Use these links to rapidly review the document
TABLE OF CONTENTS

Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

Table of Contents

April 15, 201118, 2012

Dear Stockholder:

        This year's Annual Meeting of Stockholders will be held on Wednesday, May 25, 201116, 2012 at 11:00 a.m., Central Daylight Savings Time, at the Renaissance Hotel, 9331033 Skokie Boulevard, Suite 100, Northbrook, Illinois. You are cordially invited to attend.

        The Notice of Annual Meeting of Stockholders and a Proxy Statement, which describe the formal business to be conducted at the meeting, follow this letter.

        After reading the Proxy Statement, please make sure to vote your shares by promptly dating, signing, and returning the enclosed proxy card or attending the annual meeting in person. Regardless of the number of shares you own, your careful consideration of, and vote on, the matters before the Company's stockholders are important.

        A copy of the Company's 20102011 Annual Report is also enclosed.

        I look forward to seeing you at the Annual Meeting.

Very truly yours,



Roger W. Stone
Chairman and Chief Executive Officer

		Very truly yours, Roger W. Stone Chairman and Chief Executive Officer

Table of Contents

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 25, 201116, 2012

To the Stockholders:

        The Annual Meeting of Stockholders of KapStone Paper and Packaging Corporation ("KapStone" or the "Company"), will be held on Wednesday, May 25, 2011,16, 2012, at 11:00 a.m., Central Daylight Savings Time, at the Renaissance Hotel, 9331033 Skokie Boulevard, Suite 100, Northbrook, Illinois, for the following purposes:

1.

To vote upon the election of the three Class BC directors identified in the proxy statement that accompanies this notice, each to hold office for a three-year term and until his respective successor is elected and qualified. The Board of Directors has nominated the following persons for election as Class BC directors at the meeting: John M. Chapman,Jonathan R. Furer, Matthew Kaplan and Ronald J. Gidwitz.H. Paull, Roger W. Stone.



2.

To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2011.2012.



3.

To hold a non-binding vote to approve the Company's executive compensation.



4.

To hold an advisory vote on the frequency of holding future non-binding votes on executive compensation.



5.

To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

        Stockholders of record at the close of business on April 5, 2011,16, 2012, are entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof. For ten days prior to the Annual Meeting, a complete list of the stockholders of record on April 5, 2011,16, 2012, will be available at the Company's principal offices for examination during ordinary business hours by any stockholder for any purpose relating to the meeting.

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" ALL DIRECTOR NOMINEES, AND "FOR" PROPOSALS 2 AND 3, AND "EVERY YEAR" FOR PROPOSAL 4.3.

		By Order of the Board of Directors,
		Roger W. Stone Chairman and Chief Executive Officer
Northbrook, Illinois
April 15, 2011

Northbrook, Illinois
April 18, 2012

        IMPORTANT:    Please promptly fill in, date, sign and return the enclosed proxy card in the accompanying pre-paid envelope to ensure that your shares are represented at the meeting. You may revoke your proxy before it is voted. If you attend the meeting, you may choose to vote in person even if you have previously sent in your proxy card.

        Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders To Be Held on May 25, 201116, 2012

The Company's Proxy Statement for the 20112012 Annual Meeting of Stockholders and
the Annual Report to Stockholders for the fiscal year ended December 31, 2010,
2011, are available at www.ir.kapstonepaper.com

Table of Contents

TABLE OF CONTENTS

i

Table of Contents

ii

Table of Contents

PROXY SUMMARY

        This summary contains highlights about our Company and the upcoming 2012 Annual Meeting of Stockholders. This summary does not contain all of the information that you should consider in advance of the meeting, and we encourage you to read the entire Proxy Statement carefully before voting.

GOVERNANCE HIGHLIGHTS

Board of Directors

•

9 directors; 7 are independent;



•

All Committee members are independent;



•

Executive sessions at each regularly scheduled Board meeting;



•

Annual Board and Committee self-assessments;



•

Stock ownership requirements for each non-employee director;



•

No former employees serve as directors.

Stockholder Interests

•

No stockholder rights plan;



•

A no-hedging policy applicable to employees and directors;



•

Stock ownership requirements for Named Executive Officers;



•

Annual advisory vote to approve compensation of Named Executive Officers;



•

Annual advisory vote to ratify independent auditor.

EXECUTIVE COMPENSATION HIGHLIGHTS

        We believe that compensation for executives should be determined according to a competitive framework taking into account the financial performance of the Company, individual contributions and the external market in which the Company competes for executive talent. The Company relies on the following elements of compensation:

•

Base salary;



•

Annual performance-based cash bonus awards;



•

Long-term incentive compensation in the form of stock options and restricted stock units.

