting of Stockholders. If elected by our stockholders, Messrs. Singhal and Warlick will hold office until his successor has been elected and qualified or until the director’s earlier resignation or removal. Messrs. Singhal and Warlick are current members of the Board. The Board has determined that Messrs. Singhal and Warlick are independent pursuant to the independence standards of the SEC, the NYSE and the Company. Each nominee for director has consented to serve if elected. Should the nominees become unable to serve, proxies may be voted for another person designated by the Board. Proxies can only be voted for the number of persons named as nominees in this Proxy Statement.

  8. Board Recommendation

    Board Recommendation The Board of Directors unanimously recommends a vote FOR the election to the Board of each of the two nominees for director.

  9. Background Information on Nominees and Continuing Directors

    Background Information on Nominees and Continuing Directors The names of the nominees and the directors continuing in office, their ages as of the date of the Annual Meeting, their principal occupations and public company directorships during at least the past five years and certain other biographical information are set forth on the following pages.

  10. Nominees for Election to the Board of Directors

    Nominees for Election to the Board of Directors

  11. Nominees for Election to the Board of Directors

    | Shruti Singhal Age: 54 Director Since: 2022 | Business Experience: | | | • President and Chief Executive Officer, Chroma Color Corporation, a leading formulator, and specialty color and additive concentrates supplier, since 2021 • President, DSM’s Engineering Materials Business, 2019 – 2021 | | | Public Company Directorships: | | | • Director, Neenah Inc., 2021 – 2022 |

  12. Nominees for Election to the Board of Directors

    | Anderson D. Warlick Age: 66 Director Since: 2009 | Business Experience: | | | • Chairman and Chief Executive Officer of Parkdale, Inc., a textile and consumer products company, and its subsidiaries, since 2001 |

  13. Members of Board of Directors Continuing in Office

    Members of Board of Directors Continuing in Office

  14. Members of Board of Directors Continuing in Office

    | William M. Cook Age: 70 Director Since: 2022 | Business Experience: | | | • President and Chief Executive Officer, Donaldson Company, Inc., 2004 – 2015 • Various leadership roles at Donaldson Company, Inc., 1994 – 2004 | | | Public Company Directorships: | | | • Chairman of the Board, IDEX Corporation, 2020 – 2022; Director, IDEX Corporation, 2008 – 2022 • Director, AXALTA Coating Systems, Ltd., since 2019 • Director, Neenah Inc., 2016 – 2022 |

  15. Members of Board of Directors Continuing in Office

    | Jeffrey J. Keenan Age: 66 Director Since: 2016 | Business Experience: | | | • Senior Advisor of Roark Capital Group, a private equity firm, 2015 – February 2020 • President, Chief Operating Officer and Chief Compliance Officer of Roark Capital Group, 2006 – 2015 • Co-Founder and Chairman of IESI Corporation, 1996 – 2005 |

  16. Members of Board of Directors Continuing in Office

    | Marco Levi Age: 64 Director Since: 2017 | Business Experience: | | | • Chief Executive Officer, Ferroglobe PLC, a mining and metals company, since January 2020 • Chief Executive Officer, Thermission AG, a metals finisher, June 2018 – December 2019 • President and Chief Executive Officer, Ahlstrom Corporation, 2014 – 2016 • Senior Vice President and Business President of Emulsion Polymers, Styron Corporation, 2010 – 2014 | | | Public Company Directorships: | | | • Director of Ferroglobe PLC, since 2020 |

  17. Members of Board of Directors Continuing in Office

    | Kimberly E. Ritrievi, ScD Age: 65 Director Since: 2018 | Business Experience: | | | • President, The Ritrievi Group, LLC, since 2005 • Various leadership roles at Goldman Sachs & Co., 1997 – 2004 | | | Public Company Directorships: | | | • Director of Tetra Tech, Inc., since 2013 |

  18. Members of Board of Directors Continuing in Office

    | John D. Rogers, PhD Age: 62 Director Since: 2009 | Business Experience: | | | • President, Chief Executive Officer and Director of CFA Institute, an association of investment professionals, 2009 – 2014 • Founding Partner & Principal of Jade River Capital Management, LLC, 2007 – 2008 • President and Chief Executive Officer, Invesco Institutional N.A., Senior Managing Director and Head of Worldwide Institutional Business, AMVESCAP Plc, 2003 – 2006 |

  19. Members of Board of Directors Continuing in Office

    | Julie A. Schertell Age: 55 Director Since: 2022 | Business Experience: | | | • President & Chief Executive Officer of the Company, since July 2022 • President & Chief Executive Officer, Neenah, Inc., a global manufacturer of specialty materials, May 2020 – July 2022 • Chief Operating Officer of Neenah, Inc., January 2020 – May 2020 • Various leadership roles at Neenah, Inc., 2008 – 2020 | | | Public Company Directorships: | | | • Director of the Ingersoll Rand Company, since 2023 • Director, Neenah Inc., 2020 – 2022 |

  20. Director Biographies and Qualifications for Service on the Company’s Board

    Director Biographies and Qualifications for Service on the Company’s Board Summary of Skills, Experience, and Attributes of Director Nominees and Directors Our continuing directors and director nominees bring a diversity of expertise, experience, skills, and attributes to the Board. The following director skills matrix highlights the balanced mix of skills, experience and attributes that are most relevant to our Company. Further information on each individual director, including his or her qualifications for service on the Board, is set forth below in the director biographies.

  21. Director Biographies and Qualifications for Service on the Company’s Board

    | Skills and Experience | W. Cook | J. Keenan | M. Levi | K. Ritrievi | J. Rogers | J. Schertell | S. Singhal | A. Warlick | | Current/Former CEO | X | X | X | | X | X | X | X | | Public Company Board Experience | X | X | X | X | X | X | | X | | Strategic Leadership | X | X | X | X | X | X | X | X | | Audit/Accounting/ Financial Statements | X | X | X | X | X | X | X | X | | M&A/Integration/ Transformation | X | X | X | X | X | X | X | X | | Industrial/ Manufacturing Sector Experience | X | X | X | | | X | X | X | | International Experience | X | X | X | X | X | X | X | X | | Investor Relations | X | X | X | X | X | X | X | | | Innovation/R&D | X | | X | X | | X | X | X | | Human Capital | X | | X | X | X | X | X | X | | Executive Compensation | X | | X | | | X | X | X | | Advertising/ Marketing/Sales | | | X | | | X | X | X | | Communications | | | X | | | X | X | X | | Enterprise Risk Management | X | X | | X | X | X | | X | | Legal/Regulatory | | X | | | | | X | X | | ESG/Sustainability | | X | X | X | | X | X | X |

  22. Director Biographies and Qualifications for Service on the Company’s Board

    | Attributes | W. Cook | J. Keenan | M. Levi | K. Ritrievi | J. Rogers | J. Schertell | S. Singhal | A. Warlick | | Gender Diversity | | | | | | | | | | Male | X | X | X | | X | | X | X | | Female | | | | X | | X | | | | Racial Diversity | | | | | | | | | | Asian/Pacific Islander | | | | | | | X | | | White/Caucasian | X | X | X | X | X | X | | X |

  23. Director Biographies and Qualifications for Service on the Company’s Board

    William M. Cook Mr. Cook is the retired Executive Chair (2015 - 2016) of Donaldson Company, Inc., a technology driven global company that designs and manufactures filtration systems and their replacement parts. Mr. Cook was also the Executive Chair (2005 - 2015), President and Chief Executive Officer (2004 - 2015) of Donaldson. Through his 35-year career at Donaldson, Mr. Cook held numerous senior executive roles of increasing responsibility in both the U.S. and Europe, including service as Chief Financial Officer (2001 - 2004); Senior Vice President, International (2000 - 2004); and Senior Vice President, Commercial and Industrial (1994 - 2000). Prior to joining Donaldson, Mr. Cook worked as a Financial Analyst at Ford Motor Company. Mr. Cook recently retired (2022) as a Director of IDEX Corporation, where he served as the Non-Executive Chair of the Board and on the Audit Committee. He currently serves as a Director on AXALTA Coating Systems, Ltd., where he served as the Non-Executive Chair of the Board until January 2023 and continues to serve on the Audit Committee and as Chair of the Compensation Committee. Mr. Cook served as a Director of Neenah, Inc. from 2016 - 2022 where he served as Non-Executive Chair of the Board and on the Audit Committee. Mr. Cook was previously a Director of Valspar Corporation from 2010 to 2017 and served on the Audit Committee. Mr. Cook brings to the Mativ Board his 35 years of filtration industry experience and his operations experience and financial expertise at Donaldson where he held a wide range of financial and business positions with global responsibilities. Mr. Cook is an experienced public company Board member having served on the Donaldson Board from 2004 - 2016 and as an independent Director for IDEX, Neenah, AXALTA, and Valspar. Mr. Cook also has valuable Board experience from his past board service for various private company and charitable organizations. Mr. Cook holds a BS degree in Business Management and an MBA degree from Virginia Polytechnic Institute and State University (Virginia Tech). Jeffrey J. Keenan Mr. Keenan is the former President, Chief Operating Officer and Chief Compliance Officer of Roark Capital Group, a private equity fund with more than $30 billion of capital under management, most recently holding the position of senior advisor until February 2020. While at Roark Capital Group, he led the firm’s investments in environmental services, including Waste Pro, GFL Environmental, Solterra, and Qualawash. His prior experience includes senior leadership and board roles in over 25 portfolio companies, and senior leadership roles at AEA Investors and Oak Hill Capital. In addition to his diverse experience and private equity background, Mr. Keenan was also a founder and executive chairman of IESI Corporation from 1996 to 2005. IESI Corporation was sold in 2005 for more than $1 billion after completing more than 160 environmental services acquisitions including collection companies, transfer stations and landfills. Mr. Keenan currently serves as a director and investor in Live Oak Environmental and EcoSouth Services, both of which are environmental services companies. Mr. Keenan has broad-based business skills that add value to the Board’s oversight of the Company, including strategic planning, financial and U.S. and international tax expertise as well as deep experience in multiple industries. Marco Levi Mr. Levi has over thirty years of experience in the Mine & Metals, chemicals, plastics and specialty paper and composites industries. His record of successfully running global materials technology businesses brings proven leadership experience to the Board. He is currently chief executive officer and Board Director of Ferroglobe PLC, a world leader in mines and minerals and recently served as the chief executive officer of Thermission AG, a pioneer in the field of zinc thermal diffusion to coat and finish industrial commercial materials. As the former president and chief executive officer of Ahlstrom Corporation, a global high-performance fiber company, Mr. Levi understands the principles that create stockholder value and has successfully navigated many of the strategic challenges facing a publicly traded company. Prior to his service with Ahlstrom Corporation, Mr. Levi was the senior vice president and business president of Emulsion Polymers, Styron Corporation, a global chemical materials solutions provider. There, he led the Emulsion Polymers business through a successful initial public offering and was integral in overseeing core business functions including manufacturing, supply chain marketing, sales and research and development. Kimberly E. Ritrievi, ScD Dr. Ritrievi has over thirty years of collective experience in the capital markets and specialty chemicals industries. She is currently President at The Ritrievi Group, LLC, a private investment firm (2018 to present), previously a boutique consultancy firm focused on equity value creation for public and private companies (2005 – 2016). Prior to joining The Ritrievi Group, LLC in 2005, she served in numerous positions of leadership at Goldman Sachs & Co., including as Co-Head of Investment Research for the U.S., Canada, Latin & South America from 2001 to 2004. Dr. Ritrievi has also served in numerous other positions, including as a Process Development Engineer at ARCO Chemical. Since 2013, Dr. Ritrievi has served as a director of Tetra Tech, Inc., where she serves on the Audit Committee and chairs the Strategic Planning and Enterprise Risk Committee. Dr. Ritrievi is also an advisory Board member for Intrinio Fintech Marketplace. Dr. Ritrievi’s financial markets career has given her significant experience in identifying and creating stockholder value by applying short- and long-term time horizons and assessing strategy, capital allocation, business mix, competitive position and execution capabilities. In addition, Dr. Ritrievi has experience in the specialty chemical industry that provides her with insight into the Company’s key products and customers. John D. Rogers, PhD Dr. Rogers has extensive experience with large investment fund management firms, ranging from chief investment officer to president and chief executive officer. He served as president and chief executive officer of the CFA Institute, the world’s leading association of investment professionals, for four and a half years until June 2014. Dr. Rogers has also served as a director and member of the audit, remuneration and nominations and governance committees of OM Asset Management plc., a global investment management firm. In addition, he has served for fourteen years on the boards of NYSE-listed firms and as a director of multiple non-profit organizations. His chief executive officer experience and extensive experience in the investment management industry, including as an equity and fixed income investor and analyst, has equipped him with a range of skills that relate directly to identifying and driving the elements that create value and maximize the effective utilization of capital. Dr. Rogers is a CFA charter holder. His perspective enhances the Board’s ability to relate to and represent the interests of the Company’s stockholders. Julie A. Schertell

