DEF 14A of Mativ Holdings, Inc., Mar 21, 2025

DEF 14A of Mativ Holdings, Inc.

Filed Mar 21, 2025 · FY20240001140361-25-009899

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. Overview of Our Board (Continuing Directors and Our Director Nominee)

    Overview of Our Board (Continuing Directors and Our Director Nominee)

  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. 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 nominee across the three classes. John D. Rogers, PhD, who is currently a Class III director, will not stand for re-election at the Annual Meeting. Accordingly, as of the date of this proxy statement, there are six directors serving on the Board. The Board has agreed that the number of directors constituting the entire Board immediately following the Annual Meeting shall be five:

  4. Board Structure

    | Class I - Current Term Ending at 2026 Annual Meeting | Class II - Current Term Ending at 2027 Annual Meeting | Class III - Nominee for Election at 2025 Annual Meeting | | Marco Levi | Shruti Singhal | Kimberly E. Ritrievi, ScD | | William M. Cook | John K. Stipancich | |

  5. 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.

  6. Nominee for Director

    Nominee for Director Upon recommendation of the Nominating & Governance Committee, the Board has nominated Kimberly E. Ritrievi, ScD for election to the Board as a Class III director to serve a three-year term ending at the 2028 Annual Meeting of Stockholders. If elected by our stockholders, Dr. Ritrievi will hold office until her successor has been elected and qualified or until her earlier resignation or removal. Dr. Ritrievi is a current member of the Board. The Board has determined that Dr. Ritrievi is independent pursuant to the independence standards of the SEC, the NYSE and the Company. Dr. Ritrievi has consented to serve if elected. Should the nominee 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 (one). The Board of Directors unanimously recommends a vote FOR the election to the Board of our nominee, Kimberly E. Ritrievi, ScD.

  7. Background Information on the Nominee and Continuing Directors

    Background Information on the Nominee and Continuing Directors The name of the nominee 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.

  8. Nominee for Election to the Board of Directors

    Nominee for Election to the Board of Directors

  9. Nominee for Election to the Board of Directors

    | Kimberly E. Ritrievi, ScD Age: 66 Director Since: 2018 | Business Experience: | | | • President, The Ritrievi Group, LLC, since 2005 • Various leadership roles at Goldman Sachs & Co., 1997 – 2004 | | | Public Company Directorship: | | | • Director of Tetra Tech, Inc., since 2013 | | | Director Qualifications: | | | • Dr. Ritrievi has over thirty years of collective experience in the capital markets and specialty chemicals industries. 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. |

  10. Members of Board of Directors Continuing in Office

    Members of Board of Directors Continuing in Office

  11. Members of Board of Directors Continuing in Office

    | William M. Cook Age: 71 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: | | | • Director, IDEX Corporation, 2008 – 2022 • Director, AXALTA Coating Systems, Ltd., since 2019 • Director, Neenah Inc., 2016 – 2022 • Director, Valspar Corporation, 2010 – 2017 | | | Director Qualifications: | | | • 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 board of Donaldson Company, Inc. from 2004 - 2016 and as an independent Director for IDEX Corporation, Neenah, AXALTA Coating Systems, Ltd., and Valspar Corporation. Mr. Cook also has valuable board experience from his past board service for various private company and charitable organizations. |

  12. Members of Board of Directors Continuing in Office

    | Marco Levi Age: 67 Director Since: 2016 | 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 | | | Director Qualifications: | | | • 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. |

  13. Members of Board of Directors Continuing in Office

    | Shruti Singhal Age: 55 Director Since: 2022 | Business Experience: | | | • President and Chief Executive Officer of the Company, since March 2025 • President and Chief Executive Officer, Chroma Color Corporation, a leading formulator, and specialty color and additive concentrates supplier, 2021 – March 2025 • President, DSM’s Engineering Materials Business, 2019 – 2021 | | | Public Company Directorships: | | | • Director, Neenah Inc., 2021 – 2022 | | | Director Qualifications: | | | • Mr. Singhal brings significant business and engineering experience in the specialty materials industry gained from his roles as President and Chief Executive Officer of Chroma Color Corporation, a leading formulator, and specialty color and additive concentrates supplier, and as President of DSM’s Engineering Materials Business. Mr. Singhal also extensive experience with international corporate operations as he 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. |

  14. Members of Board of Directors Continuing in Office

    | John K. Stipancich Age: 56 Director Since: 2024 | Business Experience: | | | • Executive Vice President, General Counsel and Secretary of Roper Technologies, Inc., an operator of market-leading businesses that design and develop vertical software and technology-enabled products for a variety of niche markets, since 2016 • Chief Financial Officer of Newell Brands Inc., 2014 – 2016 • General Counsel of Newell Brands Inc., 2009 – 2014 | | | Director Qualifications: | | | • Mr. Stipancich has extensive business and legal experience, having worked as both chief financial officer and general counsel of Fortune 500 companies. He has a wealth of M&A experience, including acquisitions, divestitures, joint ventures, and tax restructurings. Mr. Stipancich also bring significant special materials global operations experience, as he served as the General Counsel and Corporate Secretary, and Executive Leader of Newell Brand Inc.’s operations in the Europe, Middle East, and Africa region. |

  15. Members of Board of Directors Continuing in Office

    Summary of Skills, Experience, and Attributes of Director Nominee and Continuing Directors Our director nominee and continuing directors and 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.

  16. Members of Board of Directors Continuing in Office

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

  17. Members of Board of Directors Continuing in Office

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

  18. Key Compensation Policies and Practices

    | What We Do: | | | | | ✔ | A significant portion of the NEOs’ total target 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 2024 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 NEOs. | | |

  19. 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 out underwater option awards. | | ✘ | Allow directors and key executives (including the NEOs) to hedge or pledge their Company securities. | | ✘ | Executive employment contracts unless required by local law. | | ✘ | Excessive perquisites. |

  20. Elements of the 2024 Executive Compensation Program

    | 2024 Annual Pay Elements* | | | | | | | Salary | Short-Term Incentive Plan | Service-Based Restricted Stock Units (“RSUs”) | Performance-Based Restricted Stock Units (“PSUs”) | | 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 |

  21. Elements of the 2024 Executive Compensation Program

    | 2024 Annual Pay Elements* | | | | | | | Salary | Short-Term Incentive Plan | Service-Based Restricted Stock Units (“RSUs”) | Performance-Based Restricted Stock Units (“PSUs”) | | How Target and Payout Are Determined | Committee determines amounts and considers Chief Executive Officer recommendations for other NEOs 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 NEOs 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 NEOs 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 NEOs 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, Revenue, Safety Scorecard | Change in Company stock price | Free Cash Flow as a Percent of Net Sales, Return on Invested Capital, Relative TSR |

  22. 2024 Short-Term Incentive Plan

    2024 Short-Term Incentive Plan In February 2024, after consulting with Meridian, the Committee approved cash-based award opportunities for the NEOs under our 2024 Short-Term Incentive Plan (“STIP”) as set forth in the table below in order to further align their compensation with the Company’s performance. The performance objectives for 2024 were EBITDA Delivered, revenue and Safety Scorecard. The Committee determined to replace the Synergies Achieved metric that had been originally approved for the 2023 STIP with revenue due to the amount of time that has elapsed since the consummation of the July 2022 merger between Schweitzer-Mauduit International, Inc. (“SWM”) and Neenah, Inc. (“Neenah”), resulting in the combined company, Mativ Holdings, Inc. (the ‘‘Merger”), and to focus instead on metrics that were viewed by the Committee to be core drivers of the Company’s performance and stockholder value creation. The following table summarizes the 2024 target annual incentive opportunity for each NEO (expressed as a percentage of 2024 base salary). The target award opportunities for Messrs. Weitzel and Johnson were increased based on a review of the competitive market data as well as their individual performance since assuming their respective roles. The target award opportunity for Mr. Elwart was determined after considering market data and the Company’s historical compensation practices.