        The Compensation Committee utilized the assistance of Frederic W. Cook & Co., an executive compensation consulting company, to assist in evaluating executive compensation programs and in evaluating executive officers' compensation compared to an established peer group of similar companies.

        Best practices associated with our executive compensation programs include:

•

Stock ownership requirements;



•

Capped performance-based cash bonus awards;



•

Clawback provisions;



•

No employment agreements;



•

Benchmarking



•

No severance arrangements.

Table of Contents

VOTING MATTERS

Election of Directors (Proposal No. 1)

        The following table provides summary information about our nominees for election to the Board of Directors. Additional information for all directors, including nominees, may be found beginning on page 9 of this Proxy Statement.

Vote to Ratify Appointment of Independent Auditor (Proposal No. 2)

        We are asking stockholders to ratify the appointment of Ernst & Young LLP as independent auditor for 2012. Set forth below is information about its fees in 2011 and 2010.

Advisory Vote to Approve Executive Compensation (Proposal No. 3)

        We are asking stockholders to cast an advisory, nonbinding vote to approve compensation awarded to our Named Executive Officers. Additional information regarding our executive compensation may be found beginning on page 23 in this Proxy Statement.

Table of Contents

BOARD COMMITTEES

        The Board has established three standing committees: Audit, Compensation, and Nominating and Governance. All of the members of the Committees are independent. Committee charters are available on the Company's website at www.kapstonepaper.com.

Board and Committee Meetings

        Directors are expected to attend the Annual Meeting of Stockholders, all Board meetings, and meetings of the Committees on which they serve. At each regularly scheduled Board meeting, our independent directors meet in executive session. Each director attended over 75% of the total number of meetings of the Board and relevant Committees. All directors attended the 2011 Annual Meeting of Stockholders.

Director Compensation

        The Governance Committee recommends to the Board the form and amount of compensation for non-employee directors. Only non-employee directors are paid for their service on the Board. In 2012, each non-employee director will receive the following:

•

A quarterly retainer of $10,250;



•

A fee of $1,500 for each Board meeting and each Committee meeting attended;



•

Reimbursement of reasonable expenses to attend Board and Committee meetings;

Table of Contents

•

Grant of stock options and restricted stock units with a grant date value of approximately $54,000 (each option vests 50% on the second anniversary of the grant date and the remaining 50% on the third anniversary of the grant date; restricted stock units vest on the third anniversary of the grant date).

        Audit, Compensation, and Nominating and Governance Committee chairpersons will receive an additional quarterly fee of $2,500, $1,500 and $1,500 respectively.

Risk Oversight

        The Board's involvement in risk oversight involves both the Audit Committee and the full Board. Risk oversight is a standing agenda item at each Audit Committee meeting. The Committee receives reports from the Company's Director of Internal Audit and independent registered public accountants at each Audit Committee meeting. The Company's Vice President and Chief Financial Officer and Vice President and Controller both provide reports to the Committee regarding risk factors, including, but not limited to, risks pertaining to credit and liquidity. The General Counsel keeps the Audit Committee abreast of issues pertaining to litigation, regulatory matters, and compliance. The Chairman of the Audit Committee reports on the activities of the Committee regarding risk at each meeting of the full Board. Other committees of our Board may also practice risk oversight related directly to such committee's responsibilities. In addition, each regularly scheduled meeting of the Board includes a report from the Company's Chief Executive Officer, Chief Operating Officer and its Vice President and General Manager regarding operating risks at each facility, and the industry as a whole.

Table of Contents

KapStone Paper and Packaging Corporation
1101 Skokie Boulevard
Suite 300
Northbrook, Illinois 60062

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS

        The accompanying proxy is being solicited by the Board of Directors (the "Board") of KapStone Paper and Packaging Corporation (the "Company" or "KapStone") and contains information related to the Annual Meeting of Stockholders to be held on Wednesday, May 25, 2011,16, 2012, at 11:00 a.m., Central Daylight Savings Time, or any adjournment or postponement thereof, for the purposes described in the accompanying Notice of Annual Meeting. The Annual Meeting will be held at the Renaissance Hotel, 9331033 Skokie Boulevard, Suite 100, Northbrook, Illinois. This Proxy Statement was filed with the Securities and Exchange Commission (the "SEC") and is first being sent or given to stockholders on April 20, 2011.2012.

FREQUENTLY ASKED QUESTIONS

What am I voting on?

        You will be voting on:

•

The election of three (3) directors to serve on the Board of Directors;Board;



•

The ratification of the reappointmentappointment of Ernst & Young LLP as the Company's independent registered public accountants;



•

A non-binding resolution approving the Company's compensation of the named executive officers (Say on Pay);



•

The frequency of the shareholder vote on a non-binding resolution approving the compensationAdvisory approval of the Company's named executive officers (Say on Pay Interval);compensation;



•

Other matters properly brought before the meeting.

