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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. )
| Filed by the Registrantý | ||
Filed by a Party other than the Registranto | ||
Check the appropriate box: | ||
o | Preliminary Proxy Statement | |
o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
ý | Definitive Proxy Statement | |
o | Definitive Additional Materials | |
o | Soliciting Material under §240.14a-12 | |
| Neenah Paper, Inc. | ||||
(Name of Registrant as Specified In Its Charter) | ||||
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) | ||||
Payment of Filing Fee (Check the appropriate box): | ||||
ý | No fee required. | |||
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
| (1) | Title of each class of securities to which transaction applies: | |||
| (2) | Aggregate number of securities to which transaction applies: | |||
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |||
| (4) | Proposed maximum aggregate value of transaction: | |||
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o | Fee paid previously with preliminary materials. | |||
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
(1) | Amount Previously Paid: | |||
| (2) | Form, Schedule or Registration Statement No.: | |||
| (3) | Filing Party: | |||
| (4) | Date Filed: | |||
NOTICE OF 20112012 ANNUAL MEETING
AND
PROXY STATEMENT
April 18, 20113, 2012
Dear Stockholder:
You are cordially invitedOn behalf of the Board of Directors, it is my pleasure to invite you to attend the 20112012 Annual Meeting of Stockholders of Neenah Paper, Inc. to be held at the Company's headquarters located at Preston Ridge III, 3460 Preston Ridge Road, Suite 600, Alpharetta, Georgia 30005 on Wednesday, May 18, 201116, 2012 at 10:00 a.m., Eastern Time.
2011 was another positive year led by double digit improvement in total shareholder return that was reflective of strong earnings growth, meaningful cash flows, and significantly improved return on invested capital. While last year contained a lot to be proud of, we attribute our performance to the dedicated employees around the world who believe in the Company's direction and recognize that they make a difference in our future successes.
The formal business to be transacted at the 2012 Annual Meeting is described in the attached Noticeincludes:
At the Annual Meeting,meeting, we will provide a brief report on our operationsresults and our plans for the future.strategies. Our directors and executive officers, as well as representatives from Deloitte & Touche LLP, will be presentin attendance to respondanswer any questions you may have.
Regardless of whether you choose to questions from stockholders.
Please mark, date, sign and return your proxy card in the enclosed envelopeattend or not, please either vote electronically using the Internet, vote by telephone, or telephone votingfollow the procedures for requesting written copies of the proxy materials described in the attached Proxy Statement and mark, date, sign and return the proxy card included with those materials at your earliest convenience. This will assure that your shares will be represented and voted at the Annual Meeting, even if you do not attend.Meeting.
| Sincerely, | ||
  | ||
and Chief Executive Officer |
Neenah Paper, Inc.
Preston Ridge III
3460 Preston Ridge Road, Suite 600
Alpharetta, Georgia 30005
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 18, 201116, 2012
NOTICE HEREBY IS GIVEN that the 20112012 Annual Meeting of Stockholders of Neenah Paper, Inc. will be held at the Company's headquarters located at Preston Ridge III, 3460 Preston Ridge Road, Suite 600, Alpharetta, Georgia 30005 on Wednesday, May 18, 201116, 2012 at 10:00 a.m., Eastern time, for the purpose of considering and voting upon:
Information relating to the above matters is set forth in the attached Proxy Statement. Stockholders of record at the close of business on March 31, 201123, 2012 are entitled to receive notice of and to vote at the Annual Meeting and any adjournments thereof.
The Proxy Statement and the 20102011 Annual Report to Stockholders are available at http://www.neenah.com/proxydocs.
| By order of the Board of Directors. | ||
 | ||
STEVEN S. HEINRICHS Senior Vice President, General Counsel and Secretary |
Alpharetta, Georgia
April 18, 20113, 2012
PLEASE READ THE ATTACHED PROXY STATEMENT AND THEN VOTE ELECTRONICALLY, BY TELEPHONE, OR REQUEST PRINTED PROXY MATERIALS AND PROMPTLY COMPLETE, EXECUTE AND RETURN THE ENCLOSED PROXY CARD INCLUDED WITH THE PROXY MATERIALS IN THE ACCOMPANYING POSTAGE-PAID ENVELOPE OR VOTE ELECTRONICALLY USING THE INTERNET OR TELEPHONE VOTING PROCEDURES DESCRIBED IN THE ATTACHED PROXY STATEMENT.ENVELOPE.
ANNUAL MEETING | 3 | |
VOTING | 3 | |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 6 | |
PROPOSAL 1—ELECTION OF DIRECTORS | 9 | |
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS | ||
CORPORATE GOVERNANCE | ||
| ||
EXECUTIVE COMPENSATION | 19 | |
COMPENSATION COMMITTEE REPORT | ||
PROPOSAL 2—ADVISORY VOTE ON EXECUTIVE COMPENSATION | ||
| ||
ADDITIONAL EXECUTIVE COMPENSATION INFORMATION | ||
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION | ||
| ||
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE | ||
AUDIT COMMITTEE REPORT | 41 | |
PROPOSAL | 42 | |
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND SERVICES | 42 | |
STOCKHOLDERS' PROPOSALS FOR | 43 | |
OTHER MATTERS THAT MAY COME BEFORE THE ANNUAL MEETING |
Neenah Paper, Inc.
Preston Ridge III
3460 Preston Ridge Road, Suite 600
Alpharetta, Georgia 30005
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 18, 201116, 2012
This Proxy Statement is furnished to the stockholders of Neenah Paper, Inc. in connection with the solicitation of proxies by our Board of Directors to be voted at the 20112012 Annual Meeting of Stockholders and at any adjournments thereof. The Annual Meeting will be held at the Company's headquarters located at Preston Ridge III, 3460 Preston Ridge Road, Suite 600, Alpharetta, Georgia 30005 on Wednesday, May 18, 201116, 2012 at 10:00 a.m., Eastern Time. When used in this Proxy Statement, the terms "we," "us," "our," "the Company" and "Neenah" refer to Neenah Paper, Inc.
The approximate date on which this Proxy Statement is being filed and form of proxy card are firstthe Notice is being sent or given to stockholders is April 18, 2011.3, 2012.
General
The securities that can be voted at the Annual Meeting consist of our common stock, par value $0.01 per share, with each share entitling its owner to one vote on each matter submitted to the stockholders. The record date for determining the holders of common stock who are entitled to receive notice of and to vote at the Annual Meeting is the close of business March 31, 2011.23, 2012. On the record date 14,897,66515,827,960 shares of common stock were outstanding and eligible to be voted at the Annual Meeting.
Quorum and Vote Required
The presence, in person or by proxy, of the holders of a majority of the issued and outstanding shares of our common stock is necessary to constitute a quorum at the Annual Meeting.