  23. 2024 Short-Term Incentive Plan

    | Name | 2023 Target Bonus (% of Base Salary) | 2024 Target Bonus (% of Base Salary) | | Julie Schertell | 115% | 115% | | Greg Weitzel | 65% | 70% | | Mark W. Johnson | 65% | 70% | | Michael W. Rickheim | 65% | 65% | | Ryan Elwart | N/A | 65% |

  24. 2024 Short-Term Incentive Plan

    The following table sets forth the financial performance metrics applicable to the determination of 2024 STIP payouts for the NEOs. The target achievement levels for the EBITDA Delivered and revenue metrics were based our 2024 budget, factoring in anticipated growth rates for such metrics. The Committee believed at the time that the performance targets set for the 2024 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 2024.

  25. 2024 Short-Term Incentive Plan

    | | 2024 Objectives(1) | | | Results | | | MEASUREMENT METRICS | Threshold (50%) | Target (100%) | Maximum (200%)(2) | Actual Performance | Attainment Percentage | | 70% EBITDA Delivered(3) ($ in millions) | $213 | $235 | $272 | $221 | 67% | | 20% Revenue(4) ($ in millions) | $2,026 | $2,168 | $2,261 | Below Threshold | 0% | | 10% Safety Scorecard(5) | 80% | 90% | 100% | 96% | 115% |

  26. 2024 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. |

  27. 2024 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 Revenue metrics and 125% of target for the Safety Scorecard metric. |

  28. 2024 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) extraordinary gains or losses, (b) nonrecurring gains or losses, (c) gains or losses from asset sales, or (d) facility/asset closure or restructuring costs. |

  29. 2024 Short-Term Incentive Plan

    | (4) Revenue represents total revenues as reported in the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. |

  30. 2024 Short-Term Incentive Plan

    | (5) Safety Scorecard is intended to focus the NEOs 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 learning engagement and pre-task risk assessments. |

  31. 2024 Short-Term Incentive Plan

    The following table summarizes the target STIP opportunities for each NEO (expressed as a percentage of 2024 base salary and in dollars) for 2024 and the STIP payouts received by each NEO for 2024:

  32. 2024 Short-Term Incentive Plan

    | Name | 2024 Target Bonus (% of Base Salary) | 2024 Target Bonus Award Opportunity ($) | Final 2024 Bonus ($) | Final 2024 Bonus as a % of Target | | Julie Schertell | 115% | $1,121,250 | $661,538 | 59.0% | | Greg Weitzel | 70% | $332,500 | $196,175 | 59.0% | | Mark W. Johnson | 70% | $350,000 | $206,500 | 59.0% | | Michael W. Rickheim | 65% | $292,500 | $172,575 | 59.0% | | Ryan Elwart | 65% | $299,250(1) | $176,558 | 59.0% |

  33. 2024 Short-Term Incentive Plan

    | (1) Mr. Elwart’s target bonus award opportunity was pro-rated based on his start date of January 30, 2024. |

  34. 2024 Long-Term Incentive Compensation

    2024 Long-Term Incentive Compensation In April 2024, the Committee granted our NEOs long-term incentive award opportunities for the 2024-2026 performance period under the Company’s 2024 Equity and Incentive Plan (the “2024 Plan”), with the 2024 long-term incentive opportunity for each NEO 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. After consulting with Meridian and considering internal pay equity and a review of competitive market practices, the Committee established the following 2024-2026 performance period target long-term incentive award opportunities for our NEOs. The target long-term incentive opportunities for each of the continuing NEOs increased as compared to 2023 (or, in the case of Mr. Johnson, from the target opportunity set forth in his offer letter) in recognition of their performance since assuming each of their respective roles and based on the competitive market data. The target long-term incentive award opportunity for Mr. Elwart was determined after considering market data and the Company’s compensation practices with respect to its other executive officers.

  35. 2024 Long-Term Incentive Compensation

    | Name | 2023 Target LTIP (% of 2023 Base Salary) | 2024 Target LTIP (% of 2024 Base Salary) | | Julie Schertell | 324% | 331% | | Greg Weitzel | 125% | 150% | | Mark W. Johnson | N/A(1) | 140% | | Michael W. Rickheim | 100% | 125% | | Ryan Elwart | N/A | 150% |

  36. 2024 Long-Term Incentive Compensation

    | (1) As previously disclosed, Mr. Johnson commenced employment with the Company in September 2023 and did not participate in the Company’s 2023 long-term incentive program. |

  37. 2024 Long-Term Incentive Compensation

    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 NEOs under its 2024 long-term incentive program, expressed (i) as a percentage of 2024 base salary and (ii) in dollars.

  38. 2024 Long-Term Incentive Compensation

    | Name | Target LTIP (% of 2024 Base Salary) | Target LTIP Award Opportunity ($) | 2024 PSUs (# at Target) | 2024 Service- Based RSUs (#) | | Julie Schertell | 331% | $3,227,244 | 142,904 | 95,269 | | Greg Weitzel | 150% | $712,500 | 31,550 | 21,033 | | Mark W. Johnson | 140% | $700,000 | 30,996 | 20,664 | | Michael W. Rickheim | 125% | $562,500 | 24,906 | 16,605 | | Ryan Elwart | 150% | $750,000 | 33,210 | 22,140 |

  39. 2024 Long-Term Incentive Compensation

    2023 and 2024 Performance-Based Restricted Stock Unit Awards In 2023 and 2024, the Company granted PSU 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, which may be applied by the Committee at its discretion. 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 are 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 (with respect to the PSUs granted in 2023) and 2024 (with respect to the PSUs granted in 2023 and 2024) are set forth in the table below and were each 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 may be modified by the Committee at its discretion by applying a TSR modifier based on the Company’s performance relative to the S&P 600 Materials Index. The tables below set forth the performance goals applicable to the PSU awards for the 2023-2025 and 2024-2026 performance periods:

  40. 2024 Long-Term Incentive Compensation

    | | 2023 | | | | 2024 | | | | 2025 | | | | | | Threshold (50%) | Target (100%) | Maximum (200%) | Actual | Threshold (50%) | Target (100%) | Maximum (200%) | Actual | Threshold (50%) | Target (100%) | Maximum (200%) | Actual | | Free Cash Flow as a Percent of Net Sales | 3.0% | 5.0% | 7.0% | Below Threshold | 0.7% | 1.6% | 3.7% | 2.0% | * | * | * | * | | ROIC | 6.0% | 7.5% | 9.0% | Below Threshold | 3.5% | 4.5% | 7.0% | 4.5% | * | * | * | * | | Payout Result | | | | 0% | | | | 105% | | | | * | | Relative TSR Result | | | | | | | | | | | | |

