DEF 14A of Clearwater Paper Corp, Mar 27, 2026

DEF 14A of Clearwater Paper Corp

Filed Mar 27, 2026 · FY20250001441236-26-000018

Open on EDGAR

  1. BOARD OF DIRECTORS

    BOARD OF DIRECTORS

  2. BOARD OF DIRECTORS

    | | Arsen S. Kitch, 44 President and Chief Executive Officer | | Alexander Toeldte, 66 Independent Board Chair | | | Tenure: 6 years | Other Public Boards: 0 | | Tenure: 10 years | Other Public Boards: 0 | | | | Compensation | | | | | Audit | | | | Jeanne M. Hillman, 66 Independent | | Christine M. Vickers Tucker, 58 Independent | | | Tenure: 3.5 years | Other Public Boards: 0 | | Tenure: 4.9 years | Other Public Boards: 0 | | Nom. & Gov. | | Compensation | | | Audit | | Nom. & Gov. | | | | Ann C. Nelson, 66 Independent | | John J. Corkrean, 60 Independent | | | Tenure: 5.9 years | Other Public Boards: 1 | | Tenure: 6.9 years | Other Public Boards: 0 | | Nom. & Gov. | | Audit | | | Audit | | Compensation | | | | Joe W. Laymon, 73 Independent | | John P. O'Donnell, 65 Independent | | | Tenure: 6.9 years | Other Public Boards: 1 | | Tenure: 10 years | Other Public Boards: 0 | | Compensation | | Compensation | | | Nom. & Gov. | | Audit | |

  3. BOARD OF DIRECTORS

    | COMMITTEE PARTICIPATION: | Chair | Member | | Audit - Audit Committee Compensation - Compensation Committee Nom. & Gov. - Nominating and Governance Committee | | |

  4. BOARD OF DIRECTORS

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

  5. BOARD SKILLS SUMMARY

    BOARD SKILLS SUMMARY

  6. 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. | John J Corkrean | Jeanne M. Hillman | Arsen S. Kitch | Joe W. Laymon | Ann C. Nelson | John P. O’Donnell | Alexander Toeldte | Christine M. Vickers Tucker | | 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/Paperboard Industry: Experience with the pulp and paperboard industry | ● | ● | ● | ● | ● | ● | ● | | | 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 Implementation: Experience with implementation of sustainability practices | | ● | ● | ● | ● | ● | ● | ● | | Risk Management: Experience with financial and/or operational risk management | ● | ● | ● | ● | | ● | ● | ● | | Sales/Marketing: Experience with sales and/or marketing. | | | | | | ● | | ● |

  7. BOARD SKILLS SUMMARY

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

  8. DIRECTOR NOMINEES

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

  9. DIRECTOR NOMINEES

    | | | | | | Current Committee Memberships | | | | | Name | Age | Director Since | Current Principal Occupation | Independent | Audit | Compensation | Nominating and Corporate Governance | Other Public Boards | | Jeanne M. Hillman | 66 | 2022 | Retired VP | Yes | * | | * | 0 | | Joe W. Laymon | 73 | 2019 | Retired VP | Yes | | * | * | 1 | | Ann C. Nelson | 66 | 2020 | Retired Partner | Yes | * | | * | 1 | | John P. O'Donnell | 65 | 2016 | Retired CEO | Yes | * | * | | 0 | | Christine M. Vickers Tucker | 58 | 2021 | Retired VP | Yes | | * | * | 0 |

  10. DIRECTOR NOMINEES

    The average tenure of our continuing independent directors is 6.8 years. At the Annual Meeting, our stockholders will be asked to elect five individuals to serve as directors until the 2027 annual meeting of stockholders. See “Proposal No. 1—Election of Directors.” Our Amended and Restated 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. Our Board of Directors was previously divided into three classes serving staggered three-year terms. At the 2024 annual meeting of stockholders, the stockholders approved the amendment to the Restated Certificate of Incorporation to declassify the Board. In accordance with those changes, our Board’s class terms are being eliminated over a three-year period that commenced with the 2025 annual meeting of stockholders and we will hold annual elections of all directors commencing with the 2027 annual meeting of stockholders. The directors elected this year will be elected on an annual basis going forward. Below are the names and ages of our eight 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, the persons named as proxies will have discretionary authority to vote for a substitute nominee.

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

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

  12. Jeanne M. Hillman

    Jeanne M. Hillman Biography: Ms. Hillman (age 66) has been a director since October 2022 including as chair of our Nominating Committee since May 2025. Ms. Hillman retired from Weyerhaeuser (NYSE:WY), a timber, wood products manufacturing and real estate company in March 2020, as vice president enterprise technology and governance, starting in that role in May 2019, where she oversaw a multi-year SAP system upgrade while concurrently serving as chief accounting officer, starting in that role in 2006. From October 2010 to August 2013, she served as vice president, finance operations for Weyerhaeuser's wood products business improvement initiative. She held senior financial roles with accountability for strategic planning, capital investment, and multiple acquisitions and divestitures from 2002 through 2016. 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.

  13. Joe W. Laymon

    Joe W. Laymon Biography: Mr. Laymon (age 73) 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.

  14. Joe W. Laymon

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

  15. Joe W. Laymon

    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.

  16. Ann C. Nelson

    Ann C. Nelson Biography: Ms. Nelson (age 66) 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 and paper industries. Current Public Directorships: Ms. Nelson has served as a director and chair of the audit committee of Rayonier, Inc. (NYSE: RYN), a timber REIT, since 2020 and is a member of the compensation and management development committee. 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 accounting and financial reporting, and experience as a chair of the audit committee of another public company make her an asset to our Board.

  17. John P. O'Donnell

    John P. O'Donnell Biography: Mr. O’Donnell (age 65) has been a director since April 2016, including chair of our Nominating Committee from May 2020 to May 2025 and as chair of our Compensation Committee since May 2025. 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.

  18. Christine M. Vickers Tucker

    Christine M. Vickers Tucker Biography: Ms. Vickers Tucker (age 58) has been a director since May 2021. Ms. Vickers Tucker served as the vice president and general manager of 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 of The Clorox Professional Products Company from October 2014 through October 2021, 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.

  19. Christine M. Vickers Tucker

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

  20. DIRECTORS CONTINUING IN OFFICE UNTIL 2027

    DIRECTORS CONTINUING IN OFFICE UNTIL 2027

  21. John J. Corkrean

    John J. Corkrean Biography: Mr. Corkrean (age 60) 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.

  22. Arsen S. Kitch

    Arsen S. Kitch Biography: Mr. Kitch (age 44) 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.

  23. Alexander Toeldte

    Alexander Toeldte Biography: Mr. Toeldte (age 66) 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. Previously, 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. Alexander Toeldte

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

  25. 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 may elect new directors to fill vacancies if they occur.

  26. NOMINEES FOR DIRECTOR

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

  27. NOMINEES FOR DIRECTOR

    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. 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. The Nominating and Governance Committee will consider potential director nominees recommended by any record or beneficial stockholders. 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 300, 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 2027” 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: •the name, age, business address and residence address of the person; •the principal occupation of the person; •the number of shares of Clearwater Paper common stock owned by the person; •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; •a description of all compensation and other relationships during the past three years between the stockholder and the person; •any other information relating to the person required to be disclosed pursuant to Section 14 of the Securities Exchange Act of 1934, as amended; and •the person’s written consent to serve as a director if elected. 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

  28. NOMINEES FOR DIRECTOR

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

  29. NOMINEES FOR DIRECTOR

    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.”

