DEF 14A of Clearwater Paper Corp, Mar 29, 2024

DEF 14A of Clearwater Paper Corp

Filed Mar 29, 2024 · FY20230001193125-24-082057

Open on EDGAR

  1. PROXY STATEMENT

    | | | EXECUTIVE COMPENSATION TABLES | 42 | | | | 2023 Compensation | 42 | | | | Post-Employment Compensation | 47 | | | | Potential Payments Upon Termination or Change of Control | 49 | | | | CEO Pay Ratio | 54 | | | | Pay vs Performance | 56 | | 5 | AUDIT COMMITTEE REPORT | AUDIT COMMITTEE REPORT | 59 | | | | FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 59 | | 6 | ANNUAL MEETING INFORMATION | SUMMARY | 60 | | | | GENERAL INFORMATION | 60 | | | | Forward Looking Statements | 63 | | | | Internet Availability of Annual Meeting Materials | 63 | | | | ANNUAL MEETING INFORMATION | 63 | | 7 | PROPOSALS | PROPOSAL 1—ELECTION OF DIRECTORS | 68 | | | | PROPOSAL 2—RATIFICATION OF THE APPOINTMENT OF KPMG, LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2024 | 69 | | | | PROPOSAL 3—ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION | 70 | | | | PROPOSAL 4—APPROVAL AND ADOPTION OF RESTATED CERTIFICATE OF INCORPORATION TO DECLASSIFY THE BOARD | 71 | | | | APPENDIX A | A-1 |

  2. BOARD OF DIRECTORS

    BOARD OF DIRECTORS

  3. BOARD OF DIRECTORS

    | | Arsen S. Kitch, 42 President and Chief Executive Officer | | | Tenure: 3.9 years | Other Public Boards: 0 |

  4. BOARD OF DIRECTORS

    | | Alexander Toeldte, 64 Independent Chair of the Board CEO and Director of Boise, Inc (retired) | | | Tenure: 8 years | Other Public Boards: 0 |

  5. BOARD OF DIRECTORS

    | 5 | new independent directors added over the past five years. |

  6. BOARD OF DIRECTORS

    | | Jeanne M. Hillman, 64 Independent Vice President of Enterprise Technology and Governance of Weyerhaeuser Company (retired) | | | Tenure: 1.4 years | Other Public Boards: 0 | | | Ann C. Nelson, 64 Independent Lead Audit Partner of KPMG (retired) | | | Tenure: 3.8 years | Other Public Boards: 1 | | | John J. Corkrean, 58 Independent Audit Chair EVP and CFO of H.B. Fuller Company | | | Tenure: 4.9 years | Other Public Boards: 0 |

  7. BOARD OF DIRECTORS

    | | Christine M. Vickers Tucker, 56 Independent Vice President and General Manager of The Clorox Professional Products Company (retired) | | | Tenure: 2.8 years | Other Public Boards: 0 | | | Joe W. Laymon, 71 Independent Vice President, Human Resources and Corporate Services of Chevron Corporation (retired) | | | Tenure: 4.9 years | Other Public Boards: 1 |

  8. BOARD OF DIRECTORS

    | | John P. O’Donnell, 63 Independent Nomination & Governance Chair CEO, president and a director of Neenah, Inc. (retired) | | | Tenure: 8 years | Other Public Boards: 0 |

  9. BOARD OF DIRECTORS

    | | Kevin J. Hunt, 72 Independent Compensation Chair Former CEO, president and a director of Ralcorp Holdings, Inc. (retired) | | | Tenure: 11.2 years | Other Public Boards: 1 |

  10. BOARD OF DIRECTORS

    | COMMITTEE PARTICIPATION: | Chair | Member |

  11. BOARD OF DIRECTORS

    Audit – Audit committee Compensation – Compensation committee Nom. & Gov. – Nominating and Governance committee

  12. BOARD OF DIRECTORS

    | 1 | KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS | 2 | CORPORATE GOVERNANCE AND BOARD OF DIRECTORS | 3 | CORPORATE RESPONSIBILITY | 4 | EXECUTIVE COMPENSATION DISCUSSION AND TABLES | 5 | AUDIT COMMITTEE REPORT | 6 | ANNUAL MEETING INFORMATION | 7 | PROPOSALS |

  13. BOARD SKILLS SUMMARY

    BOARD SKILLS SUMMARY

  14. BOARD SKILLS SUMMARY

    | Our Board of Directors possesses diverse experience and perspectives in various areas critical to our business. The Board’s collective knowledge ensures appropriate management and risk oversight and supports our goal of creating long-term sustainable stockholder value. | | | | | | | | | | | Senior Executive/Strategic Leadership: Senior leadership experience in complex public and private organizations as an officer or board member | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Sustainable Manufacturing/Supply Chain: Experience and responsibility for managing or overseeing sustainable manufacturing operations and/or supply chain logistics of a company | | | ● | ● | ● | | ● | ● | ● | | Strategy/M&A: Strategic planning, merger and acquisition and/or divestiture experience | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Paper/Tissue Industry: Experience with the pulp, tissue and paperboard industry or consumer products | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Human Capital Management & Executive Compensation: Experience in human resources, diversity and inclusion, leadership development, talent management, executive compensation issues, and/or health and safety | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Audit/Accounting/Finances: Experience preparing, auditing, analyzing, or evaluating financings and financial statements for a complex business. | ● | ● | ● | ● | | ● | ● | ● | | | Other Board Experience: Corporate governance experience gained as a director of a publicly listed company or other complex organization | | | ● | | ● | ● | ● | ● | | | Cybersecurity: Experience with cybersecurity risk management | ● | ● | | | ● | ● | | ● | | | Sustainability: Experience with implementation of sustainability practices | | ● | | ● | ● | ● | ● | ● | ● | | Risk Management: Experience with financial and/or operational risk management. | ● | ● | ● | ● | ● | | ● | ● | ● |

  15. DIRECTOR NOMINEES

    DIRECTOR NOMINEES This table provides a summary of information regarding our three director nominees.

  16. DIRECTOR NOMINEES

    | | | | | | Current Committee Memberships | | | | | Name | Age | Director Since | Current Principal Occupation | Independent | Audit | Compensation | Nominating and Corporate Governance | Other Public Boards | | John J. Corkrean | 58 | 2019 | EVP & CFO | Yes | * | * | | 0 | | Arsen S. Kitch | 42 | 2020 | CEO | No | | | | 0 | | Alexander Toeldte | 64 | 2016 | Retired CEO | Yes | | * | * | 0 |

  17. DIRECTOR NOMINEES

    | 1 | KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS | 2 | CORPORATE GOVERNANCE AND BOARD OF DIRECTORS | 3 | CORPORATE RESPONSIBILITY | 4 | EXECUTIVE COMPENSATION DISCUSSION AND TABLES | 5 | AUDIT COMMITTEE REPORT | 6 | ANNUAL MEETING INFORMATION | 7 | PROPOSALS |

  18. DIRECTOR NOMINEES

    Our Board of Directors currently is divided into three classes serving staggered three-year terms. The average tenure of our independent directors is 5.6 years. At the Annual Meeting, our stockholders will be asked to elect three individuals to serve as directors until the 2027 Annual Meeting. See “Proposal No. 1—Election of Directors.” Our Bylaws require our directors to be elected by a majority vote of the shares of common stock present or represented by proxy and entitled to vote at the Annual Meeting. At the Annual Meeting, if the shareholders approve the amended and restated certificate of incorporation to declassify the Board, the class terms would be eliminated over a three-year period commencing with the 2025 Annual Stockholder Meeting and provide for an annual election of all directors commencing with the 2027 Annual Meeting. Below are the names and ages of our nine directors as of the date of this proxy statement, the year each became a director, each director’s principal occupation or employment for at least the past five years, and other public company directorships held by each director during the past five years. Unless authority is withheld, the persons named as proxies in the voting materials made available to you or in the accompanying proxy will vote for the election of the nominees listed below. We have no reason to believe that any of these nominees will be unable to serve as a director. If any of the nominees becomes unavailable to serve, however, the persons named as proxies will have discretionary authority to vote for a substitute nominee.

  19. NOMINEES FOR ELECTION AT THIS MEETING FOR A TERM EXPIRING IN 2027 (CLASS I)

    NOMINEES FOR ELECTION AT THIS MEETING FOR A TERM EXPIRING IN 2027 (CLASS I)

  20. John J. Corkrean

    John J. Corkrean Biography: Mr. Corkrean (age 58) has been a director since May 2019, serving as chair of our Audit Committee since September 2019. Mr. Corkrean currently serves as executive vice president and chief financial officer for H.B. Fuller Company (NYSE:FUL), a global adhesive, sealants and chemical products manufacturer, a position he has held since 2016. Prior to that he was employed by Ecolab for 17 years in a series of financial leadership roles including from 2014 through 2016 as senior vice president, finance for the global energy service division. Qualifications: Our Nominating Committee believes Mr. Corkrean’s financial, cybersecurity, executive compensation, public company expertise and leadership background make him an asset to our Board.

  21. Arsen S. Kitch

    Arsen S. Kitch Biography: Mr. Kitch (age 42) has been a director since April 1, 2020. He has served as the company’s president and CEO since April 1, 2020. He served as the company’s senior vice president, general manager, consumer products division from May 2018 to April 2020 and served as vice president, general manager, consumer products division from January 2018 to May 2018. He served as the company’s vice president, finance and vice president financial planning and analysis from January 2015 through December 2017, and served as senior director, strategy and planning from August 2013 through December 2014. Qualifications: Our Nominating Committee believes, as the CEO, Mr. Kitch’s knowledge of our day-to-day operations and the effectiveness of our business strategies provides a valuable perspective to the Board. Additionally, Mr. Kitch’s experience, knowledge, skills and expertise acquired having served as CEO, Senior Vice President of a major division, and Vice President in the financial and strategical planning aspects of the company, M&A, human capital management, and sustainability experience make him an asset to our Board.

  22. Arsen S. Kitch

    | 1 | KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS | 2 | CORPORATE GOVERNANCE AND BOARD OF DIRECTORS | 3 | CORPORATE RESPONSIBILITY | 4 | EXECUTIVE COMPENSATION DISCUSSION AND TABLES | 5 | AUDIT COMMITTEE REPORT | 6 | ANNUAL MEETING INFORMATION | 7 | PROPOSALS |

  23. Alexander Toeldte

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

  24. DIRECTORS CONTINUING IN OFFICE UNTIL 2025 (CLASS II)

    DIRECTORS CONTINUING IN OFFICE UNTIL 2025 (CLASS II)

  25. Jeanne M. Hillman

    Jeanne M. Hillman Biography: Ms. Hillman (age 64) has been a director since October 2022. Ms. Hillman served as the vice president, enterprise technology and governance, at Weyerhaeuser (NYSE:WY) a timber, wood products and real estate company from May 2019 until her retirement in March 2020. At Weyerhaeuser, Ms. Hillman served as vice president, chief accounting officer from August 2013 to May 2019 and April 2006 to October 2010. From October 2010 to August 2013, she served as vice president, finance operations for a wood products business improvement initiative. She served in senior financial roles which included accountability for strategic planning, capital investment, and multiple acquisitions and divestitures from 2002 through 2016. Ms. Hillman held various financial and information technology roles beginning in May 1984. Qualifications: Our Nominating Committee, believes Ms. Hillman’s experience in the wood products industry, financial expertise, governance, information technology, M&A, business operations, strategic planning and executive management experience make her an asset to our Board.

  26. Kevin J. Hunt

    Kevin J. Hunt Biography: Mr. Hunt (age 72) has been a director since January 2013, including as Chair of the Compensation Committee since May 2016. From January 2013 to January 2014, he served as a consultant to ConAgra Foods, Inc., which acquired Ralcorp Holdings Inc. in January 2013. Mr. Hunt served as president, CEO and a director of Ralcorp Holdings Inc., a producer of private-brand foods and food service products from January 2012 to January 2013. He served as co-CEO and president of Ralcorp from 2003 until 2012 and as a director from 2004 until the company’s acquisition in 2013. Prior to that period, Mr. Hunt was corporate vice president and president of Bremner Food Group. Mr. Hunt served as an advisory director of Berkshire Partners LLC, a private equity firm, from 2013 to 2015.

  27. Kevin J. Hunt

    | 1 | KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS | 2 | CORPORATE GOVERNANCE AND BOARD OF DIRECTORS | 3 | CORPORATE RESPONSIBILITY | 4 | EXECUTIVE COMPENSATION DISCUSSION AND TABLES | 5 | AUDIT COMMITTEE REPORT | 6 | ANNUAL MEETING INFORMATION | 7 | PROPOSALS |

  28. Kevin J. Hunt

    He served as a director of Vi Jon, a manufacturer of private label personal care products owned by Berkshire Partners, from 2012 to 2017. He served as a senior advisor for C.H. Guenther and Son, Inc., a leading producer of branded and private-label food products from August 2018 until December 31, 2021. Current Public Directorships: Mr. Hunt has served as a director of Energizer Holdings, Inc. (NYSE: ENR), a manufacturer of primary batteries, automotive care and portable lighting products since its spin-off from Edgewell Personal Care Company (NYSE: EPC) in July 2015. He is a member of Energizer’s human capital committee and serves as chairman of its finance and oversight committee. Qualifications: Our Nominating Committee believes Mr. Hunt’s experience with private label consumer product companies, human capital management, M&A, business operations, financial expertise, strategic planning and both executive management and board experience make him an asset to our Board.