  24. Director Biographies and Qualifications for Service on the Company’s Board

    Ms. Schertell is Mativ’s President and Chief Executive Officer and serves on its Board of Directors. Formerly President and Chief Executive Officer of Neenah, Inc., she has held numerous leadership positions within the company over the last 15 years, including Chief Operations Officer, Segment President of Technical Products and Fine Paper & Packaging, and Vice President and General Manager of Fine Paper & Packaging. Ms. Schertell began her career at Georgia-Pacific in 1992 as a Financial Analyst for Consumer Products. While at Georgia-Pacific, she served in several roles over her 16-year career there, including Vice President of Sales and Marketing Strategy, Vice President of Supply Chain, Director of Sales Operations and Director of Financial Planning and Analysis. Ms. Schertell graduated from Florida State University’s College of Business in 1991 with a BA in Accounting and received her MAcc degree from the University of Georgia’s Terry College of Business in 1992. Shruti Singhal Mr. Singhal is the President and Chief Executive Officer of Chroma Color Corporation, a leading formulator, and specialty color and additive concentrates supplier. Mr. Singhal has worked in North America and Europe with companies like Henkel, Cognis (now BASF), Rohm & Haas, The Dow Chemical Company, Ashland, Solenis, General Cable, DSM and others throughout his career. Before joining Chroma Color, he served as President of DSM’s Engineering Materials Business. He received a bachelor’s degree in chemical engineering and a master’s degree in chemical engineering from Drexel University. He also completed the Global Marketing Management Program at The Wharton School at the University of Pennsylvania. Anderson D. Warlick As the chairman and chief executive officer of Parkdale, Inc., a privately held textile and consumer products company that utilizes domestic and foreign manufacturing sites to produce and compete world-wide in primarily commodity product lines, Mr. Warlick brings experience to the Board in operational excellence, operating in less developed countries and effective management and deployment of fixed assets situated in different positions along the cost curve of competitive facilities. These skills and experience are directly related to developing and guiding the implementation of solutions to the Company’s current and strategic challenges. Mr. Warlick currently serves on the boards of three private corporations, one of which he serves as lead director, and is a member of their compensation and nominating & governance committees. He previously served as a director of an additional private company, including as the lead director and a member of the Audit Committee. The experience he acquired in these roles contributes to his service as Chair of the Company’s Compensation Committee and a member of the Nominating & Governance Committee, and previously as Lead Non-Management Director.

  25. Key Compensation Policies and Practices

    | What We Do: | | | | | ✔ | A significant portion of the Named Executive Officers’ compensation is delivered in the form of variable compensation that is connected to actual performance. | ✔ | Annual compensation risk assessment. | | ✔ | Maximum payout caps for annual and long-term incentive compensation. | ✔ | Annual peer group review. | | ✔ | Linkage between quantitative performance measures for incentive compensation and operating objectives. | ✔ | TSR modifier applicable to 2023 performance-based equity awards. | | ✔ | Independent compensation consultant reporting directly to the Committee and providing no other services to the Company. | ✔ | Clawback policies. | | ✔ | Robust stock ownership guidelines for Named Executive Officers. | | |

  26. Key Compensation Policies and Practices

    | What We Don’t Do: | | | ✘ | Change-in-control tax gross-ups. | | ✘ | “Single trigger” vesting of equity awards in the event of a change-in-control. | | ✘ | Re-price stock options or buy-back equity grants. | | ✘ | Allow directors and key executives (including its Named Executive Officers) to hedge or pledge their Company securities. | | ✘ | Executive employment contracts unless required by local law. | | ✘ | Excessive perquisites. |

  27. Elements of the 2023 Executive Compensation Program

    | | Annual Pay Element* | | | | | | Salary | Short-Term Incentive Plan | Service-Based Restricted Stock Units | Performance-Based Restricted Stock Units | | Who Receives | | | | | | When Granted | | | | | | Form of Delivery | | | | | | Why We Pay | Establish a pay foundation at competitive levels to attract and retain talented executives | Motivate and reward executives for performance related to key financial performance metrics Hold executives accountable, with payouts varying from target based on actual performance against pre-established and communicated performance goals | Align the interests of executives with those of the Company’s stockholders by subjecting payout to fluctuations in the Company’s stock price performance Competitive with market practices in order to attract and retain top executive talent | Align the interests of executives with those of the Company’s stockholders by focusing the executives on the Company’s financial performance over the performance period and further subjecting payout to fluctuations in the Company’s stock price performance Competitive with market practices in order to attract and retain top executive talent | | Vesting/Performance Period | n/a | 1 year | 3 years pro-rata | 3 years cliff |

  28. Elements of the 2023 Executive Compensation Program

    | | Annual Pay Element* | | | | | | Salary | Short-Term Incentive Plan | Service-Based Restricted Stock Units | Performance-Based Restricted Stock Units | | How Target and Payout Are Determined | Committee determines amounts and considers Chief Executive Officer recommendations for other Named Executive Officers Factors considered include individual and Company performance, compensation paid to similarly situated executives at the Company, competitive market median, and input from the independent compensation consultant | Committee determines target amounts and considers Chief Executive Officer recommendations for other Named Executive Officers Factors considered include individual and Company performance, compensation paid to similarly situated executives at the Company, competitive market median, and input from the independent compensation consultant Committee determines performance objectives and evaluates performance against objectives | Committee determines target amounts and considers Chief Executive Officer recommendations for other Named Executive Officers Factors considered include individual and Company performance, compensation paid to similarly situated executives at the Company, competitive market median, and input from the independent compensation consultant | Committee determines target amounts and considers Chief Executive Officer recommendations for other Named Executive Officers Factors considered include individual and Company performance, compensation paid to similarly situated executives at the Company, competitive market median, and input from the independent compensation consultant Committee determines performance objectives and evaluates performance against objectives | | Performance Measures | Individual | EBITDA, Synergies Achieved, Safety Scorecard | Change in Company stock price | Free Cash Flow as a Percent of Net Sales, Return on Invested Capital, Relative TSR |

  29. 2023 Short-Term Incentive Plan

    2023 Short-Term Incentive Plan In December 2022, after consulting with Meridian, the Committee approved cash-based award opportunities for the then-serving Named Executive Officers under our 2023 Short-Term Incentive Plan (“STIP”) as set forth in the table below in order to further align their compensation with the Company’s performance and to incentivize them to identify and pursue synergies resulting from the Merger. The performance objectives for 2023 were EBITDA Delivered, Synergies Achieved and Safety Scorecard. The Committee determined to replace the Synergy Run Rate Achievement metric used for the post-Merger portion of the 2022 STIP with Synergies Achieved in order to incentivize the Named Executive Officers to focus on achieving specified savings goals and to add a Safety Scorecard metric in order to emphasize safety as a top priority throughout the organization. These performance objectives were selected because they were deemed by the Committee to be the primary drivers for delivering increased stockholder value during this transformative period for the Company. Beginning with the 2024 STIP, we replaced the Synergies Achieved goal with goals relating to top-line revenue. The Committee determined not to increase the target 2023 STIP opportunities, as a percentage of base salary, for Ms. Schertell and Messrs. Rickheim, Wamser and Nuñez, from the percentages approved for such Named Executive Officers for the post-Merger portion of 2022. In connection with his promotion to Chief Financial Officer, and after consulting with Meridian and considering internal pay equity and a review of competitive market practices, Mr. Weitzel’s target STIP opportunity, as a percentage of base salary, was increased from 40% to 65%. The target award opportunity for Mr. Johnson was determined after considering market data and the Company’s historical compensation practices.

  30. 2023 Short-Term Incentive Plan

    | Name | 2022 Post-Merger Target Bonus (% of Base Salary) | 2023 Target Bonus (% of Base Salary) | | Julie Schertell | 115% | 115% | | Greg Weitzel(1) | 40% | 65% | | Mark W. Johnson | N/A | 65% | | Michael W. Rickheim | 65% | 65% | | R. Andrew Wamser, Jr.(2) | 75% | 75% | | Ricardo Nuñez(2) | 65% | 65% |

  31. 2023 Short-Term Incentive Plan

    | (1) Mr. Weitzel’s 2023 target award opportunity was pro-rated to reflect his target award opportunities in effect both prior to and after his promotion. |

  32. 2023 Short-Term Incentive Plan

    | (2) Pursuant to the terms of the Schweitzer-Mauduit International, Inc. 2016 Executive Severance Plan (the “SWM Executive Severance Plan”), Messrs. Wamser and Nuñez were entitled to receive a pro-rated target bonus for 2023 in connection with their separations from the Company. Accordingly, Messrs. Wamser and Nuñez received payouts equal to $107,813 and $216,667, respectively, pursuant to the terms of the SWM Executive Severance Plan. |

  33. 2023 Short-Term Incentive Plan

    The Committee believed at the time that the performance targets set for the 2023 STIP were rigorous yet achievable, and therefore established the targets so that they would be achieved, at the target performance level, if the Company successfully executed against its operating plan for 2023. The following table sets forth the financial performance metrics that were approved in February 2023 under the 2023 STIP:

  34. 2023 Short-Term Incentive Plan

    | | 2023 Objectives(1) | | | | MEASUREMENT METRICS | Threshold (50%) | Target (100%) | Maximum (200%)(2) | | 70% EBITDA Delivered(3) ($ in millions) | $372.0 | $408.0 | $460.0 | | 20% Synergies Achieved(4) ($ in millions) | $20.0 | $25.0 | $40.0 | | 10% Safety Scorecard(5) | 80% | 90% | 100% |

  35. 2023 Short-Term Incentive Plan

    | (1) For any actual performance which falls between two defined payout thresholds, the payout with respect to such performance criteria is determined using straight-line interpolation. |

  36. 2023 Short-Term Incentive Plan

    | (2) Achievement of the maximum performance level would result in a payout of 200% of target for the EBITDA Delivered and Synergies Achieved metrics and 125% of target for the Safety Scorecard metric. |