  30. 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, 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. Each of the committee chairs, as appropriate, reports to the full Board at regular meetings concerning the activities of the committee, any significant issues it has discussed, and the actions taken by the committee. The Board’s role in risk oversight is consistent with its leadership structure. We believe that our Board’s leadership structure facilitates its oversight of our risk management practices by combining the day-to-day knowledge of our business possessed by our President and CEO as a member of the Board, with the independence provided by our Independent Chair and independent Board committees.

  31. Board of Directors

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

  32. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS

  33. 2025 COMPENSATION OF NON-EMPLOYEE DIRECTORS

    2025 COMPENSATION OF NON-EMPLOYEE DIRECTORS

  34. 2025 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 | | 128,538 | | — | | 261,038 | | Jeanne M. Hillman | 116,346 | (3) | 128,538 | | — | | 244,884 | | | Kevin J. Hunt | 44,835 | (4) | 128,538 | | — | | 173,373 | | | Joe W. Laymon | 105,000 | | 128,538 | | — | | 233,538 | | | Ann C. Nelson | 112,500 | | 128,538 | | — | | 241,038 | | | John P. O'Donnell | 125,742 | | 128,538 | | — | | 254,279 | | | Alexander Toeldte | 219,863 | | 128,538 | | — | | 348,400 | | | Christine M. Vickers Tucker | 105,000 | | 128,538 | | — | | 233,538 | |

  35. 2025 COMPENSATION OF NON-EMPLOYEE DIRECTORS

    (1) Represents annual retainers for 2025, as well as any amounts earned for service as Chair or committee Chair as well as committee membership retainers. (2) This column shows the aggregate grant date fair value, computed in accordance with FASB ASC Topic 718, of stock units granted in 2025. 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, 2025 for each non-employee director was as follows: Mr. Corkrean— 27,426 units; Ms. Hillman— 21,495 units; Mr. Hunt— 17,659 units; Mr. Laymon— 27,426 units; Ms. Nelson— 22,202 units; Mr. O’Donnell—35,182 units; Mr. Toeldte—38,464 units and Ms. Vickers Tucker—18,148 units. (3) In 2025, 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. Of the $116,346 reported here, Ms. Hillman received $23,269.23 in cash and the rest was deferred into phantom stock units per her deferral election. In connection with these deferrals, we credited 3,681 stock units to Ms. Hillman’s account for fees deferred in 2025. 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. (4) Mr. Hunt retired as of the May 2025 annual meeting of stockholders. His fees reflect fees earned up to May . During 2025, 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 2025. The compensation received by Mr. Kitch is shown in the “2025 Summary Compensation Table” provided elsewhere in this proxy statement.

  36. EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

    | Executive Summary | 23 | Long-Term Incentives | 32 | | Key Compensation and Performance Highlights | 24 | 2025-2027 LTIP Design | 32 | | Listening to our Stockholders | 24 | 2023-2025 LTIP Payout | 33 | | Executive Compensation Practices | 25 | | | | 2025 Executive Compensation Peer Group | 26 | Other Compensation Related Matters | 34 | | 2025 Executive Compensation Elements | 27 | Compensation Committee Process | 34 | | 2025 NEO Target Compensation | 28 | Other Compensation Matters | 35 | | 2025 Cash Incentives | 29 | | | | 2025 Annual Incentive Awards | 29 | Executive Compensation Tables | 37 | | 2025 AIP Goals and Attainment | 30 | 2025 Summary Compensation Table | 37 |

  37. EXECUTIVE SUMMARY

    EXECUTIVE SUMMARY In 2025, our executives navigated a challenging business environment following our transformative 2024 transactions, reduced cost spend by $52.4 million, maintained the strength of our balance sheet and continued to streamline operations. Despite this effective execution of our strategy, increased industry supply prolonged the industry down cycle and continued downward pressure on financial performance. As a result, our 2025 financial performance fell short of the rigorous targets established by the Compensation Committee. Our annual incentive plan paid out 68.8% of target and our performance shares granted in 2023, which concluded their three-year performance period at the end of 2025, were not earned. Additionally, for 2025, we did not increase any executive’s base salary or target values under the long-term incentive plan and annual cash incentive plan. 2025 also represented our first full year operating as a single division company following the divestiture of the Consumer Products Division (CPD) and the expansion of our paperboard footprint through the Augusta facility acquisition. In connection with this transformation, for 2025, we updated the annual incentive plan metrics to reflect the operational and financial priorities of a single-division structure, including the introduction of a cost control component designed to reinforce disciplined expense management. Additionally, in February 2025, the Committee approved a 24-month performance-based Transformational Award for each of our executives. This award will not be repeated. These awards payout in cash in two annual tranches, but only if we successfully meet pre-established annual financial goals that support our post-transformation strategy. This award and its goals are separate and are distinct from our annual cash incentive. For our CEO, the target for each Transformational Award tranche is equal to 25% of that year’s base salary. The 2025 tranche of the Transformational Award paid out at 100% of target, but when combined with the CEO's 2025 annual incentive, 2025 CEO cash payouts were below target and below 2024 cash payouts.

  38. 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 compensation 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. 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 have a clawback policy that complies with the Dodd-Frank Act. | | Caps on Incentive Compensation | We impose 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 related to (i) company programs for matching and charitable gifts, (ii) home office stipends that do not exceed $1,300 per year, and (iii) company relocation programs. | | No Excise Tax Restoration Payments | We do not provide for excise tax gross ups in our executive incentive 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 (performance and restricted stock units, 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. |

  39. 2025 EXECUTIVE COMPENSATION PEER GROUP

    2025 EXECUTIVE COMPENSATION PEER GROUP The Compensation Committee, in consultation with our independent compensation consultant, 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. The Compensation Committee targets selecting peer companies comparable 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. In 2024, the Compensation Committee again asked Semler to review our peer group for purposes of assessing 2025 compensation, particularly in light of the divestiture of our consumer products division, the acquisition of our facility in Augusta, and the corresponding impacts of those transactions on our size and scope. As a result of that review, and with Semler Brossy’s recommendation, the Compensation Committee removed Graphic Packaging International, Sonoco Products Company, Silgan Holdings Inc., Greif, Inc., Ennis, Inc., and added Kaiser Aluminum Corporation, to our peer group for purposes of setting compensation for 2025. As a result of these changes, our peer group for 2025 was as follows:

  40. 2025 EXECUTIVE COMPENSATION PEER GROUP

    | Company Name | GICS Sub-Industry | | AdvanSix Inc. | Commodity Chemicals | | AptarGroup Inc. | Metal, Glass & Plastic Containers | | Cascades Inc. | Paper & Plastic Packaging Products | | Innospec Inc. | Specialty Chemicals | | Kaiser Aluminum Corporation | Aluminum | | Koppers Holdings Inc. | Commodity Chemicals | | Glatfelter Corporation(1) | Paper Products | | Mativ Holdings Inc. | Commodity Chemicals | | Mercer International Inc. | Paper Products | | Myers Industries Inc. | Metal, Glass & Plastic Containers | | Pactiv Evergreen Inc.(2) | Paper & Plastic Packaging Products/Materials | | Sylvamo Corporation | Paper Products | | (1) Merged with Berry Global Group’s HHNF division in late-2024 to become Magnera Corporation (2) Acquired in 2025 | |

  41. 2025 EXECUTIVE COMPENSATION PEER GROUP

    In 2025, the Compensation Committee and Semler Brossy reviewed our peer group to balance the scale and robustness of the peers. We also recognize that the peer group should reflect the recent decrease in our scale. As a result of that review, and with Semler Brossy’s recommendation, the Compensation Committee added Ingevity, Rayonier, Tredegar, and TriMas to the above peer group for purposes of setting compensation for 2026 and removed Pactiv Evergreen due its acquisition by a private entity in 2025. 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, particularly in light of our strategic transactions.