  41. 2024 Long-Term Incentive Compensation

    | | 2024 | | | | 2025 | | | | 2026 | | | | | | Threshold (50%) | Target (100%) | Maximum (200%) | Actual | Threshold (50%) | Target (100%) | Maximum (200%) | Actual | Threshold (50%) | Target (100%) | Maximum (200%) | Actual | | Free Cash Flow as a Percent of Net Sales | 0.7% | 1.6% | 3.7% | 2.0% | * | * | * | * | * | * | * | * | | ROIC | 3.5% | 4.5% | 7.0% | 4.5% | * | * | * | * | * | * | * | * | | Payout Result | | | | 105% | | | | * | | | | * | | Relative TSR Result | | | | | | | | | | | | |

  42. 2024 Long-Term Incentive Compensation

    | * Performance goals for the 2025 performance year was established at the beginning of 2025 and will be disclosed in next year’s proxy statements. Performance goals for the 2026 performance year are expected to be established at the beginning of 2026 and will be disclosed in the Company’s 2026 proxy statement. |

  43. 2024 Long-Term Incentive Compensation

    2024 Service-Based Restricted Stock Unit Awards Pursuant to the service-based component of the Company’s 2024 long-term incentive award opportunity, in April 2024, the NEOs were granted RSU awards, which are scheduled to vest in equal installments in February 2025, 2026 and 2027, subject to continued employment through each applicable vesting date. Cash Settlement of Outstanding 2015 Plan Awards As permitted under the Schweitzer-Mauduit International, Inc. 2015 Long-Term Incentive Plan (the “2015 Plan”), the full value awards granted under the 2015 Plan were amended in 2024 to provide for cash-settlement in order to preserve the Company’s available shares under the 2015 Plan.

  44. New Hire Compensation

    New Hire Compensation In connection with Mr. Elwart’s appointment as Group President, Sustainable and Adhesive Solutions, Mr. Elwart and the Company entered into an offer letter setting forth the initial terms of his employment, with the principal compensation elements as described above. In addition, Mr. Elwart was granted service-based RSUs, with a grant date fair value equal to $300,000 and which are scheduled to vest in equal installments on each of the first two anniversaries of the grant date, subject to his continued employment through each vesting date. Pursuant to the terms of his offer letter, Mr. Elwart was also awarded a sign-on bonus of $450,000, which Mr. Elwart must repay in full in the event that he voluntarily terminates his employment for any reason within 24 months of the payment date. The sign-on bonus and sign-on RSUs were awarded to induce Mr. Elwart to accept employment with the Company and were intended to replace compensation from his prior employer that he would forfeit upon accepting employment with the Company.

  45. Severance Plans

    Severance Plans In June 2024, the Company adopted the Executive Severance Plan, which superseded and replaced the Amended and Restated Neenah Executive Severance Plan. The Committee approved the Executive Severance Plan in order to, among other things, attract and retain key talent and ensure continuity of the business in the event of a change in control of the Company. The Executive Severance Plan was modeled on the Amended and Restated Neenah Executive Severance Plan and the terms of the Executive Severance Plan were determined after considering market practices and the input of Meridian. Based on such review, the Executive Severance Plan was modified to (i) increase the pre-change in control severance multiples from one-and-a-half for the Chief Executive Officer and one for the other NEOs to two and one-and-a-half, respectively, (ii) increase the post-change in control severance multiples from two times for the Chief Executive Officer and one and half times for the other NEOs to three times and two times, respectively, (iii) enhance the pre-change in control severance benefits to include pro-rated bonus payouts, COBRA continuation and equity vesting and (iv) add outplacement benefits for both pre-and post-change in control terminations, each as described further below. In the event of an involuntary termination by the Company without “cause” that is not within two years following a change of control (each, a “Qualifying Termination”), the NEO is entitled to (i) a lump sum severance payment equal to the sum of (a) the NEO’s annual base salary and (b) the NEO’s target bonus, multiplied by two (in the case of Ms. Schertell) or one and a half (in the case of the NEOs other than Ms. Schertell), (ii) any earned but unpaid annual bonus amount and a prorated bonus payment for the year of termination, (iii) a lump sum payment equal to the NEO’s COBRA continuation premium for medical and dental coverage, multiplied by 24 (in the case of Ms. Schertell) or 18 (in the case of the NEOs other than Ms. Schertell), (iv) a lump sum payment in the amount of $25,000 for professional outplacement services, and (v) except as otherwise described below, prorated vesting of outstanding equity-based awards, based on service during the applicable vesting period, with performance based on target if the first annual performance period has not concluded as of the Qualifying Termination and averaged actual performance for any then-completed performance periods. With respect to any one-time equity-based awards, time-based awards will fully vest and performance-based awards will vest based on target performance. In the event of (a) an involuntary termination by the Company without “cause” or (b) resignation for “good reason” by the NEO, in either case, within two years following a change of control (each, a “CIC Qualifying Transaction”), the NEO is entitled to (i) a lump sum severance payment equal to the sum of (a) the NEO’s annual base salary and (b) the NEO’s target bonus, multiplied by three (in the case of Ms. Schertell) or two (in the case of the NEOs other than Ms. Schertell), (ii) any earned but unpaid annual bonus amount and a prorated bonus payment for the year of termination, (iii) a lump sum payment equal to the NEO’s monthly COBRA continuation premium for medical and dental coverage, multiplied by 36 (in the case of Ms. Schertell) or 24 (in the case of the NEOs other than Ms. Schertell), (iv) a lump sum payment in the amount of $25,000 for professional outplacement services, and (v) the vesting of outstanding equity-based awards, based on target performance with respect to performance-based awards. Payments and other benefits provided under the Executive Severance Plan are contingent upon the NEO’s execution and non-revocation of an agreement providing for a general release of all claims against the Company and, as permitted by law, restrictive covenants relating to non-competition, non-disclosure, non-solicitation and non-disparagement. See “Potential Payments Upon Termination or Change in Control” below for further information regarding the Executive Severance Plan.

  46. Clawback Policies

    Clawback Policies During fiscal year 2024, 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 NEOs, 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 NEO) 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.

  47. 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 |

  48. Independent Compensation Consultant

    Independent Compensation Consultant The Committee engaged Meridian as its independent compensation consultant. In 2024, Meridian provided executive compensation and governance-related services including review of 2024 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 2024. 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.

  49. Market-Based Competitive Compensation Levels

    Market-Based Competitive Compensation Levels With respect to 2024, 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 data provided by Aon. The Committee annually reviews, in consultation with Meridian, and approves the compensation for the Company’s other NEOs in consultation with the Chief Executive Officer using competitive market data, based on data provided by Aon. In establishing 2024 executive compensation, the Committee relied on proxy statement data from the same peer group of 16 companies that was established in August 2022 for purposes of evaluating the Company’s post-Merger compensation decisions. 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. The component companies of the 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.

  50. 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 |

  51. Market-Based Competitive Compensation Levels

    The Committee considers 2024 target total direct compensation to be competitive if it falls with +/-15% of the market median. The analysis evaluates the following components:

  52. Market-Based Competitive Compensation Levels

    | • | base salary; |

  53. Market-Based Competitive Compensation Levels

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

  54. Market-Based Competitive Compensation Levels

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

  55. Market-Based Competitive Compensation Levels

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

  56. 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. |

  57. Market-Based Competitive Compensation Levels

    In September 2024, the Committee reviewed the compensation peer group and determined not to make any changes to the peer group used for purposes of evaluating 2025 compensation decisions.