In voting with regard to the proposal to elect as Class III directors (Proposal 1) the threetwo nominees named herein, stockholders may vote for all nominees listed herein, withhold their votes as to all nominees or withhold their votes as to specific nominees. The vote required to approve Proposal 1 is a majority of the shares of common stock represented and entitled to vote at the Annual Meeting, and entitled to vote, provided a quorum is present. Votes that are withheld will be considered as shares present and entitled to vote for the proposal, and therefore will have the same legal effect as votes against the proposal.
In voting with regard to the proposal to approve, on an advisory non-binding basis, the Company's executive compensation (Proposal 2), stockholders may vote in favor of the proposal, against the
proposal, or may abstain from voting. The vote required to approve Proposal 2 is set forth in our Amended and Restated Bylaws, which requires the affirmative vote of a majority of the shares
of common stock represented and entitled to vote at the Annual Meeting, provided a quorum is present. As a result, abstentions will be considered in determining the number of votes required to obtain the necessary majority vote for the proposal, and therefore will have the same legal effect as votingvotes against the proposal.
In voting with regard to the proposal to approve, on an advisory non-binding basis,ratify the frequencyappointment of the advisory vote on executive compensationindependent registered public accounting firm (Proposal 3), stockholders may vote for a frequency of one, two or three years. The frequency (every one, two or three years) receiving the greatest number of votes of the shares represented and entitled to vote at the Annual Meeting, provided a quorum is present, will be considered the frequency preferred by stockholders. As a result, abstentions will therefore have no effect on such vote.
In voting with regard to the proposal to approve the performance measures under the Neenah Paper, Inc. 2004 Omnibus Stock and Incentive Compensation Plan (the "Omnibus Plan") (Proposal 4), stockholders may vote in favor of the proposal, against the proposal, or may abstain from voting. The vote required to approve Proposal 4 is set forth in our Amended and Restated Bylaws, which requires the affirmative vote of a majority of the shares represented and entitled to vote at the Annual Meeting, provided a quorum is present. As a result, abstentions will be considered in determining the number of votes required to obtain the necessary majority vote for the proposal, and therefore, will have the same legal effect as voting against the proposal.
In voting with regard to the proposal to ratify the appointment of the independent registered public accounting firm (Proposal 5), stockholders may vote in favor of the proposal, against the proposal, or may abstain from voting. The vote required to approve Proposal 53 is a majority of the shares of common stock represented and entitled to vote at the Annual Meeting, and entitled to vote, provided a quorum is present. Abstentions will be considered as shares present and entitled to vote for the proposal, and therefore will have the same legal effect as votes against the proposal.
If your shares are held in the name of a bank or brokerage firm (in "street name") and you do not vote your shares, your bank or brokerage firm can only vote your shares in their discretion upon proposals which are considered "discretionary" proposals. We believe that Proposal 53 is a discretionary proposal. However, brokersBrokers are prohibited from exercising discretionary authority for beneficial owners who have not provided voting instructions to the broker for proposals which are considered "non-discretionary" (a "broker non-vote"). We believe Proposals 1 through 4and 2 are non-discretionary proposals. As such, broker non-votes will be counted for the purpose of determining if a quorum is present, but will not be considered as shares entitled to vote on Proposals 1 through 4,and 2, and therefore will have no effect on the outcome of these proposals.
Proxy Voting Procedures
We are choosing to follow the Securities and Exchange Commission ("SEC") rules that allow companies to furnish proxy materials to stockholders via the Internet.. If you received a Notice of Internet Availability of Proxy Materials, or "Notice," by mail, you will not receive a printed copy of the proxy materials, unless you specifically request one. The Notice instructs you on how to access and review all of the important information contained in the proxy statement and annual report as well as how to submit your proxy over the Internet. If you received the Notice and would still like to receive a printed copy of our proxy materials, you should follow the instructions for requesting these materials included in the Notice. We plan to mail the Notice to stockholders by April 3, 2012.
You may vote in person at the Annual Meeting or by proxy. We recommend you vote by proxy even if you plan to attend the Annual Meeting. You can always change your vote at the meeting. Giving us your proxy means you authorize us to vote your shares at the Annual Meeting in the manner you direct.
If your shares are held in your name, you can vote by proxy in three convenient ways:
If your shares are held in street name, the availability of telephone and internet voting will depend on the voting processes of the applicable bank or brokerage firm; therefore, it is recommended that you follow the voting instructions on the form you receive from your bank or brokerage firm.
In addition, stockholders can view this Proxy Statement and Neenah's 2010 Annual Report to Shareholders athttp://www.neenah.com/proxydocs. All properly executed proxies received by Neenah in time to be voted at the Annual Meeting and not revoked will be voted at the Annual Meeting in accordance with the directions noted on the proxy card. If any other matters properly come before the Annual Meeting, the persons named as proxies will vote upon such matters according to their judgment.
Any stockholder of record delivering a proxy has the power to revoke it at any time before it is voted: (i) by giving written notice to Steven S. Heinrichs, Senior Vice President, General Counsel and Secretary of Neenah, at Preston Ridge III, 3460 Preston Ridge Road, Suite 600, Alpharetta, Georgia, 30005; (ii) by submitting a proxy card bearing a later date, including a proxy submitted via the Internet or by telephone; or (iii) by voting in person at the Annual Meeting. Please note, however, that any beneficial owner of our common stock whose shares are held in street name may (a) revoke his or her proxy and (b) attend and vote his or her shares in person at the Annual Meeting only in accordance with applicable rules and procedures as then may be employed by such beneficial owner's brokerage firm or bank. In particular, in order to attend and vote his or her shares at the Annual Meeting, a beneficial owner generally must obtain a form of proxy or other appropriate documentation from such beneficial owner's brokerage firm or bank.
We are also sending this Proxy Statementthe Notice and voting materials to participants in various employee benefit plans of Neenah. The trustee of each plan, as the stockholder of record of the shares of common stock held in the plan, will vote whole shares of stock attributable to each participant's interest in the plan in accordance with the directions the participant gives or, if no directions are given by the participant, in accordance with the directions received from the applicable plan committees.
In addition to soliciting proxies through the mail, we may solicit proxies through our directors, officers and employees, in person and by telephone or email and facsimile. We expect to retain Georgeson Inc. to aid in the solicitation at a cost of approximately $8,000, plus reimbursement of out-of-pocket expenses. Brokerage firms, nominees, custodians and fiduciaries also may be requested to forward proxy materials to the beneficial owners of shares held of record by them. We will pay all expenses incurred in connection with the solicitation of proxies.
We will announce the final results on our web site atwww.neenah.com shortly after the meeting and on Form 8-K immediately following the meeting.