  42. 2025 EXECUTIVE COMPENSATION PEER GROUP

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

  43. 2025 NEO TARGET COMPENSATION

    2025 NEO TARGET COMPENSATION For 2025, we did not increase 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 the AIP and long-term incentive opportunity for each named executive officers for 2025. As further discussed below, we also granted one-time 24-month performance-based Transformational Awards designed to incentivize execution of our single-division strategy. These awards are payable in two installments, subject to the achievement of annual performance goals set at the beginning of each year.

  44. 2025 NEO TARGET COMPENSATION

    | Name | Salary | 2025 AIP(1) | LTIP Target(2) | | Arsen S. Kitch | $1,000,000 | $1,000,000 | $3,200,000 | | Sherri J. Baker | $533,000 | $346,450 | $533,000 | | Steven M. Bowden | $465,000 | $302,250 | $465,000 | | Kari G. Moyes | $437,000 | $284,050 | $437,000 | | Matthew D. Passarello | $365,000 | $237,250 | $365,000 | | Michael S. Gadd | $443,310(3) | $288,151 | $528,000 |

  45. 2025 CASH INCENTIVES

    2025 CASH INCENTIVES Our executives are eligible to receive cash awards under our annual incentive plan (AIP) based on the achievement of pre-established performance goals. Target incentive opportunities under the recurring components of the AIP are set as a percentage of each executive’s salary earned during the year. Following the transformation of our business in 2024 - which included the divestiture of our Consumer Products Division and the acquisition of our Augusta facility - the Compensation Committee revised the AIP metrics and goals to reflect the Company’s new operating profile, strategic priorities and current market conditions. In addition, the Committee awarded Transformational Awards to incentivize and reward performance against financial objectives critical to the successful execution of our post‑transformation strategy.

  46. 2025 ANNUAL INCENTIVE AWARDS

    2025 ANNUAL INCENTIVE AWARDS Our 2025 AIP is designed to reward achievement of our annual financial and strategic goals. Therefore, the 2025 AIP awards were based on the following metrics and weightings:

  47. 2025 ANNUAL INCENTIVE AWARDS

    | Weighting | Metrics | Rationale | | 50% | Adjusted EBITDA (continuing operations) | A key strategic metric for Clearwater and focuses participants on generating income and cash flow. | | 25% | Cost Reduction | Designed to reward year over year reductions in fixed costs. | | 25% | Strategic | As we continued to execute on our business transformation, we reward attainment of our strategic goals. | | Modifier | Adjusted EBITDA | In addition to our core metrics, our AIP payouts are capped if pre-set Adjusted EBITDA goals are not met. |

  48. 2025 ANNUAL INCENTIVE AWARDS

    Each of these core metrics are capable of paying between 0% at threshold attainment, 100% at target, or 200% at maximum attainment, with linear interpolation between threshold, target and maximum attainment. The Adjusted EBITDA modifier also caps payouts if our Adjusted EBITDA from continuing operations results fall below pre-set thresholds as shown below. For 2025, our AIP was not eligible to payout if adjusted EBITDA from continuing operations in 2025 was at or below $105M. If Adjusted EBITDA from continuing operations was between $105M and $120M, our 2025 AIP caps payouts under our cost reduction and strategic AIP components at 150% of target and does not payout on our Adjusted EBITDA component, meaning our 2025 AIP maximum payout under such circumstances was 75% of target.

  49. 2025 ANNUAL INCENTIVE AWARDS

    | Adjusted EBITDA Results (Modifier) | Max Possible Payout by AIP Component | | | Overall AIP Max | | | Adj. EBITDA (50%) | Cost Reduction (25%) | Strategic (25%) | | | $105M or below | —% | —% | —% | —% | | Over $105M, but at or below $120M | —% | 150% | 150% | 75% | | Over $120M | 200% | 200% | 200% | 200% |

  50. 2025 ANNUAL INCENTIVE AWARDS

    Our 2025 company Adjusted EBITDA AIP goals used the same non-GAAP adjustments identified in our 10-K for determining company Adjusted EBITDA from continuing operations, namely income (loss) from continuing operations before interest expense, net, non-operating pension and other post-employment benefit costs, income tax expense, depreciation and amortization, other operating charges, net, debt retirement costs, and goodwill impairment. Our Cost Reduction metric measures actual cost reduction over a 2024 baseline. This baseline was developed based on our actual fixed costs for 2024 plus an estimate for our Augusta operations prior to ownership. This baseline excluded incentive plan costs and other items. This baseline was then compared to actual costs as reported in 2025. A reconciliation for the Adjusted EBITDA and our Cost Reduction metrics appears in Appendix A. Our Compensation Committee has the discretion to modify bonuses calculated under our annual incentive plan for executive officers, but did not make any adjustments for 2025 payouts.

  51. 2025 ANNUAL INCENTIVE AWARDS

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

  52. 2025 AIP GOALS AND ATTAINMENT

    2025 AIP GOALS AND ATTAINMENT The goals for our 2025 AIP are described below. These goals were set by the Compensation Committee in February of 2025. •Adjusted EBITDA. Our Adjusted EBITDA targets under the 2025 AIP were as follows and set above prior year actual results for continuing operations. Our actual Adjusted EBITDA from continuing operations was $107.2 million, resulting in a 0% payout under this component of the 2025 AIP and capping payouts under the other components of the 2025 AIP at 150% attainment, for a total attainment cap under our AIP of 75%.

  53. 2025 AIP GOALS AND ATTAINMENT

    | | Adj. EBITDA $ | Payout as % of Target | | 2025 Threshold | $120 Million | —% | | 2025 Target | $150 Million | 100% | | 2025 Maximum | $180 Million | 200% | | 2025 Actual | $107.2 Million | —% |

  54. 2025 AIP GOALS AND ATTAINMENT

    •Cost Reductions. The targets for this component are set forth below. We achieved $52 million in cost reductions compared to the prior year, which exceeded our maximum target under this component. As described above, because Adjusted EBITDA results were above $105M but below $120M, our 2025 AIP formulaically reduced the maximum attainment under this component from 200% to 150%.