How does the Board recommend that I vote?

        The Company's Board of Directors recommends that you vote:

•

FOR each of the director nominees;



•

FOR ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accountants for the fiscal year ending December 31, 2011.2012;



•

FOR the approval of the non-binding resolution relating to the Company's compensation of the Company's named executive officers as disclosed in the Compensation, Discussion and Analysis section and accompanying compensation tables and related narratives contained in this Proxy Statement; and



•

FOR a frequency of EVERY YEAR for future non-binding shareholder advisory votes on the compensation of our named executive officers.Statement.

Who is entitled to vote at the meeting?

        Holders of record of the Company's Common Stock at the close of business on April 5, 2011,16, 2012, (the "Record Date") will be entitled to vote. As of the close of business on the Record Date, there were 46,154,30046,586,808 shares of Common Stock outstanding and entitled to vote.

Table of Contents

How many votes am I entitled to?

        You are entitled to one vote for each share of Common Stock that you own.

How do I vote shares held in my name?

        You may vote in person at the annual meeting or by proxy. If you properly complete and sign the enclosed proxy card, the shares held in your name will be voted as you direct. If you sign and return

Table of Contents

the proxy card but do not include voting instructions, the shares held in your name will be voted FOR the three nominee directors named in this Proxy Statement, FOR the ratification of Ernst & Young LLP as the Company's independent registered public accountants, and FOR the approval of the Say on Pay resolution, and FOR the approval of a one-year Say on Pay Interval.resolution.

Can I change my vote after I return my proxy card?

        You may change your vote or revoke your proxy at any time before the polls close at the annual meeting by taking any of the following actions:

•

Delivering a later dated proxy;



•

Giving written notice to the Company's Secretary;



•

Voting in person at the annual meeting.

How do I vote my shares held by my broker?

        If your shares are held in street name, you must either direct your broker as to how to vote your shares, or vote in person at the annual meeting. In order to vote in person the shares held by your broker, you will need to obtain a proxy from your broker to vote at the meeting.

How many votes must be present to constitute a quorum?

        A quorum is the presence at the annual meeting in person or by proxy of a majority of the outstanding Common Stock. There needs to be a quorum in order for the annual meeting to be held. Broker non-votes and proxies received but marked as abstentions will count for purposes of establishing a quorum. Broker non-votes occur when a broker holding shares for a beneficial owner does not vote on a particular proposal because the broker does not have discretionary voting power for the particular matter and has not received voting instructions from the beneficial owner.

May my shares be voted if I do not provide my proxy?

        If your shares are held in street name, they may be voted on matters that the New York Stock Exchange (the "NYSE") considers "routine" even if you do not instruct your broker how to vote your shares. Accordingly, if you do not instruct your broker how to vote your shares, your broker can vote your shares to approve the appointment of Ernst & Young LLP as the Company's independent registered accountants, but your broker cannot vote your shares on the election of directors or the approval of the Say on Pay resolution, or the Say on Pay Interval.resolution.

What vote is required to approve each proposal, assuming a quorum is present at the Annual Meeting?

        It will depend on each proposal.

•

For Proposal One:    ShareholdersStockholders will elect the three director nominees receiving the greatest number of votes.

Table of Contents

•

For Proposal Two:    The affirmative vote of the holders of a majority of the shares of Common Stock represented at the meeting and entitled to vote is required for the ratification of Ernst & Young LLP as the Company's independent registered public accountants.



•

For Proposal Three:    The affirmative vote of the holders of a majority of the shares of Common Stock represented at the meeting and entitled to vote is required for approval of the compensation of our named executive officers. Because the vote is advisory, it will not be binding on the Board or the Company. However, the Board will review the voting results and take them into consideration when making future decisions regarding executive compensation.

How are we soliciting this proxy?

        TheWe have retained Phoenix Advisory Partners to aid in the solicitation of proxy materials for a fee of $6,000 plus expenses. In addition, the Company may solicit stockholder proxies by mail and through certain of its directors, officers and employees. The Company will bear all costs of soliciting proxies, including, upon request, reimbursing brokers forwarding proxy materials to the beneficial owners of Common Stock.

How can I contact the Board?

Table of Contents        Anyone desiring to communicate directly with the Board or the non-management directors, individually or as a group, may do so by written communication addressed to them at KapStone Paper and Packaging Corporation, 1101 Skokie Boulevard., Suite 300, Northbrook, IL 60062, Attention: Secretary. Relevant communications will be forwarded by the Secretary to the appropriate directors depending on the facts and circumstances outlined in the communication.

SECURITY OWNERSHIP OF MANAGEMENT

        The following table shows the amount of the Company's Common Stock beneficially owned, unless otherwise indicated, by the Company's directors, the named executive officers, and the directors and executive officers as a group as of March 31, 2011.2012. Except as otherwise specified, the named beneficial owner has sole voting and investment power over the shares listed. The total number of shares of Common Stock outstanding is 46,154,300.46,546,808.