  37. 2023 Short-Term Incentive Plan

    | (3) EBITDA Delivered is determined on a consolidated basis for continuing operations and consists of the sum of (a) Net Income, (b) interest expense, (c) depreciation and amortization expense, and (d) taxes. For these purposes, “Net Income” does not include (a) any extraordinary gains or losses, (b) any nonrecurring gains or losses, (c) any gains or losses from asset sales, or (d) any facility/asset closure or restructuring costs. In accordance with the adjustment provisions included in the terms of the 2023 STIP related to the divestiture of our Engineered Paper business, EBITDA Delivered excludes the direct impact of (a) gain recognized from the sale, (b) acquisition, divestiture and/or restructuring costs, and (iii) realized synergies directly related to the Engineered Paper business. |

  38. 2023 Short-Term Incentive Plan

    | (4) Synergies Achieved is the year-over-year impact to EBITDA , resulting from cost synergy initiatives, excluding (i) any value creation resulting from Synergies Achieved below EBITDA other than the impact of any lower expenses incurred in respect of long-term incentive awards), and (ii) cash flow synergies. |

  39. 2023 Short-Term Incentive Plan

    | (5) Safety Scorecard is intended to focus the Named Executive Officers on the leading indicators of proactive risk reduction and is measured based on achievement with respect to certain goals relating to ergonomic risk assessments, job safety analysis, leader effectiveness in managing safety and pre-task risk assessments. |

  40. 2023 Short-Term Incentive Plan

    In September 2023, in connection with the planned divestiture of our Engineered Paper business (which was completed in December 2023), the Committee determined to measure 2023 EBITDA Delivered performance in two separate periods, with the first period commencing January 1, 2023 and ending July 31, 2023 and the second period commencing August 1, 2023 and ending December 31, 2023. The Committee approved the use of two performance periods after considering the impact of the planned divestiture on the original performance goals, with the objective to properly measure and reflect performance prior to and following the announcement of the divestiture, consistent with the reporting of the Engineered Papers business as a discontinued operations following the August 1st announcement of the planned divestiture. In accordance with the adjustment provisions included in the terms of the 2023 STIP related to the divestiture of our Engineered Paper business, the second half goals were automatically adjusted to reflect the fact that Engineered Papers would no longer contribute to the Company’s EBITDA performance as a result of the divestiture. The tables below set forth the revised target levels and our actual performance with respect to the EBITDA Delivered performance metric for each period in 2023:

  41. 2023 Short-Term Incentive Plan

    | | January 2023 – July 2023 Objectives | | | Results | | | MEASUREMENT METRICS | Threshold (50%) | Target (100%) | Maximum (200%) | Actual Performance | Attainment Percentage | | EBITDA Delivered ($ in millions) | $221.0 | $242.0 | $273.0 | Below Threshold | 0.0% |

  42. 2023 Short-Term Incentive Plan

    | | August 2023 – December 2023 Objectives | | | Results | | | MEASUREMENT METRICS | Threshold (50%) | Target (100%) | Maximum (200%) | Actual Performance | Attainment Percentage | | EBITDA Delivered ($ in millions) | $107.0 | $117.0 | $132.0 | Below Threshold | 0.0% |

  43. 2023 Short-Term Incentive Plan

    Based on performance during the performance period, the Company did not achieve threshold performance with respect to the EBITDA Delivered performance goal and achieved above maximum performance with respect to the Synergies Achieved performance goal. While the Company’s performance would have resulted in a target payout with respect to the Safety Scorecard performance goal, the Committee exercised negative discretion with respect to the Named Executive Officers and the Named Executive Officers did not receive a payout with respect to the Safety Scorecard performance goal. The following table summarizes the target STIP opportunities for each continuing Named Executive Officer (expressed as a percentage of 2023 base salary and in dollars) for 2023 and the STIP payouts received by each continuing Named Executive Officer for 2023:

  44. 2023 Short-Term Incentive Plan

    | Name | 2023 Target Bonus (% of Base Salary)(1) | 2023 Target Bonus Award Opportunity ($) | Final 2023 Bonus ($) | Final 2023 Bonus as a % of Target | | Julie Schertell | 115% | 1,063,750 | 425,500 | 40% | | Greg Weitzel | 65% | 249,760(2) | 99,904 | 40% | | Mark W. Johnson | 65% | 102,112(3) | 40,845 | 40% | | Michael W. Rickheim | 65% | 276,250 | 110,500 | 40% |

  45. 2023 Short-Term Incentive Plan

    | (1) Amounts are based on the base salaries in effect as of December 31, 2023. |

  46. 2023 Short-Term Incentive Plan

    | (2) Mr. Weitzel’s target award opportunity was pro-rated based on his target award opportunities in effect both prior to and after his promotion. |

  47. 2023 Short-Term Incentive Plan

    | (3) Mr. Johnson’s target cash incentive award opportunity was pro-rated based on his commencement date of September 1, 2023. |

  48. 2023 Long-Term Incentive Compensation

    2023 Long-Term Incentive Compensation In February 2023, the Committee granted our then-serving Named Executive Officers long-term incentive award opportunities for the 2023-2025 performance period under the Company’s 2015 Long Term Incentive Plan (the “2015 LTIP”), with the 2023 long-term incentive opportunity allocated as follows: The Committee believed that this design supported the Company’s pay-for-performance philosophy by tying a majority of the long-term incentive award opportunity to the achievement of a pre-established performance goal that supported the Company’s operating and strategic plan. In February 2023, and after consulting with Meridian and considering internal pay equity and a review of competitive market practices, the Committee established the following 2023-2025 performance period target long-term incentive award opportunities for our then-serving Named Executive Officers (Mr. Weitzel's target opportunity was established in April 2023 in connection with his promotion to Chief Financial Officer):

  49. 2023 Long-Term Incentive Compensation

    | Name | 2022 Target LTIP (% of 2022 Base Salary) | 2023 Target LTIP (% of 2023 Base Salary) | | Julie Schertell | 324% | 324% | | Greg Weitzel | 40% | 125% | | Michael W. Rickheim | 100% | 100% | | R. Andrew Wamser, Jr. | 150% | 175% | | Ricardo Nuñez | 100% | 125% |

  50. 2023 Long-Term Incentive Compensation

    After consulting with Meridian and considering internal pay equity and a review of competitive market practices, the Committee established a target long-term incentive award opportunity equal to 125% of base salary for Mr. Weitzel in connection with his promotion to Chief Financial Officer in April 2023 and approved the grant of additional long-term incentive awards to Mr. Weitzel in order to align the value of his 2023 long-term incentive awards with his updated target opportunity, with his additional equity awards delivered in the same mix and with the same vesting terms as those granted to the then-serving Named Executive Officers in February 2023. The table below sets forth the target award value, as of the date of grant, of the long-term incentive award received by each of the Company’s Named Executive Officers other than Mr. Johnson under its 2023 long-term incentive program, expressed (i) as a percentage of 2023 base salary and (ii) in dollars. In connection with his appointment in September 2023, Mr. Johnson was granted service-based restricted stock units (“RSUs”) with a grant date fair value equal to $300,000, as described in more detail below.

  51. 2023 Long-Term Incentive Compensation

    | Name | Target LTIP (% of 2023 Base Salary) | Target LTIP Award Opportunity ($) | 2023 PSUs (Number of Target Shares) | 2023 Service-Based RSUs (Number of Shares) | | Julie Schertell | 324% | 2,997,000 | 72,171 | 48,114 | | Greg Weitzel | 125% | 531,250(1) | 12,790 | 8,527 | | Michael W. Rickheim | 100% | 425,000 | 10,234 | 19,330 | | R. Andrew Wamser, Jr.(2) | 175% | 1,006,250 | 24,231 | 16,154 | | Ricardo Nuñez(2) | 125% | 625,000 | 15,050 | 10,033 |

  52. 2023 Long-Term Incentive Compensation

    | (1) Mr. Weitzel was granted long-term incentive awards with a target value of $110,000 in February 2023 and was granted additional long-term incentive awards in April 2023 with a target value of $421,250 in connection with his promotion to Chief Financial Officer. |

  53. 2023 Long-Term Incentive Compensation

    | (2) Mr. Wamser and Mr. Nuñez forfeited their 2023 long-term incentive awards upon their separations from the Company. |

  54. 2023 Long-Term Incentive Compensation

    2023 Performance-Based Restricted Stock Unit Awards As noted above, in 2023 the Company granted performance-based restricted stock units (“PSUs”) awards that are subject to a three-year performance period, with vesting based 50% on each of the Company’s Free Cash Flow as a Percent of Net Sales and Return on Invested Capital (“ROIC”) performance, subject to a TSR modifier based on performance relative to the S&P 600 Materials Index. These goals were selected because they were viewed as core indicators of the Company’s success in executing its long-term operating plan and delivering value to its stockholders. The Free Cash Flow as a Percent of Net Sales and ROIC targets will be established annually and payout percentages will be calculated based on the straight average of the payout percentages for each of the three individual calendar years in the performance period. The Free Cash Flow as a Percent of Net Sales and ROIC targets for 2023 are set forth in the table below and were established based on the Company’s prior year performance and the Company’s internal operating and strategic plan. The number of PSUs earned based on the Company’s Free Cash Flow as a Percent of Net Sales and ROIC performance reduced by 20% if the Company’s TSR falls below the 25th percentile of the S&P 600 Materials Index during the three-year performance period and increased by 20% if the Company’s TSR exceeds the 75th percentile during the three-year performance period. The table below sets forth the performance goals applicable to the PSU awards for the 2023-2025 performance period that were approved in early 2023, which were adjusted in accordance with the terms of the PSU awards to reflect the impact of the divestiture of our Engineered Papers business, in a manner consistent with the adjustments to the 2023 STIP described above:

  55. 2023 Long-Term Incentive Compensation

    | | 2023 | | | | 2024 | | | | 2025 | | | | | | Minimum (50%) | Target (100%) | Maximum (200%) | Actual | Minimum (50%) | Target (100%) | Maximum (200%) | Actual | Minimum (50%) | Target (100%) | Maximum (200%) | Actual | | Free Cash Flow as a Percent of Net Sales | 3.0% | 5.0% | 7.0% | Below Threshold | * | * | * | * | * | * | * | * | | ROIC | 6.0% | 7.5% | 9.0% | Below Threshold | * | * | * | * | * | * | * | * | | Payout Result | | | | 0% | | | | * | | | | * | | Relative TSR Result | | | | | | | | | | | | |

  56. 2023 Long-Term Incentive Compensation

    | * Performance goals for the 2024 performance year were established at the beginning of 2024 and will be disclosed in next year’s proxy statement. Performance goals for the 2025 performance year will be established at the beginning of 2025. |

  57. 2023 Long-Term Incentive Compensation

    2023 Service-Based Restricted Stock Unit Awards Pursuant to the service-based component of the Company’s 2023 long-term incentive award opportunity, in February 2023 (April 2023 in the case of Mr. Weitzel), the then-serving Named Executive Officers were granted RSUs, which are scheduled to vest in equal installments in February 2024, 2025 and 2026, subject to continued employment through each applicable vesting date. Upon his commencement of employment in September 2023, Mr. Johnson was also granted RSUs that are scheduled to vest in equal installments on each of the first three anniversaries of the grant date, subject to his continued employment through each vesting date.

  58. Wamser and Nuñez Separation Agreements

    Wamser and Nuñez Separation Agreements As previously disclosed, Messrs. Wamser and Nuñez were each deemed to have experienced a termination without “Cause” within two years following a “Change in Control” (each as defined in the SWM Executive Severance Plan) upon their separations from the Company in April 2023 and September 2023, respectively, which occurred within two years following the closing of the Merger. In connection with their separations, the Company entered into a Separation, Waiver and Release Agreement with each of Messrs. Wamser and Nuñez, memorializing their entitlements to the following payments and benefits in accordance with the terms of the SWM Executive Severance Plan: (i) a lump sum cash payment equal to three times the sum of (x) his highest base salary for the three-year period preceding his separation, plus (y) his highest short-term incentive bonus for the three-year period preceding his separation; (ii) a pro-rated STIP payment for 2023 based on target performance; and (iii) a cash payment equal to the cost of continued medical, dental, vision, life and supplemental long-term disability coverage for up to three years, at active employee rates. In addition, the outstanding equity awards granted to Mr. Wamser and Mr. Nuñez prior to 2023 vested in full upon their separations in accordance with the terms of the underlying award agreements.