If a signed proxy card is received which does not specify a vote or an abstention, then the shares represented by that proxy card will be voted FOR the election of all Class III director nominees described herein, FOR the approval of the executive compensation plan, IN FAVOR of the every one year say on pay vote, FOR the approval of the performance measures under the Omnibus Plan, and FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2011.2012. Neenah is not aware, as of the date hereof, of any matters to be voted upon at the Annual Meeting other than those stated in this proxy statement. If any other matters are properly brought before the Annual Meeting, the enclosed proxy card gives discretionary authority to the persons named as proxies to vote the shares represented thereby in their discretion.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the beneficial ownership of our common stock as of March 31, 201123, 2012 with respect to: (i) each of our directors; (ii) each of the named executive officers appearing elsewhere herein; and (iii) all executive officers and directors as a group, based in each case on information furnished to us by such persons. As used in this Proxy Statement, "beneficial ownership" means that a person has, as of March 31, 2011,23, 2012, or may have within 60 days thereafter, the sole or shared power to vote or direct the voting of a security and/or the sole or shared investment power to dispose of or direct the disposition of a security.
Name | Shares Beneficially Owned(1) | Percent of Class(2) | |||||
|---|---|---|---|---|---|---|---|
Sean T. Erwin | 142,006 | (3) | * | ||||
Edward Grzedzinski | 21,670 | (4) | * | ||||
Steven S. Heinrichs | 28,382 | (5) | * | ||||
Mary Ann Leeper | 20,930 | (6) | * | ||||
Bonnie C. Lind | 68,990 | (7) | * | ||||
Timothy S. Lucas | 30,760 | (8) | * | ||||
John F. McGovern | 20,215 | (9) | * | ||||
Philip C. Moore | 26,030 | (10) | * | ||||
John P. O'Donnell | 119,875 | (11) | * | ||||
Dennis P. Runsten | 23,307 | (12) | * | ||||
Julie A. Schertell | 0 | * | |||||
Stephen M. Wood | 31,240 | (13) | * | ||||
All directors and executive officers as a group (13 persons) | 538,041 | 3.4 | |||||
Name | Shares Beneficially Owned(1) | Percent of Class(2) | |||||
|---|---|---|---|---|---|---|---|
Sean T. Erwin | 200,008 | (3) | 1.3 | ||||
Edward Grzedzinski | 19,440 | (4) | * | ||||
Steven S. Heinrichs | 23,242 | (5) | * | ||||
Mary Ann Leeper | 20,130 | (6) | * | ||||
Bonnie C. Lind | 42,755 | (7) | * | ||||
Timothy S. Lucas | 28,530 | (8) | * | ||||
John F. McGovern | 20,765 | (9) | * | ||||
Philip C. Moore | 24,398 | (10) | * | ||||
John P. O'Donnell | 54,736 | (11) | * | ||||
Dennis P. Runsten | 44,208 | (12) | * | ||||
Stephen M. Wood | 34,640 | (13) | * | ||||
All directors and executive officers as a group (12 persons) | 564,603 | 3.8 | |||||
The following table sets forth information regarding the beneficial ownership of our common stock as of December 31, 20102011 for each person known to us to be the beneficial owner of more than 5% of our outstanding common stock.
| | Common Stock Beneficially Owned | ||||||
|---|---|---|---|---|---|---|---|
Name and Address of Beneficial Owner | Number of Shares | Percent of Class | |||||
Blackrock, Inc. | 1,141,838 | (1) | 7.60 | % | |||
40 East 52nd Street | |||||||
New York, NY 10022 | |||||||
Vanguard Group, Inc. | 979,959 | (2) | 6.52 | % | |||
100 Vanguard Blvd. | |||||||
Malvern, PA 19355 | |||||||
Allianz Global Investors Capital LLC | 914,573 | (3) | 6.00 | % | |||
600 Broadway, Suite 2900 | |||||||
San Diego, CA 92101 | |||||||
Wells Fargo & Company | 798,036 | (4) | 5.31 | % | |||
420 Montgomery Street | |||||||
San Francisco, CA 94163 | |||||||
FMR LLC | 755,100 | (5) | 5.02 | % | |||
82 Devonshire Street | |||||||
Boston, MA 02109 | |||||||
| | Common Stock Beneficially Owned | |||||||
|---|---|---|---|---|---|---|---|---|
Name and Address of Beneficial Owner | Number of Shares | Percent of Class | ||||||
Wells Fargo & Company | 1,397,496 | (1) | 9.47 | % | ||||
420 Montgomery Street | ||||||||
San Francisco, CA 94163 | ||||||||
Blackrock, Inc. | 1,202,042 | (2) | 8.14 | % | ||||
40 East 52nd Street | ||||||||
New York, NY 10022 | ||||||||
Keeley Asset Management Corp. | 960,095 | (3) | 6.50 | % | ||||
401 South LaSalle Street | ||||||||
Chicago, IL 60605 | ||||||||
Vanguard Group, Inc. | 848,791 | (4) | 5.75 | % | ||||
100 Vanguard Blvd. | ||||||||
Malvern, PA 19355 | ||||||||
FMR LLC | 755,600 | (5) | 5.12 | % | ||||
82 Devonshire Street | ||||||||
Boston, MA 02109 | ||||||||
PROPOSAL 1—
ELECTION OF DIRECTORS
The Board currently consists of eight members divided into two classes of three directors and one class of two directors. The directors in each class serve three year terms, with the terms of the Class III directors expiring at the 20112012 Annual Meeting. The Board has nominated Timothy S. Lucas, Philip C. Moore,Mary Ann Leeper and John P. O'DonnellStephen M. Wood, each a current director of Neenah, for re-election as Class III directors at the 20112012 Annual Meeting. If elected, the nominees will serve a three-year term expiring at the 20142015 Annual Meeting of Stockholders and until his or her successor has been duly elected and qualified.
Each of the nominees has consented to serve another term as a director if re-elected. If any of the nominees should be unavailable to serve for any reason (which is not anticipated), the Board may designate a substitute nominee or nominees (in which event the persons named on the enclosed proxy card will vote the shares represented by all valid proxy cards for the election of such substitute nominee or nominees), allow the vacancies to remain open until a suitable candidate or candidates are located, or by resolution provide for a lesser number of directors.
If any incumbent nominee for director in an uncontested election should fail to receive the required affirmative vote of the holders of a majority of the shares represented and entitled to vote at the Annual Meeting, and entitled to vote, under Delaware law the director remains in office as a "holdover" director until his or her successor is elected and qualified or until his or her earlier resignation, retirement, disqualification, removal from office or death. In the event of a holdover director, the Board of Directors in its discretion may request the director to resign from the Board. If the director resigns, the Board of Directors may immediately fill the resulting vacancy, allow the vacancy to remain open until a suitable candidate is located and appointed or adopt a resolution to decrease the authorized number of directors.