  29. Ann C. Nelson

    Ann C. Nelson Biography: Ms. Nelson (age 64) has been a director since May 2020. Ms. Nelson served as a lead audit partner of KPMG, LLP, an audit services firm, from May 1994 until her retirement in September 2019. Prior to that, starting in August 1982, she served in various positions with KPMG including lead client partner on a variety of accounts in the forest products industry. Current Public Directorships: Ms. Nelson has served as a director and chair of the audit committee and is a member of the nominating and corporate governance committee of Rayonier, Inc. (NYSE: RYN), a timber REIT since 2020. Qualifications: Our Nominating Committee believes Ms. Nelson’s leadership capabilities, knowledge of the paper industry as well as experience with cybersecurity, and human capital management, expertise in account and financial reporting, and experience as a chair of the audit committee of another public company make her an asset to our Board.

  30. DIRECTORS CONTINUING IN OFFICE UNTIL 2026 (CLASS III)

    DIRECTORS CONTINUING IN OFFICE UNTIL 2026 (CLASS III)

  31. Joe W. Laymon

    Joe W. Laymon Biography: Mr. Laymon (age 71) has been a director since May 2019. Mr. Laymon served as vice president, human resources and corporate services at Chevron Corporation (NYSE:CVX), a leading global integrated energy company from 2008 until his retirement in 2017. Current Public Directorships: Mr. Laymon has served on the board of directors for Peabody Energy (NYSE:BTU), a global coal company, since 2017 and serves as the chair of the compensation committee as well as a member of the health, safety, security & environmental committee. Qualifications: Our Nominating Committee believes Mr. Laymon’s leadership and executive compensation, diversity and inclusion, sustainability, cybersecurity, and human capital management experience and experience as a chair of the compensation committee of another public company make him an asset to our Board.

  32. John P. O’Donnell

    John P. O’Donnell Biography: Mr. O’Donnell (age 63) has been a director since April 2016, including chair of our Nominating Committee since May 2020. Mr. O’Donnell served as president and CEO of Neenah, Inc. (NYSE: NP), a global specialty materials company, from May 2011 and as a director from November 2010 until his retirement in July 2020. He served as Neenah Inc.’s COO from June 2010 to May 2011 and as president, fine paper from 2007 to June 2010. Mr. O’Donnell was employed by Georgia-Pacific Corporation from 1985 until 2007 and held increasingly senior management positions in the consumer products division where he served as president of the north american retail business from 2004 through 2007, and as president of the north american commercial tissue business from 2002 through 2004. Qualifications: Our Nominating Committee believes Mr. O’Donnell’s leadership, strategic planning, human capital management, M&A, supply chain and consumer product paper industry experience make him an asset to our Board.

  33. John P. O’Donnell

    | 1 | KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS | 2 | CORPORATE GOVERNANCE AND BOARD OF DIRECTORS | 3 | CORPORATE RESPONSIBILITY | 4 | EXECUTIVE COMPENSATION DISCUSSION AND TABLES | 5 | AUDIT COMMITTEE REPORT | 6 | ANNUAL MEETING INFORMATION | 7 | PROPOSALS |

  34. Christine M. Vickers Tucker

    Christine M. Vickers Tucker Biography: Ms. Vickers Tucker (age 56) has been a director since May 2021. Ms. Vickers Tucker served as the vice president and general manager, The Clorox Professional Products Company, a business unit of The Clorox Company, (NYSE:CLX), a leading manufacturer and marketer of consumer and professional products, from April 2020 until her retirement in October 2021. Prior to that she was the vice president and general manager of The Clorox Professional Products Company & Retail Laundry Division from September 2018 to April 2020, and vice president and general manager, The Clorox Professional Products Company from October 2014 through August 2018, and vice president and general manager of The Clorox Company of Canada from October 2012 through October 2014. Previously she held various managerial, sales and marketing positions within The Clorox Company beginning with Associate Marketing Manager at Hidden Valley, Clorox Bleach, Pine-Sol Brands starting in August 1995. Qualifications: Our Nominating Committee believes Ms. Vickers Tucker’s knowledge of and experience with human capital management, professional and consumer products, strategic planning, business-to-business sales and marketing and manufacturing operations make her an asset to our Board. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF THE THREE NOMINEES FOR DIRECTOR.

  35. Christine M. Vickers Tucker

    | 1 | KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS | 2 | CORPORATE GOVERNANCE AND BOARD OF DIRECTORS | 3 | CORPORATE RESPONSIBILITY | 4 | EXECUTIVE COMPENSATION DISCUSSION AND TABLES | 5 | AUDIT COMMITTEE REPORT | 6 | ANNUAL MEETING INFORMATION | 7 | PROPOSALS |

  36. NOMINEES FOR DIRECTOR

    NOMINEES FOR DIRECTOR Our Nominating Committee is responsible for identifying, evaluating, recruiting and recommending qualified candidates to our Board for nomination or election. The Board nominates directors for election at each Annual Meeting of Stockholders and elects new directors to fill vacancies if they occur. Our Board strives to find directors who are experienced and dedicated individuals with diverse backgrounds, perspectives and skills. Our Governance Guidelines contain membership criteria that call for candidates to be selected for their character, judgment, diversity of experience, business acumen and ability to act on behalf of and in the best interest of all stockholders. While we do not have a formal policy or requirement with respect to director diversity, we value members who represent diverse backgrounds and viewpoints and strive towards a board composition that encompasses such diversity. We added a new female Director in each of 2020, 2021 and 2022. The Nominating Committee will continue to review all measurable objectives for achieving diversity on the Board and recommend them to the Board for consideration. In addition, we expect each director to be committed to enhancing stockholder value and to have sufficient time to effectively carry out his or her duties as a director. Our Nominating Committee seeks to ensure that a majority of our directors are independent under NYSE rules as well as our policies, and that one or more of our directors is an “Audit Committee Financial Expert” under SEC rules. Prior to our Annual Meeting of Stockholders, our Nominating Committee identifies director nominees by first evaluating the current directors whose terms will expire at the Annual Meeting and who are willing to continue in service. These candidates are evaluated based on the criteria described above, the candidate’s prior service as a director, and the needs of the Board for any particular talents and experience. If a director no longer wishes to continue in service, if the Nominating Committee decides not to re-nominate a director, or if a vacancy is created on the Board because of a resignation or an increase in the size of the Board or other event, then the committee considers whether to replace such director or to decrease the size of the Board. If the decision is to replace a director, then the Nominating Committee considers various candidates for Board membership, including those suggested by committee members, by other Board members, a director search firm engaged by the committee, or our stockholders. Prospective nominees are evaluated by the Nominating Committee based on the membership criteria described above and set forth in our Governance Guidelines. A stockholder who wishes to recommend a prospective nominee to the Board for consideration by the Nominating Committee must notify our Corporate Secretary in writing at our principal executive office located at 601 West Riverside Avenue, Suite 1100, Spokane, WA 99201. Each notice must include the information about the prospective nominee as would be required under our Amended and Restated Bylaws, or Bylaws. Such notice must be delivered to our offices by the deadline relating to stockholder proposals to be considered for inclusion in our proxy materials, as described under “General Information—Stockholder Proposals for 2025” in this proxy statement. Each notice delivered by a stockholder who wishes to recommend a prospective nominee to the Board for consideration by the Nominating Committee generally must include the following information about the prospective nominee:

  37. NOMINEES FOR DIRECTOR

    | • | the name, age, business address and residence address of the person; |

  38. NOMINEES FOR DIRECTOR

    | • | the principal occupation of the person; |

  39. NOMINEES FOR DIRECTOR

    | • | the number of shares of Clearwater Paper common stock owned by the person; |

  40. NOMINEES FOR DIRECTOR

    | • | a statement whether the person, if elected, intends to tender an irrevocable resignation effective upon (i) such person’s failure to receive the required vote for re-election and (ii) acceptance of such resignation by the Board; |

  41. NOMINEES FOR DIRECTOR

    | • | a description of all compensation and other relationships during the past three years between the stockholder and the person; |

  42. NOMINEES FOR DIRECTOR

    | • | any other information relating to the person required to be disclosed pursuant to Section 14 of the Securities Exchange Act; and |

  43. NOMINEES FOR DIRECTOR

    | 1 | KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS | 2 | CORPORATE GOVERNANCE AND BOARD OF DIRECTORS | 3 | CORPORATE RESPONSIBILITY | 4 | EXECUTIVE COMPENSATION DISCUSSION AND TABLES | 5 | AUDIT COMMITTEE REPORT | 6 | ANNUAL MEETING INFORMATION | 7 | PROPOSALS |

  44. NOMINEES FOR DIRECTOR

    | • | the person’s written consent to serve as a director if elected. |

  45. NOMINEES FOR DIRECTOR

    The Nominating Committee may require any prospective nominee recommended by a stockholder to furnish such other information as the Nominating Committee may reasonably require to determine the eligibility of such person to serve as an independent director or that could be material to a stockholder’s understanding of the independence, or lack thereof, of such person. The foregoing is only a summary of the detailed requirements set forth in our Bylaws regarding director nominations by stockholders that would apply when a stockholder wishes to recommend a prospective nominee to the Board for consideration by the Nominating Committee. A more detailed description of the information that must be provided as to a prospective nominee is set forth in Article 3 of our Bylaws, which are available on our website at www.clearwaterpaper.com by selecting “Investors” and then “Governance.”

  46. Board of Directors

    Board of Directors One of the responsibilities of our Board is to provide oversight of our risk management practices in order to ensure appropriate risk management systems are employed throughout the company. Management, which is responsible for the day-to-day assessment and mitigation of our risks, utilizes an enterprise risk management, or ERM, program, which is an enterprise-wide program designed to enable effective and efficient identification and management of critical enterprise risks and to facilitate the incorporation of risk considerations into decision making. To assist and strengthen management’s risk assessment and mitigation efforts, we have a Risk Management Committee whose management members represent a company-wide perspective and provide subject matter expertise as part of our ERM process. Through the ERM process,

  47. Board of Directors

    | 1 | KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS | 2 | CORPORATE GOVERNANCE AND BOARD OF DIRECTORS | 3 | CORPORATE RESPONSIBILITY | 4 | EXECUTIVE COMPENSATION DISCUSSION AND TABLES | 5 | AUDIT COMMITTEE REPORT | 6 | ANNUAL MEETING INFORMATION | 7 | PROPOSALS |

  48. Board of Directors

    management identifies, monitors, and mitigates risks and regularly reports to the Board or a committee of the Board as to the assessment and management of those risks. The Board’s standing committees support the Board by regularly addressing various issues within their respective areas of oversight.

  49. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS Our Nominating Committee reviews and makes recommendations to our Board concerning independent director compensation. Similar to our philosophy regarding executive compensation, our philosophy regarding director compensation is to provide our directors a fair compensation package that is tied to the services they perform as well as to the performance of the company, with the objective of recruiting and retaining an outstanding group of directors. The Nominating Committee, pursuant to the authority granted under its charter, engaged Semler Brossy Consulting Group to advise it on director compensation matters for 2023. Semler Brossy’s assessment was taken into consideration in establishing our current director compensation, which is targeted to be at the median of compensation paid by comparable companies.