  59. Mark W. Johnson New Hire Compensation

    Mark W. Johnson New Hire Compensation In connection with Mr. Johnson’s appointment as Chief Legal Officer, General Counsel and Secretary, Mr. Johnson and the Company entered into an offer letter setting forth the initial terms of his employment, with the principal compensation elements as described above. Beginning in 2024, Mr. Johnson will be eligible to receive annual long-term incentive awards with a target value equal to 125% of his base salary. In lieu of awards under the Company’s 2023 long-term incentive program, in September 2023, Mr. Johnson was granted service-based RSU awards with a grant date fair value equal to $300,000, as described above. Pursuant to the terms of his offer letter, Mr. Johnson was also awarded a sign-on bonus of $100,000, which Mr. Johnson must repay in full in the event that he voluntarily terminates his employment within 12 months of the payment date. The terms of this sign-on bonus were determined after considering market data and the Company’s historical compensation practices. In addition, Mr. Johnson is eligible to participate in the Company’s flexible perquisites program, pursuant to which he will receive a cash allowance of up to $15,000 per year that can be used for income tax preparation services, financial planning services and other executive perquisites.

  60. Weitzel Bonuses

    Weitzel Bonuses In 2023, Mr. Weitzel was paid a retention bonus of $97,031 pursuant to a retention arrangement entered into at the time of the Merger. In addition, Mr. Weitzel was paid a one-time bonus of $85,000 in recognition of his efforts related to the divestiture of our Engineered Papers business.

  61. Severance Plans

    Severance Plans Each of our continuing Named Executive Officers are eligible for payments and benefits in connection with certain qualifying terminations of employment pursuant to the terms of the Amended and Restated Neenah Executive Severance Plan. See “Potential Payments Upon Termination or Change in Control” below for further information regarding the Amended and Restated Neenah Executive Severance Plan.

  62. Clawback Policies

    Clawback Policies During fiscal year 2023, the Company adopted a Dodd-Frank Clawback Policy to comply with SEC and NYSE listing rules. Under that policy, the Company is required in certain situations to recoup incentive compensation paid or payable to certain current or former executive officers of the Company, including the Named Executive Officers, in the event of an accounting restatement. In addition, the Company continues to maintain the SWM International, Inc. Executive Compensation Adjustment and Recovery Policy, pursuant to which the Compensation Committee has the discretion to seek to recover any annual or long-term incentive compensation (including time-based equity awards) awarded or paid to a covered officer (including each Named Executive Officer) during the previous three years if the result of a performance measure upon which the award was based or paid is subsequently restated or otherwise adjusted in a manner that would reduce the size of the award or payment.

  63. How We Make Compensation Decisions

    | Market Review | Internal Review | Pay Decisions | | • Performed by independent compensation consultant • Considers peer pay practices • Influences program design | • Chief Executive Officer evaluates performance • Chief Executive Officer and management review market data and internal comparable roles • Chief Executive Officer recommends to the Committee program changes and any pay adjustments | • Chief Executive Officer and management recommend to the Committee any program changes • Chief Executive Officer recommends pay adjustments • Committee carefully considers: ○ Historical and current market practices, ○ Internal pay equity, and ○ Established market trends • Committee approves any program and pay changes |

  64. Independent Compensation Consultant

    Independent Compensation Consultant The Committee engaged Meridian as its independent compensation consultant. In 2023, Meridian provided executive compensation and governance-related services including review of 2023 compensation adjustments, review of competitive market data provided by Aon, awards under our long-term incentive program, the setting of performance goals in our incentive plans including the payout leverage for results above and below the target performance levels, a review of the analysis of the relationship between the Company’s total direct pay relative to the competitive market, a review of trends and regulatory developments with respect to executive compensation, a review of our compensation peer group, based on materials prepared by Aon plc, and assistance with this Compensation Discussion & Analysis. Meridian is retained by and reports to the Committee and, at the request of the Committee, participates in committee meetings. Meridian did not provide any other services to the Company in 2023. The Committee reviewed the independence of Meridian under the New York Stock Exchange and SEC rules and concluded that the work of Meridian has not raised any conflict of interest.

  65. Market-Based Competitive Compensation Levels

    Market-Based Competitive Compensation Levels With respect to 2023, the Committee continued its philosophy of setting compensation within a range of the market median for each position, which experience has shown is the level at which the Company has been able to recruit and retain highly talented executives. Compensation paid to our Chief Executive Officer is determined and approved by the Committee using competitive market data analyzed annually by Meridian, based on materials prepared by Aon. The Committee annually reviews, in consultation with Meridian, and approves the compensation for the Company’s other Named Executive Officers in consultation with the Chief Executive Officer using competitive market data, based on materials prepared by Aon. In establishing 2023 executive compensation, the Committee relied on proxy statement data from a peer group of 16 companies. The Committee believes that the Company’s peer group should reflect the industries in which the Company potentially competes for business, executive talent and capital, as well as the Company’s significant international operations. Following the closing of the Merger, in August 2022, the Committee engaged Aon plc to prepare an updated peer group for purposes of evaluating the Company’s post-Merger compensation decisions. The component companies of the updated peer group were selected from Aon’s Radford Global Compensation database for manufacturing companies with revenues between one-third and three times the Company’s revenue.

  66. Market-Based Competitive Compensation Levels

    | Peer Companies | | | AptarGroup, Inc. | Greif, Inc. | | Ashland Global Holdings, Inc. | H.B. Fuller Company | | Avient Corporation (f/k/a PolyOne Corporation) | Ingevity Corporation | | Axalta Coating Systems Ltd. | Innospec Inc. | | Cabot Corporation | Mercer International Inc. | | Clearwater Paper Corporation | Minerals Technologies Inc. | | Donaldson Company, Inc. | Rayonier Advanced Materials Inc. | | Glatfelter Corporation | Trinseo PLC |

  67. Market-Based Competitive Compensation Levels

    The Committee considers 2023 target total direct compensation to be competitive if it falls with +/-15% of the market median. The analysis evaluates the following components:

  68. Market-Based Competitive Compensation Levels

    | • | base salary; |

  69. Market-Based Competitive Compensation Levels

    | • | annual incentive bonus (assuming attainment of the target objective level, as a percentage of base salary); |

  70. Market-Based Competitive Compensation Levels

    | • | target total cash compensation (base salary plus target level annual incentive); |

  71. Market-Based Competitive Compensation Levels

    | • | long-term incentive compensation (assuming attainment of the target objective level); and |

  72. Market-Based Competitive Compensation Levels

    | • | target total direct compensation, which is the sum of base salary plus annual incentive plus long-term incentive compensation at the target levels. |

  73. Market-Based Competitive Compensation Levels

    In September 2023, the Committee reviewed the compensation peer group and determined not to make any changes to the peer group used for purposes of evaluating 2024 compensation decisions.

  74. 2023 SUMMARY COMPENSATION TABLE

    2023 SUMMARY COMPENSATION TABLE The following table sets forth information concerning the compensation of our Named Executive Officers for 2023 and, to the extent required by the SEC executive compensation disclosure rules, 2022 and 2021. For 2023, our Named Executive Officers were our Chief Executive Officer, each of the individuals who served as our Chief Financial Officer during the year, our other three most highly compensated other executive officers as of December 31, 2023 and one former executive officer.

  75. 2023 SUMMARY COMPENSATION TABLE

    | Name and principal position (a) | Year (b) | Salary ($) (c) | Bonus ($) (d)(1) | Stock Awards ($) (e)(2) | Option Awards ($) (f) | Non–Equity Incentive Plan Compensation ($) (g)(3) | Change in Pension Value and Non– qualified Deferred Compensation Earnings ($) (h)(3) | All Other Compensation ($) (i)(4) | Total ($) (j) | | Julie Schertell President and Chief Executive Officer | 2023 | 925,000 | — | 1,800,426 | — | 425,500 | — | 302,736 | 3,453,662 | | | 2022 | 436,290 | — | 1,790,000 | — | 1,106,971 | — | 142,782 | 3,476,043 | | Gregory Weitzel Chief Financial Officer | 2023 | 387,500 | 182,031 | 283,712 | — | 99,904 | — | 47,052 | 1,000,199 | | | | | — | | — | | — | | | | Michael W. Rickheim Chief Human Resources Officer and Administrative Officer | 2023 | 425,000 | — | 255,279 | — | 110,500 | — | 75,734 | 866,513 | | | 2022 | 201,882 | — | 822,428 | — | 307,377 | — | 45,943 | 1,377,630 | | Mark W. Johnson Chief Legal and Administrative Officer & Corporate Secretary | 2023 | 155,462 | 100,000 | 300,002 | — | 40,845 | — | 11,463 | 607,772 | | R. Andrew Wamser, Jr. Former Executive Vice President, Finance and Chief Financial Officer(5) | 2023 | 143,750 | — | 603,837 | — | — | — | 3,497,333 | 4,244,920 | | | 2022 | 531,731 | — | 3,195,831 | — | 488,901 | — | 177,813 | 4,394,276 | | | 2021 | 471,636 | — | 751,999 | — | 227,957 | — | 101,514 | 1,553,106 | | Ricardo Nuñez Former Executive Vice President, General Counsel and Secretary(5) | 2023 | 336,538 | — | 375,021 | — | — | — | 3,398,851 | 4,110,410 | | | 2022 | 489,904 | — | 2,261,378 | — | 391,605 | — | 131,805 | 3,274,692 | | | 2021 | 468,383 | — | 506,775 | — | 208,971 | — | 90,623 | 1,274,752 |

  76. 2023 SUMMARY COMPENSATION TABLE

    | (1) For Mr. Weitzel, the amount reflected in this column for 2023 represents a retention bonus of $97,031 and a bonus of $85,000 paid to him in recognition of his efforts related to the divestiture of our Engineered Paper business. The amount reflected for Mr. Johnson for 2023 represents a sign-on bonus. See discussion above in the Compensation Discussion and Analysis. |

  77. 2023 SUMMARY COMPENSATION TABLE

    | (2) The amounts reported in this column for 2023 represent the annual grants of PSUs and RSUs, valued in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation (“FASB ASC Topic 718”). The amounts included in this column for the PSU awards granted in 2023 are calculated based on the probable satisfaction of the performance conditions for such awards at the time of grant. See Note 19 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 for a discussion of the relevant assumptions used in calculating the amounts reported for the applicable year. As disclosed in the Compensation Discussion and Analysis, for the 2023 PSUs, the Compensation Committee established the performance goals for the first year of the three-year performance period with the annual goals for the subsequent years in the three-year performance period to be set at the beginning of each applicable year during the performance period. In accordance with FASB ASC Topic 718, the value of the 2023 PSUs is based on one-third of the full number of shares subject to the 2023 PSUs for which the performance goals were established in 2023. The remaining portion of the 2023 PSUs that will be linked to goals for subsequent years will be reported in the Summary Compensation Table for those years in which the goals are established. Assuming the highest level of performance is achieved for the 2023 PSUs, the maximum value for the one-third portion of the 2023 PSUs granted in 2023 under FASB ASC Topic 718 would be as follows: |