The Board unanimously recommends that the stockholders vote "FOR" the proposal to elect Timothy S. Lucas, Philip C. MooreMary Ann Leeper and John P. O'DonnellStephen M. Wood as Class III directors for a three-year term expiring at the 20142015 Annual Meeting of Stockholders and until their successors have been duly elected and qualified.
Set forth below is certain information as of March 31, 2011,23, 2012, regarding the threetwo nominees and each director continuing in office, including their ages, principal occupations (which have continued for at least the past five years unless otherwise noted), current Board experience and participation, and how the background, experience and qualification of each nominee and director make them well suited to serve on Neenah's Board.
Information Regarding Directors Nominated for Reelection
Timothy S. Lucas, CPA, age 64, has served as an independent consultant on financial reporting issues practicing as Lucas Financial Reporting since 2002. From 1988 to 2002, Mr. Lucas worked at the Financial Accounting Standards Board ("FASB"), where he was the Director of Research and Technical Activities, and Chairman of the FASB's Emerging Issues Task Force. Mr. Lucas has served as a director of Neenah since November 30, 2004. Mr. Lucas received his BA in Economics and BS in Accounting from Rice University and his Master of Accounting from the Jesse H. Jones Graduate School, Rice University. Mr. Lucas' experience at FASB and his educational background make him an effective member of Neenah's Board.
Philip C. Moore, age 57, is a partner at McCarthy Tétrault, L.L.P., a national Canadian law firm. Mr. Moore practices corporate and securities law, with particular emphasis on corporate governance and finance, mergers and acquisitions and other business law issues. Mr. Moore has been with McCarthy Tétrault, L.L.P. since 1988. From 1994 to 2000, Mr. Moore was a director of Imax Corporation. He is currently a director of various private companies. Mr. Moore has served as a
director of Neenah since November 30, 2004. Mr. Moore received his BA from McMaster University and his LLB from Queen's University. Mr. Moore's educational background and extensive experience in corporate governance and business law makes him an effective member of Neenah's Board.
John P. O'Donnell, age 50, is currently a Senior Vice President of the Company and Chief Operating Officer. Effective as of the date of the Annual Meeting of Stockholders on May 18, 2011, Mr. O'Donnell will become CEO and President of the Company. Prior to his position as COO, Mr. O'Donnell served as President, Fine Paper. Mr. O'Donnell was employed by Georgia-Pacific Corporation from 1985 until 2007 and held increasingly senior management positions in the Consumer Products division. Mr. O'Donnell 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. Mr. O'Donnell's extensive experience in the paper and consumer products industries, and his leadership positions in the Company, make him an effective member of Neenah's Board.
Class II Directors—Term Expiring at the 2012 Annual Meeting
Mary Ann Leeper, Ph.D., age 70,71, is Senior Strategic Advisor of The Female Health Company. She stepped down as its President and Chief Operating Officer in May 2006; a position she held since 1996. Dr. Leeper was President and Chief Operating Officer of The Female Health Company Division of the Wisconsin Pharmacal Company from 1994 to 1996, and held other senior positions from 1987 to 1994 in the Wisconsin Pharmacal Company (renamed The Female Health Company in 1996). Dr. Leeper has served as a Director of The Female Health Company since 1987. Dr. Leeper has been an Adjunct Professor at the University of Virginia's Darden Graduate School of Business MBA program since 2001. She held senior positions at G D Searle, was Assistant Professor at Temple University Schools of Pharmacy and Medicine, as well as a biochemist for Wyeth Laboratories and McNeil Laboratories. Dr. Leeper's educational background includes a B.S., Drexel University; M.S., Temple University, M.M., Northwestern University and Ph.D. from Temple University. Dr. Leeper has served as a director of Neenah since November 30, 2004. Dr. Leeper's educational background and her experience as senior executive of a technical manufacturing company makes her an effective member of Neenah's Board.
Stephen M. Wood, Ph.D., age 64,65, is currently President and Chief Executive Officer of FiberVisions which is a leading global manufacturer of synthetic fibers for consumer products, construction and industrial applications. Dr. Wood is also Vice Chairman of the Board of ESFV which is a global joint venture with Chisso Corporation, a leading Japanese Chemical Company. FiberVisions is jointly owned by SPG Partners and Hercules Incorporated. From 2001 to 2004, Dr. Wood served as the Chief Executive Officer of Kraton Polymers, a specialties chemical company, and Chairman and Representative Director of JSR Kraton Elastomers, a Japanese joint venture company. Prior to this Dr. Wood was President of the Global Elastomers business unit of Shell Chemicals, Ltd., and a Vice President of that company. Dr. Wood was also elected International President of the International Institute of Synthetic Rubber Producers. Dr. Wood has a BSc in Chemistry and a Ph.D. in Chemical Engineering from Nottingham University, United Kingdom and is a graduate of the Institute of Chemical Engineers. Dr. Wood has served as a director of Neenah since November 30, 2004. Dr. Wood's educational background and his experience as a senior executive of a chemical manufacturing company provides the knowledge base and experience to make him an effective member of Neenah's Board.
Class III Directors—Term Expiring at the 2013 Annual Meeting
Sean T. Erwin, age 59,60, is the Chairman of our Board of Directors and ourDirectors. Mr. Erwin served as the Company's President and Chief Executive Officer. Mr. Erwin is retiring as CEO and President, effective on the date of the 2011 Annual Meeting of Shareholders, and will continue to serve as non-executive Chairman after that date.Officer from 2004 through May 2011. Prior to the spin-off of Neenah from Kimberly-Clark Corporation on November 30, 2004 (the "spin-off"), Mr. Erwin had been an employee of Kimberly-Clark since 1978, and had held increasingly
senior positions in both finance and business management. In January 2004, Mr. Erwin was named President of Kimberly-Clark's Pulp and Paper Sector, which comprised the businesses transferred to us by Kimberly-Clark in the spin-off. He served as the President of the Global Nonwoven business from early 2001. He has also served as the President of the European Consumer Tissue business, Managing Director of Kimberly-Clark Australia, as well as previously serving as President of the Pulp and Paper Sector, and President of the Technical Paper business. Mr. Erwin received his BS in Accounting and Finance from Northern Illinois University. Mr. Erwin has served as a director of Neenah since November 30, 2004. Mr. Erwin's extensive experience as former CEO of the Company and his vast industry experience and leadership positions make him an effective member of Neenah's Board.