  58. Equity Grant Timing Practices

    Equity Grant Timing Practices It is the Committee’s practice to generally approve ordinary course annual equity grants at the February Committee meeting each year for the NEOs, with the Committee’s regular meeting schedule determined in the prior fiscal year. In 2024, the Committee delayed granting annual equity awards to our NEOs until the 2024 LTIP was approved by our stockholders at the 2024 Annual Meeting of Stockholders. If NEOs are hired or promoted during the year, they generally receive a grant at the first scheduled Committee meeting following their hire date or promotion date for an aggregate number of RSUs and PSUs based on position.

  59. 2024 SUMMARY COMPENSATION TABLE

    2024 SUMMARY COMPENSATION TABLE The following table sets forth information concerning the compensation of our NEOs for 2024 and, to the extent required by the SEC executive compensation disclosure rules, 2023 and 2022. For 2024, our NEOs were our former Chief Executive Officer, our Chief Financial Officer, and our other three most highly compensated other executive officers as of December 31, 2024.

  60. 2024 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 Former President and Chief Executive Officer(5) | 2024 | 975,000 | — | 2,262,309 | — | 661,538 | — | 114,630 | 4,013,477 | | | 2023 | 925,000 | — | 1,800,426 | — | 425,500 | — | 302,736 | 3,453,662 | | | 2022 | 436,290 | — | 1,790,000 | — | 1,119,138 | — | 142,782 | 3,488,210 | | Gregory Weitzel Chief Financial Officer | 2024 | 475,000 | — | 485,267 | — | 196,175 | — | 64,935 | 1,221,377 | | | 2023 | 387,500 | 182,031 | 283,712 | — | 99,904 | — | 47,052 | 1,000,199 | | Mark W. Johnson Chief Legal and Administrative Officer & Corporate Secretary | 2024 | 500,000 | — | 419,996 | — | 206,500 | — | 32,788 | 1,159,284 | | | 2023 | 155,462 | 100,000 | 300,002 | — | 40,845 | — | 11,463 | 607,772 | | Michael W. Rickheim Chief Human Resources Officer and Administrative Officer | 2024 | 450,000 | — | 383,709 | — | 172,575 | — | 41,099 | 1,047,383 | | | 2023 | 425,000 | — | 255,279 | — | 110,500 | — | 75,734 | 866,513 | | | 2022 | 201,882 | — | 822,428 | — | 307,377 | — | 75,943 | 1,377,630 | | Ryan Elwart Group President, Sustainable & Adhesive Solutions(6) | 2024 | 459,615 | 450,000 | 749,993 | — | 176,558 | — | 35,769 | 1,871,935 |

  61. 2024 SUMMARY COMPENSATION TABLE

    | (1) For Mr. Elwart, the amount reflected in this column for 2024 represents a sign-on bonus. See discussion above in the Compensation Discussion and Analysis. |

  62. 2024 SUMMARY COMPENSATION TABLE

    | (2) The amounts reported in this column for 2024 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 2024 are calculated based on the probable satisfaction of the performance conditions for such awards at the time of grant. See Note 18 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 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 2024 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 and 2024 PSUs is based on one-third of the full number of shares subject to such PSUs for which the performance goals were established in 2024. The remaining portion of the 2023 PSUs and 2024 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 and 2024 PSUs, the maximum value for the one-third portion of the 2023 PSUs and 2024 PSUs granted in 2024 under FASB ASC Topic 718 would be as follows: |

  63. 2024 SUMMARY COMPENSATION TABLE

    | Name | 2023 PSU Maximum Value ($) | 2024 PSU Maximum Value ($) | | Julie Schertell | 651,946 | 1,290,882 | | Gregory Weitzel | 115,556 | 284,984 | | Mark W. Johnson | N/A | 279,998 | | Michael W. Rickheim | 92,438 | 224,984 | | Ryan Elwart | N/A | 299,998 |

  64. 2024 SUMMARY COMPENSATION TABLE

    | (3) The amounts reported in this column for 2024 represent annual incentive awards earned based on 2024 performance for each NEO. See discussion above in the Compensation Discussion and Analysis. The amount reported for Ms. Schertell for 2022 has been increased by |

  65. 2024 SUMMARY COMPENSATION TABLE

    $12,167 from the amount reported in prior years’ proxy statements to reflect the portion of her 2022 annual incentive that had been previously reduced to avoid the imposition of excise tax in connection with the Merger. In 2024 it was determined that such reduction was not required and this amount was paid to her in 2024 following confirmation that such amount would not be subject to a cutback under Section 280G of the Internal Revenue Code.

  66. 2024 SUMMARY COMPENSATION TABLE

    | (4) The amounts reported in this column for 2024 for each NEO includes the following: |

  67. 2024 SUMMARY COMPENSATION TABLE

    | Name | Company contributions to qualified and nonqualified retirement plans ($) | Other Executive Benefits(a) ($) | Total ($) | | Julie Schertell | 99,630 | 15,000 | 114,630 | | Gregory Weitzel | 49,575 | 15,360 | 64,935 | | Mark W. Johnson | 17,788 | 15,000 | 32,788 | | Michael W. Rickheim | 26,099 | 15,000 | 41,099 | | Ryan Elwart | 21,923 | 13,846 | 35,769 |

  68. 2024 SUMMARY COMPENSATION TABLE

    | (a) The amounts reported in this column include a monthly executive benefits allowance for each NEO. Because dividends are factored into the grant date fair value of the Company’s equity awards, the Company has updated its reporting practice with respect to dividends and, beginning in 2024, will exclude dividends paid at vesting from the “All Other Compensation” column. |

  69. 2024 SUMMARY COMPENSATION TABLE

    | (5) Effective March 11, 2025, Shruti Singhal was appointed President and Chief Executive Officer and Ms. Schertell departed the Company and stepped down from her role as a member of the Board. Please see “2025 CEO Transition” above for additional information regarding this transition. |

  70. 2024 SUMMARY COMPENSATION TABLE

    | (6) Mr. Elwart commenced employment with the Company in January 2024. |

  71. 2024 GRANTS OF PLAN-BASED AWARDS

    2024 GRANTS OF PLAN-BASED AWARDS The following table summarizes awards made to our NEOs in 2024 under the 2024 STIP and the 2024 Plan.