  78. 2023 SUMMARY COMPENSATION TABLE

    | Name | Maximum Value ($) | | Ms. Schertell | 1,443,420 | | Mr. Weitzel | 226,915 | | Mr. Rickheim | 204,660 | | Mr. Wamser, Jr. | 483,069 | | Mr. Nuñez | 299,997 |

  79. 2023 SUMMARY COMPENSATION TABLE

    | (3) The amounts reported in this column for 2023 represent annual incentive awards earned based on 2023 performance for each Named Executive Officer. |

  80. 2023 SUMMARY COMPENSATION TABLE

    | (4) The amounts reported in this column for 2023 for each Named Executive Officer includes the following: |

  81. 2023 SUMMARY COMPENSATION TABLE

    | Name | Company contributions to qualified and nonqualified retirement plans ($) | Dividends/dividend equivalents paid at vesting ($) | Amounts paid due to separation(a) ($) | Other Executive Benefits(b) ($) | Total ($) | | Julie Schertell | 149,571 | 138,165 | — | 15,000 | 302,736 | | Gregory Weitzel | 23,320 | 12,193 | — | 11,539 | 47,052 | | Michael W. Rickheim | 35,100 | 24,914 | — | 15,720 | 75,734 | | Mark W. Johnson | 4,338 | 1,933 | — | 5,192 | 11,463 | | R. Andrew Wamser, Jr. | 17,400 | 35,266 | 3,444,676 | — | 3,497,333 | | Ricardo Nuñez | 17,400 | 50,369 | 3,331,082 | — | 3,398,851 |

  82. 2023 SUMMARY COMPENSATION TABLE

    | (a) These amounts include the following: |

  83. 2023 SUMMARY COMPENSATION TABLE

    | Name | Cash Severance ($) | Vacation Payout ($) | Benefits Continuation ($) | Total ($) | | R. Andrew Wamser, Jr. | 3,326,192 | 24,880 | 93,595 | 3,444,876 | | Ricardo Nuñez | 3,199,747 | 37,740 | 93,595 | 3,331,082 |

  84. 2023 SUMMARY COMPENSATION TABLE

    See the “Potential Payments Upon Termination or Change of Control” below for additional information related to these amounts.

  85. 2023 SUMMARY COMPENSATION TABLE

    | (b) The amounts reported in this column include monthly executive benefits allowance for Ms. Schertell, Mr. Weitzel, Mr. Rickheim, and Mr. Johnson for items such as tax services, executive physical, and financial planning and also includes health club dues for Mr. Rickheim. |

  86. 2023 SUMMARY COMPENSATION TABLE

    | (5) The last dates of employment for Messrs. Wamser and Nunez were April 1, 2023 and September 1, 2023, respectively. |

  87. 2023 SUMMARY COMPENSATION TABLE

    | (6) The amounts reported for 2022 have been updated for Messrs. Wamser and Nuñez to reflect $45,358 and $37,523, respectively, of additional annual incentive bonus that was paid in recognition of 2022 performance and which was excluded from the 2022 Summary Compensation Table. |

  88. 2023 GRANTS OF PLAN-BASED AWARDS

    2023 GRANTS OF PLAN-BASED AWARDS The following table summarizes awards made to our Named Executive Officers in 2023.

  89. 2023 GRANTS OF PLAN-BASED AWARDS

    | Name | Grant Date | Approval Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (a) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (b)[1] | | | All Other Stock Awards: Number of Shares of Stocks or Units (c) | Grant Date Fair Value of Stock and Option Awards(1) | | | | | Threshold(2) ($)(d) | Target(2) ($)(e) | Maximum(2) ($)(f) | Threshold (#)(g) | Target (#)(h) | Maximum (#)(i) | (#)(j) | ($)(k) | | Julie Schertell | N/A(2) | | 531,875 | 1,063,750 | 2,047,719 | — | — | — | — | — | | | 2/16/2023(3) | 2/13/2023 | — | — | — | — | — | — | 48,114 | 1,199,001 | | | 2/16/2023(4) | 2/13/2023 | — | — | — | 12,029 | 24,057 | 48,114 | — | 601,425 | | Gregory Weitzel | N/A(2) | | 124,880 | 249,760 | 480,788 | — | — | — | — | — | | | 2/16/2023(3) | 2/13/2023 | — | — | — | — | — | — | 1,765(3) | 43,984 | | | 2/16/2023(4) | 2/13/2023 | — | — | — | 441 | 882 | 1,764 | — | 21,979 | | | 4/2/2023(3) | 3/13/2023(5) | — | — | — | — | — | — | 6,762 | 145,180 | | | 4/2/2023(3) | 3/13/2023(5) | — | — | — | 1,690 | 3,380 | 6,760 | — | 72,569 | | Michael Rickheim | N/A(2) | | 138,125 | 276,250 | 531,781 | — | — | — | — | — | | | 2/16/2023(3) | 2/13/2023 | — | — | — | — | — | — | 6,822 | 170,004 | | | 2/16/2023(4) | 2/13/2023 | — | — | — | 1,706 | 3,411 | 6,822 | — | 85,275 | | Mark Johnson | N/A(2) | | 51,056 | 102,112 | 196,566 | — | — | — | — | — | | | 9/1/2023(3) | 8/1/2023 | — | — | — | — | — | — | 19,330 | 300,002 | | R. Andrew Wamser, Jr. | N/A(6) | | 215,625 | 431,250 | 830,156 | — | — | — | — | — | | | 2/16/2023(3) | 2/13/2023 | — | — | — | — | — | — | 16,154 | 402,558 | | | 2/16/2023(4) | 2/13/2023 | — | — | — | 4,039 | 8,077 | 16,154 | — | 201,279 | | Ricardo Nuñez | N/A(6) | | 162,500 | 325,000 | 625,625 | — | — | — | — | — | | | 2/16/2023(3) | 2/13/2023 | — | — | — | — | — | — | 10,033 | 250,022 | | | 2/16/2023(4) | 2/13/2023 | — | — | — | 2,508 | 5,016 | 10,032 | — | 124,999 |

  90. 2023 GRANTS OF PLAN-BASED AWARDS

    | (1) The amounts shown in this column are valued based on the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 and, in the case of the PSUs, are based upon the probable outcome of the applicable performance conditions. See Note 19 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2023, for a discussion of the relevant assumptions used in calculating the amounts. |

  91. 2023 GRANTS OF PLAN-BASED AWARDS

    | (2) The amounts in columns (d), (e) and (f) consist of the threshold, target and maximum cash award levels. The amount actually earned by each continuing Named Executive Officer is included in the Non-Equity Incentive Plan Compensation column in the 2023 Summary Compensation Table. |

  92. 2023 GRANTS OF PLAN-BASED AWARDS

    | (3) These amounts in column (j) represent shares of service-based RSUs which vest pro rata over three years on each anniversary of the date of grant except that Mr. Weitzel's April 2023 grant will vest on the same dates as his February 2023 grant. |

  93. 2023 GRANTS OF PLAN-BASED AWARDS

    | (4) The amounts in columns (g), (h) and (i) consist of the threshold, target and maximum PSUs that can be earned during the 2023-2025 performance period based on the Company’s free cash flow as a Percentage of Net Sales and ROIC, subject to a +/- 20% modifier based on the Company’s relative TSR performance. As noted above, the Compensation Committee established the performance goals for the first year of the three-year performance period with the annual goals for the subsequent years in the three-year performance period to be set at the beginning of each applicable year during the performance period. In accordance with FASB ASC Topic 718, reported in this table is one-third of the full number of shares subject to the 2023 PSUs for which performance goals were established in 2023. |

  94. 2023 GRANTS OF PLAN-BASED AWARDS

    | (5) These grants for Mr. Weitzel were approved by the Compensation Committee on March 13, 2023, to coincide with Mr. Weitzel’s promotion to the Chief Financial Officer position, effective April 2, 2023. |

  95. 2023 GRANTS OF PLAN-BASED AWARDS

    | (6) The amounts in columns (d), (e) and (f) consist of the threshold, target and maximum cash award levels for a full year of participation. Because the individuals terminated employment during the year they received a prorated amount of target in connection with their separations from the Company. |

  96. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023 The following table provides information regarding unexercised stock options and unvested stock awards held by each of the continuing Named Executive Officers as of December 31, 2023. As of December 31, 2023, Messrs. Wamser and Nuñez did not hold any outstanding equity awards with respect to the Company. As permitted under the 2015 Plan, the full value awards were amended in 2024 to provide for cash-settlement rather than stock-settlement.

  97. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023

    | Name | Option Awards | | | | | Stock Awards | | | | | | 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 ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Julie Schertell | 5,934 | — | — | 31.54 | 1/27/2024 | — | — | — | — | | | 5,948 | — | — | 43.98 | 1/26/2025 | — | — | — | — | | | 8,142 | — | — | 42.68 | 1/25/2026 | — | — | — | — | | | 9,621 | — | — | 60.50 | 1/29/2027 | — | — | — | — | | | 9,758 | — | — | 68.75 | 1/29/2028 | — | — | — | — | | | — | — | — | — | — | 4,613(2) | 70,625 | — | — | | | — | — | — | — | — | 32,285(2) | 494,283 | — | — | | | — | — | — | — | — | 11,812(3) | 180,842 | — | — | | | — | — | — | — | — | 41,341(4) | 632,931 | — | — | | | — | — | — | — | — | — | — | 75,944(5) | 1,162,703 | | | — | — | — | — | — | — | — | 24,057(6) | 368,313 | | | — | — | — | — | — | 48,114(7) | 736,625 | — | — | | Gregory Weitzel | 382 | — | — | 43.98 | 1/26/2025 | — | — | — | — | | | 1,066 | — | — | 42.68 | 1/25/2026 | — | — | — | — | | | 1,116 | — | — | 60.50 | 1/29/2027 | — | — | — | — | | | 1,006 | — | — | 68.75 | 1/29/2028 | — | — | — | — | | | — | — | — | — | — | 210(2) | 3,215 | — | — | | | — | — | — | — | — | 1,472(2) | 22,536 | — | — | | | — | — | — | — | — | 584(3) | 8,941 | — | — | | | — | — | — | — | — | 2,039(4) | 31,217 | | | | | | | | | | 1,722(8) | 26,364 | | | | | | | | | | | | 882(6) | 13,503 | | | | | | | | | | 3,380(6) | 51,748 | | | | | | | | 1,765(7) | 27,022 | | | | | | | | | | 6,762(7) | 103,526 | | | | Michael Rickheim | — | — | — | — | — | 741(2) | 11,345 | — | — | | | — | — | — | — | — | 5,179(2) | 79,290 | — | — | | | — | — | — | — | — | 2,011(3) | 30,788 | — | — | | | — | — | — | — | — | 7,037(4) | 107,736 | — | — | | | — | — | — | — | — | — | — | 34,893(5) | 534,212 | | | — | — | — | — | — | — | — | 3,411(6) | 52,222 | | | — | — | — | — | — | 6,822(7) | 104,445 | — | — | | Mark Johnson | — | — | — | — | — | 19,330(9) | 295,942 | — | — |

  98. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023

    | (1) Values calculated using the December 29, 2023 closing share price of $15.31. |

  99. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023

    | (2) This RSU award vested on February 2, 2024, subject to continued employment through the vesting date. |

  100. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023

    | (3) This RSU award vested or is scheduled to vest 50% on January 26, 2024 and 2025, subject to continued employment through each applicable vesting date. |

  101. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023

    | (4) This RSU award is scheduled to vest 100% on December 31, 2024, subject to continued employment through the vesting date. |

  102. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023

    | (5) This PSU award is scheduled to vest, to the extent earned, on December 31, 2024. The number of PSUs earned will be based on the Company’s Synergy Run Rate Achievement during the period beginning on July 6, 2022 and ending December 31, 2024. Number shown is based on target performance. |

  103. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023

    | (6) This PSU award is scheduled to vest, to the extent earned, on February 16, 2026. The number of PSUs earned will be based on the Company’s Free Cash Flow as a percentage of net sales and ROIC, adjusted for relative TSR performance, over the 2023-2025 fiscal years. Number shown is based on target performance. Excluded from this table are 48,114, 8,528, and 6,823 PSUs (at target) for Ms. Schertell, Mr. Weitzel, and Mr. Rickheim, respectively, with respect to the portion of the 2023 PSUs associated with performance goals established in 2024 and 2025. |

  104. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023

    | (7) This RSU award vested or is scheduled to vest one-third on February 16, 2024, 2025 and 2026, subject to continued employment through each applicable vesting date. |

  105. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023

    | (8) This RSU award is scheduled to vest 50% on April 14, 2024 and 2025, subject to continued employment through each applicable vesting date. |

  106. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023

    | (9) This RSU award is scheduled to vest one-third on September 1, 2024, 2025 and 2026, subject to continued employment through each applicable vesting date. |

  107. 2023 OPTION EXERCISED AND STOCK VESTED TABLE

    2023 OPTION EXERCISED AND STOCK VESTED TABLE The following table provides information concerning the exercise of options and vesting of stock during 2023 for each of the Named Executive Officers.