John F. McGovern, age 64,65, is the founder, and since 1999 a partner, of Aurora Capital LLC, a private investment and consulting firm based in Atlanta, Georgia. Prior to founding Aurora Capital, Mr. McGovern served in a number of positions of increasing responsibility at Georgia-Pacific Corporation from 1981 to 1999, including Executive Vice President/Chief Financial Officer from 1994 to 1999. Previously, Mr. McGovern had been Vice President and Director, Forest Products and Package Division of Chase Manhattan Bank. He currently serves as a director of Collective Brands Inc, and Xerium Technologies, Inc. where he serves as audit committee chairman. Mr. McGovern also served as a director of GenTek, Inc. from 2003 to 2009, and Maxim Crane Works Holdings, Inc. from 2005 to 2008. InFrom 2006 the Board appointedto 2010 Mr. McGovern to serveserved as lead director of Neenah's Board for all executive sessions of non-management directors. Mr. McGovern has served as a director of Neenah since January 10, 2006. Mr. McGovern received his BS from Fordham University. Mr. McGovern's extensive experience as the senior financial executive of a multi-national paper products company and his experience as an executive in the financial services industry as well as his experience on other public company boards make him an effective member of Neenah's Board.
Edward Grzedzinski, age 55,56, served as the Chief Executive Officer of NOVA Information Systems from 1993 to 2001, and Vice Chairman of US Bancorp from November 2001 to 2004. Mr. Grzedzinski has over 25 years of experience in the electronic payments industry and was a co-founder of NOVA Information Systems in 1991. Mr. Grzedzinski served as a member of the Managing Committee of US Bancorp, and was a member of the Board of Directors of US Bank, N.A. Mr. Grzedzinski also served
as Chairman of euroConex Technologies, Limited, a European payment processor owned by US Bancorp until November 2004 and was a member of the Board of Directors of Indus International, a global provider of enterprise asset management products and services until April 2005. Mr. Grzedzinski more recently has been named Chairman of the Board of Veracity Payments Solutions. Mr. Grzedzinski has served as a director of Marlin Business Services since May of 2005 and Neenah Paper since November 30, 2004. Mr. Grzedzinski's experience as chief executive officer and chairman of a financial services company and experience on other boards makes him an effective member of Neenah's Board.
Class I Directors—Term Expiring at the 2014 Annual Meeting
TableTimothy S. Lucas, CPA, age 65, has served as an independent consultant on financial reporting issues practicing as Lucas Financial Reporting since 2002. From 1988 to 2002, Mr. Lucas worked at the Financial Accounting Standards Board ("FASB"), where he was the Director of ContentsResearch and Technical Activities, and Chairman of the FASB's Emerging Issues Task Force. Mr. Lucas has served as a director of Neenah since November 30, 2004. Mr. Lucas received his BA in Economics and BS in Accounting from Rice University and his Master of Accounting from the Jesse H. Jones Graduate School, Rice University. Mr. Lucas' experience at FASB and his educational background make him an effective member of Neenah's Board.
Philip C. Moore, age 58, is a partner at McCarthy Tétrault, L.L.P., a national Canadian law firm. Mr. Moore practices corporate and securities law, with particular emphasis on corporate governance and finance, mergers and acquisitions and other business law issues. Mr. Moore has been with McCarthy Tétrault, L.L.P. since 1988. From 1994 to 2000, Mr. Moore was a director of Imax Corporation. He is currently a director of various private companies. Mr. Moore has served as a director of Neenah since November 30, 2004. Mr. Moore received his BA from McMaster University and his LLB from Queen's University. Mr. Moore's educational background and extensive experience in corporate governance and business law makes him an effective member of Neenah's Board.
John P. O'Donnell, age 51, is President and Chief Executive Officer of the Company. Prior to being CEO, Mr. O'Donnell served as Chief Operating Officer of the Company and President, Fine Paper. Mr. O'Donnell was employed by Georgia-Pacific Corporation from 1985 until 2007 and held increasingly senior management positions in the Consumer Products division. Mr. O'Donnell 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. Mr. O'Donnell received his BS from Iowa State University. Mr. O'Donnell has served as a director of Neenah since November 2010. Mr. O'Donnell's extensive experience in the paper and consumer products industries, and his leadership positions in the Company, make him an effective member of Neenah's Board.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors conducts its business through meetings of the full Board and through committees of the Board, consisting of an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee, which we refer to as the Nominating Committee. During 20102011 our Board held sevenfive meetings, the Audit Committee held seveneight meetings, the Compensation Committee held sixeight meetings and the Nominating Committee held four meetings. The Company's Corporate Governance Policies provide that all directors are expected to regularly attend and participate in Board and Committee meetings and encourage the directors to attend the Company's Annual Meeting. In 20102011 all of our directors attended 100%more than 75% of the meetings of the Board and meetings of the committees of which he or she is a member. Neenah holds regularly scheduled executive sessions of non-management directors. Alldirectors and the independent directors hold executive sessions at least once every year without management or the Chairman present. Seven of the Company's directors were in attendance at the 20102011 Annual Meeting.
Audit Committee
The Audit Committee is comprised solely of directors who meet the independence requirements of the New York Stock Exchange ("NYSE") and the Securities Exchange Act of 1934, as amended ("Exchange Act"), and are financially literate, as required by NYSE rules. At least one member of the Audit Committee is an audit committee financial expert, as defined by the rules and regulations of the Securities and Exchange Commission ("SEC"). The Audit Committee has been established in accordance with applicable rules promulgated by the NYSE and SEC. The Audit Committee assists the Board in monitoring:
The Audit Committee is governed by the Audit Committee Charter approved by the Board. The charter is available on our website atwww.neenah.com.
The members of the Audit Committee, which met seveneight times in 2010,2011, are Messrs. Lucas (Chairperson), Moore and Dr. Wood. The Board has determined, based on his experience at the FASB, that Mr. Lucas is an audit committee financial expert within the meaning of the SEC's rules.
Nominating and Corporate Governance Committee
The Nominating Committee is comprised solely of directors who meet the NYSE independence requirements. The Nominating Committee:
The Nominating Committee is governed by the Nominating and Corporate Governance Committee Charter approved by the Board. The charter is available on our website atwww.neenah.com.
The members of the Nominating Committee, which met four times in 2010,2011, are Dr. Leeper (Chairperson), Messrs. McGovern and Grzedzinski.
Compensation Committee
The Compensation Committee is comprised solely of directors who meet NYSE independence requirements, meet the requirements for a "nonemployee director" under the Exchange Act, and meet the requirements for an "outside director" under Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"). The Compensation Committee:
The Compensation Committee is governed by the Compensation Committee Charter approved by the Board. The charter is available on our website atwww.neenah.com.