  50. 2023 COMPENSATION OF NON-EMPLOYEE DIRECTORS

    2023 COMPENSATION OF NON-EMPLOYEE DIRECTORS

  51. 2023 COMPENSATION OF NON-EMPLOYEE DIRECTORS

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($) | Total ($) | | John J. Corkrean | $132,500 | $112,556 | - | $245,056 | | Jeanne M. Hillman | $105,000(3) | $112,556 | - | $133,556 | | Kevin J. Hunt | $127,500 | $112,556 | - | $240,056 | | Joe L. Laymon | $105,000(4) | $112,556 | - | $165,056 | | Ann C. Nelson | $112,500 | $112,556 | - | $225,056 | | John P. O’Donnell | $122,500 | $112,556 | - | $235,056 | | Alexander Toeldte | $215,000 | $112,556 | - | $327,556 | | Christine M. Vickers Tucker | $105,000 | $112,556 | - | $217,556 |

  52. 2023 COMPENSATION OF NON-EMPLOYEE DIRECTORS

    | (1) Represents annual retainers for 2023, as well as any amounts earned for service as Chair, Independent Executive Chair, or committee Chair as well as committee membership retainers. |

  53. 2023 COMPENSATION OF NON-EMPLOYEE DIRECTORS

    | (2) This column shows the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718, of stock units granted in 2023. In accordance with FASB ASC Topic 718, the grant date fair value reported for all stock units was computed by multiplying the number of stock units by the closing price of our stock on the grant date. The aggregate number of vested and unvested phantom common stock units credited for service and deferred fees as a director outstanding as of December 31, 2023 for each non-employee director was as follows: Mr. Corkrean— 19,896 units; Ms. Hillman—8,023 Mr. Hunt—33,203 units; Mr. Laymon— 21,424 units; Ms. Nelson— 14,671 units; Mr. O’Donnell—27,652 units; Mr. Toeldte—30,934 units and Ms. Vickers Tucker—10,617 units. |

  54. 2023 COMPENSATION OF NON-EMPLOYEE DIRECTORS

    | (3) In 2023, Ms. Hillman elected to defer receipt of a portion of her cash retainers and fees, which will be paid out according to her election under the Clearwater Paper Corporation Deferred Compensation Plan for Directors. In connection with these deferrals, we credited 2,445 stock units to Ms. Hillman’s account for fees deferred in 2023. Such amounts were determined separately for each fee payment, which included pro-rata payments of the director’s annual retainer fee, by dividing the fee amount by the appropriate closing stock price pursuant to the plan. These stock units are included in Ms. Hillman’s aggregate number of phantom common stock units described in footnote 2. |

  55. 2023 COMPENSATION OF NON-EMPLOYEE DIRECTORS

    | (4) In 2023, Mr. Laymon elected to defer receipt of a portion of his cash retainers and fees, which will be paid out according to his election under the Clearwater Paper Corporation Deferred Compensation Plan for Directors. In connection with these deferrals, we credited 1,528 stock units to Mr. Laymon’s account for fees deferred in 2023. Such amounts were determined separately for each fee payment, which include pro-rata payments of the director’s annual retainer fee, by dividing the amount due by the appropriate per share closing stock price pursuant to the plan. These stock units are included in Mr. Laymon’s aggregate number of phantom common stock units described in footnote 2. |

  56. 2023 COMPENSATION OF NON-EMPLOYEE DIRECTORS

    During 2023, one of our directors, Arsen S. Kitch, also served as our CEO. As a result, he did not receive compensation for his services as a director during 2023. The compensation received by Mr. Kitch is shown in the “2023 Summary Compensation Table” provided elsewhere in this proxy statement.

  57. 2023 COMPENSATION OF NON-EMPLOYEE DIRECTORS

    | 1 | KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS | 2 | CORPORATE GOVERNANCE AND BOARD OF DIRECTORS | 3 | CORPORATE RESPONSIBILITY | 4 | EXECUTIVE COMPENSATION DISCUSSION AND TABLES | 5 | AUDIT COMMITTEE REPORT | 6 | ANNUAL MEETING INFORMATION | 7 | PROPOSALS |

  58. EXECUTIVE COMPENSATION PRACTICES

    | Compensation Practice | | | Independent Compensation Committee | The Compensation Committee consists entirely of independent directors. | | Independent Compensation Consultant | The Compensation Committee utilizes an independent compensation consultant, Semler Brossy, which is retained directly by the Compensation Committee and provides no other services to the company’s management. | | Pay for Performance | The Compensation Committee is committed to overseeing, evaluating, and improving our executive compensation pay design and administration. The executive compensation mix is targeted to favor performance-based compensation and executive compensation targets are determined on a case-by-case basis using competitive market data with a range of opportunities above and below target to reflect actual performance. | | Risk Assessment | The Compensation Committee performs an annual review of the risks related to our compensation programs. | | Performance Goals | We utilize key measures tied to operational, financial, and share performance as well as strategic accomplishments, with different goals used between our short- and long-term incentive plans. | | Stock Ownership Guidelines | We require stock ownership by executives to further align our executives’ and stockholders’ interests. | | Recoupment Policy | We adopted a clawback policy to comply with Dodd-Frank in 2023. | | Caps on Incentive Compensation | There is a maximum limit on the amount of annual cash incentive and performance share payouts. | | No Hedging or Pledging | Under our insider trading policy, all employees (including officers) are prohibited from short selling, purchasing on margin, pledging of company stock or other securities, and buying or selling puts or calls in company stock or other company securities. | | Perks | We provide limited perks to executive officers pursuant to (i) company programs for matching and charitable gifts; or (ii) company relocation programs. | | No Gross Ups | We do not provide for excise tax gross ups in our executive compensation plans. | | No Single Trigger Change in Control Vesting Acceleration | We do not provide for the vesting of outstanding equity awards after a change in control absent a termination of employment (PSUs, RSUs, and option awards require a “double trigger”). | | No Repricing | Our Stock Incentive Plan expressly prohibits repricing or repurchasing of underwater equity awards without stockholder approval. |

  59. Compensation Philosophy

    | Compensation Element Summary Table | | | | 2023 Element of Pay | Overview | Key Benchmarks/ Performance Metrics | | Annual Salary | Fixed cash compensation meant to attract and retain executives by balancing at-risk compensation | • The Compensation Committee targets base salaries with reference to our compensation peer group as well as level of experience, job performance, and long-term potential and tenure | | Annual Incentive Plan (“AIP”) | Links executive compensation to annual financial, operational, and strategic performance by awarding cash bonuses for achieving pre-defined targets | • For executives with enterprise-wide responsibility: — 75% company adjusted earnings before interest, taxes, debt, and amortization (“Adjusted EBITDA”) — 25% company-wide Strategic Objectives, including sustainability factors • For executives in charge of a business unit: — 45% company Adjusted EBITDA — 25% company-wide Strategic Objectives, including sustainability factors — 30% division Adjusted EBITDA | | Long-Term Incentive Plan (LTIP) Performance Shares (“PSU”) (60% of LTIP) | Intended to reward employees when the company performs in-line with long-term strategic direction and achieves total stockholder returns that exceed those of our applicable comparator index | • “Cliff” vest at end of three-year performance period, subject to performance and continued employment; performance shares are comprised of: — 70% Free Cash Flow (“FCF”) — 30% Return on Invested Capital (“ROIC”) • Payout modifier is applied to performance shares based on relative total stockholder return (“TSR”) compared to the S&P SmallCap 600® Index — -25% payout modification for performance at or below the threshold — No payout modification for performance between threshold and maximum — +25% modification for performance at or above maximum | | Restricted Stock Units (“RSU”) (40% of LTIP) | Intended to recruit and retain key employees while aligning interests of executives with long-term interests of our stockholders | • Vest ratably over a three-year period, subject to continued employment |

  60. 2023 Executive Compensation Peer Group

    2023 Executive Compensation Peer Group Semler Brossy annually reviews our compensation peer group based on objective criteria with the goal of ensuring that it is reflective of the size of our company and the competitive environment in which we operate. Peer companies are targeted with consideration to comparability in company size and industry (paper products and paper packaging) including adjacent industries with similar industry dynamics, such as metal, glass, containers, and specialty chemicals. For 2023, we removed Verso Corporation from our peer group following its acquisition. Apart from that change, after considering our selection criteria, we made no other changes to our peer group.

  61. 2023 Executive Compensation Peer Group

    | 1 | KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS | 2 | CORPORATE GOVERNANCE AND BOARD OF DIRECTORS | 3 | CORPORATE RESPONSIBILITY | 4 | EXECUTIVE COMPENSATION DISCUSSION AND TABLES | 5 | AUDIT COMMITTEE REPORT | 6 | ANNUAL MEETING INFORMATION | 7 | PROPOSALS |

  62. 2023 Executive Compensation Peer Group

    The Compensation Committee will continue to monitor pay for our executive officers with an emphasis on company performance and appropriate competitive benchmarks, including our updated peer group.

  63. 2023 Executive Compensation Peer Group

    | Company Name | GICS Sub-Industry | | AptarGroup, Inc. | Metal and Glass Containers | | Domtar Corporation* | Paper Products | | Ferro Corporation* | Specialty Chemicals | | Glatfelter Corporation | Paper Products | | Graphic Packaging Holding Company | Paper Packaging | | Greif, Inc. | Metal and Glass Containers | | Innospec Inc. | Specialty Chemicals | | Intertape Polymer Group Inc.* | Metal and Glass Containers | | Mercer International Inc. | Paper Products | | Myers Industries, Inc. | Metal and Glass Containers | | Neenah, Inc.* | Paper Products | | Resolute Forest Products Inc. | Paper Products | | Schweitzer-Mauduit International, Inc.* | Paper Products | | Silgan Holdings Inc. | Metal and Glass Containers | | *Companywas acquired in 2023 | |

  64. 2023 NEO Salary, Target and Actual AIP, and Target LTIP

    2023 NEO Salary, Target and Actual AIP, and Target LTIP For 2023, the Compensation Committee set the base salary, annual incentive plan (AIP) target, and long-term incentive plan (LTIP) target for each of our named executive officers. The table below reflects this information for each of our named executive officers, as well as the actual payouts for our AIP in 2023.

  65. 2023 NEO Salary, Target and Actual AIP, and Target LTIP

    | Name | 2023 Annual Salary(1) | 2023 AIP Target(2) | 2023 AIP Actual | 2023 LTIP Target(3) | | Arsen S. Kitch President and Chief Executive Officer | $950,000 | $940,500 | $1,263,700 | $2,700,000 | | Sherri J. Baker Sr Vice President, Finance & Chief Financial Officer | $520,000 | $129,600 | $174,200 | $520,000 | | Rebecca A. Barckley Vice President, Controller and Interim Chief Financial Officer | $287,836 | $114,400 | $157,300 | $139,051 | | Michael J. Murphy Former Sr Vice President, Finance & Chief Financial Officer | $520,000 | $166,700 | $224,000 | $520,000 | | Steven M. Bowden Sr Vice President, General Manager-Pulp & Paperboard Division | $453,000 | $292,900 | $273,300 | $453,000 | | Michael S. Gadd Sr Vice President, General Counsel & Corporate Secretary | $515,000 | $332,900 | $447,300 | $515,000 | | Kari G. Moyes Sr Vice President, Human Resources | $426,000 | $275,300 | $369,900 | $426,000 |

  66. 2023 NEO Salary, Target and Actual AIP, and Target LTIP

    The above target AIP payout for our CEO and other NEOs is based on the company’s above target performance. The Compensation Committee increased our CEO’s base salary and long-term incentive plan award based on his additional experience in the role and performance, and to remain competitive.

  67. 2023 NEO Salary, Target and Actual AIP, and Target LTIP

    | (1) Actual salaries earned for 2023 as shown in the Summary Compensation Table may differ due to timing of annual salary increases. |

  68. 2023 NEO Salary, Target and Actual AIP, and Target LTIP

    | (2) AIP targets are a percentage of a named executive officer’s actual salary for a given year. |

  69. 2023 NEO Salary, Target and Actual AIP, and Target LTIP

    | (3) LTIP targets are generally set annually but are reviewed as part of a competitive market assessment performed by the Compensation Committee’s consultant. |

  70. 2023 NEO Salary, Target and Actual AIP, and Target LTIP

    | 1 | KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS | 2 | CORPORATE GOVERNANCE AND BOARD OF DIRECTORS | 3 | CORPORATE RESPONSIBILITY | 4 | EXECUTIVE COMPENSATION DISCUSSION AND TABLES | 5 | AUDIT COMMITTEE REPORT | 6 | ANNUAL MEETING INFORMATION | 7 | PROPOSALS |

  71. 2023 ANNUAL INCENTIVES

    2023 ANNUAL INCENTIVES

  72. 2023 AIP Design

    2023 AIP Design Focus on Performance and Responsibilities. Because our executive officers are responsible for our overall financial, operational, and strategic performance, 100% of their annual cash bonus was based on company and division performance and strategic objectives for 2023. AIP Performance Measures. For 2023, the company performance measures for executives with enterprise-wide responsibility were:

  73. 2023 AIP Design

    | • 75% of Target – Based on Company Adjusted EBITDA $ Performance | | • 25% of Target – Based on Strategic Objectives Performance |

  74. 2023 AIP Design

    For executives in charge of a business unit, performance measures were:

  75. 2023 AIP Design

    | • 45% of Target – Based on Company Adjusted EBITDA $ Performance | | • 25% of Target – Based on Strategic Objectives Performance | | • 30% of Target – Based on Division Adjusted EBITDA $ Performance |

  76. 2023 AIP Design

    We used Adjusted EBITDA to measure financial performance to focus participants on generating income and cash flow by both increasing revenues and controlling costs. We used company-wide strategic objectives to focus participants on achieving and delivering strategic goals. The performance scales for the Adjusted EBITDA components for 2023 annual cash bonuses and the corresponding performance modifiers as a percentage of target were as follows:

  77. 2023 AIP Design

    | Company and Division Adjusted EBITDA $ Performance Level | Performance Modifier (Percentage of Target Bonus) | | At or Below Threshold | 0% x Target Bonus | | Target | 100% x Target Bonus | | Maximum | 200% x Target Bonus |