  55. 2025 AIP GOALS AND ATTAINMENT

    | | Cost Reductions $ | Payout as % of Target | | 2025 Threshold | $24 Million | —% | | 2025 Target | $34 Million | 100% | | 2025 Maximum | $44 Million | 200% | | 2025 Actual | $52.4 Million | 150%* | | *maximum payout capped due to Adj. EBITDA performance | | |

  56. 2025 AIP GOALS AND ATTAINMENT

    •Strategic Performance. 25% of our AIP target for all named executive officers was based on performance against strategic objectives, including people leadership, safety, sustainability, integration, and product development. Relative to these goals, the management team successfully restructured the business to reflect the new operating model of a paperboard focused company and significantly reduced cost. This included a reduction of overall headcount by 10%, salaried headcount by 25%, and corporate headcount by 40%. Management continuously emphasizes safety as the highest priority and ensures we have effective safety resources and processes in place. The company achieved a 50% year-over-year reduction in lost time injury rates and reduced safety risks by more than 20%. In addition, the team successfully executed the integration of the Augusta acquisition and the separation of the tissue business, both ahead of schedule. Our large, planned capital projects were delivered on target, and the team achieved its product development goals. Considering this performance, the Compensation Committee determined that overall attainment of this component was at 125% of target.

  57. 2025 AIP GOALS AND ATTAINMENT

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

  58. 2025 AIP GOALS AND ATTAINMENT

    Given the above performance under each of the components of our 2025 AIP, the blended attainment under our AIP was 68.8% of target.

  59. 2025 AIP GOALS AND ATTAINMENT

    | 2025 AIP Attainment | Weighting | Payout as % of Target | | Adjusted EBITDA (continuing operations) | 50% | —% | | Cost Reduction | 25% | 150.0% | | Strategic | 25% | 125.0% | | 2025 Total AIP Attainment | | 68.8% |

  60. 2025 AIP PAYOUTS

    2025 AIP PAYOUTS Payouts for each of our named executive officers under the 2025 AIP awards were as follows.

  61. 2025 AIP PAYOUTS

    | Name | 2025 AIP | | | | Target | Actual | | Arsen S. Kitch | $1,000,000 | $687,500 | | Sherri J. Baker | $346,450 | $238,200 | | Steven M. Bowden | $302,250 | $207,800 | | Kari G. Moyes | $284,050 | $195,300 | | Matthew D. Passarello | $237,250 | $163,100 | | Michael S. Gadd | $288,151 | $198,100 |

  62. TRANSFORMATIONAL AWARDS

    | Transformational Award (2025 Tranche) | SG&A as % of Net Sales | Payout as % of Target | | 2025 Threshold | 8% | 50% | | 2025 Target | 6% - 7% | 100% | | 2025 Maximum | 5% | 150% | | Actual 2025 Tranche Attainment | 6.5% | 100% |

  63. LONG-TERM INCENTIVES

    LONG-TERM INCENTIVES

  64. 2025-2027 LTIP DESIGN

    2025-2027 LTIP DESIGN We link long-term incentives directly to our strategic initiatives and related financial performance with the continued focus on free cash flow (FCF) and return on invested capital (ROIC). We also award both performance-based stock units and time-based restricted stock units (RSUs) to focus on financial performance and talent retention. 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 2025 long-term incentive plan awards in the following proportions:

  65. 2025-2027 LTIP DESIGN

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

  66. 2025-2027 LTIP DESIGN

    Performance Measures. Consistent with prior years, we utilized two metrics for performance shares granted for the 2025-2027 period to named executive officers, with a relative Total Stockholder Return (rTSR) modifier, as shown below:

  67. 2025-2027 LTIP DESIGN

    | Weighting | Metrics | Rationale | | 70% | Free Cash flow | Designed to encourage profitable growth. | | 30% | ROIC | Designed to reward the effective deployment of capital. | | Modifier | Relative TSR | We use a relative TSR modifier to further align pay outcomes to stockholder experience. |

  68. 2025-2027 LTIP DESIGN

    Our FCF and ROIC performance is measured over a three-year performance period beginning January 1, 2025 and ending December 31, 2027. These targets are rigorous and will be disclosed in our annual proxy statement that follows the end of the award’s performance period. The annualized relative TSR (rTSR) modifier may also adjust payouts earned under these financial goals up or down based on the following schedule and our rTSR performance over the same three-year performance period. This rTSR modifier cannot increase payouts over 200% and is only applicable if at least one of our core metrics achieves performance at or above threshold.

  69. 2025-2027 LTIP DESIGN

    | Annualized Relative Total Stockholder Return | Payout Modifier | | +12.5% vs. S&P SmallCap 600® Index | +25% | | Between -12.5% and +12.5% vs. S&P SmallCap600® Index | No Adjustment | | -12.5% vs. S&P SmallCap 600® Index | (25)% |

  70. 2025-2027 LTIP DESIGN

    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.”

  71. 2025-2027 LTIP DESIGN

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

  72. 2023-2025 LTIP PAYOUT

    2023-2025 LTIP PAYOUT For performance share awards granted to NEOs in 2023 (for the 2023-2025 performance period), we used two metrics with 70% of the performance share award based on FCF performance and 30% based on ROIC performance. These awards were also subject to an rTSR performance modifier which measure performance against the S&P SmallCap 600® to focus on delivery of value to our stockholders. These awards were originally granted in 2023, prior to the divestiture of our consumer products division or acquisition of our Augusta facility. Accordingly, the goals applicable to these awards were adjusted in February of 2025 to those shown below solely to account for the impact of those transactions without taking into account updated market conditions since the awards were granted. Those adjustments did not result in any incremental increase in the award’s value. For the 2023-2025 performance period, our performance did not exceeds these goals and therefore these awards did not pay out.

  73. 2023-2025 LTIP PAYOUT

    | | Free Cash Flow (1) (70% of the award) | | Return on Invested Capital (2) (30% of the award) | | Threshold | $220 Million | | 7.8% | | Target | $259 Million | | 9.8% | | Maximum | $298 Million | | 11.8% | | Attainment | $113 Million | | 6.3% | | Performance % | —% | | —% | | Combined Performance | | —% | | | Relative TSR Modifier (3) | | N/A | | | Performance Share Payout % | | —% | |

  74. 2023-2025 LTIP 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, 2025, specifically excluding any transactions costs and interest costs associated with any business acquisitions or divestitures, with linear interpolation of attainment between each goal. (2)The ROIC calculation is the average of the three one-year ROIC results for each year in the Performance Period, namely the three year period ended December 31, 2025. ROIC is calculated as the adjusted operating net income (defined as income (loss) from operations for both continuing and discontinued operations as reported in the company’s Form 10-K for each such year, 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 as reported in the company’s Form 10-K for each such year, with linear interpolation of attainment between each goal. (3)The 2023-2025 LTIP performance awards used the same relative TSR scale as the 2025-2027 awards discussed above. As our FCF and ROIC goals were not met, the TSR modifier did not impact payout.

  75. 2023-2025 LTIP PAYOUT

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

  76. 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 •approves the grant of PSUs and any other equity awards, such as options or RSUs that vest based on continued employment, under our long-term incentive program.