The members of the Compensation Committee, which met sixeight times in 20102011 are Messrs. Moore (Chairperson), McGovern and Dr. Wood.
Additional information regarding the Compensation Committee's processes and procedures for consideration of executive compensation is provided in the Compensation Discussion and Analysis below.
Independent Directors & Board Structure
Our Amended and Restated Bylaws provide that a majority of the directors on our Board shall be independent. In addition, the Corporate Governance Policies adopted by the Board, described further below, provide for independence standards consistent with NYSE listing standards. Generally, a director does not qualify as an independent director if the director (or in some cases, members of the director's immediate family) has, or in the past three years has had, certain material relationships or affiliations with the Company, its external or internal auditors, or other companies that do business with the Company.
The Board selects from among its members the Chairman of the Board. The Board also elects the Chief Executive Officer of the Corporation.Company. The Board believes that at this time it is appropriate for Sean T. Erwin to serve as the Chairman while John P. O'Donnell serves as Chief Executive Officer and a member of the Board. Mr. Erwin's position as Chairman and Mr. O'Donnell's position as both CEO and a Director provides a continuity of leadership between the senior executive team and the Board and enhances the corporate governance environment of the Board. The Company's Corporate Governance Policy also gives the Board the power to select a lead director. In 2006 the Board selected Mr. McGovern to serve as lead director and he continues in that capacity today. The Board regularly holds scheduled and non-scheduled executive sessions of non-management directors and Mr. McGovern will continue to lead those meetings. Having a lead director and six out of eight independent directors provides Neenah with a sufficient level of oversight, governance and independence without unduly limiting the senior executives from acting in the best interest of the Company and its shareholders.
In evaluating the independence of our independent directors, the Board also considered whether any of the independent directors had any material relationships with Neenah and concluded that no such material relationship existed that would impair their independence. See "Approval of Related Party Transactions" below. In making this determination, the Board relied both on information provided by our directors as well as information developed internally by Neenah. As is currently the case, immediately after the election of the nominees to the Board of Directors, a majority of all directors holding office will be independent directors. The Nominating Committee and the Board have affirmatively determined that six of the Company's eight directors do not have any relationship that would interfere with the exercise of independent judgment in carrying out their responsibilities as directors and are independent in accordance with NYSE listing standards, SEC requirements and our Corporate Governance Policies. Neenah's independent directors are Mary Ann Leeper, Stephen M. Wood, John F. McGovern, Edward Grzedzinski, Timothy S. Lucas and Philip C. Moore.
Nomination of Directors
The Board of Directors is responsible for approving candidates for Board membership. The Board has delegated the screening and recruitment process to the Nominating Committee, in consultation with the Chairman of the Board and Chief Executive Officer. More specifically, our Nominating Committee has adopted, and the Board has ratified, the "Neenah Paper, Inc. Policy Regarding Qualification and Nomination of Director Candidates."
The Nominating Committee seeks to create a Board that is as a whole strong in its collective knowledge of, and diversity of skills and experience with respect to, accounting and finance, management and leadership, vision and strategy, business operations, business judgment, crisis management, risk assessment, industry knowledge, corporate governance, education, background and global markets.
Qualified candidates for director are those who, in the judgment of the Nominating Committee, possess all of the following personal attributes and a sufficient mix of the following experience
attributes to assure effective service on the Board. Personal attributes of a Board candidate considered by the Nominating Committee include: leadership, ethical nature, contributing nature, independence, interpersonal skills, and effectiveness. Experience attributes of a Board candidate considered by the Nominating Committee include: financial acumen, general business experience, industry knowledge, diversity of view-points, special business experience and expertise. When the Nominating Committee reviews a potential new candidate, the Nominating Committee looks specifically at the candidate's qualifications in light of the needs of the Board and our company at that time, given the then current mix of director attributes. Although the Company does not have a specific Board diversity policy, the Nominating Committee looks at the diversity of experience, background and Board composition in recommending director candidates as required by the Nominating Committee's charter.
The Nominating Committee utilizes a variety of methods for identifying and evaluating nominees for director. The Nominating Committee periodically assesses the appropriate size of the Board and whether any vacancies on the Board are expected. In the event that vacancies are anticipated or otherwise arise, the Nominating Committee will seek to identify director candidates based on input provided by a number of sources, including: (i) Nominating Committee members; (ii) other directors of Neenah; (iii) management of Neenah; and (iv) stockholders of Neenah. The Nominating Committee also has the authority to consult with or retain advisors or search firms to assist in the identification of qualified director candidates.
The Nominating Committee will consider nominees recommended by stockholders as candidates for election to the Board. A stockholder wishing to nominate a candidate for election to the Board at the Annual Meeting is required to give written notice to the Secretary of Neenah of his or her intention to make a nomination. Pursuant to our Amended and Restated Bylaws, the notice of nomination must be received by Neenah not less than 50 days nor more than 75 days prior to the Annual Meeting, or if Neenah gives less than 60 days notice of the meeting date, the notice of nomination must be received within 10 days after the Annual Meeting date is announced.
To recommend a nominee, a stockholder should write to Steven S. Heinrichs, Senior Vice President, General Counsel and Secretary of Neenah, at 3460 Preston Ridge Road, Preston Ridge III, Suite 600, Alpharetta, Georgia 30005. Any such recommendation must include:
Once director candidates have been identified, the Nominating Committee will then evaluate each candidate in light of his or her qualifications and credentials and any additional factors that the Nominating Committee deems necessary or appropriate, including those set forth above. Qualified prospective candidates will be interviewed by the Chairman of the Board, the Chief Executive Officer and at least one member of the Nominating Committee. The full Board will be kept informed of the candidate's progress. Using input from such interviews and other information obtained by the Nominating Committee, the Nominating Committee will evaluate whether a prospective candidate is qualified to serve as a director and, if so qualified, will seek full Board approval of the nomination of the candidate or the election of such candidate to fill a vacancy on the Board.
Existing directors who are being considered for re-nomination will be re-evaluated by the Nominating Committee based on each director's satisfaction of the qualifications described above and his or her performance as a director during the preceding year. All candidates submitted by stockholders will be evaluated in the same manner as candidates recommended from other sources, provided that the procedures set forth above have been followed.
All of the current nominees for director are current members of the Board. Based on the Nominating Committee's evaluation of each nominee's satisfaction of the qualifications described above and their performance as directors in 2010,2011, the Nominating Committee determined to recommend the threetwo directors for re-election. The Nominating Committee has not received any nominations from stockholders for the Annual Meeting.
Corporate Governance Policies
We have adopted the Neenah Paper, Inc. Corporate Governance Policies that guide the Company and the Board on matters of corporate governance, including director responsibilities, Board committees and their charters, director independence, director qualifications, director evaluations, director orientation and education, director access to management, Board access to independent advisors, and management development and succession planning. Copies of the Corporate Governance Policies are available on our website atwww.neenah.com.