  108. 2023 OPTION EXERCISED AND STOCK VESTED TABLE

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Julie Schertell | 6,654 | 22,625 | 5,772 | 280,021 | | Gregory Weitzel | — | — | 1,360 | 31,707 | | Michael W. Rickheim | — | — | 9,553 | 209,225 | | Mark W. Johnson | — | — | — | — | | R. Andrew Wamser, Jr. | — | — | 104,723 | 2,420,370 | | Ricardo Nuñez | — | — | 59,978 | 1,110,305 |

  109. 2023 PENSION BENEFITS

    2023 PENSION BENEFITS None of the Named Executive Officers received any pension benefits during 2023.

  110. 2023 NON-QUALIFIED DEFERRED COMPENSATION

    2023 NON-QUALIFIED DEFERRED COMPENSATION The following table provides information regarding compensation that has been deferred by Ms. Schertell and Messrs. Weitzel, Rickheim, Johnson, Wamser and Nuñez pursuant to the terms of the Legacy SWM Deferred Compensation Plan (“DCP”), Neenah’s Supplemental Retirement Contribution Plan (“SRP”) and the Legacy Neenah Deferred Compensation Plan (“NDP”).

  111. 2023 NON-QUALIFIED DEFERRED COMPENSATION

    | Name | Plan Name | Executive contributions in last FY ($)(1) | Registrant contributions in last FY ($)(2) | Aggregate earnings in last FY ($) | Aggregate withdrawals / distributions | Aggregate balance at last FYE ($)(3) | | Julie Schertell | SRP | — | 134,542 | 19,574 | — | 185,785 | | Gregory Weitzel | SRP | — | 15,128 | 1,174 | — | 16,302 | | Michael W. Rickheim | NDP | — | — | 5,361 | — | 30,691 | | | DCP | 25,500 | 15,300 | 2,716 | — | 43,516 | | Mark W. Johnson | — | — | — | — | — | — | | R. Andrew Wamser, Jr. | DCP | 56,630 | — | 21,358 | — | 119,663 | | Ricardo Nuñez | DCP | 56,468 | — | 16,503 | — | 121,249 |

  112. 2023 NON-QUALIFIED DEFERRED COMPENSATION

    | (1) These amounts represent deferrals of the participating Named Executive Officer’s salary and/or annual incentive compensation received under the annual incentive program and are included in the “Salary” and Non-Equity Incentive Plan Compensation” columns in the 2023 Summary Compensation Table. |

  113. 2023 NON-QUALIFIED DEFERRED COMPENSATION

    | (2) Company contributions to the Neenah Deferred Compensation Plan “2” and the Supplemental RCP were 401(k) savings plan contributions that exceeded IRS limitations on qualified plan contributions and are included in the “All Other Compensation” column in the 2022 Summary Compensation Table. |

  114. 2023 NON-QUALIFIED DEFERRED COMPENSATION

    | (3) Amounts in this column include the following amounts that were previously reported in the Summary Compensation Table as compensation for: Ms. Schertell — $31,281; Mr. Wamser — $95,546; Mr. Rickheim — $25,250; and Mr. Nuñez — $152,960. All amounts in this column are vested and would be payable in full following any termination. |

  115. 2023 NON-QUALIFIED DEFERRED COMPENSATION

    Legacy SWM Deferred Compensation Plan Eligible employees may elect to defer up to 25% of their annual salary and up to 50% of their incentive bonus to the Legacy SWM Deferred Compensation Plan, a non-qualified deferred compensation plan established in 2005 to allow participants to defer receipt of compensation and payment of certain income taxes. Eligibility to participate in the Legacy SWM Deferred Compensation Plan is limited to “management” and “highly compensated employees” as defined in the Employee Retirement Income Security Act of 1974, as amended. The Company may, with Committee approval, make cash contributions to a participant’s account in the Legacy SWM Deferred Compensation Plan. Amounts deferred into the Legacy SWM Deferred Compensation Plan by a participating officer, or contributed on the officer’s behalf by the Company, can be invested at the officer’s election in an account that tracks, but does not actually invest in, some of the fund elections available under the Company’s 401(k) savings plan. The participating officer bears the investment risk. The Company makes no guaranty as to the return of the principal amount of any funds deferred or of any income thereon. The funds remain subject to the Company’s creditors while in the Legacy SWM Deferred Compensation Plan. A participant may elect to receive payment of the vested amount credited to his or her deferral account under the Legacy SWM Deferred Compensation Plan based on a participant election of a single lump sum or three, five, or ten annual installments. No payments may commence in fewer than five years following the date of the deferral election, except for alternative distributions that may occur in certain defined circumstances including disability, death of participant, separation from service, change of control and unforeseeable emergency, as such terms are defined in the plan. Certain individuals, including plan participants who are Named Executive Officers, must defer distributions from the plan for six months following a separation from service. Mr. Rickheim is the only Named Executive Officer who currently participates in the Legacy SWM Deferred Compensation Plan. In 2023, the Company amended the Legacy SWM Deferred Compensation Plan so that a change of control would no longer be triggered by the acquisition by a person or group of 30% or more of the total voting power or ownership interests of the Company. Neenah Supplemental Retirement Contribution Plan Following the closing of the Merger, the Company assumed Neenah’s supplemental retirement contribution plan (the “Supplemental RCP”) which is a non-qualified defined contribution plan which is intended to provide a tax-deferred retirement savings alternative for amounts exceeding Internal Revenue Code limitations on qualified plans. Ms. Schertell and Mr. Weitzel currently participate in the Supplemental RCP. The Supplemental RCP is a non-qualified excess benefit and supplemental retirement plan pursuant to which the Company provides additional retirement benefits to certain highly compensated employees. These Company contributions are intended to provide contributions to those individuals whose benefits under tax-qualified programs are restricted by the limitations permitted by the Internal Revenue Code. Contributions are held for each participant in either an excess benefit or supplemental benefit unfunded separate account. Participant accounts are credited with earnings, gains, and losses based on the rate of return of investment funds selected by the participant, which the participant may elect to change in accordance with the participant’s elections under the Supplemental RCP. Payments can be tied to termination of employment, including retirement, and would be paid in a lump sum. If a participant dies before receiving the full value of their account balance, the participant’s beneficiary would receive the remainder of the benefit in one lump sum payment. Legacy Neenah Deferred Compensation Plan The Legacy Neenah Deferred Compensation Plan is the deferred compensation plan for the executive officers of former Neenah, Inc. Upon the consummation of the Merger, the Company assumed the Legacy Neenah Deferred Compensation Plan. The Legacy Neenah Deferred Compensation Plan allows the executive officers of the former Neenah, Inc. to defer a portion of their annual cash compensation (base salary and bonus). The Legacy Neenah Deferred Compensation Plan is intended to allow the executive to maximize the value of the compensation they received from the former Neenah, Inc. and assist in their retention. Participants in the Legacy Neenah Deferred Compensation Plan may elect to defer from (i) 5% to 75% of his or her salary paid during a deferral year; and/or (ii) 5% to 100% of his or her bonus paid during a deferral year, provided that the deferral election may not relate to any payroll withholding amount, including required tax withholding or employee contributions under a 401(k) or cafeteria plan or for group health plan premiums. The minimum deferral required to participate in the Legacy Neenah Deferred Compensation Plan is $5,000. The Company dictates the investment fund options from which the participant can choose to elect their deferrals and deferred benefit accounts in. In the case of retirement and the aggregate balance of all of a participant’s deferred benefit accounts is equal to or more than $100,000, a participant may elect to receive the vested amount credited to the participant’s deferred benefit account in either lump sum or annual installments payable over a period of two or ten years. However, if the deferred benefit accounts’ aggregate balance is less than $100,000 the participant will be paid in lump sum upon retirement. In the event of a termination of employment prior to retirement, the participant’s death, or a change of control, the participant will receive the vested amount in the participant’s deferred benefit accounts in lump sum. In the case of an unforeseeable emergency as defined in the Legacy Neenah Deferred Compensation Plan, the Company will pay the participant an amount from the participant’s deferred benefit accounts necessary to satisfy the unforeseeable emergency.

  116. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL Neenah Executive Severance Plan Each of our continuing Named Executive Officers are eligible for payments and benefits in connection with certain qualifying terminations of employment pursuant to the terms of the Amended and Restated Neenah Executive Severance Plan (the “Neenah Severance Plan”). The Neenah Severance Plan categorizes participating executives as either “Tier 1”, “Tier 2”, or “Tier 3” participants in order to provide varying benefit amounts to the different executives. Each of our continuing Named Executive Officers are Tier 1 participants under the Neenah Severance Plan.

  117. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    | • | Upon termination of a Named Executive Officer’s employment by the Company without “cause” outside of a change of control, such Named Executive Officer will be entitled to an amount equal to one and one-half times his or her base salary. |

  118. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    | • | Upon termination of the Named Executive Officer’s employment by Neenah without “cause” within the two-year period following a change of control or by the Named Executive Officer for “good reason” within the two-year period following a change of control, the Neenah Severance Plan provides that such terminated Named Executive Officer will be entitled to the sum of: |

  119. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    | • | two times the sum of his or her annual base salary; |

  120. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    | • | the amount of his or her annual bonus that he or she has earned through the date of the change of control, plus two times his or her targeted annual bonus; |

  121. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    | • | any profit-sharing contributions or pension plan benefits forfeited as a result of such termination; |

  122. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    | • | the amount of profit-sharing contributions and pension plan benefits such participant would have received under the qualified and supplemental retirement plans but for his or her termination for the two-year period following his or her termination; and |

  123. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    | • | the cost of medical and dental COBRA premiums for a period of two years. |

  124. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    In addition, such Named Executive Officer will be fully vested in his or her account under the Legacy Neenah Deferred Compensation Plan, and any outstanding equity awards granted to him or her. Furthermore, upon the termination of a Named Executive Officer’s employment by Neenah at any time without “cause” or by the officer for “good reason” within the two-year period following a change of control, the Named Executive Officer will be eligible to receive reimbursement for outplacement service costs for a period of two years in an amount not to exceed $50,000. Any amounts paid to a Named Executive Officer under the Neenah Severance Plan will be reduced to the maximum amount that could be paid without being subject to the excise tax imposed under Sections 280G and 4999 of the Internal Revenue Code, but only if the after-tax benefit of the reduced amount is higher than the after-tax benefit of the unreduced amount. Payment of the benefits under the Neenah Severance Plan is subject to the applicable executive executing an agreement that includes restrictive covenants and a general release of claims against the Company. These benefits are intended to recruit and retain key executives and provide continuity in the Company’s management in the event of a change of control.