Table of Contents

Table of Contents

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL STOCKHOLDERS

        The following table sets forth information regarding each person, with the exception of Roger W. Stone, who the Company believes beneficially owned more than 5% of the Company's outstanding Common Stock as of MarchDecember 31, 2011.

Securities Authorized For Issuance Under Equity Compensation Plan

        Information about the Company's equity compensation plan at December 31, 20102011 is as follows:

Table of Contents

PROPOSAL 1

ELECTION OF DIRECTORS

        The Company has a classified Board of Directors currently consisting of three Class A directors (Brian R. Gamache, S. Jay Stewart and David P. Storch) who have terms expiring at the 2013 Annual Meeting of Stockholders, three Class B directors (John M. Chapman, Matthew Kaplan and Ronald J. Gidwitz) who have terms expiring at the 20112014 Annual Meeting of Stockholders, and three Class C directors (Jonathan R. Furer, Matthew H. Paull, and Roger W. Stone) who have terms expiring at the 2012 Annual Meeting of Stockholders. Directors in a class are elected for a term of three years to succeed the directors in such class whose terms expire at such annual meeting, or a shorter term to fill a vacancy in another class of directors.

        The nominees for election at the 20112012 Annual Meeting of Stockholders to fill the three Class BC positions on the Board of Directors are John M. Chapman,Jonathan R. Furer, Matthew KaplanH. Paull and Ronald J. Gidwitz.Roger W. Stone. If elected, the nominees for the Class BC directors will be elected to serve three-year terms expiring at the Annual Meeting of Stockholders in 2014.2015. If a quorum is present and voting at the meeting, the three nominees for Class BC director receiving the most votes will be elected Class BC directors. Neither abstentions nor broker non-votes will have any effect upon the outcome of voting with respect to the election of directors.

        We believe our Board should be composed of individuals with sophistication and experience in many substantive areas that impact our business. We believe experience, qualifications or skills in the following areas are important: paper industry background; sales; manufacturing; capital markets; finance; accounting; leadership of complex organizations; international operations; and familiarity with board practices of major corporations. We believe that all of our Board members possess the professional and personal qualifications necessary for board service, and have highlighted particularly noteworthy attributes of each Board member in the individual biographies below.

        The following information relates to the nominees listed above and to the Company's other directors whose terms of office will extend beyond the 20112012 Annual Meeting of Stockholders.

Nominees for election at the 20112012 Annual Meeting of Stockholders

Class BC
(Term Ends 2014)2015)

Table of Contents

Table of Contents

The Board of Directors Recommends a Vote "For" the Nominees Named Above.

Class A
(Term Ends 2013)

Table of Contents

Class C
(Term Ends 2012)

Table of Contents

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES NAMED ABOVE.

Table of Contents

Class A
(Term Ends 2013)

Table of Contents

Class B
(Term Ends 2014)

Table of Contents

GOVERNANCE STRUCTURE

Role of the Board—The Board, which is elected by the stockholders, is the ultimate decision-making body of the Company, except with respect to matters reserved to stockholders. The primary function of the Board is oversight. The Board, in exercising its business judgment, acts as an advisor and counselor to senior management and defines and enforces standards of accountability—all with a view to enabling senior management to execute their responsibilities fully and in the interests of stockholders. The following are the Board's primary responsibilities, some of which may be carried out by one or more Committees of the Board or the independent Directorsdirectors as appropriate:

•

Overseeing the conduct of the Company's business so that it is effectively managed in the long-term interest of stockholders;



•

Selecting, evaluating and compensating the Chief Executive Officer (CEO) and planning for CEO succession, as well as monitoring management's succession planning for other key executives;

Gamache and Matthew H. Paull are "audit committee financial experts" within the meaning of relevant SEC regulations.

        Compensation Committee.    The functions of the Compensation Committee include providing guidance to management and assisting the Board of Directors in matters relating to the compensation of the Chief Executive Officer and executive officers, the organizational structure of the Company, the Company's compensation and benefits programs, the Company's succession, retention and training programs, and such other matters that have a direct impact on the success of the Company's human resources. The Compensation Committee held twothree meetings in 2010.2011. The details of the process and procedures followed by the Compensation Committee are disclosed in the CompensationProxy Statement under the headings "Compensation Discussion and AnalysisAnalysis" and reportReport of the Compensation Committee included in this Proxy Statement.

        Nominating and Governance Committee.    The Nominating and Governance Committee performs the following functions: assists the Board by identifying prospective Directordirector nominees and recommends to the Board the nominees for the annual meeting of stockholders; oversees the Board performance annual evaluation process; evaluates the composition, organization and governance of the Board and its committees; and oversees the Company's Corporate Governance Guidelines. The Nominating and Governance Committee held three meetings in 2010.2011.