  78. 2023 AIP Design

    The performance modifiers increase or decrease depending on the payout ratio determined by the Compensation Committee for performance between threshold and target levels and between target and maximum levels. There would have been no funding of the annual bonus plan if company Adjusted EBITDA performance was below the threshold level and therefore no annual award payment to participants. The most that could be paid out to participants in the annual incentive plan is 200% of target based on performance. As determined by the Compensation Committee, 2023 company Adjusted EBITDA goals were as follows:

  79. 2023 AIP Design

    | 1 | KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS | 2 | CORPORATE GOVERNANCE AND BOARD OF DIRECTORS | 3 | CORPORATE RESPONSIBILITY | 4 | EXECUTIVE COMPENSATION DISCUSSION AND TABLES | 5 | AUDIT COMMITTEE REPORT | 6 | ANNUAL MEETING INFORMATION | 7 | PROPOSALS |

  80. 2023 AIP Design

    | | Company Adj. EBITDA $ | | 2023 Threshold | $209.1 Million | | 2023 Target | $261.4 Million | | 2023 Maximum | $313.7 Million | | 2023 Actual | $281.0 Million | | Approved Percentage of Target | 137.5% |

  81. 2023 AIP Design

    For 2023, the Compensation Committee established a company Adjusted EBITDA target of $261.4 million, which was equal to the 2023 operating budget approved by our Board. For purposes of establishing 2023 company target Adjusted EBITDA, and the calculation of year-end results, the Compensation Committee adjusted for the same non-GAAP adjustments identified in our 10-K for determining Adjusted EBITDA. Specifically, the company Adjusted EBITDA is income from operations before interest expense, net, other non-operating costs, taxes, depreciation and amortization, debt retirement costs, and other operating charges, net. The division Adjusted EBITDA is segment income before depreciation & amortization. A reconciliation of EBITDA and Adjusted EBITDA may be found in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, under the heading Non-GAAP Financial Measures, in our Annual Report on Form 10-K, filed on February 20, 2024. Our Compensation Committee has the discretion to modify bonuses calculated under our annual incentive plan for executive officers. The company did not make any subsequent adjustments to the 2023 company Adjusted EBITDA goals.

  82. 2023 AIP Payout

    2023 AIP Payout

  83. AIP Performance 2023

    AIP Performance 2023 Company Adjusted EBITDA. During 2023, we achieved company Adjusted EBITDA of $281.0 million. The 2023 Adjusted EBITDA for the company and used in the AIP is found in our Annual Report on Form 10-K, filed on February 20, 2024, as described above. Division Adjusted EBITDA. As determined by the committee, division Adjusted EBITDA are as follows:

  84. AIP Performance 2023

    | | CPD Adj. EBITDA $ | PPD Adj. EBITDA $ | | 2023 Threshold | $58.6 Million | $206.1 Million | | 2023 Target | $73.2 Million | $257.6 Million | | 2023 Maximum | $87.8 Million | $309.1 Million | | 2023 Actual | $150.5 Million | $206.4 Million | | Approved Percentage of Target | 200.0% | 0.65% |

  85. AIP Performance 2023

    Strategic Objectives. 25% of target for all named executive officers was based on strategic objectives. The committee selected four components for the strategic objectives portion of the AIP performance metric for named executive officers and other senior managers, and evaluated the named executive officers’ performance with respect to those strategic objectives. As a result, the committee determined that there was above target performance of 125.0% for those objectives, as shown below:

  86. AIP Performance 2023

    | 1 | KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS | 2 | CORPORATE GOVERNANCE AND BOARD OF DIRECTORS | 3 | CORPORATE RESPONSIBILITY | 4 | EXECUTIVE COMPENSATION DISCUSSION AND TABLES | 5 | AUDIT COMMITTEE REPORT | 6 | ANNUAL MEETING INFORMATION | 7 | PROPOSALS |

  87. AIP Performance 2023

    | Objective | | | Continue to build a high performing, values driven organization | | | Develop long-term capital plan to sustain and improve the business | | | Drive sustained above industry average operating performance, excluding market related impacts | | | Develop and align on strategic options | | | Total Payout (as % of target): | 125.0% |

  88. AIP Performance 2023

    CEO AIP Payout 2023. Mr. Kitch received a payout of 134.4% of target under our annual incentive plan, the same target payout percentage received by our other named executive officers with enterprise-wide responsibility.

  89. LONG-TERM INCENTIVES

    LONG-TERM INCENTIVES

  90. 2023-2025 LTIP Design

    2023-2025 LTIP Design Focus on Performance, Retention and Recruitment. In 2023, we continued to link long-term incentives directly to our strategic initiatives and related financial performance with the inclusion of free cash flow (FCF) and return on invested capital (ROIC) performance. We focused on stockholder return by awarding performance shares and awarded RSUs to focus on stock price growth as well as for talent retention purposes. Weighting long-term awards in the form of performance shares aligns equity incentives with company performance and, ultimately, with stockholder value creation. Our named executive officers received their 2023 long-term incentive plan awards in the following proportions:

  91. 2023-2025 LTIP Design

    | | Percentage of LTIP Award | | | LTIP Participant | Performance Shares | RSUs | | Executive Officers | 60% | 40% |

  92. 2023-2025 LTIP Design

    Performance Measures. For 2023, we used two metrics for performance shares granted for the 2023-2025 period to named executive officers and relative Total Stockholder Return (rTSR) as a modifier:

  93. 2023-2025 LTIP Design

    | • 70% - Performance Share Award Based on Free Cash Flow Performance (1)(3) | | • 30% - Performance Share Award Based on ROIC Performance (2)(3) | | • Performance Modified on relative TSR (-25% / 0% / +25%) (3) |

  94. 2023-2025 LTIP Design

    | (1) Calculated as the cumulative net cash flows provided by (used from) operating activities less additions to property, plant, and equipment as reported in the company’s Form 10-K for the three years ended December 31, 2025. This amount specifically excludes any business purchases or divestures. Additional details regarding the Free Cash Flow performance metric will not be disclosed until the end of the performance period given that the goal detail is confidential and competitive in nature. Such disclosure could cause competitive harm. The target-level goals can be characterized as strong performance, meaning that based on historical performance, although attainment of this performance level is uncertain, it can be reasonably anticipated that target performance may be achieved, while the threshold goals are more likely to be achieved and the maximum goals represent more aggressive levels of performance. |

  95. 2023-2025 LTIP Design

    | (2) Measured over the three-year period to focus on the delivery of financial results from our strategic initiatives and related capital expenditures. The final ROIC will be calculated as adjusted operating net income divided by the sum of (i) stockholders equity plus (ii) long-term debt (including current portion) less cash and cash equivalents and short-term cash investment as reported in the company’s Form 10-K for each of the three years ended December 31, 2025. Additional details regarding the ROIC performance metric will not be disclosed until the end of the performance period given that the goal detail is confidential and competitive in nature. Such disclosure could cause competitive harm. The target-level goals can be characterized as strong performance, meaning that based on historical performance, although attainment of this performance level is uncertain, it can be reasonably anticipated that target performance may be achieved, while the threshold goals are more likely to be achieved and the maximum goals represent more aggressive levels of performance. |

  96. 2023-2025 LTIP Design

    | (3) The company’s TSR is measured against the S&P SmallCap 600® Index itself and the two measures above will only be modified ±25% for TSR levels that fall outside of the defined spread (i.e., no adjustment for performance between threshold and maximum performance). |

  97. 2023-2025 LTIP Design

    | 1 | KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS | 2 | CORPORATE GOVERNANCE AND BOARD OF DIRECTORS | 3 | CORPORATE RESPONSIBILITY | 4 | EXECUTIVE COMPENSATION DISCUSSION AND TABLES | 5 | AUDIT COMMITTEE REPORT | 6 | ANNUAL MEETING INFORMATION | 7 | PROPOSALS |

  98. 2023-2025 LTIP Design

    For the three-year performance period beginning January 1, 2023 and ending December 31, 2025, the annualized relative TSR (rTSR) performance scale to apply the rTSR modifier to the corresponding number of shares earned as a percentage of target were set by the Compensation Committee as follows:

  99. 2023-2025 LTIP Design

    | Annualized Relative Total Stockholder Return | Payout* | | +12.5% vs. S&P SmallCap 600® Index | +25% | | Between -12.5% and +12.5% vs. S&P SmallCap 600® Index | 0% | | -12.5% vs. S&P SmallCap 600® Index | -25% |

  100. 2023-2025 LTIP Design

    *The relative TSR modifier can modify a payout if the three-year annualized TSR is equal to or more than 12.5 percentage points below or above the annualized TSR of the S&P SmallCap 600® Index over the performance period. If neither FCF nor ROIC hit threshold, rTSR performance will not be used to adjust the payout (rTSR is not a separate performance measure, it is a modifier only). The total payout will be capped at 200% of target. The SmallCap 600® Index was selected for this portion of our Long-Term Incentive Plan in order to incentivize broad-based TSR performance market alignment without tying performance to one of the more niche indexes, which generally lack comparability with our business, or our compensation peer group, which represents only one segment of the market. For additional Long-Term Incentive Plan details see “Other Compensation Related Matters.”

  101. 2023-2025 LTIP Design

    | 1 | KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS | 2 | CORPORATE GOVERNANCE AND BOARD OF DIRECTORS | 3 | CORPORATE RESPONSIBILITY | 4 | EXECUTIVE COMPENSATION DISCUSSION AND TABLES | 5 | AUDIT COMMITTEE REPORT | 6 | ANNUAL MEETING INFORMATION | 7 | PROPOSALS |

  102. 2021-2023 LTIP Performance Share Payout

    2021-2023 LTIP Performance Share Payout For performance share awards granted to NEOs in 2021 (for the 2021-2023 performance period), we used two metrics with 70% of the performance share award based on FCF performance, and 30% based on ROIC performance and a rTSR performance modifier, using as the selected comparison group the S&P SmallCap 600® to focus on delivery of value to our stockholders. Our financial multipliers were achieved at maximum and payouts were then adjusted downward by 12.95 percentage points due to our relative TSR modifier, resulting in a total payout percentage of 187.1% for the performance shares for this performance period. As determined by the committee the 2021-2023 LTIP Performance measures were as follows:

  103. 2021-2023 LTIP Performance Share Payout

    | | Free Cash Flow(1) (70% of the award) | | Return on Invested Capital(2) (30% of the award) | | Threshold | $185MM | | 5.2% | | Target | $218MM | | 6.5% | | Maximum | $251MM | | 7.8% | | Actual | $275.1MM | | 8.4% | | Performance % | 200.0% | | 200.0% | | Combined Performance | | 200.0% | | | Relative TSR modifier(3) | | -12.95% | | | Performance Share Payout % | | 187.1% | |

  104. 2021-2023 LTIP Performance Share Payout

    | (1) FCF is calculated as the cumulative net cash flows provided by operating activities less additions to property, plant and equipment as reported in the Company’s Form 10-K for the three years ended December 31, 2023, specifically excluding any business purchases or divestitures. During 2021, the Company closed its Neenah, WI operations and cash received for asset sales have been included up to the amount of cash paid associated with a mill closure of $9.5 million. Additionally, $26 million in cash received during the year ended December 31, 2023, associated the Company’s uncertain tax provision has been excluded from the calculation until such position has been sustained. The payout percentage determined under the above table was interpolated linearly to reflect performance that between the levels of FCF specified above. |

  105. 2021-2023 LTIP Performance Share Payout

    | (2) ROIC is calculated as average of the adjusted operating net income (defined as income (loss) from operations as reported in the Company’s Form 10-K for each of the three years ended December 31, 2023, less other operating charges, net adjusted for income taxes at a statutory rate of 26%) divided by the sum of (i) stockholders equity plus (ii) long-term debt (including current portion) less cash and cash equivalents and short-term cash investments as reported in the Company’s Form 10-K for each of the three years ended December 31, 2023. The ROIC calculation is the average of the three one-year ROIC results for each year in the Performance Period. The payout percentage determined under the above table was interpolated linearly to reflect performance that between the levels of FCF specified above. |

  106. 2021-2023 LTIP Performance Share Payout

    | (3) For the TSR component, our absolute TSR was -1.11% (39.46)% percentile rank against our peers), which equated to a modifier of -12.95% percentage points. |

  107. Compensation Committee Process

    performance measures set at the beginning of the year under our annual incentive plan. Our CEO provides to the committee performance evaluations of the executives who report to him; and recommendations regarding (i) changes to base salaries as well as target amounts for annual cash bonuses and equity awards for each executive officer, excluding his own; (ii) compensation packages for executives being hired or promoted; and (iii) proposed company performance targets. Recommendations regarding target and actual executive compensation components are based on the principal duties and responsibilities of each position, competitor pay levels within our industry in both regional and national markets and at comparable companies, and internal pay equity, as well as on individual performance considerations. Compensation Consultant. The Compensation Committee has engaged Semler Brossy to advise the committee on executive compensation matters as well as the competitive design of the company’s long-term and annual incentive programs. The Nominating Committee has also engaged Semler Brossy to advise that committee on director compensation matters. Semler Brossy does not advise any of our executive officers as to their individual compensation and does not perform other compensation-related services for the company. The Compensation Committee’s independent consultant performs an annual competitive market assessment of each executive officer’s compensation package that the committee uses to analyze each component of such compensation as well as each executive officer’s compensation in the aggregate. The intent of these assessments is to evaluate the proper balance and competitiveness of our executive officers’ compensation, as well as the form of award used to accomplish the objective of each component. The committee is also advised, on an annual basis, as to target performance measures and other executive compensation matters by its compensation consultant. Ultimately, decisions about the amount and form of executive compensation under our compensation program are made by the Compensation Committee alone and may reflect factors and considerations other than the information and advice provided by its consultant or management. Establishing Compensation. At meetings held in the first quarter of each year, the Compensation Committee typically takes the following actions relating to the compensation for our executive officers, and in some cases other senior employees:

  108. Compensation Committee Process

    | • | approves the payment of cash awards under our annual incentive plan for the prior year’s performance; |

  109. Compensation Committee Process

    | • | approves the settlement of any performance-based equity awards previously issued under our long-term incentive program; |

  110. Compensation Committee Process

    | • | establishes the performance measures and approves the target award opportunity for cash awards under our annual incentive plan for the current year; |

  111. Compensation Committee Process

    | • | establishes the performance measures for any performance-based equity awards under our long-term incentive program; |

  112. Compensation Committee Process

    | • | approves the threshold and maximum levels of performance under our annual and long-term incentive plans, including performance shares, as well as the payouts for achieving those levels of performance; and |

  113. Compensation Committee Process

    | • | approves the grant of performance shares and any other equity awards, such as options or restricted stock units that vest based on continued employment, under our long-term incentive program. |

  114. Other Compensation Matters

    Each executive must acquire, within five years of his or her becoming an executive officer, or within five years of becoming subject to any incremental guidelines, at least the equity value shown above. Each of our named executive officers has met or is on track to meet his or her current equity ownership requirements. Shares held in a brokerage account, an account with our transfer agent, an account with our stock plan administrator or in our 401(k) Plan, common stock units owned as a result of deferred awards made under our incentive programs, and any vested RSUs, all count towards the ownership requirement. Shares subject to unvested RSUs, unexercised options or unearned performance shares, however, do not count toward the ownership guidelines. The value of the shares held by an officer will be measured by the greater of the value of the shares at the (i) time acquired or vested or (ii) the applicable annual measurement date, based on the twenty-day average closing price of our stock before that measurement date. For the stock ownership of all our named executive officers as of February 29, 2024, see “Security Ownership of Certain Beneficial Owners and Management.” If an executive officer does not meet the ownership requirements or the ownership requirement is not maintained after it is initially met, any restricted stock unit or performance share award that is earned, on an after-tax basis, would have to be retained by the officer to the extent necessary to meet the stock ownership guidelines. Annual Incentive and Long-term Incentive Clawbacks. The company has had in place for several years financial restatement clawback provisions in its cash and equity plans for all employees. This year the Compensation Committee adopted a standalone, mandatory clawback policy for executive officers that complies with Dodd-Frank. Executive Severance and Change of Control Plans. The Compensation Committee believes that our Executive Severance Plan and our Change of Control Plan (or in the case of Mr. Kitch, the severance and change of control benefits provided in his employment agreement) provide tangible benefits to the company and our stockholders, particularly in connection with recruiting and retaining executives in a change of control situation. We do not provide for excise tax gross ups upon a change of control. We do not view our change of control benefits or post-termination benefits as core elements of compensation due to the fact that a change of control or another triggering event may never occur. Our objectives in offering these benefits are consistent with our compensation objectives to recruit, motivate and retain talented and experienced executives. In addition, we believe these benefits provide a long-term commitment to job stability and financial security for our executives and encourage retention of those executives in the face of the uncertainty and potential disruptive impact of an actual or potential change of control. Our change of control benefits work to ensure that the interests of our executives will be materially consistent with the interests of our stockholders when considering corporate transactions and are intended to reassure executives that they will receive previously deferred compensation and that prior equity grants will be honored because decisions as to whether to provide these amounts are not left to management and the directors in place after a change of control. Our change of control and post-termination benefits are not provided exclusively to the named executive officers but are also provided to certain other management employees. For severance and change of control benefits see “Potential Payments Upon Termination or a Change of Control.” The Role of Stockholder Advisory Vote. At our Annual Meeting in 2024, our stockholders will again be provided the opportunity to cast a non-binding advisory vote to approve the compensation of our named executive officers. This vote is set forth in Proposal 3 in this proxy statement. The Compensation Committee, as it did last year, will consider the outcome of the vote when making future compensation decisions regarding our named executive officers. Salaried Retirement Benefits. The company sponsors a Salaried Retirement Plan, or Retirement Plan, which provides a pension to salaried employees of Clearwater Paper as of December 15, 2010, including some of our named executive

  115. 2023 Summary Compensation Table

    2023 Summary Compensation Table

  116. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3) | All Other Compensation ($)(4) | Total ($) | | Arsen S. Kitch | 2023 | $940,385 | | $2,872,321 | $0 | $1,263,700 | $0 | $211,690 | $5,288,096 | | President and Chief | 2022 | $888,461 | | $2,113,054 | $0 | $1,549,100 | $0 | $143,073 | $4,693,688 | | Executive Officer | 2021 | $813,462 | | $1,838,354 | $0 | $693,000 | $0 | $163,512 | $3,508,327 | | Sherri J. Baker (5)(8)(9) | 2023 | $200,000 | | $647,943 | $0 | $174,200 | $0 | $69,831 | $1,091,974 | | Senior Vice President, Finance | | | | | | | | | | | and Chief Financial Officer | | | | | | | | | | | Rebecca A. Barckley (6)(8)(9) | 2023 | $316,514 | $6,953 | $147,928 | $0 | $157,300 | $0 | $41,547 | $670,242 | | Vice President, Controller and Interim | | | | | | | | | | | Chief Financial Officer | | | | | | | | | | | Michael J. Murphy (7) | 2023 | $257,115 | | $553,166 | $0 | $224,000 | $0 | $292,792 | $1,327,073 | | Former Senior Vice President, Finance | 2022 | $509,733 | | $485,054 | $0 | $570,100 | $0 | $62,324 | $1,627,211 | | and Chief Financial Officer | 2021 | $486,923 | | $461,961 | $0 | $269,800 | $0 | $71,342 | $1,290,026 | | Steve M. Bowden | 2023 | $450,500 | | $481,892 | $0 | $273,300 | $0 | $72,857 | $1,278,549 | | Senior Vice President, Gen’l Mgr, | 2022 | $433,846 | | $422,622 | $0 | $495,700 | $0 | $60,720 | $1,412,888 | | Pulp and Paperboard Division | 2021 | $397,692 | | $377,097 | $0 | $319,500 | $0 | $60,637 | $1,154,926 | | Michael S. Gadd | 2023 | $512,116 | | $547,862 | $0 | $447,300 | $18,396 | $82,892 | $1,608,565 | | Senior Vice President, General | 2022 | $497,692 | | $480,226 | $0 | $564,400 | $0 | $71,808 | $1,614,126 | | Counsel and Corporate Secretary | 2021 | $482,692 | | $457,236 | $0 | $267,500 | $0 | $91,689 | $1,299,117 | | Kari G. Moyes | 2023 | $423,500 | | $453,201 | $0 | $369,900 | $0 | $68,499 | $1,315,100 | | Senior Vice President, | 2022 | $411,000 | | $396,684 | $0 | $466,100 | $0 | $49,918 | $1,323,702 | | Human Resources | 2021 | $397,692 | | $377,097 | $0 | $220,400 | $0 | $67,113 | $1,062,302 |

  117. 2023 Summary Compensation Table

    | (1) The stock awards column shows the aggregate grant date fair value of the RSUs, and the performance shares granted to all of our named executive officers. In accordance with FASB ASC Topic 718, the grant date fair value reported for all RSUs, and performance shares was computed by multiplying the number of shares subject to each RSU and performance share award (assuming payout at target) by the closing price of Clearwater Paper’s stock on the grant date. The fair value of the TSR portion of the performance share awards for purposes of estimating compensation was calculated using a Monte Carlo simulation model. The assumptions underlying FASB ASC Topic 718 valuations performed for performance shares are discussed in note 14 to our audited financial statements included in our 10-K. |

  118. 2023 Summary Compensation Table

    Following is the value as of the grant date of the performance shares granted to our named executive officers by us in 2023 and in 2022, assuming the highest level of performance would have been or will be achieved (resulting in settlement of 200% of the shares subject to the award) in each case based on Clearwater Paper’s closing stock price on the applicable grant date. Mr. Kitch (2023 - $3,329,757 and 2022 - $2,464,137), Ms. Barckley (2023 - $171,500), Messrs. Murphy (2023 - $641,270 and 2022 - $565,666), Bowden (2023 - $558,617 and 2022 - $492,816), Gadd (2023 - $635,077 and 2022- $560,013), and Ms. Moyes (2023 - $525,357 and 2022 - $462,568).

  119. 2023 Summary Compensation Table

    | (2) This column shows cash bonuses earned under our annual incentive plan. Annual bonuses relating to performance in 2023 were actually paid in 2024. |

  120. 2023 Summary Compensation Table

    | (3) Represents the aggregate annual change in the actuarial present value of accumulated pension benefits under all of our defined benefit and actuarial pension plans. No portion of the amounts shown in this column is attributable to above market or preferential earnings on deferred compensation. |

  121. 2023 Summary Compensation Table

    | 1 | KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS | 2 | CORPORATE GOVERNANCE AND BOARD OF DIRECTORS | 3 | CORPORATE RESPONSIBILITY | 4 | EXECUTIVE COMPENSATION DISCUSSION AND TABLES | 5 | AUDIT COMMITTEE REPORT | 6 | ANNUAL MEETING INFORMATION | 7 | PROPOSALS |

  122. 2023 Summary Compensation Table

    | (4) All Other Compensation Table below for additional information: |

  123. 2023 Summary Compensation Table

    | Name | Company Contributions | | Other Benefits | | | 401(k) | Supplemental 401(k)(a) | | | Arsen S. Kitch | $19,918 | $171,773 | $20,000 (b) | | Sherri J. Baker | $11,693 | $0 | $58,139 (c) | | Rebecca A. Barckley | $25,089 | $16,458 | | | Michael J. Murphy | $17,259 | $0 | $275,533 (d) | | Steven M. Bowden | $6,515 | $66,342 | | | Michael S. Gadd | $17,225 | $65,666 | | | Kari G. Moyes | $16,640 | $51,859 | |

  124. 2023 Summary Compensation Table

    | (a) Allocations made under the 401(k) Plan supplemental benefit portion of our Supplemental Plan and are computed to include amounts in excess of the IRS compensation and benefit limitations applicable to our qualified plans. |

  125. 2023 Summary Compensation Table

    | (b) Pursuant to our practice of donating to charitable organizations on behalf of our executives who sit on charitable boards, a contribution of $20,000 was made by the company to Spokane Symphony, of which Mr. Kitch serves as chair of the board. |

  126. 2023 Summary Compensation Table

    | (c) Relocation benefits provided pursuant to Ms. Baker’s employment agreement to relocate her to our company headquarters. This entire amount is subject to repayment if Ms. Baker is terminated for cause or resigns without Good Reason within two years of her hire date, and includes a tax restoration benefit of $19,426 paid in connection with the relocation benefit. |

  127. 2023 Summary Compensation Table

    | (d) Payment in accordance with the terms of our Executive Severance Plan including cash severance payments of $260,000 and $15,532.74 in continued benefits. |

  128. 2023 Summary Compensation Table

    | (5) Ms. Baker joined the company on August 14, 2023 and therefore only received a portion of her $520,000 annual salary. In addition, Ms. Baker’s non-equity incentive compensation was prorated accordingly for the period she worked during the year. Pursuant to the terms of her offer letter, Ms. Baker received an award of restricted stock units (“RSUs”) the value of which is shown in the Stock Awards column. These RSUs vest in full on August 15, 2026 subject to Ms. Baker’s continued employment. |

  129. 2023 Summary Compensation Table

    | (6) Ms. Barckley served as interim Chief Financial Officer between June 30, 2023 through August 14, 2023. Ms. Barckley received a stipend during this interim period which is included in the “All Other Compensation” column. |

  130. 2023 Summary Compensation Table

    | (7) Mr. Murphy ceased being an executive officer and employee of the company effective June 30, 2023. |

  131. 2023 Summary Compensation Table

    | (8) Ms. Baker and Ms. Barckley were not named executive officers prior to 2023. |

  132. 2023 Summary Compensation Table

    | (9) Ms. Baker received a $10,000 employee moving bonus and Ms. Barkley received a discretionary $6,953 performance bonus in conjunction with her annual merit increase bonus in connection with her performance as interim Chief Financial Officer. |