  125. PAY RATIO

    PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the following disclosure about the relationship of the median of the annual total compensation of our employees to the annual total compensation of Ms. Schertell, our Chief Executive Officer. Ratio For 2023,

  126. PAY RATIO

    | • | The median of the annual total compensation of all of our employees, other than Ms. Schertell, was $52,497. |

  127. PAY RATIO

    | • | Ms. Schertell’s annual total compensation was $3,456,572, which differs from the amount reported in the Total column of the Summary Compensation Table - 2023, as discussed further below. |

  128. PAY RATIO

    | • | Based on this information, the ratio of the annual total compensation of Ms. Schertell to the median of the annual total compensation of all employees is estimated to be 66 to 1. |

  129. PAY RATIO

    Ms. Schertell’s compensation differs from the Total column of the Summary Compensation Table as it includes $2,910 of Company provided Life and Disability insurance, which is also included in the median total compensation of all employees. Identification of Median Employee We believe that there have been no significant changes to the Company's employee population or employee compensation arrangements during 2023 that would significantly impact the pay ratio disclosure. Therefore, as permitted by the SEC executive compensation disclosure rules, we are using the same median employee for purposes of disclosing the Company's 2023 pay ratio as was used for the 2022 pay ratio. We selected December 31, 2022 as the date on which to determine our median employee for purposes of our 2022 pay ratio. As of that date, we had approximately 7,521 employees. In addition, as is permitted by the SEC’s executive compensation disclosure rules, we eliminated 175 employees in China (approximately 2% of our total employee population) from the data set, resulting in 7,346 employees used to determine the median employee. For purposes of identifying the median employee from this data set, we considered the base salary and annual incentives for all full-time, part-time, temporary and seasonal employees employed as of December 31, 2022 as this represents the principal form of compensation paid to all of our employees. Since the employee initially identified as the median employee in 2022 was no longer an employee of the Company as of December 31, 2023, for purposes of this pay ratio disclosure, we are using a similarly situated employee to the employee initially identified as the median employee, whose compensation is substantially similar to that of the original median employee identified. The new median employee was identified as a manufacturing employee located in the United States. The median of the annual total compensation of all of our employees, excluding Ms. Schertell, was $52,497 in 2023, calculated in accordance with the Summary Compensation Table rules.

  130. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO Named Executive Officers (“NEOs”) and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  131. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for First PEO(1) ($) | Summary Compensation Table Total for Second PEO(1) ($) | Compensation Actually Paid to First PEO(1)(2)(3) ($) | Compensation Actually Paid to Second PEO(1)(2)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) ($) | Value of Initial Fixed $100 Investment based on:(4) | | Net Income ($ Millions) | EBITDA Delivered ($ Millions) | | | | | | | | | TSR ($) | Peer Group TSR ($) | | | | 2023 | — | 3,453,662 | — | 2,691,524 | 2,165,963 | 1,807,267 | 45.40 | 163.35 | (309.5) | 213.4 | | 2022 | 14,274,246 | 3,476,043 | 11,257,027 | 2,066,898 | 3,099,738 | 1,952,970 | 58.69 | 136.06 | (6.6) | 304.7 | | 2021 | 5,150,672 | — | 3,516,159 | — | 1,290,711 | 938,432 | 78.52 | 144.89 | 88.9 | 209.1 | | 2020 | 5,757,874 | — | 5,448,268 | — | 1,466,461 | 1,052,550 | 101.04 | 122.35 | 83.8 | 212.9 |

  132. Pay Versus Performance Disclosure

    | 1. | The Principal Executive Officer (“PEO”) and Named Executive Officers for the applicable years were as follows: |

  133. Pay Versus Performance Disclosure

    | • | 2023: Julie Schertell (“Second PEO”), served as the Company’s Chief Executive Officer for the entirety of 2023 and the Company’s other Named Executive Officers were: R. Andrew Wamser, Jr.; Gregory Weitzel; Michael W. Rickheim; Mark W. Johnson; and Ricardo Nuñez. |

  134. Pay Versus Performance Disclosure

    | • | 2022: Julie Schertell assumed the role of the Company’s President and Chief Executive Officer on July 6, 2022, and Jeffrey Kramer, PhD (“First PEO”), served as the Company’s Chief Executive Officer during 2022 through July 5, 2022. The Company’s other Named Executive Officers were: R. Andrew Wamser, Jr.; Omar Hoek; Ricardo Nuñez; Michael W. Rickheim; and Tracey Peacock. |

  135. Pay Versus Performance Disclosure

    | • | 2021: Jeffrey Kramer, PhD, served as the Company’s Chief Executive Officer for the entirety of 2021 and the Company’s other Named Executive Officers were: R. Andrew Wamser, Jr.; Omar Hoek; Ricardo Nuñez; and Tracey Peacock. |

  136. Pay Versus Performance Disclosure

    | • | 2020: Jeffrey Kramer, PhD, served as the Company’s Chief Executive Officer for the entirety of 2020 and the Company’s other Named Executive Officers were: R. Andrew Wamser, Jr.; Omar Hoek; Ricardo Nuñez; and Daniel Lister. |

  137. Pay Versus Performance Disclosure

    | 2. | The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |

  138. Pay Versus Performance Disclosure

    | 3. | Compensation Actually Paid 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. Amounts in the Exclusion of Stock Awards column are based on the amounts from the Stock Awards column set forth in the Summary Compensation Table. |

  139. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for Second PEO ($) | Exclusion of Stock Awards for Second PEO ($) | Inclusion of Equity Values for Second PEO ($) | Compensation Actually Paid to Second PEO ($) | | 2023 | 3,453,662 | (1,800,426) | 1,038,288 | 2,691,524 |

  140. Pay Versus Performance Disclosure

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards for Non- PEO NEOs ($) | Average Inclusion of Equity Values for Non- PEO NEOs ($) | Average Compensation Actually Paid to Non- PEO NEOs ($) | | 2023 | 2,165,963 | (363,570) | 4,874 | 1,807,267 |

  141. Pay Versus Performance Disclosure

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

  142. Pay Versus Performance Disclosure

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Second PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards Second PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Second PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Second PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Second PEO ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Second PEO ($) | Total - Inclusion of Equity Values for Second PEO ($) | | 2023 | 780,963 | 196,804 | — | 60,521 | — | — | 1,038,288 |

  143. Pay Versus Performance Disclosure

    | Year | 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 ($) | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2023 | 109,015 | 42,608 | — | 3,274 | (150,023) | — | 4,874 |

  144. Pay Versus Performance Disclosure

    | 4. | The Peer Group TSR set forth in this table utilizes the S&P SmallCap 600 Capped Materials Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the S&P SmallCap 600 Capped Materials Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. |

  145. Pay Versus Performance Disclosure

    | 5. | We determined EBITDA Delivered to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2023. EBITDA Delivered is a non-GAAP measure. For more information on EBITDA Delivered, please see the “2023 Short-Term Incentive Plan” section of the Compensation Discussion & Analysis in this proxy statement. This performance measure may not have been the most important financial performance measure for prior years, and we may determine a different financial performance measure to be the most important financial performance measure in future years. |

  146. Pay Versus Performance Disclosure

    Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company and Peer Group Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the four most recently completed fiscal years, and the S&P SmallCap 600 Capped Materials Index over the same period. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the four most recently completed fiscal years. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and EBITDA Delivered The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our EBITDA Delivered during the four most recently completed fiscal years. Tabular List of Most Important Financial Performance Measures The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and Non-PEO NEOs for 2023 to Company performance. (These measures are discussed in the Compensation Discussion and Analysis section of this proxy statement.) The measures in this table are not ranked. EBITDA Delivered Synergies Achieved Free Cash Flow as a Percentage of Net Sales ROIC Relative TSR # # #

  147. Compensation of Directors

    Compensation of Directors Every other year, the Compensation Committee reviews non-employee director compensation to evaluate whether non-employee director compensation is consistent with market practices. After considering input from Meridian, the Board determined not to make any changes to the compensation of our non-employee directors in connection with the 2023 pay review. In 2023, each non-employee director received the following cash and stock compensation for service on our Board and its committees:

  148. Compensation of Directors

    | • | An annual Board retainer of $95,000 in stock plus $70,000 in cash. Retainers are paid quarterly, with the stock retainer valuation based on the closing price on the trading day immediately preceding the grant date and prorated for one partial quarter of service. |

  149. Compensation of Directors

    | • | Additional annual retainer for the Non-Executive Chairman was $75,000 per year, paid quarterly in cash. |

  150. Compensation of Directors

    | • | Directors who serve on committees receive an additional annual retainer, paid quarterly in cash as follows: |

  151. Compensation of Directors

    | • | Audit Committee: $30,000 for Chair; $15,000 for other members |

  152. Compensation of Directors

    | • | Compensation Committee: $20,000 for Chair; $10,000 for other members |

  153. Compensation of Directors

    | • | Nominating & Governance Committee: $15,000 for Chair; $10,000 for other members |

  154. Compensation of Directors

    A director who is an officer or an employee of the Company or any of its subsidiaries or affiliates does not receive any fees for service as a member of the Board but is reimbursed for expenses incurred as a result of such service. Each non-employee director earned the following compensation in 2022 in addition to reimbursement of his or her actual and reasonable travel expenses.

  155. 2023 DIRECTOR COMPENSATION

    2023 DIRECTOR COMPENSATION

  156. 2023 DIRECTOR COMPENSATION

    | Name(1) | Fees Earned or Paid in Cash | Stock Awards ($)(2) | Total | | William Cook | 85,000 | 95,000 | 180,000 | | Jeffrey Keenan | 95,000 | 95,000 | 190,000 | | Marco Levi | 80,000 | 95,000 | 175,000 | | Kimberly Ritrievi | 100,000 | 95,000 | 195,000 | | John Rogers | 160,000 | 95,000 | 255,000 | | Shruti Singhal | 95,000 | 95,000 | 190,000 | | Tony Thene | 95,000 | 95,000 | 190,000 | | Anderson Warlick | 100,000 | 95,000 | 195,000 |

  157. 2023 DIRECTOR COMPENSATION

    | (1) Ms. Schertell is not included in this table as she is an employee of the Company and received no additional compensation for her service as a director. The 2023 compensation received by Ms. Schertell as an employee of the Company is shown in the 2023 Summary Compensation Table. |

  158. 2023 DIRECTOR COMPENSATION

    | (2) The amounts shown in this column are valued based on the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. Grant date fair value is calculated by multiplying the number of shares granted by our closing share price on the grant date (or the last trading day prior to the grant date). As of December 31, 2023, the total number of stock awards outstanding per director, in the form of deferred shares or deferred share units, were as follows: Mr. Cook — 10,580; Mr. Keenan — 13,474; Mr. Levi — 0; Dr. Ritrievi — 6,735; Dr. Rogers — 6,735; Mr. Singhal — 0; Mr. Thene — 0; and Mr. Warlick — 13,828. These totals also include accumulated dividends on stock units. |

  159. 2023 DIRECTOR COMPENSATION

    U.S. directors may elect to defer all or part of their compensation to the Deferred Compensation Plan No. 2 for Non-Employee Directors, a non-qualified, deferred compensation plan established in 2005 to allow participants to defer receipt of compensation and payment of certain federal and state income taxes. Each participating director has an individual deferral account that is credited with cash or stock units, which include accumulated dividends, with stock units credited under the plan to be settled in shares of Common Stock. Cash credits accrue market-based investment earnings. The stock units do not have any voting rights. Because of regulatory changes, Deferred Compensation Plan No. 2 replaced the Deferred Compensation Plan for Non-Employee Directors in effect from 2000 to 2004, which operated in a similar manner. The earlier plan was frozen as of December 31, 2004 to stop the accrual of additional unvested benefits, other than market-based investment earnings or losses on individual account balances as of that date. The Company provides no guaranty of repayment of the principal amount deferred or of any earnings on the participants’ account balances in either plan. As the Merger constituted a “Change of Control” under the Deferred Compensation Plan No. 2 for Non-Employee Directors, each director who previously elected to be paid a lump sum following a Change of Control was required to have their account balance under the plan paid to them within 60 days following the Merger. In 2023, the Company amended the Deferred Compensation Plan No. 2 for Non-Employee Directors so that a change of control would no longer be triggered by the acquisition by a person or group of 30% or more of the total voting power or ownership interests of the Company.