  77. 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 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 28, 2026, 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. In addition, executive officers are subject to our insider trading policy as more fully described under “Director Stock Ownership Guidelines and Limitations” above. 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. The Compensation Committee has also adopted a standalone and mandatory clawback policy for executive officers that complies with the provisions of the Dodd-Frank Act. 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

  78. OTHER COMPENSATION MATTERS

    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 2026 annual meeting of stockholders, our stockholders will 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 officers. For more information on this plan see “Post-Employment Compensation.” We closed the Retirement Plan to new participants effective December 15, 2010 and froze the accrual of further benefits for current participants under the plan as of December 31, 2011. In lieu of further accrual of benefits under the Retirement Plan, we provide enhanced 401(k) contributions to provide a competitive and sustainable retirement benefit to the prior plan participants and new salaried employees. 401(k) Plan. Under the Clearwater Paper 401(k) Plan, or the 401(k) Plan, in 2025 we made matching contributions equal to 70% of a salaried employee’s contributions up to 6% of his or her annual cash compensation, subject to applicable tax limitations. Eligible employees who elect to participate in this plan are 100% vested in the matching contributions upon completion of two years of service. All eligible nonunion employees of Clearwater Paper and its subsidiaries, including our named executive officers, are permitted to make voluntary pre-tax and after-tax (Roth) contributions to the plan, subject to applicable tax limitations. The employee contributions are eligible for matching contributions as described above. Additionally, in 2025 we made nonelective contributions to employees’ accounts under the 401(k) Plan of 3.5% of an employee’s eligible annual compensation. These contributions are 100% vested. Supplemental Benefit Plan. Our Clearwater Paper Salaried Supplemental Benefit Plan, or Supplemental Plan, provides retirement benefits to our salaried employees, including our named executive officers, based upon the benefit formulas of our Retirement Plan and 401(k) Plan. Benefits under the Supplemental Plan are based on base salary and annual bonus, including any such amounts that the employee has elected to defer, and are computed to include amounts in excess of the IRS compensation and benefit limitations applicable to our qualified plans. Otherwise, these benefits are calculated based on the qualified plan formulas and do not augment the normal benefit formulas applicable to our salaried employees. For more information on these plans see “Summary of the Supplemental Plan Benefit.” To appropriately align with the change to the Retirement Plan and the introduction of the nonelective contributions to 401(k) Plan benefits, the portion of the Supplemental Plan based on the Retirement Plan benefit formula was frozen as of December 31, 2011, and the portion of the Supplemental Plan based on the 401(k) Plan benefit formula includes any enhanced 401(k) contributions that would exceed the IRS compensation and benefit limits. Personal Benefits. We do not provide perquisites or other personal benefits to our officers or senior employees, with the exception of (i) certain charitable contributions made by the company on behalf of our officers pursuant to company charitable giving or matching programs, (ii) a home office stipend for certain employees not to exceed $1,300 per year, or (iii) relocation expenses made pursuant to a company program. Salaried employees, including named executive officers, who participate in our relocation program receive a tax restoration payout on certain of the relocation benefits provided.

  79. 2025 SUMMARY COMPENSATION TABLE

    2025 SUMMARY COMPENSATION TABLE

  80. 2025 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(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 | 2025 | $1,000,000 | $3,107,277 | $0 | $937,500 | $0 | $156,564 | $5,201,341 | | President and Chief Executive Officer | 2024 | $990,385 | $3,755,680 | $0 | $1,033,300 | $0 | $193,564 | $5,972,929 | | | 2023 | $940,385 | $2,872,321 | $0 | $1,263,700 | $0 | $211,690 | $5,288,096 | | Sherri J. Baker | 2025 | $533,000 | $517,549 | $0 | $338,200 | $0 | $69,437 | $1,458,186 | | Senior Vice President, Finance and Chief Financial Officer | 2024 | $530,500 | $625,561 | $0 | $359,700 | $0 | $147,308 | $1,663,069 | | | 2023 | $200,000 | $647,943 | $0 | $174,200 | $0 | $69,831 | $1,091,974 | | Steve M. Bowden (5) | 2025 | $465,000 | $451,527 | $0 | $307,800 | $0 | $54,932 | $1,279,259 | | Senior Vice President, Commercial | 2024 | $462,692 | $545,754 | $0 | $248,400 | $0 | $56,691 | $1,313,537 | | | 2023 | $450,500 | $481,892 | $0 | $273,300 | $0 | $72,857 | $1,278,549 | | Kari G. Moyes (5) | 2025 | $437,000 | $424,327 | $0 | $295,300 | $0 | $56,356 | $1,212,983 | | Senior Vice President | 2024 | $434,885 | $512,905 | $0 | $294,900 | $0 | $63,288 | $1,305,978 | | | 2023 | $423,500 | $453,201 | $0 | $369,900 | $0 | $68,499 | $1,315,100 | | Matthew D. Passarello (6) | 2025 | $365,165 | $354,411 | $0 | $263,100 | $0 | $39,993 | $1,022,669 | | Senior Vice President, Supply Chain and Corporate Development | | | | | | | | | | Michael S. Gadd (5) | 2025 | $444,646 | $512,697 | $0 | $298,100 | $22,146 | $61,692 | $1,339,281 | | Former Senior Vice President | 2024 | $525,500 | $619,707 | $0 | $356,300 | $8,205 | $74,925 | $1,584,637 | | | 2023 | $512,116 | $547,862 | $0 | $447,300 | $18,396 | $82,892 | $1,608,566 |

  81. 2025 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. The grant date fair value reported for all RSUs, and performance shares was computed in accordance with FASB ASC Topic 718. The grant date fair value reported for all RSUs was computed by multiplying the number of shares subject to each RSU by the closing price of Clearwater Paper’s stock on the grant date. The grant date fair value of the performance share awards was calculated using the assumptions set forth in Note 15 to our audited financial statements included in our 10-K. Following is the value as of the grant date of the performance shares granted to our named executive officers by us in 2025 and in 2024, 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 (2025 - $3,530,083 and 2024 - $4,356,078), Ms. Baker (2025 - $587,960 and 2024 - $725,570), Mr. Bowden (2025 - $512,976 and 2024 - $632,975), Mr. Gadd (2025 - $582,458 and 2024 - $718,809), Ms. Moyes (2025 - $482,063 and 2024 - $594,919) and Mr. Passarello (2025 - $402,655). (2) This column shows cash bonuses earned under our cash-based incentive plan. Annual bonuses relating to performance in 2025 were actually paid in 2026. (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. (4) All Other Compensation Table below for additional information:

  82. 2025 SUMMARY COMPENSATION TABLE

    | Name | Company Contributions | | Other Benefits | | | 401(k) | 401(k) Supplemental (a) | | | Arsen S. Kitch | $21,431 | $135,133 | | | Sherri J. Baker | $18,288 | $50,450 | $699(b) | | Steven M. Bowden | $26,524 | $28,408 | | | Kari G. Moyes | $17,641 | $38,715 | | | Matthew D. Passarello | $16,691 | $23,302 | | | Michael S. Gadd | $17,161 | $44,531 | |

  83. 2025 SUMMARY COMPENSATION TABLE

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

  84. 2025 SUMMARY COMPENSATION TABLE

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

  85. 2025 SUMMARY COMPENSATION TABLE

    (b) Ms. Baker’s employment agreement provides for the reimbursement of certain expenses in connection with her relocation to our company headquarters. This amount reflects the final tax restoration benefit paid in connection with that relocation benefit. (5) Mr. Bowden, served as our Senior Vice President, Operations until January 1, 2026, when he became our Senior Vice President, Commercial. Mr. Gadd retired effective December 31, 2025. Ms. Moyes, previously our Senior Vice President, Human Resources, became Senior Vice President, effective January 1, 2026 and her departure from the Company is effective March 31, 2026. (6) Mr. Passarello was not a named executive officer prior to 2025.