  133. 2023 Summary Compensation Table

    | 1 | KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS | 2 | CORPORATE GOVERNANCE AND BOARD OF DIRECTORS | 3 | CORPORATE RESPONSIBILITY | 4 | EXECUTIVE COMPENSATION DISCUSSION AND TABLES | 5 | AUDIT COMMITTEE REPORT | 6 | ANNUAL MEETING INFORMATION | 7 | PROPOSALS |

  134. Grants of Plan-Based Awards for 2023

    Grants of Plan-Based Awards for 2023

  135. Grants of Plan-Based Awards for 2023

    | Name | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stocks or Units (#)(3) | Grant Date Fair Value of Stock Awards ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Arsen S. Kitch | | $0 | $940,500 | $1,881,000 | | | | | | | | 2/27/2023 | | | | 0 | 43,549 | 87,098 | | $1,762,428 | | | 2/27/2023 | | | | | | | 29,032 | $1,109,893 | | Sherri J. Baker | | $0 | $129,600 | $259,200 | | | | | | | | 8/14/2023 | | | | | | | 18,587 | $647,943 | | Rebecca A. Barckley | | $0 | $114,400 | $228,800 | | | | | | | | 2/27/2023 | | | | 0 | 2,243 | 4,486 | | $90,774 | | | 2/27/2023 | | | | | | | 1,495 | $57,154 | | Michael J. Murphy | | $0 | $166,700 | $333,400 | | | | | | | | 2/27/2023 | | | | 0 | 8,387 | 16,774 | | $339,422 | | | 2/27/2023 | | | | | | | 5,591 | $213,744 | | Steve M. Bowden | | $0 | $292,900 | $585,800 | | | | | | | | 2/27/2023 | | | | 0 | 7,306 | 14,612 | | $295,674 | | | 2/27/2023 | | | | | | | 4,871 | $186,218 | | Michael S. Gadd | | $0 | $332,900 | $665,800 | | | | | | | | 2/27/2023 | | | | 0 | 8,306 | 16,612 | | $336,144 | | | 2/27/2023 | | | | | | | 5,538 | $211,718 | | Kari G. Moyes | | $0 | $275,300 | $550,600 | | | | | | | | 2/27/2023 | | | | 0 | 6,871 | 13,742 | | $278,069 | | | 2/27/2023 | | | | | | | 4,581 | $175,132 |

  136. Grants of Plan-Based Awards for 2023

    | (1) Actual amounts paid under our annual incentive plan for performance in 2023 were paid in March 2024 and are reflected in the Summary Compensation Table in the column titled “Non-Equity Incentive Plan Compensation.” Awards granted under our annual incentive plan included an operational component related to company Adjusted EBITDA, which accounted for 75% of the annual incentive plan for the corporate executives with enterprise-wide responsibility and 45% for the division executives; a company-wide strategic objectives component, which accounted for 25% of the annual incentive plan for corporate and division executives; and for the division executives’ remaining 30%, a component related to division Adjusted EBITDA. The company portion of the target annual bonus amount could have been up to 200% of target, depending on the company’s Adjusted EBITDA performance; the company-wide strategic objectives component of the bonus could have been up to 200% of the target; and the division portion of the target annual bonus amount could have been up to 200% of target, depending on the division Adjusted EBITDA performance. This resulted in a cap on what could be paid out equal to 200% of the aggregate target amount for the year. If the company Adjusted EBITDA threshold target is not met, no participant is eligible to receive a bonus under our annual incentive plan for that year. The threshold amounts shown in the table assume threshold for company performance, company-wide strategic objectives performance and division performance. |

  137. Grants of Plan-Based Awards for 2023

    | (2) Amounts shown represent performance shares granted for the performance period 2023-2025. The named executive officers’ total long-term incentive grants were in the form of performance shares and RSUs, with 60% granted as performance shares that may pay out based on our Free Cash Flow (“FCF”) (70% of target grant) and Return on Invested Capital (“ROIC”) (30% of target grant), with a modifier based on relative total stockholder return (“TSR”) compared to that of the S&P SmallCap 600® Index during the three-year performance period, and 40% granted as time-vested RSUs, which use three-year ratable vesting subject to continuing employment. The grant date fair value of the performance share awards has been calculated as described in footnote 1 to the 2023 Summary Compensation Table above. Threshold payout is shown at zero solely for illustrative purposes. For both the relative FCF and ROIC portions of the performance share awards, threshold performance will result in a payout of 0% of target, target level performance will result in a payout of 100% of target, and maximum performance will result in a payout of 200% of target. The relative TSR modifier can modify a payout if the three-year annualized TSR is equal to or more than 12.5 percentage points below or above the annualized TSR of the S&P SmallCap 600® Index over the Performance Period. Clearwater Paper’s outperformance of the Index by 12.5% or more will result in the application of an additive modifier of +25%. Clearwater Paper’s underperformance of the Index by -12.5% or more will result in the application of an additive modifier of -25%. If neither FCF nor ROIC hit threshold, rTSR performance will not be used to adjust the payout (rTSR is not a separate performance measure, it is a modifier only). The total payout will be capped at 200% of target. |

  138. Grants of Plan-Based Awards for 2023

    | (3) Amounts represent RSUs with three-year ratable vesting subject to continuing employment, except in the case of Ms. Baker whose RSUs vest on August 15, 2026, subject to her continue employment and pursuant to her offer letter. |

  139. Grants of Plan-Based Awards for 2023

    | 1 | KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS | 2 | CORPORATE GOVERNANCE AND BOARD OF DIRECTORS | 3 | CORPORATE RESPONSIBILITY | 4 | EXECUTIVE COMPENSATION DISCUSSION AND TABLES | 5 | AUDIT COMMITTEE REPORT | 6 | ANNUAL MEETING INFORMATION | 7 | PROPOSALS |

  140. 2023 Outstanding Equity Awards at Fiscal Year End

    2023 Outstanding Equity Awards at Fiscal Year End

  141. 2023 Outstanding Equity Awards at Fiscal Year End

    | | Option Awards(1) | | | | Stock Awards(1) | | | | | | Number of Securities Underlying Unexercised Options (#) | Number of Securities Underlying Unexercised Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Name | Exercisable | Unexercisable | | | | | | | | Arsen S. Kitch | | | | | | | | | | Performance Share Grant (2023-2025) | | | | | | | 87,098 | $1,572,990 | | Restricted Stock Units (2023-2025) | | | | | 29,032(5) | $1,048,636 | | | | Performance Share Grant (2022-2024) | | | | | | | 84,562 | $3,054,379 | | Restricted Stock Units (2022-2024) | | | | | 18,886(6) | $682,162 | | | | Restricted Stock Units (2021-2023) | | | | | 6,505(7) | $234,961 | | | | Restricted Stock Units (2020-2024) | | | | | 43,706(8) | $1,578,661 | | | | Stock Option Grant (2018-2020) | 7,332 | | $37.45 | 3/5/2028 | | | | | | Stock Option Grant (2017-2019) | 3,498 | | $56.75 | 2/27/2027 | | | | | | Stock Option Grant (2016-2018) | 5,775 | | $38.75 | 2/25/2026 | | | | | | Stock Option Grant (2015-2017) | 1,956 | | $61.75 | 2/26/2025 | | | | | | Stock Option Grant (2014-2016) | 1,371 | | $66.97 | 2/24/2024 | | | | | | Sherri J. Baker | | | | | | | | | | Restricted Stock Units (2023-2025) | | | | | 18,587(9) | $671,362 | | | | Rebecca A. Barckley | | | | | | | | | | Performance Share Grant (2023-2025) | | | | | | | 4,486 | $162,034 | | Restricted Stock Units (2023-2025) | | | | | 1,495(5) | $53,999 | | | | Performance Share Grant (2022-2024) | | | | | | | 5,188 | $187,391 | | Restricted Stock Units (2022-2024) | | | | | 1,160(6) | $41,899 | | | | Restricted Stock Units (2021-2023) | | | | | 434(7) | $15,676 | | | | Restricted Stock Units (2021-2023) | | | | | 2,453(7) | $88,602 | | | | Michael J. Murphy (10) | | | | | | | | | | Steve M. Bowden | | | | | | | | | | Performance Share Grant (2023-2025) | | | | | | | 14,612 | $527,785 | | Restricted Stock Units (2023-2025) | | | | | 4,871(5) | $175,941 | | | | Performance Share Grant (2022-2024) | | | | | | | 16,912 | $610,861 | | Restricted Stock Units (2022-2024) | | | | | 3,778(6) | $136,461 | | | | Restricted Stock Units (2021-2023) | | | | | 1,335(7) | $48,220 | | | | Michael S. Gadd | | | | | | | | | | Performance Share Grant (2023-2025) | | | | | | | 16,612 | $600,025 | | Restricted Stock Units (2023-2025) | | | | | 5,538(5) | $200,033 | | | | Performance Share Grant (2022-2024) | | | | | | | 19,218 | $694,154 | | Restricted Stock Units (2022-2024) | | | | | 4,293(6) | $155,063 | | | | Restricted Stock Units (2021-2023) | | | | | 1,618(7) | $58,442 | | | | Stock Option Grant (2018-2020) | 9,813 | | $37.45 | 3/5/2028 | | | | | | Stock Option Grant (2017-2019) | 7,587 | | $56.75 | 2/27/2027 | | | | | | Stock Option Grant (2016-2018) | 11,328 | | $38.75 | 2/25/2026 | | | | | | Stock Option Grant (2015-2017) | 6,315 | | $61.75 | 2/26/2025 | | | | | | Stock Option Grant (2014-2016) | 7,587 | | $66.97 | 2/24/2024 | | | | | | Kari G. Moyes | | | | | | | | | | Performance Share Grant (2023-2025) | | | | | | | 13,742 | $496,361 | | Restricted Stock Units (2023-2025) | | | | | 4,581(5) | $165,466 | | | | Performance Share Grant (2022-2024) | | | | | | | 15,874 | $573,369 | | Restricted Stock Units (2022-2024) | | | | | 3,546(6) | $128,082 | | | | Restricted Stock Units (2021-2023) | | | | | 1,335(7) | $48,220 | | | | Stock Option Grant (2018-2020) | 7,668 | | $37.45 | 3/5/2028 | | | | | | Stock Option Grant (2017-2019) | 6,141 | | $56.75 | 2/27/2027 | | | | | | Stock Option Grant (2016-2018) | 8,943 | | $38.75 | 2/25/2026 | | | | | | Stock Option Grant (2015-2017) | 5,010 | | $61.75 | 2/26/2025 | | | | | | Stock Option Grant (2014-2016) | 1,407 | | $66.97 | 2/24/2024 | | | | |

  142. 2023 Outstanding Equity Awards at Fiscal Year End

    | (1) For 2021, 2022 and 2023, 60% of the named executive officers’ annual equity awards were in the form of performance shares that may pay out based on our FCF (70% of target grant) and ROIC (30% of target grant). The 2021 performance share grants use a -25% to +25% modifier based |

  143. 2023 Outstanding Equity Awards at Fiscal Year End

    | 1 | KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS | 2 | CORPORATE GOVERNANCE AND BOARD OF DIRECTORS | 3 | CORPORATE RESPONSIBILITY | 4 | EXECUTIVE COMPENSATION DISCUSSION AND TABLES | 5 | AUDIT COMMITTEE REPORT | 6 | ANNUAL MEETING INFORMATION | 7 | PROPOSALS |

  144. 2023 Outstanding Equity Awards at Fiscal Year End

    | on a relative TSR compared to that of a selected comparison group (companies comprising the S&P SmallCap 600® Index) and both the 2022 and 2023 grants use a ±25% modifier if the three-year annualized TSR is equal to or more than 12.5 percentage points below or above the annualized TSR of the S&P SmallCap 600® Index during the three-year performance period. The other 40% of the executives’ annual equity awards were granted as time vested RSUs, which use three-year ratable vesting subject to continuing employment. Because the performance share awards are for three-year performance periods that end December 31, 2023, 2024 and 2025, respectively, the actual number of shares that could be issued upon settlement of these awards may be less than the amounts shown in this table. |

  145. 2023 Outstanding Equity Awards at Fiscal Year End

    | (2) This column shows RSUs granted in 2020, 2021, 2022, and 2023. |

  146. 2023 Outstanding Equity Awards at Fiscal Year End

    | (3) Values calculated using the $36.12 per share closing price of our common stock on December 29, 2023 |

  147. 2023 Outstanding Equity Awards at Fiscal Year End

    | (4) This column shows performance shares granted for the 2022-2024 and 2023-2025 performance periods. For each performance period, the performance is measured based on FCF and ROIC with a relative TSR modifier, and the share payouts under each measure will be 0% of target for threshold performance, 100% of target for target level performance, and 200% of target for the maximum level of performance. In each performance period, for performance that is intermediate, the percent of target multiplier will be determined by interpolation. The shares for both the 2022 and 2023 grants are shown at 200% and 200%, respectively based on actual performance as of December 31, 2023. |

  148. 2023 Outstanding Equity Awards at Fiscal Year End

    | (5) The shares listed will vest ratably 33% / 33% / 34% on March 15, 2024, March 15, 2025, and March 15, 2026, respectively. |