  72. 2024 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) | | | 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) | | | | Julie Schertell | N/A(2) | | 560,625 | 1,121,250 | 2,158,406 | — | — | — | — | — | | | 4/26/2024(3) | 2/13/2024 | — | — | — | — | — | — | 31,756 | 430,294 | | | 4/26/2024(4) | 2/13/2024 | — | — | — | — | — | — | 63,513 | 860,601 | | | 4/26/2024(5) | 2/13/2024 | — | — | — | 12,029 | 24,057 | 48,114 | — | 325,973 | | | 4/26/2024(6) | 2/13/2024 | — | — | — | 23,817 | 47,634 | 95,268 | — | 645,441 | | Gregory Weitzel | N/A(2) | | 166,250 | 332,500 | 640,063 | — | — | — | — | — | | | 4/26/2024(3) | 2/13/2024 | — | — | — | — | — | — | 7,011 | 94,999 | | | 4/26/2024(4) | 2/13/2024 | — | — | — | — | — | — | 14,022 | 189,998 | | | 4/26/2024(5) | 2/13/2024 | — | — | — | 442 | 883 | 1,766 | — | 11,965 | | | 4/26/2024(5) | 2/13/2024 | — | — | — | 1,691 | 3,381 | 6,762 | — | 45,813 | | | 4/26/2024(6) | 2/13/2024 | — | — | — | 5,258 | 10,516 | 21,032 | — | 142,492 | | Mark Johnson | N/A(2) | | 175,000 | 350,000 | 673,750 | — | — | — | — | — | | | 4/26/2024(3) | 2/13/2024 | — | — | — | — | — | — | 6,888 | 93,332 | | | 4/26/2024(4) | 2/13/2024 | — | — | — | — | — | — | 13,776 | 186,665 | | | 4/26/2024(6) | 2/13/2024 | — | — | — | 5,166 | 10,332 | 20,664 | — | 139,999 | | Michael Rickheim | N/A(2) | | 146,250 | 292,500 | 563,063 | — | — | — | — | — | | | 4/26/2024(3) | 2/13/2024 | — | — | — | — | — | — | 5,535 | 74,999 | | | 4/26/2024(4) | 2/13/2024 | — | — | — | — | — | — | 11,070 | 149,999 | | | 4/26/2024(5) | 2/13/2024 | — | — | — | 1,706 | 3,411 | 6,822 | — | 46,219 | | | 4/26/2024(6) | 2/13/2024 | — | — | — | 4,151 | 8,302 | 16,604 | — | 112,492 | | Ryan Elwart | N/A(2) | | 146,250 | 292,250 | 563,063 | — | — | — | — | — | | | 4/26/2024(3) | 2/13/2024 | — | — | — | — | — | — | 7,380 | 99,999 | | | 4/26/2024(4) | 2/13/2024 | — | — | — | — | — | — | 14,760 | 199,998 | | | 4/26/2024(6) | 2/13/2024 | — | — | — | 5,535 | 11,070 | 22,140 | — | 149,999 | | | 4/26/2024(7) | 2/13/2024 | — | — | — | — | — | — | 22,140 | 299,997 |

  73. 2024 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 18 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2024, for a discussion of the relevant assumptions used in calculating the amounts. |

  74. 2024 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 NEO is included in the Non-Equity Incentive Plan Compensation column in the 2024 Summary Compensation Table. |

  75. 2024 GRANTS OF PLAN-BASED AWARDS

    | (3) These amounts in column (c) in this row represent shares of service-based RSUs which vested on the one-year anniversary of the approval date, February 13, 2025. |

  76. 2024 GRANTS OF PLAN-BASED AWARDS

    | (4) These amounts in column (c) in this row represent shares of service-based RSUs which vest 50% on each of February 13, 2026 and February 13, 2027. |

  77. 2024 GRANTS OF PLAN-BASED AWARDS

    | (5) The amounts in columns (g), (h) and (i) in this row 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 Percent 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 second year of the three-year performance period with the annual goals for the subsequent year in the three-year performance period to be set at the beginning of the third year for 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 2024. |

  78. 2024 GRANTS OF PLAN-BASED AWARDS

    | (6) The amounts in columns (g), (h) and (i) in this row consist of the threshold, target and maximum PSUs that can be earned during the 2024-2026 performance period based on the Company’s Free Cash Flow as a Percent 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 2024 PSUs for which performance goals were established in 2024. |

  79. 2024 GRANTS OF PLAN-BASED AWARDS

    | (7) These amounts in column (c) in this row represent shares of service-based RSUs which vest pro rata over two years on each anniversary of the date of grant. |

  80. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2024

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2024 The following table provides information regarding unexercised stock options and unvested stock awards held by each of the NEOs as of December 31, 2024. As permitted under the Schweitzer-Mauduit International, Inc. 2015 Long-Term Incentive Plan (the “2015 Plan”), the full value awards granted under the 2015 Plan were amended in 2024 to provide for cash-settlement in order to preserve the Company’s available shares under the 2015 Plan.

  81. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2024

    | 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 | 5,948 | — | — | 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 | — | — | — | — | | | | | | | | 41,341(2) | 450,617 | — | — | | | — | — | — | — | — | 5,906(2) | 64,375 | — | — | | | — | — | — | — | — | — | — | 48,114(3) | 524,443 | | | — | — | — | — | — | 32,076(4) | 349,628 | — | — | | | — | — | — | — | — | 31,756(5) | 346,140 | — | — | | | — | — | — | — | — | 63,513(6) | 692,292 | | | | | — | — | — | — | — | — | — | 92,268(7) | 1,005,721 | | 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 | — | — | — | — | | | | | | | | 2,039(2) | 22,225 | — | — | | | — | — | — | — | — | 294(2) | 3,205 | — | — | | | — | — | — | — | — | 861(8) | 9,385 | — | — | | | — | — | — | — | — | — | — | 6,761(3) | 73,695 | | | — | — | — | — | — | — | — | 1,765 (3) | 19,239 | | | — | — | — | — | — | 4,508(4) | 49,137 | — | — | | | — | — | — | — | — | 1,177(4) | 12,829 | — | — | | | — | — | — | — | — | 7,011(5) | 76,420 | — | — | | | — | — | — | — | — | 14,022(6) | 152,840 | | | | | — | — | — | — | — | — | — | 21,032(7) | 229,249 | | Mark Johnson | — | — | — | — | — | 12,887(9) | 140,468 | — | — | | | — | — | — | — | — | 6,888(5) | 75,079 | — | — | | | | | | | | 13,776(6) | 150,158 | | | | | — | — | — | — | — | — | — | 20,664(7) | 225,238 | | Michael Rickheim | — | — | — | — | — | 1,006(2) | 10,965 | — | — | | | — | — | — | — | — | — | — | 6,822(3) | 74,360 | | | — | — | — | — | — | 4,548(4) | 49,573 | — | — | | | — | — | — | — | — | 5,535(5) | 60,332 | — | — | | | | | | | | 11,070(6) | 120,663 | | | | | — | — | — | — | — | — | — | 16,604(7) | 180,984 | | Ryan Elwart | — | — | — | — | — | 7,380(5) | 80,442 | — | — | | | | | | | | 14,760(6) | 160,884 | | | | | — | — | — | — | — | 22,140(10) | 241,326 | — | — | | | — | — | — | — | — | — | — | 22,140(7) | 241,326 |

  82. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2024

    | (1) Values calculated using the December 31, 2024 closing share price of $10.90. |

  83. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2024

    | (2) This RSU award vested on January 26, 2025, subject to continued employment through the vesting date. |

  84. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2024

    | (3) 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 Percent 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 24,057, 4,264, and 3,412 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 2025. |

  85. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2024

    | (4) This RSU award vested or is scheduled to vest one-half on February 16, 2025 and 2026, subject to continued employment through each applicable vesting date. |

  86. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2024

    | (5) This RSU award vested on February 13, 2025. |

  87. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2024

    | (6) This RSU award is scheduled to vest one-half on February 13, 2026 and 2027, subject to continued employment through each applicable vesting date. |

  88. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2024

    | (7) This PSU award is scheduled to vest, to the extent earned, on February 13, 2027. The number of PSUs earned will be based on the Company’s Free Cash Flow as a Percent of Net Sales and ROIC, adjusted for relative TSR performance, over the 2024-2026 fiscal years. Number shown is based on maximum performance. Excluded from this table are 184,536, 42,064, 41,328, 33,208 and 44,280 PSUs (at maximum) for Ms. Schertell, Mr. Weitzel, Mr. Johnson, Mr. Rickheim and Mr. Elwart, respectively, with respect to the portion of the 2024 PSUs associated with performance goals established in 2025 and 2026. |

  89. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2024

    | (8) This RSU award is scheduled to on April 14, 2025, subject to continued employment through the vesting date. |

  90. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2024

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

  91. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2024

    | (10) This RSU award is scheduled to vest one-half on April 26, 2025 and 2026, subject to continued employment through each applicable vesting date. |

  92. 2024 OPTION EXERCISED AND STOCK VESTED TABLE

    2024 OPTION EXERCISED AND STOCK VESTED TABLE The following table provides information concerning the vesting of stock awards during 2024 for each of the NEOs. During 2024, none of the NEOs exercised stock options.