  86. 2025 SUMMARY COMPENSATION TABLE

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

  87. Grants of Plan-Based Awards for 2025

    Grants of Plan-Based Awards for 2025

  88. Grants of Plan-Based Awards for 2025

    | Name | | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: Number of Shares of Stocks or Units (#)(4) | Grant Date Fair Value of Stock Awards ($)(5) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Arsen S. Kitch | 2025 AIP | (1) | $0 | $1,000,000 | $2,000,000 | | | | | | | | Transformational | (2) | $125,000 | $250,000 | $375,000 | | | | | | | | 2025 PSUs | 2/24/2025 | | | | 0 | 62,237 | 124,474 | | $1,930,592 | | | 2025 RSUs | 2/24/2025 | | | | | | | 41,491 | $1,176,685 | | Sherri J. Baker | 2025 AIP | (1) | $0 | $346,450 | $692,900 | | | | | | | | Transformational | (2) | $50,000 | $100,000 | $150,000 | | | | | | | | 2025 PSUs | 2/24/2025 | | | | 0 | 10,366 | 20,732 | | $321,553 | | | 2025 RSUs | 2/24/2025 | | | | | | | 6,911 | $195,996 | | Steve M. Bowden | 2025 AIP | (1) | $0 | $302,250 | $604,500 | | | | | | | | Transformational | (2) | $50,000 | $100,000 | $150,000 | | | | | | | | 2025 PSUs | 2/24/2025 | | | | 0 | 9,044 | 18,088 | | $280,545 | | | 2025 RSUs | 2/24/2025 | | | | | | | 6,029 | $170,982 | | Kari G. Moyes | 2025 AIP | (1) | $0 | $284,050 | $568,100 | | | | | | | | Transformational | (2) | $50,000 | $100,000 | $150,000 | | | | | | | | 2025 PSUs | 2/24/2025 | | | | 0 | 8,499 | 16,998 | | $263,639 | | | 2025 RSUs | 2/24/2025 | | | | | | | 5,666 | $160,688 | | Matthew D. Passarello | 2025 AIP | (1) | $0 | $237,250 | $474,500 | | | | | | | | Transformational | (2) | $50,000 | $100,000 | $150,000 | | | | | | | | 2025 PSUs | 2/24/2025 | | | | 0 | 7,099 | 14,198 | | $220,211 | | | 2025 RSUs | 2/24/2025 | | | | | | | 4,732 | $134,200 | | Michael S. Gadd | 2025 AIP | (1) | $0 | $288,450 | $576,901 | | | | | | | | Transformational | (2) | $50,000 | $100,000 | $150,000 | | | | | | | | 2025 PSUs | 2/24/2025 | | | | 0 | 10,269 | 20,538 | | $318,544 | | | 2025 RSUs | 2/24/2025 | | | | | | | 6,848 | $194,209 |

  89. Grants of Plan-Based Awards for 2025

    (1) Actual amounts paid under our annual incentive plan for performance in 2025 were paid in 2026 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 from continuing operations, which accounted for 50% of the annual incentive plan, a cost reduction component, which accounted for 25% of the annual incentive plan, and a strategic component that accounted for the remaining 25% of the annual incentive plan. Each component of the annual incentive plan could have paid out up to 200% of target, depending on the company’s Adjusted EBITDA from continuing operations performance as further described in “Compensation Discussion and Analysis - 2025 Annual Cash Incentive”, above. The threshold amounts shown in the table assume threshold for each component of the annual incentive plan. However, our 2025 annual incentive plan was not eligible to payout if adjusted EBITDA from continuing operations in 2025 was at or below $105M. If Adjusted EBITDA was between $105M and $120M, our 2025 annual incentive plan capped payouts under the cost reduction and strategic components at 150% of target, and the Adjusted EBITDA component would not payout, meaning our 2025 AIP maximum payout under such circumstances was 75% of target. (2) Actual amounts paid under our transformational awards for performance in 2025 were paid in 2026 and are reflected in the Summary Compensation Table in the column titled “Non-Equity Incentive Plan Compensation.” The 2025 tranche of our Transformational Awards represented 50% of the target value of such awards and paid out based entirely upon pre-determined goals related to SG&A as a percentage of net sales for 2025. The awards were eligible to be earned up to 150% of target as further described in “Compensation Discussion and Analysis - 2025 Transformational Awards”, above. (3) Amounts shown represent performance shares granted for the performance period 2025-2027. 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 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

  90. Grants of Plan-Based Awards for 2025

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

  91. Grants of Plan-Based Awards for 2025

    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. (4) Amounts represent RSUs with three-year ratable vesting subject to continuing employment. (5) 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. The grant date fair value reported for all RSUs, and performance shares was computed in accordance with FASB ASC Topic 718. The grant date fair value reported for all RSUs was computed by multiplying the number of shares subject to each RSU by the closing price of Clearwater Paper’s stock on the grant date. The grant date fair value of the performance share awards was calculated using the assumptions set forth in Note 15 to our audited financial statements included in our 10-K.