  149. 2023 Outstanding Equity Awards at Fiscal Year End

    | (6) The shares listed will vest ratably approximately 50% / 50% on March 15, 2024, and March 15, 2025, respectively. |

  150. 2023 Outstanding Equity Awards at Fiscal Year End

    | (7) 100% of the shares listed in the table will vest on March 4, 2024. |

  151. 2023 Outstanding Equity Awards at Fiscal Year End

    | (8) 100% of the shares listed in the table will vest on April 1, 2024. |

  152. 2023 Outstanding Equity Awards at Fiscal Year End

    | (9) 100% of the shares listed in the table will vest on August 15, 2026. |

  153. 2023 Outstanding Equity Awards at Fiscal Year End

    | (10) Mr. Murphy had no outstanding awards as of December 31, 2023 in light of his termination of employment. |

  154. 2023 Option Exercises and Stock Vested Table

    2023 Option Exercises and Stock Vested Table

  155. 2023 Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1)(2) | Value Realized on Vesting ($)(2)(3) | | Arsen S. Kitch | 0 | $0 | 75,995 | $2,864,693 | | Sherri J. Baker | 0 | $0 | 0 | $0 | | Rebecca A. Barckley | 0 | $0 | 6,191 | $236,623 | | Michael J. Murphy | 0 | $0 | 24,046 | $801,981 | | Steve M. Bowden | 0 | $0 | 15,609 | $595,449 | | Michael S. Gadd | 0 | $0 | 18,796 | $716,973 | | Kari G. Moyes | 0 | $0 | 15,495 | $591,054 |

  156. 2023 Option Exercises and Stock Vested Table

    | (1) Consists of the gross number of RSUs that fully vested in 2023 and the gross number of performance shares for the 2021-2023 performance period that were approved for settlement by the Compensation Committee on February 26, 2024. During the three-year performance period for these awards (2021-2023), the performance of FCF and ROIC with a TSR modifier resulted in a payout of performance shares equal to 187.1% of target. The breakout of the gross number of RSUs and performance shares settled are as follows: |

  157. 2023 Option Exercises and Stock Vested Table

    | Name | RSUs Settled | Performance Shares Settled | | Arsen S. Kitch | 13,526 | 36,487 | | Sherri J. Baker | 0 | 0 | | Rebecca A. Barckley | 1,836 | 2,516 | | Michael J. Murphy | 14,582 | 0 | | Steve M. Bowden | 3,313 | 7,816 | | Michael S. Gadd | 3,600 | 9,986 | | Kari G. Moyes | 3,388 | 8,195 |

  158. 2023 Option Exercises and Stock Vested Table

    | (2) Fully vested performance shares and RSUs were subject to tax withholding, resulting in the receipt of fewer shares by each named executive officer. The shares withheld for tax purposes were as follows: |

  159. 2023 Option Exercises and Stock Vested Table

    | 1 | KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS | 2 | CORPORATE GOVERNANCE AND BOARD OF DIRECTORS | 3 | CORPORATE RESPONSIBILITY | 4 | EXECUTIVE COMPENSATION DISCUSSION AND TABLES | 5 | AUDIT COMMITTEE REPORT | 6 | ANNUAL MEETING INFORMATION | 7 | PROPOSALS |

  160. 2023 Option Exercises and Stock Vested Table

    | Name | Shares Withheld for Tax Purposes | Value of Shares Withheld | | Arsen S. Kitch | 25,982 | $978,297 | | Sherri J. Baker | 0 | $0 | | Rebecca A. Barckley | 1,839 | $70,288 | | Michael J. Murphy | 9,464 | $315,650 | | Steve M. Bowden | 4,480 | $170,881 | | Michael S. Gadd | 5,210 | $198,925 | | Kari G. Moyes | 3,912 | $149,201 |

  161. 2023 Option Exercises and Stock Vested Table

    | (3) Values are calculated using the per share closing price of our common stock on the vesting date of each award. |

  162. Pension Benefits Table

    Pension Benefits Table Full-time Clearwater Paper salaried employees, including our named executive officers, who were employed by us as of December 15, 2010, are eligible for the Retirement Plan. The Normal Retirement Benefit (or Accrued Benefit) was frozen as of December 31, 2011. Years of service were frozen as of December 31, 2011. The table below shows the actuarial present value of each named executive officer’s accumulated benefit, if eligible for the Retirement Plan, payable on retirement under our tax-qualified Retirement Plan and the Retirement Plan supplemental benefit portion of our non-qualified Supplemental Plan. For purposes of calculating the Retirement Plan benefit, earnings include base salary and annual incentive awards. Only Mr. Gadd was eligible to participate in these plans.

  163. Pension Benefits Table

    | Name | Plan Name | Number of Years Credited Service (1)(#) | Present Value of Accumulated Benefit ($)(4)(5) | Payments During Last Fiscal Year ($)(5) | | Michael S. Gadd | Supplemental Plan (2) | 5.84 | $122,564 | $3,142 | | | Retirement Plan (3) | 5.84 | $160,094 | $4,104 |

  164. Pension Benefits Table

    | (1) Years of credited service were frozen as of December 31, 2011. Number of years of credited service prior to December 31, 2011, include years of service with Potlatch Corporation prior to our spin-off from Potlatch Corporation for all eligible employees. |

  165. Pension Benefits Table

    | (2) Salaried Supplemental Benefit Plan. The Retirement Plan supplemental benefit portion of this plan ceased to accrue further benefits for participants as of December 31, 2011. |

  166. Pension Benefits Table

    | (3) Salaried Retirement Plan. This plan was closed to new participants effective December 15, 2010 and ceased to accrue further benefits for participants as of December 31, 2011. |

  167. Pension Benefits Table

    | (4) The following assumptions were made in calculating the present value of accumulated benefits: discount rate of 5.45% as of December 31, 2023; retirement at the officer’s first unreduced retirement age, which is age 62 for Michael S. Gadd; service as of December 31, 2011; mortality expectations based on the Mercer Industry Longevity Experience Study (MILES) for basic materials, paper and packaging table with generational projections using the Mercer Modified projection scale MMP-2021 as of December 31, 2023. |

  168. Pension Benefits Table

    | (5) A portion of Mr. Gadd’s benefit is being paid to an alternate payee and this information is reflected in the present value of benefits and payments during 2023. |

  169. Summary of Retirement Plan Benefits

    the “normal retirement date” is: (1% times Final Average Earnings) times (Years of Credited Service) Plus (0.5% times “Final Average Earnings” in excess of the Social Security Benefit Base) times (Years of Credited service (up to 35)). “Final Average Earnings” are the highest average monthly compensation (including base salary and incentive awards) earned during any consecutive 60-month period during the employee’s final 120 months of service as of December 31, 2011, with compensation in a given year limited by Internal Revenue Code (“IRC”) Section 401(a)(17). If an eligible employee elects to receive an “early retirement benefit,” the “normal retirement benefit is reduced 5/12 of 1% for every month that payment commences prior to age 62 (or age 65 if employment terminates prior to attainment of age 55 and 10 Years of Vesting Service). Participants in the Retirement Plan may select among various annuity forms and benefits with an actuarial present value less than $5,000 are paid in a lump sum.

  170. 2023 Nonqualified Deferred Compensation Table

    2023 Nonqualified Deferred Compensation Table The table below shows deferred compensation of the named executive officers, including mandatory deferral of RSUs and the fiscal year contributions made by or on their behalf under the 401(k) Supplemental Benefit portion of our nonqualified Supplemental Plan.

  171. 2023 Nonqualified Deferred Compensation Table

    | Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($)(1) | Aggregate Earnings in Last FY ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE (12/31/2023) ($)(3) | | Arsen S. Kitch | $0 | $171,773 | $75,109 | $0 | $627,032 | | Sherri J. Baker | $0 | $0 | $0 | $0 | $0 | | Rebecca A. Barckley | $0 | $16,458 | $18,302 | $0 | $34,760 | | Michael J. Murphy | $0 | $0 | $23,509 | $0 | $69,070 | | Steve M. Bowden | $0 | $66,342 | $8,816 | $0 | $213,876 | | Michael S. Gadd | $0 | $65,666 | $4,735 | $0 | $268,722 | | Kari G. Moyes | $0 | $51,859 | $5,154 | $0 | $271,174 |

  172. 2023 Nonqualified Deferred Compensation Table

    | (1) Amounts shown in the Registrant Contributions column above are also included in the “All Other Compensation” column in the 2023 Summary Compensation Table. |

  173. 2023 Nonqualified Deferred Compensation Table

    | (2) None of the Aggregate Earnings reported in this Table are included in the 2023 Summary Compensation Table in this proxy for the 2023 fiscal year as they do not represent above-market preferential earnings. |

  174. 2023 Nonqualified Deferred Compensation Table

    | 1 | KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS | 2 | CORPORATE GOVERNANCE AND BOARD OF DIRECTORS | 3 | CORPORATE RESPONSIBILITY | 4 | EXECUTIVE COMPENSATION DISCUSSION AND TABLES | 5 | AUDIT COMMITTEE REPORT | 6 | ANNUAL MEETING INFORMATION | 7 | PROPOSALS |

  175. 2023 Nonqualified Deferred Compensation Table

    | (3) The following amounts included in the Aggregate Balance column above have been reported as compensation to the named executive officers in the Summary Compensation Tables for previous fiscal years: |

  176. 2023 Nonqualified Deferred Compensation Table

    | Name | Amount | | Arsen S. Kitch | $321,835 | | Sherri J. Baker | $0 | | Rebecca A. Barckley | $0 | | Michael J. Murphy | $98,958 | | Steve M. Bowden (a) | $360,506 | | Michael S. Gadd | $485,018 | | Kari G. Moyes | $177,912 |

  177. 2023 Nonqualified Deferred Compensation Table

    | (a) This amount includes a deferral by Mr. Bowden of 50%, or $247,850, of his 2022 AIP award, which was reported in the 2022 Summary Compensation Table. |

  178. 2023 Nonqualified Deferred Compensation Table

    In addition to the retirement benefits described above, the Supplemental Plan provides benefits to supplement our Clearwater Paper 401(k) Plan to the extent that an employee’s “company contributions” or “allocable forfeitures” in the Clearwater Paper 401(k) Plan are reduced due to IRC limits or because the employee has deferred an annual incentive plan award. Supplemental Plan contributions equal the difference between the company contributions and allocable forfeitures actually allocated to the employee under the Clearwater Paper 401(k) Plan for the year and the company contributions and allocable forfeitures that would have been allocated to the employee under the Clearwater Paper 401(k) Plan if the employee had deferred 6% of his or her earnings determined without regard to the IRC compensation limit ($330,000 in 2023) and without regard to deferral of any annual incentive plan award. At the participant’s election, contributions may be deemed invested in a stock unit account, other investments available under the Clearwater Paper 401(k) Plan or a combination of these investment vehicles. Participants vest in this Supplemental Plan benefit upon the earliest of two years of service, attainment of age 65 while an employee, or total and permanent disability. Participants may elect to have benefits paid in a lump sum or in up to 15 annual installments; however, balances that are less than the annual 401(k) contribution limit ($22,500 in 2023) at the time the employee separates from service are paid in a lump sum. Benefits commence in the year following the year of separation from service. Benefit payments to “key employees,” as defined under the IRC, are delayed for a minimum of six months following separation from service. Certain employees, including the named executive officers, who earn an annual incentive plan award may defer between 50% and 100% of the award under the Management Deferred Compensation Plan. Eligible employees may also elect to defer up to 50% of base salary into the plan. At the participant’s election, deferrals may be deemed invested in a stock unit account, other investments available under the Clearwater Paper 401(k) Plan, or a combination of these investment vehicles. No cash is actually invested in these vehicles, rather a participant is credited for the deferred amount which is then tracked as if the amount were actually invested in company common stock or in funds available under the Clearwater Paper 401(k) Plan. If stock units are elected, dividend equivalents are credited to the units. Deferred amounts are 100% vested at all times.

  179. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

  180. Other Potential Payments Upon Termination

    Other Potential Payments Upon Termination In addition to those termination situations addressed above, named executive officers or their beneficiaries are entitled to certain payments upon death, disability, or retirement. For annual RSU and performance share awards, if the holder’s employment terminates because of death, disability, or retirement the following occurs:

  181. Other Potential Payments Upon Termination

    | • | for RSUs, a prorated portion of the award scheduled to vest at the next vesting date, would be paid based on the ratio of the number of full months the holder was employed from the previous annual vesting date (or from the grant date, if the holder’s employment terminates within twelve months of the grant date) to the date of termination, to twelve months; and |

  182. Other Potential Payments Upon Termination

    | • | for performance shares, a prorated portion of the award would be paid at the end of the performance period, based on the ratio of the number of full calendar months the holder was employed during the performance period to thirty-six months. |

  183. Other Potential Payments Upon Termination

    With respect to RSUs and performance shares, dividend equivalents, if any, that would have been paid on the shares earned had the recipient owned the shares during the prorated period, are paid at the end of the vesting or performance period. The following table summarizes the value as of December 31, 2023, that our named executive officers who were employed at such time would be entitled to receive assuming the respective officer’s employment terminated on that date, in connection with death, disability or retirement. No named executive officer employed on such date was eligible for retirement, with the exception of Mr. Gadd and Ms. Moyes who were eligible for early retirement under the Retirement Plan as of December 31, 2023. As a result, the amounts shown for the other named executive officers in the table reflect amounts they would be entitled to receive in connection only with death or disability.