Code of Business Conduct and Ethics
We have adopted the Neenah Paper, Inc. Code of Business Conduct and Ethics, which applies to all of our directors, officers and employees. The Code of Business Conduct and Ethics meets the requirements of a "code of ethics" as defined by SEC rules and regulations. The Code of Business Conduct and Ethics also meets the requirements of a code of conduct under NYSE listing standards. The Code of Business Conduct and Ethics is available on our website atwww.neenah.com.
Risk Oversight
The Board participates in risk oversight through the Company's Enterprise Risk Evaluation conducted by our Chief Financial Officer and General Counsel, in conjunction with the Company's senior management team. Annual findings are reported to the Audit Committee pursuant to the requirements of its charter and the full Board reviews an annual report of the findings as required by our Corporate Governance Policies.
Communications with the Board of Directors
We have established a process for interested parties to communicate with members of the Board, including non-management members of the Board. If you have any concern, question or complaint regarding any accounting, auditing or internal controls matter, or any issue with regard to our Code of Business Conduct and Ethics or other matters that you wish to communicate to our Board or non-management directors, send these matters in writing to c/o General Counsel, Neenah Paper, Inc., Preston Ridge III, 3460 Preston Ridge Road, Suite 600, Alpharetta, Georgia 30005. Information about our Board communications policy and procedures for processing Board communications for all interested parties can be found on our website atwww.neenah.com under the link "Investor Relations—Corporate Governance—Board of Directors—Board Communications Policy."
Approval of Related Party Transactions
The charter of the Audit Committee requires that the Audit Committee review and approve any transactions that would require disclosure under SEC rules and regulations. To help identify related party transactions and relationships, each director and named executive officer, as such term is used is "Additional Executive Compensation Information—2010 Summary Compensation Table," completes a questionnaire on an annual basis that requires the disclosure of any transaction or relationships that the person, or any member of his or her immediate family, has or will have with the Company. Additionally, the Company's Code of Business Conduct and Ethics prohibits related party transactions and requires that any employee with knowledge of such a transaction provide written notice of the relationship or transaction to the Company's General Counsel. Neither Neenah nor the Board is aware of any matter in 20102011 that required the review and approval of the Audit Committee in accordance with the terms of the charter.
20102011 DIRECTOR COMPENSATION
The Compensation Committee has responsibility for evaluating and making recommendations to the Board of Directors regarding compensation for our nonemployee directors.
Each of our directors who are not employees receives an annual cash retainer fee of $36,000 and is paid $1,500 for each Board and committee meeting attended. The Chairman of the Board receives an additional $25,000 in cash per year. The chairperson of the Audit Committee is paid an additional $10,000 in cash per year, the chairperson of the Compensation Committee is paid an additional $7,500 in cash per year and the chairperson of the Nominating and Corporate Governance Committee is paid an additional $5,000 in cash per year. The Board's Lead Director also receives an additional $10,000 in cash per year. In addition to the cash compensation, toTo ensure that our directors will have an equity ownership interest aligned with our stockholders we also make annual awards of nonqualified stock options and/or restricted stock units under the Neenah Paper, Inc. Omnibus Stock and Incentive Compensation Plan (the "Omnibus Plan") to each nonemployee director. Non-employeeNonemployee directors may choose whether their equity compensation will consist of 100% restricted stock units ("RSUs") or 50% RSUs and 50% non-qualified stock options each year. In 20102011 Mr. McGovern,Moore, Dr. Wood and Dr. Leeper elected to receive 100% RSUs, which grant was a total of 1,9801,600 shares. The remaining three non-employee directors elected to receive 50% RSUs and 50% non-qualified stock options. Their grant consisted of 990800 RSUs and 1,8801,430 options, with an exercise price of $18.90$22.44 (which was the closing price of our common stock on May 19, 2010)18, 2011). The number of stock options and RSUs granted to nonemployee directors is calculated annually using a modified Black Scholes formula used to provide a total equity value equal to the annual retainer fee in the same manner as used to calculate grants for Company employees under the LTCP.Long-Term Compensation Plan ("LTCP"). The stock options become fully vested and exercisable on the first anniversary of the date of grant. The RSUs become fully vested and convert to shares of our common stock on the first anniversary of the date of grant. Employee directors receive no additional compensation and no perquisites for serving on our Board. In December of 2006, Neenah also established the Neenah Paper Directors' Deferred Compensation Plan (the "Directors' Plan"), which enables each of our nonemployee directors to defer a portion of their cash compensation and RSU awards. In 20102011 Mr. McGovern and Dr. Wood participated in the Director's Plan.
In 2011 the Compensation Committee adopted a policy requiring each of our nonemployee directors to own Company stock equal to two times their annual cash retainer. The valuation of restricted stock and options owned by our directors is calculated pursuant to the same guidelines detailed in this Proxy Statement for our named executive officers. All of our nonemployee directors met or exceeded the guidelines as of December 31, 2011.
The following table shows the total compensation paid to each of our nonemployee directors in 2010.2011.
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Total ($) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sean T. Erwin(3) | 32,000 | — | — | 32,000 | |||||||||
Edward Grzedzinski | 49,500 | 17,952 | 14,300 | 81,752 | |||||||||
Mary Ann Leeper | 53,000 | 35,904 | — | 88,904 | |||||||||
Timothy S. Lucas | 65,500 | 17,952 | 14,300 | 97,752 | |||||||||
John F. McGovern | 66,500 | 17,952 | 14,300 | 98,752 | |||||||||
Philip C. Moore | 75,000 | 35,904 | — | 110,904 | |||||||||
Stephen M. Wood | 67,500 | 35,904 | — | 103,404 | |||||||||
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Total ($) | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Edward Grzedzinski | 52,500 | 18,711 | 15,660 | 86,871 | |||||||||
Mary Ann Leeper | 57,500 | 37,422 | — | 94,922 | |||||||||
Timothy S. Lucas | 67,000 | 18,711 | 15,660 | 101,371 | |||||||||
John F. McGovern | 70,000 | 37,422 | — | 107,422 | |||||||||
Philip C. Moore | 72,000 | 18,711 | 15,660 | 106,371 | |||||||||
Stephen M. Wood | 64,500 | 37,422 | — | 101,922 | |||||||||
additional RSUs on the date of each dividend payment and in value to the cash dividend that he would have received. Mr. Moore received 3991 of these RSUs in 2010.
2011.