  93. 2024 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 | — | — | 172,758 | 1,957,684 | | Gregory Weitzel | — | — | 5,675 | 74,787 | | Mark W. Johnson | — | — | 6,443 | 122,159 | | Michael W. Rickheim | — | — | 61,539 | 682,343 | | Ryan Elwart | — | — | — | — |

  94. 2024 PENSION BENEFITS

    2024 PENSION BENEFITS None of the NEOs received any pension benefits during 2024.

  95. 2024 NON-QUALIFIED DEFERRED COMPENSATION

    2024 NON-QUALIFIED DEFERRED COMPENSATION The following table provides information regarding compensation that has been deferred by each NEO 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”).

  96. 2024 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 | — | 56,534 | 22,494 | — | 264,812 | | Gregory Weitzel | SRP | — | 11,036 | 1,788 | — | 29,127 | | Mark W. Johnson | — | — | — | — | — | — | | Michael W. Rickheim | NDP | — | — | 4,660 | — | 35,351 | | | DCP | 32,130 | 3,213 | 10,268 | — | 85,914 | | Ryan Elwart | — | — | — | — | — | — |

  97. 2024 NON-QUALIFIED DEFERRED COMPENSATION

    | (1) These amounts represent deferrals of the participating NEO’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 2024 Summary Compensation Table. |

  98. 2024 NON-QUALIFIED DEFERRED COMPENSATION

    | (2) Company contributions to the NDP and the SRP 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 2024 Summary Compensation Table. |

  99. 2024 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 - $165,823; Mr. Weitzel - $15,128; Mr. Johnson - $0; Mr. Rickheim - $66,050; and Mr. Elwart- $0. All amounts in this column are vested and would be payable in full following any termination. |

  100. 2024 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 NEOs, must defer distributions from the plan for six months following a separation from service. Mr. Rickheim is the only NEO who currently participates in the Legacy SWM Deferred Compensation Plan. Neenah Supplemental Retirement Contribution Plan Following the closing of the Merger, the Company assumed the SRP, 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. Mr. Weitzel currently participates in the SRP and Ms. Schertell participated in the SRP prior to her separation from the Company. The SRP 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 SRP. 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 NDP is the deferred compensation plan for the executive officers of former Neenah, Inc. Upon the consummation of the Merger, the Company assumed the NDP. The NDP allows the executive officers of the former Neenah, Inc. to defer a portion of their annual cash compensation (base salary and bonus). The NDP 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 NDP 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 NDP 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 NDP, the Company will pay the participant an amount from the participant’s deferred benefit accounts necessary to satisfy the unforeseeable emergency. Mr. Rickheim is the only NEO who currently participates in the NDP.

  101. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL Mativ Holdings, Inc. Executive Severance Plan As described above, in 2024, the Company adopted the Executive Severance Plan, which replaced and superseded any severance plan, agreement, policy, or arrangement of the Company that covered the participants. Each of our NEOs are eligible for payments and benefits in connection with certain qualifying terminations of employment pursuant to the terms of the Executive Severance Plan. Under the Executive Severance Plan, the NEOs are entitled to the following severance benefits, as applicable. As described above, Ms. Schertell’s departure in March 2025 was treated as an involuntary termination without “cause” not in connection with a change of control under the Executive Severance Plan and she became entitled to receive the severance benefits provided under the plan for such a termination, as described below. Termination Not in Connection with a Change of Control In the event of an involuntary termination by the Company without “cause” that is not within two years following a change of control (each, a “Qualifying Termination”), the NEO is entitled to (i) a lump sum severance payment equal to the sum of (a) the NEO’s annual base salary and (b) the NEO’s target bonus, multiplied by two (in the case of Ms. Schertell) or one and a half (in the case of the NEOs other than Ms. Schertell), (ii) any earned but unpaid annual bonus amount and a prorated bonus payment for the year of termination, (iii) a lump sum payment equal to the NEO’s COBRA continuation premium for medical and dental coverage, multiplied by 24 (in the case of Ms. Schertell) or 18 (in the case of the NEOs other than Ms. Schertell), (iv) a lump sum payment in the amount of $25,000 for professional outplacement services, and (v) except as otherwise described below, prorated vesting of outstanding equity-based awards, based on service during the applicable vesting period, with performance based on target if the first annual performance period has not concluded as of the Qualifying Termination and averaged actual performance for any then-completed performance periods. With respect to any one-time equity-based awards, time-based awards will fully vest and performance-based awards will vest based on target performance. The award agreements for the NEOs’ outstanding RSU and PSU awards provide that the awards will vest on a prorated basis in the event of a termination due to disability or retirement, based on actual performance with respect to PSUs. As of December 31, 2024, Ms. Schertell was the only NEO who was retirement-eligible for purposes of the RSU and PSU awards. Termination in Connection with a Change of Control In the event of (a) an involuntary termination by the Company without “cause” or (b) resignation for “good reason” by the NEO, in either case, within two years following a change of control (each, a “CIC Qualifying Transaction”), the NEO is entitled to (i) a lump sum severance payment equal to the sum of (a) the NEO’s annual base salary and (b) the NEO’s target bonus, multiplied by three (in the case of Ms. Schertell) or two (in the case of the NEOs other than Ms. Schertell), (ii) any earned but unpaid annual bonus amount and a prorated bonus payment for the year of termination, (iii) a lump sum payment equal to the NEO’s monthly COBRA continuation premium for medical and dental coverage, multiplied by 36 (in the case of Ms. Schertell) or 24 (in the case of the NEOs other than Ms. Schertell), (iv) a lump sum payment in the amount of $25,000 for professional outplacement services, and (v) the vesting of outstanding equity-based awards, based on target performance with respect to performance-based awards. Any amounts paid to an NEO under the Executive 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. Payments and other benefits provided under the Executive Severance Plan are contingent upon the NEO’s execution and non-revocation of an agreement providing for a general release of all claims against the Company and, as permitted by law, restrictive covenants relating to non-competition, non-disclosure, non-solicitation and non-disparagement. The maximum amounts payable upon termination pursuant to the Executive Severance Plan, assuming that a change of control of the Company and/or a qualifying termination of employment had occurred on December 31, 2024, are set forth in the following tables for each of the NEOs. The amounts reported in the table below does not reflect the application of any reduction in benefits to avoid the imposition of excise taxes under Section 4999 of the Internal Revenue Code.