  92. Grants of Plan-Based Awards for 2025

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

  93. 2025 Outstanding Equity Awards at Fiscal Year End

    2025 Outstanding Equity Awards at Fiscal Year End

  94. 2025 Outstanding Equity Awards at Fiscal Year End

    | | Options Awards | | | Stock Awards (1) | | | | | | Number of Securities Underlying Unexercised Options (#) | Option Exercise Price | Option Expiration | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested | | Name | Exercisable | ($) | Date | (#) | ($)(2) | (#)(3) | ($)(2) | | Arsen S. Kitch | | | | | | | | | Performance Share Grant (2025-2027) | | | | | | 62,237 | $1,082,924 | | Restricted Stock Units (2025-2027) | | | | 41,491(4) | $721,943 | | | | Performance Share Grant (2024-2026) | | | | | | 57,347 | $997,838 | | Restricted Stock Units (2024-2026) | | | | 25,616(5) | $445,718 | | | | Restricted Stock Units (2023-2025) | | | | 9,871(6) | $171,755 | | | | 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 | | | | | | Sherri J. Baker | | | | | | | | | Performance Share Grant (2025-2027) | | | | | | 10,366 | $180,368 | | Restricted Stock Units (2025-2027) | | | | 6,911(4) | $120,251 | | | | Performance Share Grant (2024-2026) | | | | | | 9,552 | $166,205 | | Restricted Stock Units (2024-2026) | | | | 4,267(5) | $74,246 | | | | Restricted Stock Units (2023-2025) | | | | 18,587(7) | $323,414 | | | | Steve M. Bowden | | | | | | | | | Performance Share Grant (2025-2027) | | | | | | 9,044 | $157,366 | | Restricted Stock Units (2025-2027) | | | | 6,029(4) | $104,905 | | | | Performance Share Grant (2024-2026) | | | | | | 8,333 | $144,994 | | Restricted Stock Units (2024-2026) | | | | 3,723(5) | $64,780 | | | | Restricted Stock Units (2023-2025) | | | | 1,657(6) | $28,832 | | | | Kari G. Moyes | | | | | | | | | Performance Share Grant (2025-2027) | | | | | | 8,499 | $147,883 | | Restricted Stock Units (2025-2027) | | | | 5,666(4) | $98,588 | | | | Performance Share Grant (2024-2026) | | | | | | 7,832 | $136,277 | | Restricted Stock Units (2024-2026) | | | | 3,499(5) | $60,883 | | | | Restricted Stock Units (2023-2025) | | | | 1,558(6) | $27,109 | | | | 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 | | | | | | Matthew D. Passarello | | | | | | | | | Performance Share Grant (2025-2027) | | | | | | 7,099 | $123,523 | | Restricted Stock Units (2025-2027) | | | | 4,732(4) | $82,337 | | | | Performance Share Grant (2024-2026) | | | | | | 3,253 | $56,602 | | Restricted Stock Units (2024-2026) | | | | 1,454(5) | $25,300 | | | | Restricted Stock Units (2024-2027) | | | | 9,639(8) | $167,719 | | | | Michael S. Gadd | | | | | | | | | Performance Share Grant (2025-2027) | | | | | | 10,269 | $178,681 | | Restricted Stock Units (2025-2027) | | | | 6,846(4) | $119,120 | | | | Performance Share Grant (2024-2026) | | | | | | 9,463 | $164,656 | | Restricted Stock Units (2024-2026) | | | | 4,227(5) | $73,550 | | | | Restricted Stock Units (2023-2025) | | | | 1,883(6) | $32,764 | | | | 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 | | | | |

  95. 2025 Outstanding Equity Awards at Fiscal Year End

    (1) For 2024 and 2025, 60% of the named executive officers’ annual equity awards were in the form of performance shares with a 3-year performance period and 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 use three-year performance periods that end December 31, 2026

  96. 2025 Outstanding Equity Awards at Fiscal Year End

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

  97. 2025 Outstanding Equity Awards at Fiscal Year End

    and 2027, 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. (2) Values calculated by multiplying the indicated number of shares by the $17.40 per share closing price of our common stock on December 31, 2025. (3) This column shows performance shares granted for the 2024-2026 and 2025-2027 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, the percent of target multiplier will be determined by interpolation for any results that fall between threshold, target and maximum. The shares for both the 2024 and 2025 grants are shown at 100%. (4) The shares listed will vest ratably 33% / 33% / 34% on March 16, 2026, March 15, 2027, and March 15, 2028, respectively. (5) The shares listed will vest ratably approximately 50% / 50% on March 16, 2026, and March 15, 2027, respectively. (6) The shares listed will vest on March 16, 2026. (7) The shares listed will vest on August 17, 2026. (8) The shares listed will vest on March 15, 2027.

  98. 2025 Option Exercises and Stock Vested Table

    2025 Option Exercises and Stock Vested Table

  99. 2025 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 | 31,781 | | 782,240 | | Sherri J. Baker | — | $0 | 2,101 | | 50,319 | | Steve M. Bowden | — | $0 | 5,357 | | 132,518 | | Kari G. Moyes | — | $0 | 5,034 | | 124,524 | | Matthew D. Passarello | — | $0 | 715 | | 20,385 | | Michael S. Gadd | — | $0 | 6,088 | | 150,601 |

  100. 2025 Option Exercises and Stock Vested Table

    (1) These figures consist of the gross number of RSUs that fully vested in 2025 and the gross number of performance shares for the 2023-2025 performance period that were approved for settlement by the Compensation Committee on February 26, 2025. The breakout of the gross number of RSUs and performance shares settled are as follows. As indicated below, our performance shares for the 2023-2025 performance were not earned and therefore no such shares appear in these tables.

  101. 2025 Option Exercises and Stock Vested Table

    | Name | RSUs Settled | | Arsen S. Kitch | 31,781 | | Sherri J. Baker | 2,101 | | Steve M. Bowden | 5,357 | | Kari G. Moyes | 5,034 | | Matthew D. Passarello | 715 | | Michael S. Gadd | 6,088 |

  102. 2025 Option Exercises and Stock Vested Table

    (2) Vested shares 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:

  103. 2025 Option Exercises and Stock Vested Table

    | Name | Shares Withheld for Tax Purposes | Value of Shares Withheld | | Arsen S. Kitch | 12,508 | $307,865 | | Sherri J. Baker | 512 | 12,262 | | Steve M. Bowden | 1,493 | 36,932 | | Kari G. Moyes | 1,228 | 30,376 | | Matthew D. Passarello | 179 | 5,103 | | Michael S. Gadd | 1,484 | 36,710 |

  104. 2025 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.

  105. 2025 Option Exercises and Stock Vested Table

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

  106. 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, who retired effective December 31, 2025, was eligible to participate in these plans.

  107. 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 | $129,441 | $3,142 | | | Retirement Plan (3) | 5.84 | $169,076 | $4,104 |

  108. 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. (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. (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. (4) The following assumptions were made in calculating the present value of accumulated benefits: discount rate of 5.50% as of December 31, 2025; 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, 2025. (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 2025.

  109. Summary of Retirement Plan Benefits

    Summary of Retirement Plan Benefits Full time Clearwater Paper salaried employees, including named executive officers, employed as of December 15, 2010, are eligible to participate in the Retirement Plan. Participants vest in Retirement Plan benefits upon the earlier of attainment of five years of Vesting Service, or age 65. An eligible employee’s “normal retirement date” is the first day of the month coincident with or next following the attainment of age 65. The monthly benefit payable to an employee retiring on 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.

  110. 2025 Nonqualified Deferred Compensation Table

    2025 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.

  111. 2025 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 (12/31/2025) ($)(3) | | Arsen S. Kitch | $0 | $135,133 | $124,429 | $0 | $1,148,449 | | Sherri J. Baker | $0 | $50,450 | $3,253 | $0 | $89,466 | | Steve M. Bowden | $0 | $28,408 | $15,645 | $0 | $310,717 | | Kari G. Moyes | $0 | $38,715 | $9,384 | $0 | $48,099 | | Matthew D. Passarello | $0 | $23,302 | $0 | $0 | $23,302 | | Michael S. Gadd | $0 | $44,531 | $9,700 | $0 | $387,415 |

  112. 2025 Nonqualified Deferred Compensation Table

    (1) Amounts shown in the Registrant Contributions column above are also included in the “All Other Compensation” column in the 2025 Summary Compensation Table. (2) None of the Aggregate Earnings reported in this Table are included in the 2025 Summary Compensation Table in this proxy for the 2025 fiscal year as they do not represent above-market preferential earnings. (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:

  113. 2025 Nonqualified Deferred Compensation Table

    | Name | Amount | | Arsen S. Kitch | $646,288 | | Sherri J. Baker | $35,763 | | Steve M. Bowden | $218,141 | | Kari G. Moyes | $229,772 | | Matthew D. Passarello | $0 | | Michael S. Gadd | $607,653 |

  114. 2025 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 ($350,000 in 2025) 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 ($23,500 in 2025) 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.