  160. Board of Directors and Standing Committees

    Board of Directors and Standing Committees Board Leadership Structure The Board is led by the Chair of the Board. Since 2019, Dr. Rogers has served as Chair of the Board. As an independent director, Dr. Rogers serves as Non-Executive Chair. Dr. Rogers is expected to serve as Chair of the Board until the Annual Meeting, at which time Dr. Ritrievi will become the Chair of the Board. Dr. Ritrievi was appointed by the Board as Chair pursuant to our By-Laws, which provide that, promptly after the Annual Meeting, the continuing directors from SWM, or their successors, will have the right to elect a replacement non-executive Chair to the board of directors following Dr. Rogers’ tenure, to serve until the end of the Governance Period (the date of the annual meeting of stockholders held in 2025, or December 31, 2025, if an annual meeting is not held in 2025). The Board believes that whether one person should simultaneously occupy the offices of Chair of the Board and Chief Executive Officer should be determined by the Board in its business judgment, on a periodic basis, including at any time there is a vacancy in either position, after considering relevant factors at the time, such as the specific needs of the business and the best interests of the Company and its stockholders. When the same person holds the Chair and Chief Executive Officer roles or when the Chair is not independent, the independent directors elect a Lead Non-Management Director for a two-year term, and after two of such terms, he or she becomes ineligible to stand for re-election to that position for at least one term. The Non-Executive Chair acts as liaison between the Chief Executive Officer and the independent directors. The Non-Executive Chair or non-management directors as a group can retain such independent experts they deem to be necessary or desirable, with the costs borne by the Company. There is also total freedom of communication between any director and the Chief Executive Officer and any other member of management, and such communications are not required to go through the Non-Executive Chair or the Chief Executive Officer, in the case of director communication with other members of management. The Non-Executive Chair will be available for consultation and direct communication if requested by any major stockholder of the Company. Director Independence An independent director is a person who is free from any relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Annually, the Board will assess the independence of each non-management director based on the existence or absence of a material relationship with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company). In addition to the independence standards of the SEC and the NYSE, the Board has adopted certain categorical standards of independence. The following persons shall not be considered independent:

  161. Board of Directors and Standing Committees

    | a. | A director who is employed by the Company or any of its affiliates for the current year or any of the past five years. |

  162. Board of Directors and Standing Committees

    | b. | A director who is, or in the past five years has been, affiliated with or employed by a (present or former) auditor of the Company (or of an affiliate). |

  163. Board of Directors and Standing Committees

    | c. | A director who is, or in the past five years has been, part of an interlocking directorate in which an executive officer of the Company serves on the compensation committee of another company that concurrently employs the director. |

  164. Board of Directors and Standing Committees

    | d. | A director who is, or in the past five years has been, a Family Member of an individual who was employed by the Company or any of its affiliates as an executive officer. The term “Family Member” shall mean a person’s spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than household employees) who shares such person’s home. |

  165. Board of Directors and Standing Committees

    | e. | A director who, during the current fiscal year or any of the past five fiscal years, personally provided services to the Company or its affiliates that had an annual value in excess of $60,000; or who was paid or accepted, or who has a non-employee Family Member who was paid or accepted, any payments from the Company or any of its affiliates in excess of $60,000 other than compensation for board service, benefits under a tax-qualified retirement plan, or non-discretionary compensation. |

  166. Board of Directors and Standing Committees

    | f. | A director who is a partner in, or a controlling stockholder or an executive officer of, any organization (profit or non-profit) to which the Company made, or from which the Company received, payments (other than those arising solely from investments in the Company’s securities) that exceed one percent (1%) of the recipient’s annual consolidated gross revenues in the current year or any of the past five fiscal years; unless, for provisions (e) and (f), the Board expressly determines in its business judgment that the relationship does not interfere with the director’s exercise of independent judgment. |

  167. Board of Directors and Standing Committees

    Based on the foregoing standard, as well as the applicable standards for independence articulated by the NYSE and the SEC, the Board affirmatively determined that the following directors met the applicable independence standards:

  168. Board of Directors and Standing Committees

    | William M. Cook | Jeffrey J. Keenan | | Marco Levi | Kimberly E. Ritrievi | | John D. Rogers | Shruti Singhal | | Tony R. Thene | Anderson D. Warlick |

  169. Board of Directors and Standing Committees

    Ms. Schertell is a member of management and is not independent. Financial Experts The Board determined that Drs. Ritrievi and Rogers, and Messrs. Cook and Keenan each qualify as “audit committee financial experts” as such term is defined in Item 407(d)(5)(ii) of Regulation S-K. Standing Committees Each of the Audit Committee, the Compensation Committee and the Nominating & Governance Committee is a “Standing Committee” of the Board. Each Standing Committee is composed entirely of independent directors. The following table lists the current members, principal functions and meetings held in 2023 for each of the Standing Committees:

  170. Board of Directors and Standing Committees

    | Members | Principal Functions | | Meetings in 2023 | | Audit Committee Kimberly E. Ritrievi (Chair) William M. Cook Jeffrey J. Keenan John D. Rogers Shruti Singhal No member serves on the audit committee of more than three public companies, including the Company’s Audit Committee. Following the Annual Meeting, Dr. Rogers will serve as Chair of the Audit Committee and Mr. Singhal will no longer serve on the Audit Committee. | • | Appointment of outside auditors to audit the records and accounts of the Company | 7 | | | • | Retain and compensate outside auditors | | | | • | Review scope of audits, provide oversight in connection with internal control, financial reporting and disclosure systems | | | | • | Monitor the Company’s compliance with legal and regulatory requirements | | | | • | The nature and scope of the Committee’s responsibilities are set forth in further detail under the caption “Audit Committee Report” | | | Compensation Committee Anderson D. Warlick (Chair) Marco Levi Tony Thene Following the Annual Meeting, Mr. Thene will be retiring from the Board and Mr. Singhal will join the Compensation Committee. | • | Evaluate and approve executive officer compensation | 5 | | | • | Review compensation strategy, plans and programs and evaluate related risk | | | | • | Evaluate and make recommendations on director compensation | | | | • | The nature and scope of the Committee’s responsibilities are set forth in further detail under the caption “Compensation Discussion & Analysis” | | | Nominating & Governance Committee Shruti Singhal (Chair) Jeffrey Keenan Tony Thene Anderson D. Warlick Following the Annual Meeting, Mr. Thene will be retiring from the Board. | • | Review and recommend to the Board candidates for election by stockholders or to fill any vacancies on the Board; evaluate stockholder nominees | 5 | | | • | Oversee the Board, committee and individual director evaluation processes | | | | • | Evaluate, monitor and recommend changes in the Company’s governance policies | | | | • | Oversee and report to the Board on the succession planning process with respect to directors and the Chief Executive Officer, including review of a transition plan in the event of an unexpected departure or incapacity of the Chief Executive Officer | | | | • | Oversight of environmental, social and governance (ESG) matters | |

  171. Board of Directors and Standing Committees

    Director Attendance The Board of Directors met 8 times in 2023. With the exception of one missed committee meeting by one director, all of our directors attended all Board and applicable committee meetings in 2023. The Company expects members of the Board to attend each Annual Meeting and all directors who were then in office attended the 2023 Annual Meeting. Director Training From time to time, directors participate in the Company’s compliance training programs and in programs directed specifically to the due and proper execution of their duties as directors. The Board adopted a Policy on Orientation and Continuing Education for Board Members as part of the Company’s Corporate Governance Guidelines. The policy requires orientation for new directors and ongoing presentations and training for existing directors, as well as periodic reports on continuing education to the Nominating & Governance Committee. Board Evaluation The Board and its committees conduct annual self-evaluations, and the Non-Executive Chair or Lead Independent Director, as applicable, may also engage individual Board members regarding Board or Committee performance. Evaluations of individual directors occur in connection with the evaluation of each director’s nomination for re-election to an additional term and also after completing the first year of Board service for any new director. The Nominating & Governance Committee oversees the Board, committee, and individual evaluation processes. Overboarding Policy Our Corporate Governance Guidelines provides that directors who also serve as executive officers of other public companies should not serve on more than two boards of public companies in addition to the Company’s Board. Other directors should not serve on more than four other public company boards. No Audit Committee member may serve on more than three public company audit committees, including the Company’s Audit Committee.

  172. Directors and Executive Officers

    Directors and Executive Officers To assure that the interests of directors and executive officers are aligned with the Company’s stockholders, the Company requires both directors and key executive officers (including all of the Company’s Named Executive Officers, as described in the section entitled “Executive Compensation - Compensation Discussion & Analysis”) to own minimum amounts of Common Stock within five years of becoming subject to the policy. Either directly or through deferred compensation accounts, each director must hold equity, or equity equivalents, in an amount at least equal in value to five times the value of the directors’ annual Board cash retainer. Each Named Executive Officer must hold vested equity equal to a multiple (from two to five), depending on the position held, of his or her annual base salary. As of the date of this Proxy Statement, all directors and Named Executive Officers have met the guidelines or are within the five year period to be in compliance with these stock ownership guidelines. The following table sets forth information as of March 4, 2024 regarding the number of shares of Common Stock beneficially owned by all directors and nominees, by each Named Executive Officer and by all directors and executive officers as a group. In addition to shares of Common Stock they own beneficially, certain directors as of the date of this Proxy Statement have at some point deferred part of their compensation from the Company through a deferred compensation plan for non-employee directors, explained in more detail under “Compensation of Directors” below. Under such plan, each director holds the equivalent of stock units in a deferral account. Unless otherwise indicated in a footnote, each person listed below possesses sole voting and investment power with respect to the shares indicated as beneficially owned by that person.

  173. Outstanding Equity Awards

    Outstanding Equity Awards As of March 1, 2024, there were approximately 418,383 awards issued and outstanding under the 2015 Plan. As noted above, as of March 1, 2024, the Company had utilized the entire share pool under the 2015 Plan.

  174. Certain Features of the 2024 Plan

    | • | Annual non-employee director compensation limit, which cannot be amended without stockholder approval; and |

  175. Non-Employee Director Compensation Limit

    Non-Employee Director Compensation Limit Under the terms of the 2024 Plan, the aggregate value of cash compensation and the grant date fair value of shares of Common Stock that may be granted during any fiscal year of the Company to any non-employee director will not exceed $750,000, multiplied by two in the year in which a non-employee director commences service on the Board. The non-employee director compensation limit under the 2024 Plan will not apply to awards distributed in lieu of all or a portion of fees receivable by a non-employee director for service on the Board or any Board committee.