Table of Contents

        In addition, if any incumbent Directordirector fails to receive the required vote for re-election, the Nominating and Governance Committee is responsible for making its recommendation to the Board about whether to accept the Director'sdirector's resignation.

How are Directorsdirectors nominated?

        The Company's Nominating and Governance Committee establishesis responsible for selecting candidates for Board membership, subject to Board approval, and for extending invitations to join the Board. In selecting candidates, the Board endeavors to find individuals of high integrity who have a solid record of accomplishment in their chosen fields and who display the independence of mind and strength of character to effectively represent the best interests of the stockholders. Candidates are selected for their ability to exercise good judgment, and to provide practical insights. Consistent with its charter, the Nominating and Governance Committee is responsible for screening candidates, establishing criteria for Director nominees, screensand for recommending to the Board a slate of candidates for election to the Board at the Annual Meeting of Stockholders. In performing these tasks, the Nominating and recommends Director nominees whoGovernance Committee has the sole authority to retain and terminate any search firm to be used to identify candidates. Candidates are approved by the full Board.

        NomineesAll directors except the Chief Executive Officer and the President are required to be evaluatedindependent. An independent Director is one who is free of any relationship with the Company or its management that may impair, or appear to impair, the Director's ability to make independent judgments, and who meets the NYSE's definition of independence.

        We do not have a specific diversity policy for our Board, however, we consider diversity to be a critical factor in evaluating the composition of the Board, and that for this purpose diversity includes perspectives, experience, differences and viewpoints, as well as race, ethnicity and gender. The Company values diversity and has women and/or minorities serving in several key positions including Chief Financial Officer, Treasurer, Vice President of Mill Operations and Vice President of Sales.

        The Nominating and Governance Committee will consider director candidates recommended by stockholders. A stockholder who wishes to recommend a prospective nominee to the Board for consideration by the Nominating and Governance Committee for future vacancies onneeds to send a written notice to the Board will be selected from candidates recommended by multiple sources, including business and personal contactscorporate secretary at the principal office of the members ofCompany. Each notice must include the Committee, other members ofinformation about the Board, stockholders, and other sources, all of whom willprospective nominee as required by our Bylaws. Such notice must be evaluated based ondelivered to our offices by the same criteria. The Committee may, at the Company's expense, retain search firms, consultants and other advisorsdeadline relating to identify candidates. Ronald Gidwitz and Matthew Paull were appointedstockholder proposals to the Board on October 3, 2008, and July 28, 2010, respectively. Both Mr. Gidwitz and Mr. Paull were recommended to the Board by Mr. Stone.

        We do not have a formal policy regarding board diversity. While diversity and variety of experiences and viewpoints represented on the Board should be considered for inclusion in selecting nominees toour proxy material, as described in the Board, our director nominees should not be chosen or excluded solely or largely because of race, gender, religious beliefs or national origin.Proxy Statement under "Additional Information".

        In selecting non-incumbent candidates and reviewing the qualifications of incumbent candidates for the Board of Directors, the Committee considersEach notice delivered by a candidate's integrity and values, commitment to representing the long-term interests of the stockholders, experience at policy-making levels in business, ability to constructively engage fellow Board members, the CEO and other members of management in dialogue and decision making.

        Any stockholder who wishes to recommend a prospective nominee to the Board for consideration by the Nominating and Governance Committee's considerationCommittee must include the following information:

•

the name, age, business address and residence address of such person;



•

the class and number of shares of capital stock of the Company which are beneficially owned by such person and any other indirect pecuniary or economic interest in any capital stock of the Company, including, without limitation, derivative instrument, swap, option, warrant, short interest, hedge or profit sharing arrangement;



•

the principal occupation or employment of such person;



•

written consent to being named in the proxy statement as a nominee and to serveserving as a director if elected;



•

a description of all arrangements or understandings between such stockholder and the beneficial owner, if any, on whose behalf the Board of Directors may do so by giving the candidate's name and qualifications in writing to the Company's Secretary at the following address: KapStone Paper and Packaging Corporation, 1101 Skokie Blvd., Suite 300, Northbrook, IL 60062.

nomination is made.

Table of Contents

        The Nominating and Governance Committee may require any prospective nominee to furnish such other information as the Committee may reasonably require to determine the qualifications of such nominee to serve as a director of the Company.

        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. A full description of the information that must be provided as to a prospective nominee is set forth in Article II, Section 4 of the Company's Bylaws, which are available on our Web site at www.kapstonepaper.com by selecting "Governance."

How are directors compensated?