  102. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    | | | Without Change of Control | | | With Change of Control | | | | Name | Compensation Component | Retirement | Without Cause or Good Reason Termination | Death or Disability | Retirement | Without Cause or Good Reason Termination | Death or Disability | | Julie Schertell* | Cash Severance | — | 4,192,500 | — | — | 6,288,750 | — | | | Non-Equity Incentive Plan Compensation(1) | — | — | — | — | — | — | | | Long Term Incentives- Performance(2) | 871,510 | 871,510 | 871,510 | 871,510 | 2,344,318 | 871,510 | | | Long Term Incentives- Time Based(2) | 1,297,918 | 1,282,679 | 1,297,918 | 1,297,918 | 1,903,053 | 1,297,918 | | | Benefit Continuation | — | 62,508 | — | — | 93,763 | — | | | Outplacement | — | 25,000 | — | — | 25,000 | — | | | Total: | 2,169,428 | 6,434,197 | 2,169,428 | 2,169,428 | 10,654,884 | 2,169,428 | | Gregory Weitzel | Cash Severance | — | 1,211,250 | — | — | 1,615,000 | — | | | Non-Equity Incentive Plan Compensation(1) | — | — | — | — | — | — | | | Long Term Incentives- Performance(2) | — | 171,021 | 171,021 | — | 483,306 | 171,021 | | | Long Term Incentives- Time Based(2) | — | 192,407 | 195,808 | — | 326,041 | 195,808 | | | Benefit Continuation | — | 47,077 | — | — | 62,769 | — | | | Outplacement | — | 25,000 | — | | 25,000 | — | | | Total: | — | 1,645,755 | 366,829 | — | 2,512,116 | 366,829 | | Mark W. Johnson | Cash Severance | — | 1,275,000 | — | — | 1,700,000 | — | | | Non-Equity Incentive Plan Compensation(1) | — | — | — | — | — | — | | | Long Term Incentives- Performance(2) | — | 82,491 | 82,491 | — | 337,856 | 82,491 | | | Long Term Incentives- Time Based(2) | — | 251,136 | 134,168 | — | 365,706 | 134,168 | | | Benefit Continuation | — | 47,077 | — | — | 62,769 | — | | | Outplacement | — | 25,000 | — | — | 25,000 | — | | | Total: | — | 1,680,704 | 216,659 | — | 2,491,331 | 216,659 | | Michael W. Rickheim | Cash Severance | — | 1,113,750 | — | — | 1,485,000 | — | | | Non-Equity Incentive Plan Compensation(1) | — | — | — | — | — | — | | | Long Term Incentives- Performance(2) | — | 135,956 | 135,956 | — | 383,048 | 135,956 | | | Long Term Incentives- Time Based(2) | — | 212,692 | 215,275 | — | 318,236 | 215,275 | | | Benefit Continuation | — | 46,893 | — | — | 62,524 | — | | | Outplacement | — | 25,000 | — | — | 25,000 | — | | | Total: | — | 1,534,291 | 351,231 | | 2,273,808 | 351,231 | | Ryan Elwart | Cash Severance | — | 1,237,500 | — | — | 1,650,000 | — | | | Non-Equity Incentive Plan Compensation(1) | — | — | — | — | — | — | | | Long Term Incentives- Performance(2) | — | 88,377 | 88,377 | — | 361,989 | 88,377 | | | Long Term Incentives- Time Based(2) | — | 359,896 | 201,105 | — | 482,652 | 201,105 | | | Benefit Continuation | — | 51,467 | — | — | 68,623 | — | | | Outplacement | — | 25,000 | — | — | 25,000 | — | | | Total: | — | 1,762,240 | 289,482 | — | 2,588,264 | 289,482 |

  103. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    | * As noted above, in connection with Ms. Schertell’s 2025 separation, she became entitled to the benefits set forth in the column entitled Without Cause or Good Reason Termination under the Without Change in Control heading, as calculated as of the applicable date of separation. |

  104. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    | (1) Because the termination events are assumed to occur on the last business day of the reporting year (2024), the amount of non-equity incentive plan compensation earned and reported in the 2024 Summary Compensation Table would be paid without regard to any special termination conditions and are not included in this table. |

  105. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    | (2) Represents the value of the accelerated vesting of performance-based or time-based long-term equity awards, as applicable. The value of the accelerated vesting of the equity awards reported in this table is based upon our closing stock price of $10.90 on December 31, 2024, the last trading day of 2024. |

  106. 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 former Chief Executive Officer. Ratio For 2024,

  107. PAY RATIO

    | • | The median of the annual total compensation of all of our employees, other than Ms. Schertell, was $57,898. |

  108. PAY RATIO

    | • | Ms. Schertell’s annual total compensation was $4,016,382, which differs from the amount reported in the Total column of the Summary Compensation Table - 2024, as discussed further below. |

  109. 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 69 to 1. |

  110. PAY RATIO

    Ms. Schertell’s compensation differs from the Total column of the Summary Compensation Table as it includes $2,906 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 2024 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 2024 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, 2024, 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 $57,898 in 2024, calculated in accordance with the Summary Compensation Table rules.

  111. 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 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.

  112. 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 ($) | Peer Group TSR ($) | | | | 2024 | N/A | 4,013,477 | N/A | 3,115,394 | 1,324,995 | 1,202,266 | 33.10 | 164.88 | (48.7) | 220.6 | | 2023 | N/A | 3,453,662 | N/A | 2,691,524 | 2,165,963 | 1,807,267 | 45.40 | 163.35 | (309.5) | 213.4 | | 2022 | 14,274,246 | 3,488,210 | 11,257,027 | 2,079,065 | 3,099,738 | 1,952,970 | 58.69 | 136.06 | (6.6) | 304.7 | | 2021 | 5,150,672 | N/A | 3,516,159 | N/A | 1,290,711 | 938,432 | 78.52 | 144.89 | 88.9 | 209.1 | | 2020 | 5,757,874 | N/A | 5,448,268 | N/A | 1,466,461 | 1,052,550 | 101.04 | 122.35 | 83.8 | 212.9 |

  113. Pay Versus Performance Disclosure

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

  114. Pay Versus Performance Disclosure

    | • | 2024: Julie Schertell (“Second PEO”), served as the Company’s Chief Executive Officer for the entirety of 2024 and the Company’s other NEOs were: Gregory Weitzel; Mark W. Johnson; Michael W. Rickheim; and Ryan Elwart. |

  115. Pay Versus Performance Disclosure

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

  116. 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 NEOs were: R. Andrew Wamser, Jr.; Omar Hoek; Ricardo Nuñez; Michael W. Rickheim; and Tracey Peacock. |

  117. 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 NEOs were: R. Andrew Wamser, Jr.; Omar Hoek; Ricardo Nuñez; and Tracey Peacock. |

  118. 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 NEOs were: R. Andrew Wamser, Jr.; Omar Hoek; Ricardo Nuñez; and Daniel Lister. |

  119. 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. The Compensation Actually Paid for the Second PEO for 2022 has been updated to reflect the changes to her Summary Compensation Table total compensation for 2022, as described above, following a determination that her 2022 bonus would not be subject to a cutback under Section 280G of the Internal Revenue Code. |

  120. 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. |

  121. 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 ($) | Compensation Actually Paid to Second PEO ($) | | 2024 | 4,013,477 | (2,262,309) | 1,364,226 | 3,115,394 | | 2023 | 3,453,662 | (1,800,426) | 1,038,288 | 2,691,524 | | 2022 | 3,488,210 | (1,790,000) | 380,855 | 2,079,065 |

  122. 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 ($) | Average Compensation Actually Paid to Non- PEO NEOs ($) | | 2024 | 1,324,995 | (509,741) | 387,012 | 1,202,266 |

  123. 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:

  124. 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 ($) | | 2024 | 1,937,885 | (211,839) | — | (393,549) | — | 31,729 | 1,364,226 | | 2023 | 780,963 | 196,804 | — | 60,521 | — | — | 1,038,288 | | 2022 | 470,473 | (75,575) | — | (14,043) | — | — | 380,855 |