  184. Other Potential Payments Upon Termination

    | 1 | KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS | 2 | CORPORATE GOVERNANCE AND BOARD OF DIRECTORS | 3 | CORPORATE RESPONSIBILITY | 4 | EXECUTIVE COMPENSATION DISCUSSION AND TABLES | 5 | AUDIT COMMITTEE REPORT | 6 | ANNUAL MEETING INFORMATION | 7 | PROPOSALS |

  185. Other Potential Payments Upon Termination

    | | Cash Severance Benefit | Pro-Rata Annual Bonus(1) | Value of Equity Acceleration(2) | Benefit Continuation | Total | | Arsen S. Kitch | $0 | $940,500 | $4,947,368 | $0 | $5,887,868 | | Sherri J. Baker | $0 | $129,600 | $74,588 | $0 | $204,188 | | Rebecca A. Barckley | $0 | $114,400 | $284,812 | $0 | $399,212 | | Michael J. Murphy (3) | $0 | $0 | $0 | $0 | $0 | | Steve M. Bowden | $0 | $292,900 | $661,955 | $0 | $954,855 | | Michael S. Gadd | $0 | $332,900 | $755,081 | $0 | $1,087,981 | | Kari G. Moyes | $0 | $275,300 | $623,874 | $0 | $899,174 |

  186. Other Potential Payments Upon Termination

    | (1) All named executive officers are entitled to a payment of the prorated portion of their bonus, based on the company’s actual performance. As the termination event for purposes of this table is deemed to occur on December 31, 2023, and performance is not determinable on that date, the bonus represented in the table reflects the “target” bonus opportunity. The payout would occur at the same time as for other participants. |

  187. Other Potential Payments Upon Termination

    | (2) Amount reflects the value of equity acceleration with respect to outstanding RSUs, which was calculated using the company’s closing stock price of $36.12 on December 29, 2023. Amount reflects any equity acceleration with respect to outstanding performance shares based on actual performance as of December 31, 2023. |

  188. Other Potential Payments Upon Termination

    | (3) Mr. Murphy ceased to be an employee effective June 30, 2023; therefore, he was not eligible for Death and Disability benefits as of December 31, 2023. |

  189. Additional Termination or Change of Control Payment Provisions

    Additional Termination or Change of Control Payment Provisions Annual Incentive Plan. In the event of a change of control, each participant under our annual incentive plan, including the named executive officers, is guaranteed payment of his or her prorated target bonus for the year in which the change of control occurs provided certain other events occur in connection with the participant. With respect to any award earned for the year prior to the year in which the change of control occurs, the participant is guaranteed payment of his or her award based on the performance results for the applicable year. The definition of “change of control” for purposes of our annual incentive plan is substantially similar to the definition of “change of control” described above with respect to the Change of Control Plan, and like certain other benefits under that plan requires a double trigger. Additionally, under our annual incentive plan, upon the death or disability of a participant, the participant or his or her beneficiary or estate, is entitled to a prorated portion of the annual bonus based on our actual performance. Benefits Protection Trust Agreement. We have entered into a Benefits Protection Trust Agreement, or Trust, which provides that in the event of a change of control the Trust will become irrevocable and within 30 days of the change of control we will deposit with the trustee enough assets to ensure that the total assets held by the Trust are sufficient to cover any anticipated trust expenses and to guarantee payment of the benefits payable to our employees under our Supplemental Plan; Annual Incentive Plan; Severance Plan; Change of Control Plan; Management Deferred Compensation Plan; Deferred Compensation Plan for Directors; the Salaried Severance Plan; Mr. Kitch’s Employment Agreement; and certain agreements between us and certain of our former employees. At least annually, an actuary will be retained to re-determine the benefit commitments and expected fees. If the Trust assets do not equal or exceed 110% of the re-determined amount, then we are, or our successor is, obligated to deposit additional assets into the Trust.

  190. CEO PAY RATIO

    CEO PAY RATIO Under SEC rules, we are required to provide information about the relationship of the annual total compensation of our employees (other than our CEO) and the annual total compensation of our CEO. The median of the annual total compensation of all employees of our company (other than our CEO) was $80,354. As reported in the “2023 Summary Compensation Table” above, the annual total compensation of our CEO was $5,288,096. Based on this information, for 2023 the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was 61 to 1.

  191. CEO PAY RATIO

    | 1 | KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS | 2 | CORPORATE GOVERNANCE AND BOARD OF DIRECTORS | 3 | CORPORATE RESPONSIBILITY | 4 | EXECUTIVE COMPENSATION DISCUSSION AND TABLES | 5 | AUDIT COMMITTEE REPORT | 6 | ANNUAL MEETING INFORMATION | 7 | PROPOSALS |

  192. CEO PAY RATIO

    To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee and our CEO, we took the following steps:

  193. CEO PAY RATIO

    | • | We determined that, as of the date of the last payroll run for the year (December 29, 2023), our employee population consisted of approximately 3,098 individuals with all of the individuals located in the United States. This population consisted of our full-time, part-time, and temporary workers. |

  194. CEO PAY RATIO

    | • | To identify the median employee from our employee population, we compared the amount of total cash earnings of all of our employees (other than our CEO) based on our payroll records. |

  195. CEO PAY RATIO

    | • | Since all of our employees are located in the United States, we did not make any cost-of-living adjustments in identifying the median employee. |

  196. CEO PAY RATIO

    The pay ratio disclosed above was calculated in accordance with SEC rules based upon our reasonable judgement and assumptions using the methodology described above. The SEC rules do not specify a single methodology for identification of the median employee or calculation of the pay ratio, and other companies may use assumptions and methodologies that are different from those used by us in calculating their pay ratio. Accordingly, the pay ratio disclosed by other companies may not be comparable to our estimated pay ratio as disclosed above.

  197. CEO PAY RATIO

    | 1 | KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS | 2 | CORPORATE GOVERNANCE AND BOARD OF DIRECTORS | 3 | CORPORATE RESPONSIBILITY | 4 | EXECUTIVE COMPENSATION DISCUSSION AND TABLES | 5 | AUDIT COMMITTEE REPORT | 6 | ANNUAL MEETING INFORMATION | 7 | PROPOSALS |

  198. PAY VS PERFORMANCE

    PAY VS PERFORMANCE

  199. PAY VS PERFORMANCE

    | | Arsen S. Kitch | | Linda K. Massman | | | | Value of Initial Fixed $100 Investment on 12/31/2019 based on: | | | | | Year | Summary Compensation Table (SCT) Total for PEO | Compensation Actually Paid (CAP) to PEO (1)(2) | SCT Total for PEO | CAP to PEO (1)(2) | Average SCT Total for Non-PEO NEOs (3) | Average CAP to Non-PEO NEOs (1)(2)(3) | Company Total Shareholder Return | Peer Group Total Shareholder Return (4) | Net Income (millions) | Adjusted EBITDA (millions) (5) | | 2023 | $5,076,406 | $4,607,288 | N/A | N/A | $1,110,431 | $839,605 | $169.10 | $137.42 | $107.7 | $281.0 | | 2022 | $4,665,888 | $8,013,712 | N/A | N/A | $1,485,132 | $2,042,485 | $177.01 | $117.98 | $46.0 | $226.9 | | 2021 | $3,508,327 | $2,881,453 | N/A | N/A | $1,309,743 | $880,350 | $171.68 | $139.56 | ($28.1) | $174.6 | | 2020 | $4,010,645 | $8,567,932 | $2,113,374 | $2,227,347 | $1,691,924 | $2,908,320 | $176.73 | $112.48 | $77.1 | $283.2 |

  200. PAY VS PERFORMANCE

    | (1) In order to calculate the 2023 compensation “actually paid” for our PEO and NEOs, we have subtracted the following amounts from the value in the “2023 Summary Compensation Tables” totals, which reflect the grant date fair value for performance and time vesting RSUs granted in the year, computed in accordance with FASB ASC Topic 718 and excluding any estimated forfeitures, as described more fully in the summary compensation table. |

  201. PAY VS PERFORMANCE

    | Arsen S. Kitch | Equity Award Values | NEO Average | Equity Award Values | | 2023 | $2,872,321 | 2023 | $471,999 |

  202. PAY VS PERFORMANCE

    | (2) In order to calculate the 2023 compensation “actually paid” for our PEO and NEOs, we have added the following amounts, which reflect the change in fair value for performance and time vesting RSUs, and options, as applicable, in each case computed in accordance with FASB ASC Topic 718. |

  203. PAY VS PERFORMANCE

    | Arsen S. Kitch | Fair value of awards granted in year and unvested at end of year | Change in fair value of awards granted in prior year through end of year | Change in fair value of awards granted in prior year through vesting date | | | 2023 | $2,689,265 | ($286,062) | $70,618 | | | NEO Average | Fair value of awards granted in year and unvested at end of year | Change in fair value of awards granted in prior year through end of year | Change in fair value of awards granted in prior year through vesting date | Fair value of awards at the end of the prior year that failed to meet vesting conditions in the year | | 2023 | $366,385 | ($40,152) | $12,475 | ($144,226) |

  204. PAY VS PERFORMANCE

    | (3) The named executive officers included for purposes of determining the average compensation for our named executive officers each year, is as follows: |

  205. PAY VS PERFORMANCE

    | | NEOs | | 2023 | Sherri Baker, Rebecca Barckley, Michael Murphy, Steve Bowden, Michael Gadd, and Kari Moyes | | 2022 | Michael Murphy, Steve Bowden, Michael Gadd, and Kari Moyes | | 2021 | Michael Murphy, Steve Bowden, Michael Gadd, and Kari Moyes | | 2020 | Michael Murphy, Steve Bowden, Michael Gadd, Kari Moyes, and Robert Hrivnak |

  206. PAY VS PERFORMANCE

    | (4) Represent the total stockholder return of the S&P MidCap 400 ® Index (excluding members of the GICS ® Financials sector) over the indicated periods, which is the index used for purposes of our performance graph disclosure in our 2023 10-K. |

  207. PAY VS PERFORMANCE

    | (5) Adjusted EBITDA is calculated as described in the above Compensation Discussion & Analysis, specifically the subsection entitled “2023 Annual Incentives.” |

  208. PAY VS PERFORMANCE

    | 1 | KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS | 2 | CORPORATE GOVERNANCE AND BOARD OF DIRECTORS | 3 | CORPORATE RESPONSIBILITY | 4 | EXECUTIVE COMPENSATION DISCUSSION AND TABLES | 5 | AUDIT COMMITTEE REPORT | 6 | ANNUAL MEETING INFORMATION | 7 | PROPOSALS |

  209. CAP versus TSR, Net Income, and Company Selected Measure

    | • | Compensation actually paid (CAP) to our CEO and other named executive officers and each of the following metrics: |

  210. PROPOSAL 1—ELECTION OF DIRECTORS

    PROPOSAL 1—ELECTION OF DIRECTORS We recommend a vote FOR each nominee. Our Board of Directors is divided into three classes serving staggered three-year terms. Each of the nominees listed below has been nominated by our Board of Directors at the recommendation of the Nominating and Governance Committee in accordance with its charter, our Amended and Restated Bylaws and our Corporate Governance Guidelines. Each nominee is currently a member of the Board. If any nominee becomes unable to serve as a director before the meeting or decides not to serve, the individuals named as proxies may vote for a substitute nominee proposed by the Board or we may reduce the number of members of the Board. We recommend a vote FOR each nominee listed below.

  211. NOMINEES FOR ELECTION AT THIS MEETING FOR A TERM EXPIRING IN 2027

    NOMINEES FOR ELECTION AT THIS MEETING FOR A TERM EXPIRING IN 2027

  212. John J. Corkrean

    John J. Corkrean Age 58, a director since May 2019

  213. Arsen S. Kitch

    Arsen S. Kitch Age 42, a director since April 2020

  214. Alexander Toeldte

    Alexander Toeldte Age 64, a director since April 2016 The affirmative vote of a majority of the shares of common stock present in person or represented by proxy and entitled to vote at the Annual Meeting is required to elect each nominee for director listed in Proposal 1.

  215. Alexander Toeldte

    | 1 | KEY PERFORMANCE, CSR AND ENVIRONMENTAL HIGHLIGHTS | 2 | CORPORATE GOVERNANCE AND BOARD OF DIRECTORS | 3 | CORPORATE RESPONSIBILITY | 4 | EXECUTIVE COMPENSATION DISCUSSION AND TABLES | 5 | AUDIT COMMITTEE REPORT | 6 | ANNUAL MEETING INFORMATION | 7 | PROPOSALS |