        Each non-employee director of the Company will receive the following compensation for service as a director in 2011:2012:

•

a quarterly retainer of $10,250, an increase from the 2010 quarterly retainer of $8,750;$10,250;



•

a fee of $1,500 for each board meeting and each committee meeting attended by such director; and



•

reimbursement of reasonable expenses to attend board and committee meetings.

        Audit, Compensation and Nominating and Governance Committee chairpersons will receive an additional quarterly fee of $2,500, $1,500 and $1,500, respectively.

        Each year, non-employee directors also receive a grant of stock options and/or restricted stock units with a grant date fair value of approximately $54,000. Each option vests 50% on the second anniversary of the grant date and the remaining 50% on the third anniversary of the grant date. Restricted stock units vest on the third anniversary of the grant date.

20102011 Director Compensation

        The following table provides certain summary information concerning cash and certain other compensation the non-employee directors earned for 2010.2011.

Table of Contents

Table of Contents

Director Outstanding Equity Awards at 20102011 Fiscal End Table

Director Stock Ownership Requirements

        Our Board has adopted stock ownership requirements applicable to our non-employee directors. Under these requirements, each non-employee director must own shares of the Company's Common Stock which, in the aggregate, are equal in value to at least three (3) times the current annual Board cash retainer. Restricted stock unit awards and vested stock options count toward the ownership requirements. Under the policy, newly appointed or elected directors will have four (4) years from joining the Board to comply with these requirements. Discretion may be applied in periods of volatile markets. All directors currently comply with these restrictions.

Corporate Governance

        The following corporate governance materials are available from the Governance section of our Web sitewebsite at http://www.governance.kapstonepaper.com: (1) Corporate Governance Guidelines; (2) Code of Conduct; and (3) the Charters of our Audit, Compensation, and Nominating and Governance Committees. We will provide a copy of these documents to our stockholders, without charge, upon written request addressed to 1101 Skokie blvd.Blvd., Suite 300, Northbrook, IL 60062, attention: Secretary.

Risk Oversight

        The Board of Directors'Board' involvement in risk oversight involves both the Audit Committee and the full Board of Directors.Board. Risk oversight is a standing agenda item at each Audit Committee meeting. The Committee receives reports from the Company's Director of Internal Audit and independent registered public accountants at each Audit Committee meeting. The Company's Vice President and Chief Financial Officer and Vice President and Controller both provide reports to the Audit Committee regarding risk factors, including, but not limited to, risks pertaining to credit and liquidity. The General Counsel keeps the Audit Committee abreast of issues pertaining to litigation, regulatory matters, and compliance. The Chairman of the Audit Committee reports on the activities of the Committee regarding risk at each meeting of the full Board of Directors.Board. Other committees of our Board may also practice risk oversight related directly to such committee's responsibilities. In addition, each regularly scheduled meeting of the Board of Directors includes a report from the Company's Chief Executive Officer, Chief Operating Officer and its Vice President and General Manager regarding operating risks at each facility, and the industry as a whole.

Table of Contents

REPORT OF THE AUDIT COMMITTEE

        During the year ended December 31, 2010,2011, the Audit Committee held nineeight meetings. The purpose of the Audit Committee is to assist the Board in its general oversight of KapStone's financial reporting, internal controls, risk and audit functions. The Audit Committee was formed by the Board in January 2007.

        As described in the Audit Committee Charter, the Committee has oversight responsibilities to stockholders, potential stockholders, the investment community, and other stakeholders related to the:

•

integrity of the Company's financial statements;



•

financial reporting process;



•

systems of internal accounting and financial controls;



•

performance of the Company's internal audit function and independent registered public accountants;



•

independent registered public accountants' qualifications and independence;



•

compliance with ethics policies and legal and regulatory requirements; and



•

risk oversight.

        The Audit Committee has reviewed and discussed the consolidated financial statements with management and Ernst & Young LLP, the Company's independent registered public accountants. Management is responsible for the preparation, presentation and integrity of KapStone's financial statements; accounting and financial reporting principles; establishing and maintaining disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 as amended (the "Exchange Act") Rule 13a-15(e)); establishing and maintaining internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)); evaluating the effectiveness of disclosure controls and procedures; evaluating the effectiveness of internal control over financial reporting; and evaluating any change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting. Ernst & Young LLP is responsible for performing an independent audit of the consolidated financial statements and expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States of America, as well as expressing an opinion on the effectiveness of internal control over financial reporting.

        The Audit Committee provided oversight and advice to management relating to management's assessment of the adequacy of KapStone's internal control over financial reporting in accordance with the requirements of the Sarbanes Oxley Act of 2002. The Audit Committee held private sessions with Ernst & Young LLP to discuss the annual audit. At the conclusion of the process, the Audit Committee reviewed a report from management on the effectiveness of the Company's internal control over financial reporting. The Committee also reviewed the report of management contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2010,2011, filed with the SEC, as well as Ernst & Young LLP's Report of Independent Registered Public Accounting Firm included in the Company's Annual Report on Form 10-K related to its audit of (i) the consolidated financial statements and financial statement schedule and (ii) the effectiveness of internal control over financial reporting.