  125. 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 ($) | | 2024 | 430,263 | (31,409) | — | (15,782) | — | 3,940 | 387,012 |

  126. 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, 2024. 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. |

  127. 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 2024. EBITDA Delivered is a non-GAAP measure. For more information on EBITDA Delivered, please see the “2024 Short-Term Incentive Plan” section of the Compensation Discussion & Analysis in this proxy statement. |

  128. 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 five 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 five 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 five 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 2024 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 Revenue Free Cash Flow as a Percent of Net Sales ROIC Relative TSR # # #

  129. Compensation of Directors

    Compensation of Directors The Compensation Committee reviews non-employee director compensation to evaluate whether non-employee director compensation is consistent with market practices. In September 2024, after considering input from Meridian, the Board approved the following non-employee director program:

  130. Compensation of Directors

    | • | An annual Board retainer of $125,000 (increased from $95,000) in stock plus $85,000 (increased from $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. Beginning with the grants to be made on July 1, 2025, the annual Board equity retainers will no longer be granted on a quarterly basis and will instead be granted on a single grant date each year. |

  131. Compensation of Directors

    | • | Additional annual retainer for the Non-Executive Chair was $100,000 (increased from $75,000 per year), paid quarterly in cash. |

  132. Compensation of Directors

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

  133. Compensation of Directors

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

  134. Compensation of Directors

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

  135. Compensation of Directors

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

  136. Compensation of Directors

    On February 17, 2025, the Compensation Committee recommended and the Board approved temporary reversion to the cash compensation for non-employee directors which was in effect prior to the September 2024 adjustment. The reversion in cash compensation will be effective for the second, third and fourth fiscal quarters of 2025 and results in the annual cash retainer for all non-employee directors reverting to $70,000 ($17,500 per quarter) and the annual cash retainer for the non-employee Chair of the Board reverting to $75,000 ($18,750 per quarter). 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 2024 in addition to reimbursement of his or her actual and reasonable travel expenses.

  137. 2024 DIRECTOR COMPENSATION

    2024 DIRECTOR COMPENSATION

  138. 2024 DIRECTOR COMPENSATION

    | Name(1) | Fees Earned or Paid in Cash | Stock Awards ($)(2) | Total | | William Cook | 93,750 | 102,500 | 196,250 | | Jeffrey Keenan(3) | 47,500 | 47,500 | 95,000 | | Marco Levi | 83,750 | 102,500 | 186,250 | | Kimberly Ritrievi | 140,000 | 102,500 | 242,500 | | John Rogers | 133,750 | 102,500 | 236,250 | | Shruti Singhal | 100,000 | 102,500 | 202,500 | | John K. Stipancich(4) | 46,250 | 55,000 | 101,250 | | Tony Thene(5) | 46,250 | 47,500 | 93,750 | | Anderson Warlick(6) | 103,750 | 102,500 | 206,250 |

  139. 2024 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 2024 compensation received by Ms. Schertell as an employee of the Company is shown in the 2024 Summary Compensation Table. |

  140. 2024 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, 2024, the total number of stock awards outstanding per director, in the form of deferred shares or deferred share units, were as follows: Mr. Cook -22,688; Mr. Keenan - 19,658; Mr. Levi - 0; Dr. Ritrievi - 13,097; Dr. Rogers - 13,097; Mr. Singhal - 0; Mr. Stipancich – 0; Mr. Thene - 0; and Mr. Warlick - 26,644. These totals also include accumulated dividends on stock units. |

  141. 2024 DIRECTOR COMPENSATION

    | (3) Mr. Keenan resigned from the Board effective June 12, 2024. |

  142. 2024 DIRECTOR COMPENSATION

    | (4) Mr. Stipancich was appointed to the Board effective June 13, 2024. |

  143. 2024 DIRECTOR COMPENSATION

    | (5) Mr. Thene retired from the Board effective April 24, 2024. |

  144. 2024 DIRECTOR COMPENSATION

    | (6) Mr. Warlick resigned from the Board effective December 31, 2024. |

  145. 2024 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.

  146. 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 2024, Dr. Ritrievi has served as Chair of the Board. As an independent director, Dr. Ritrievi serves as Non-Executive Chair. Dr. Ritrievi was appointed by the Board as Chair pursuant to our By-Laws. Assuming Dr. Ritrievi is reelected to the Board at the Annual Meeting, she will continue to serve as the Chair of the Board following the Annual Meeting. 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:

  147. 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. |

  148. 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). |

  149. 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. |

  150. 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. |

  151. 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. |

  152. 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. |

  153. 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:

  154. Board of Directors and Standing Committees

    | William M. Cook | Marco Levi | | Kimberly E. Ritrievi, ScD | John D. Rogers | | John K. Stipancich | |

  155. Board of Directors and Standing Committees

    Mr. Singhal is a member of management and is not independent. Additionally, Jeffrey Keenan, Tony Thene and Anderson Warlick, each of whom served as a director during all or a portion of 2024, were deemed independent. Ms. Schertell, who served as a director during all of 2024, was a member of management and was not independent. Financial Experts The Board determined that Drs. Ritrievi and Rogers, and Messrs. Cook and Stipancich 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 2024 for each of the Standing Committees:

  156. Board of Directors and Standing Committees

    | Members | Principal Functions | | Meetings in 2024 | | Audit Committee John D. Rogers (Chair) William M. Cook Kimberly E. Ritrievi John K. Stipancich No member serves on the audit committee of more than three public companies, including the Company’s 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 Kimberly E. Ritrievi, ScD (Chair) William M. Cook Marco Levi | • | Evaluate and approve executive officer compensation | 8 | | | • | 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 Marco Levi (Chair) John K. Stipancich | • | Review and recommend to the Board candidates for election by stockholders or to fill any vacancies on the Board; evaluate stockholder nominees | 4 | | | • | 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 | |

  157. Board of Directors and Standing Committees

    Director Attendance The Board of Directors met 7 times in 2024. All of our current directors attended all Board and applicable committee meetings in 2024. The Company expects members of the Board to attend each Annual Meeting and all directors who were then in office attended the 2024 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.

  158. 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 10, 2025 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.

  159. Outstanding Equity Awards

    Outstanding Equity Awards Please see below for additional information regarding the number of shares underlying outstanding equity awards and remaining available for future grants under the 2024 Plan:

  160. Outstanding Equity Awards

    | Total shares underlying outstanding stock options and stock appreciation rights (Appreciation Awards)(1) | 356,650 | | Total shares underlying outstanding full value awards (includes restricted stock, restricted stock units and performance share units)(2) | 2,736,386 | | Total number of shares remaining available for future grant under the 2024 Plan | 63,614 | | Total number of shares remaining available for future grant under the Outside Director Plan | 51,008 | | Incremental shares requested under the 2024 Plan | 2,300,000 | | Total number of shares available for future grant under the 2024 Plan and Outside Director Plan upon shareholder approval of the incremental share request | 2,414,622 | | Total number of shares of common stock outstanding as of March 1, 2025 | 54,517,608 |

  161. Outstanding Equity Awards

    | (1) Our Appreciation Awards outstanding as of March 21, 2025 had a weighted-average exercise price of $79.41 and a weighted-average remaining term of 2.0 years. The total number of Appreciation Awards outstanding as of March 21, 2025 includes both stock appreciation rights and stock options granted by legacy Neenah. |

  162. Outstanding Equity Awards

    | (2) Reflects outstanding performance share units at maximum. |

  163. Certain Features of the 2024 Plan

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

  164. 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.