  115. 2025 Nonqualified Deferred Compensation Table

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

  116. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

  117. 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: •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 •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. 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, 2025, 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 Ms. Moyes and Mr. Gadd. Mr. Gadd’s separation related payments are discussed in further detail below in Departure Related Benefits and therefore the values for the named executive officers in the table other than Ms. Moyes reflect amounts they would be entitled to receive only in connection only with death or disability.

  118. Other Potential Payments Upon Termination

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

  119. 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 | $1,250,000 | $472,132 | $0 | $1,722,132 | | Sherri J. Baker | $0 | $446,450 | $308,693 | $0 | $755,143 | | Steve M. Bowden | $0 | $402,250 | $71,462 | $0 | $473,712 | | Kari G. Moyes | $0 | $384,050 | $67,181 | $0 | $451,231 | | Matthew D. Passarello | $0 | $337,250 | $116,128 | $0 | $453,378 |

  120. 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, 2025, and performance is not determinable on that date, the bonus represented in the table reflects the “target” bonus opportunity for 2025. The payout would occur at the same time as for other participants. (2) Amount reflects the value of equity acceleration with respect to outstanding RSUs, which was calculated using the company’s closing stock price of $17.40 on December 31, 2025. Amount reflects any equity acceleration with respect to outstanding performance shares based on actual performance as of December 31, 2025.

  121. 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

  122. Additional Termination or Change of Control Payment Provisions

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

  123. Additional Termination or Change of Control Payment Provisions

    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.

  124. 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 $101,674. As reported in the “2025 Summary Compensation Table” above, the annual total compensation of our CEO was $5,201,341. Based on this information, for 2025 the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was 51 to 1. 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: •We determined that, as of the date of the last payroll run for the year (December 26, 2025), our employee population consisted of approximately 1,935 individuals with all of the individuals located in the United States. This population consisted of our full-time, part-time, and temporary workers. •To identify the median employee in the above-described employee population, we compared the amount of total cash earnings of all such employees (other than our CEO) based on our payroll records. •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. The pay ratio disclosed above was calculated in accordance with SEC rules based upon our reasonable judgment 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. 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.

  125. CEO PAY RATIO

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

  126. PAY VS PERFORMANCE

    PAY VS PERFORMANCE

  127. PAY VS PERFORMANCE

    | Year | Arsen S. Kitch | | Average SCT Total for Non-PEO NEOs(2) | Average CAP to Non-PEO NEOs(1)(2) | Value of initial fixed $100 investment based on: | | | | | | Summary Compensation Table (SCT) Total for PEO | Compensation Actual Paid (CAP) to PEO(1) | | | Company Total Stockholder Return | Peer Group Total Stockholder Return(3) | Net Income (millions) | Adjusted EBITDA (millions)(4) | | 2025 | $5,201,341 | $2,213,152 | $1,262,476 | $560,366 | $46 | $139 | $(19) | $107 | | 2024 | $5,974,230 | $(466,084) | $1,490,225 | $226,207 | $79 | $127 | $196 | $182 | | 2023 | $5,288,096 | $4,889,596 | $1,144,962 | $863,766 | $96 | $116 | $108 | $281 | | 2022 | $4,693,688 | $8,041,513 | $1,485,132 | $2,042,486 | $100 | $98 | $46 | $227 | | 2021 | $3,508,327 | $2,881,453 | $1,691,924 | $880,350 | $97 | $121 | $(28) | $175 |

  128. PAY VS PERFORMANCE

    (1) In accordance with the requirements of Item 402(v) of Regulation S-K, 2023 “compensation actually paid” (CAP) to our PEO and average CAP for our non-PEO NEOs for 2025 was calculated by making the following adjustments to the total compensation reported in the Summary Compensation Table, above. The equity award related adjustments described below reflect the fair value (or change in fair value) for performance- and time-vesting RSUs, computed in accordance with FASB ASC Topic 718 on the relevant dates. Amounts displayed for principal executive officers are averages of the indicated amounts.

  129. PAY VS PERFORMANCE

    | | PEO | Non-PEO NEO Average | | Summary Compensation Table (SCT) Total | $5,201,341 | $1,262,476 | | Less: | | | | Amounts reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the SCT | $— | $(4,429) | | Amounts Reported under the “Stock Awards” Column of the SCT | $(3,107,277) | $(452,102) | | Amounts Reported under the “Option Awards” Column of the SCT | $— | $— | | Plus: | | | | “Service Cost” for Pension Plans | $— | $— | | “Prior Service Cost” for Pension Plans | $— | $— | | Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | $721,943 | $436,305 | | Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | $(438,974) | $(585,818) | | Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | $— | $— | | Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | $(163,881) | $(96,065) | | Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year | $— | $— | | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | $— | $— | | Compensation Actually Paid SCT Total less Total Deduction from SCT plus (minus) All Other Adjustments | $2,213,152 | $560,366 |

  130. PAY VS PERFORMANCE

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

  131. PAY VS PERFORMANCE

    | 2025 | Sherri Baker, Steve Bowden, Kari Moyes, Matthew Passarello and Michael Gadd, | | 2024 | Sherri Baker, Steve Bowden, Michael Gadd and Michael Urlick | | 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 |

  132. PAY VS PERFORMANCE

    (3) 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 most recently filed 10-K. (4) Represents Adjusted EBITDA from continuing operations for 2025 and Adjusted EBITDA from total operations in prior years is calculated as described in the above Compensation Discussion & Analysis, specifically the subsection entitled “2025 Cash Incentives.”

  133. PAY VS PERFORMANCE

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

  134. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS WE RECOMMEND A VOTE FOR EACH NOMINEE. Currently our Board of Directors was previously divided into three classes serving staggered three-year terms. At the 2024 annual meeting of stockholders, the stockholders approved the Restated Certificate of Incorporation to declassify the Board. In accordance with those changes, our Board’s class terms are being eliminated over a three-year period that commenced with the 2025 annual meeting of stockholders and will provide for an annual election of all directors commencing with the 2027 annual meeting of stockholders. Each of the nominees listed below has been nominated by our Board of Directors, to serve a one-year term 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.

  135. Nominees for Election at This Meeting for a Term Expiring in 2027

    Nominees for Election at This Meeting for a Term Expiring in 2027

  136. Jeanne M. Hillman

    Jeanne M. Hillman Age 66, a director since October 2022

  137. Joe W. Laymon

    Joe W. Laymon Age 73, a director since May 2019

  138. Ann C. Nelson

    Ann C. Nelson Age 66, a director since May 2020

  139. John P. O’Donnell

    John P. O’Donnell Age 65, a director since April 2016

  140. Christine M. Vickers Tucker

    Christine M. Vickers Tucker Age 58, a director since May 2021 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.

  141. Christine M. Vickers Tucker

    | FOR | THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE NOMINEES FOR ELECTION AT THIS MEETING. |

  142. Christine M. Vickers Tucker

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