        The Audit Committee has discussed with Ernst & Young LLP the matters required to be discussed under Statement on Auditing Standards No. 61, (Communications with Audit Committees(545 61)) as amended and as adopted by AM Section 380 of the Public Company AuditingAccounting Oversight Board (PCAOB)in Rule 3200. In addition, the Audit Standards, other professional standards, and regulatory requirements in effect. In addition,Committee has received from Ernst & Young LLP has provided the Audit Committee with the written disclosures andregarding the letterauditors' independence required by applicable requirements of the PCAOB regarding the independent accountant's communications with the audit committee regarding independence,Ethics and the Audit Committee has discussed with Ernst & Young LLPIndependence Rule 3526,Communication

Table of Contents

their firm'swith Audit Committees Concerning Independence, and has discussed with Ernst & Young LLP's independence. In addressing the quality of management's accounting judgments, the Audit Committee asked for management's representations and reviewed certifications prepared by the Chief Executive Officer and Chief Financial Officer that the audited consolidated financial statements of the Company fairly present, in all material respects, the financial condition and results of operations of the Company.

        Based on the review of the consolidated financial statements and discussions with and representations from management and Ernst & Young LLP referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in KapStone's Annual Report on Form 10-K for the year ended December 31, 2010,2011, for filing with the Securities and Exchange Commission.SEC.

        In accordance with Audit Committee policy and the requirements of law, the Audit Committee pre-approves all non-audit services to be provided by Ernst & Young LLP. In addition, the Audit Committee pre-approves all audit and audit related services provided by Ernst & Young LLP. A further discussion of the fees paid to Ernst & Young LLP for audit and non-audit expenses is included below under the heading "Independent Registered Public Accounting Firm."INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM."

AUDIT COMMITTEE
S. Jay Stewart (Chairman)
John M. Chapman
Brian R. Gamache
Matthew H. Paull

Table of Contents

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Fees of Independent Registered Public Accounting Firm

        Ernst & Young LLP acted as the independent registered public accounting firm for the Company during the Company's 2006 through 20102011 fiscal years. During such period Ernst & Young LLP also provided certain audit-related and permitted non-audit services. The Audit Committee's policy is to approve all audit, audit-related, tax and permitted non-audit services performed by Ernst & Young, LLP, for the Company in accordance with Section 10A(i) of the Securities Exchange Act, of 1934, as amended, and the Securities and Exchange Commission'sSEC's rules adopted thereunder. In 20092010 and 2010,2011, the Audit Committee approved in advance all engagements by Ernst & Young LLP on a specific project-by-project basis, including audit, audit-related, tax and permitted non-audit services. No services were rendered by Ernst & Young LLP to the Company in 2009-20102010-2011 pursuant to Rule 2-01(c)(7)(i)(C) of Regulation S-X.

        Ernst & Young LLP fees for services provided for the years ended December 31, 20102011 and 2009,2010, respectively, are as follows:

Pre-Approval of Independent Registered Public Accountants' Services

        No services were provided to the Company that are specifically prohibited by the Sarbanes-Oxley Act of 2002. Permitted services are pre-approved by the Audit Committee.

Table of Contents

EXECUTIVE OFFICERS

        The following individuals have been elected by our Board of Directors to serve in the capacities set forth below until the next Annual Meeting of our Board of Directors and until their respective successors are elected and qualify.

        Roger W. Stone has been Chairman of the Board and Chief Executive Officer since our inception.Biographical information regarding Mr. Stone was Manager of Stone-Kaplan Investments, LLC, a private investment company, from July 2004 through December 2007. He was Chairman and Chief Executive Officer of Box USA Holdings, Inc., a corrugated box manufacturer, from July 2000 until the sale of that company in July 2004. Mr. Stone was Chairman, President and Chief Executive Officer of Stone Container Corporation, a multinational paper company primarily producing and selling pulp, paper and packaging products, from March 1987 to November 1998 when Stone Container Corporation merged with Jefferson Smurfit Corporation, at which time he became President and Chief Executive Officer of Smurfit-Stone Container Corporation until March 1999. Mr. Stone has served on the board of directors of McDonald's Corporation since 1989. Mr. Stone received a B.S. in Economics from the Wharton School at the University of Pennsylvania. Mr. Stone is the father-in-law of Matthew Kaplan.

Matthew Kaplan has been our President and Secretary since our inception. Mr. Kaplan was Manager of Stone-Kaplan Investments, LLC, a private investment company, from July 2004 through December 2007. He was President, Chief Operating Officer and a director of Box USA Holdings, Inc., a corrugated box manufacturer, from July 2000 until the sale of the company in July 2004. Mr. Kaplan began his career at Stone Container Corporation in 1979 and was serving as its Senior Vice President and General Manager of North American Operations when Stone Container Corporation merged with Jefferson Smurfit Corporation in November 1998. He was Vice President/General Manager, Container Division, with Smurfit-Stone Container Corporation until March 1999. Mr. Kaplan has served on the board of advisors of Victory Packaging since January 2007. In addition, Mr. Kaplan formerly served on the board of trustees of Magnetar Spectrum Fund. Mr. Kaplan received a B.A. in Economics from the Wharton School at the University of Pennsylvania and an M.B.A. from the University of Chicago. Mr. Kaplan is included under the son-in-lawheading "Election of Roger W. Stone.Directors."

        Andrea K. Tarbox was appointed Vice President and Chief Financial Officer in January 2007. Ms. Tarbox served as a financial consultant to the Company from April 2006 until her appointment as Vice President and Chief Financial Officer. Ms. Tarbox played a key financial role in the acquisition by the Company of the Kraft Papers Business from International Paper Company. From March 2003 through March 2006, Ms. Tarbox served as Chief Financial and Administrative Officer for Uniscribe Professional Services, Inc. From July 1994 until February 2003, Ms. Tarbox was employed by Gartner Inc., last serving as Group Vice President-Finance and Treasurer. Prior to that, Ms. Tarbox assumed financial positions of increasing responsibility in several global companies including British Petroleum, p.l.c. and Fortune Brands, Inc. Ms. Tarbox began her career with Ernst & Young LLP and is a Certified Public Accountant. Ms. Tarbox earned a B.A. degree in Psychology from Connecticut College and an M.B.A. from the University of Rhode Island.

Table of Contents

        Timothy P. Keneally has been our Vice President and General Manager of the Company and President of the Company's kraft paper business since its acquisition from International Paper Company ("IP") in January 2007. Previously, Mr. Keneally served as Vice President of Industrial Packaging of IP from 2000 to December 2006 and led the IP team that assessed the review of strategic alternatives relating to the kraft paper and containerboard business. He was the lead person in presenting the historical performance of the business and assisted in defining the future strategy for the business, and was the lead operating person during the Charleston Kraft Division acquisition and the U.S. Corrugated acquisition. Mr. Keneally has 3940 years of experience in the paper and packaging industry. Mr. Keneally earned a B.A. degree in History from Marist College in Poughkeepsie, N.Y.

Table of Contents

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

        Our compensation programs for executive officers are administered by the Compensation Committee (the "Committee"), which is composed solely of independent directors as defined by rules of the New York Stock Exchange.NYSE. The Committee operates under a written charter adopted by the Board.

        The Committee has reviewed and approved the following discussion and analysis, which analyzes the objectives and results for 20102011 of the Company's compensation policies and procedures for its four executive officers: Roger W. Stone, the Company's Chief Executive Officer; Matthew Kaplan, the Company's President and Secretary;Chief Operating Officer; Timothy P. Keneally, the Company's Vice President and General Manager; and Andrea K. Tarbox, the Company's Vice President and Chief Financial Officer (the "Named Executive Officers"). The Company's compensation programs have been adopted in order to implement the Committee's compensation philosophy, while taking into account the Company's financial performance. The Committee periodically reviews the Company's compensation programs and practices in light of the Committee's compensation philosophy, changes in laws and regulations, and the Company's financial goals.

Compensation Policies and Objectives

        The Committee believes that compensation for executive officers should be determined according to a competitive framework, taking into account the financial performance of the Company, individual contributions and the external market in which the Company competes for executive talent. In determining the compensation of the Company's executive officers, the Committee seeks to achieve the following objectives through a combination of fixed and variable compensation.

Pay Competitively

        A total compensation package should be competitive. For executive officers, including the Company's Chief Executive Officer, the Committee considers the level of compensation paid to individuals in comparable executive positions in the Company's peer group and at other paper and packaging companies with which the Company competes in order to recruit and retain executive talent.

Pay for Performance

        Our compensation practices are designed to create a direct link between the aggregate compensation paid to each executive officer and the financial performance of the Company. In order to accomplish this, the Committee considers the individual performance of each executive officer by reviewing, among other factors, the achievement of pre-established corporate and individual performance objectives as well as the recommendations of the Chief Executive Officer. The amount of each component of an executive officer's compensation is based in part on the Committee's assessment of that individual's performance as well as the other factors discussed in this section.

Executives as Stockholders

        Our compensation practices are also designed to link a portion of each executive officer's compensation opportunity directly to the value of the Company's Common Stock through the use of stock-based awards.