Compensation Discussion and Analysis
The following section presents an analysis, summary and overview of our compensation policies and programs, including material decisions made under those policies and programs in setting the compensation levels for 20102011 for our "named executive officers" listed below. Following this section under the heading "Additional Executive Compensation Information" we have included certain tables where you will find detailed compensation information for the named executive officers. This section is intended to provide additional details regarding Neenah's compensation practices, as well as the information and process used to create and implement our compensation program for our named executive officers and our other executive officers.
Named Executive Officers
Topics Covered
Our Compensation Discussion and Analysis addresses the following topics:
Compensation Objectives and Philosophy
Neenah's compensation policies are designed to accomplish the following key objectives:
We believe that executive compensation, both long-term and short-term, should be directly linked with performance. Our measures of performance are keyed off of individual responsibilities, Neenah's operational and financial goals and the creation of shareholder value.
Decisions made concerning the total compensation package for our executives take into consideration the individual executive's level of responsibility within Neenah and the performance of Neenah relative to peer companies.companies and the creation of long term shareholder value. We strive to achieve a balanced and competitive compensation package through a mix of base salary, performance-basedperformance-
based cash bonuses, long-term equity based incentives and awards, deferred compensation plans, pension plans and welfare benefits.
Our Compensation-Setting Process
Role of Compensation Committee
The Compensation Committee is responsible for carrying out the Board's responsibilities for determining the compensation for our named executive officers. In that capacity, the Compensation Committee (1) annually reviews and approves the corporate goals and objectives relating to our executive compensation programs; (2) evaluates performance against those goals and objectives; and (3) approves the compensation payable to our named executive officers.
The Role of Shareholder Say-on-Pay Votes
The Company provides its shareholders with the opportunity to cast an annual advisory vote on executive compensation (a "say-on-pay proposal"). At the Company's annual meeting of shareholders held on May 18, 2011, approximately 92% of the votes cast on the say-on-pay proposal at that meeting were voted in favor of the proposal. The Compensation Committee considered these results and believes the voting results reflect strong shareholder support for the Company's approach to executive compensation. As such, the Company did not materially change its approach to executive compensation in 2011. The Compensation Committee will continue to consider the outcome of the Company's say-on-pay votes when making future compensation decisions for the named executive officers.
Use of Compensation Consultants
Neenah's management and the Compensation Committee each separately engage third- party compensation consultants to help them gather data and make informed decisions regarding compensation matters. In 2010, the consultant to management formerly with Hewitt Associates joined2011 Neenah retained Meridian Compensation Partners, LLC ("Meridian"). Neenah retained Meridian to advise management and the Compensation Committee on developments relating to executive compensation generally, provide support to management and the Compensation Committee in their ongoing assessment of the effectiveness of Neenah's compensation policies and programs and review materials prepared by management related to benchmarking and plan designs.
The Compensation Committee charter grants the Compensation Committee authority to independently retain compensation consultants, and in 20102011 the Compensation Committee again engaged Hugessen Consulting Inc. ("Hugessen") to provide it with independent advice and assistance in its deliberations regarding compensation matters. Hugessen reviewed the information provided by Meridianmanagement and assisted the Compensation Committee in assessing 20102011 compensation for Neenah's named executive officers. In addition, Hugessen provided input to assist the Compensation Committee in establishing the 20102011 and 2012 targeted compensation levels and performance criteria under the Company's incentive plans.
The Compensation Committee must pre-approve any additional work of a material nature assigned to its consultants and will not approve any such work that, in its view, could compromise Hugessen's independence as advisor to the committee.Committee. Hugessen does not provide any other services to Neenah. Decisions made by the Compensation Committee are the responsibility of the Committee and reflect factors and considerations in addition to the information and recommendations provided by Hugessen.
Peer Comparison
To assist in evaluating and determining levels of compensation in 20102011 for each element of pay, the Compensation Committee reviewed various sources of data prepared by management and reviewed by Meridian including:
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To develop market figures, compensation opportunities for the named executive officers were compared to the compensation opportunities for similarly situated executives in comparable positions. Hugessen reviewed the results of these analyses and provided feedback to the Compensation Committee in connection with their review of competitive pay practices.
In early 2011, the Compensation Committee began a review of Neenah's peer group. Working with Hugessen, and Meridian, the Compensation Committee reviewed an alternative approach that expanded the industry selection criterion to include other sub-industries within the broader Materials classification, while at the same time tightening the size and scope selection criteria to only include companies that are close in size to Neenah. In addition to revenue, the Compensation Committee considered various factors, including enterprise value, market capitalization, total assets, profitability, business complexity and international presence. As a result of this review the Compensation Committee chose to expand the peer group to a new set of 14 companies, with a focus still on manufacturing companies in paper, pulp, packaging and specialty chemical and a revenue size from $500 million to $1 billion, with a few exceptions based on direct industry competition (Glatfelter, Clearwater Paper, and Wausau Paper).
The new peer group used as part of the review process for 2012 compensation includes:
— AEP Industries Inc. | — Omnova Solutions, Inc | |
— Buckeye Technologies, Inc. | — P.H. Glatfelter Company | |
— Clearwater Paper Corporation | — Quaker Chemical Corp | |
— Headwaters, Inc. | — RTI International Metals Inc. | |
— Innospec, Inc. | — Schweitzer-Mauduit International, Inc. | |
— Kapstone Paper & Packaging Corp | — Wausau Paper Corporation | |
— Myers Industries Inc. | — Zep, Inc. |
Neenah's management and the Compensation Committee do not believe that it is appropriate to establish compensation levels based solely on peer comparisons or benchmarking; however, marketplace information is one of the many factors that we consider in assessing the reasonableness of
compensation. Management and the Compensation Committee believe that information regarding pay practices at other companies is useful to confirm that our compensation practices are competitive in the marketplace.
Executive Officers' Role in Compensation Decisions
Mr. Erwin,O'Donnell, our Chairman,President and Chief Executive Officer, and President, along with our Vice President-Human Resources, make recommendations to our Compensation Committee regarding base salary and target levels for our annual performance bonuses and long-term equity compensation for our executive officers. Mr. ErwinO'Donnell is not involved in setting or approving his own compensation levels. These recommendations are based on the philosophy and analysis described in this Compensation Discussion and Analysis section of this Proxy Statement.
Targeted Compensation Levels
The Compensation Committee establishes targeted total compensation levels and relatedbased upon performance objectives for our executive officers eligible to receive an annual cash bonus opportunity under the Management Incentive Plan ("MIP") and the equity awards under the Long-Term Compensation Plan ("LTCP") as authorized by the Omnibus Plan. In making these determinations, our Compensation Committee is guided by the compensation philosophy described below. Our Compensation Committee also considers historical compensation levels, competitive pay practices at companies in the Peer Group and the relative compensation among Neenah's senior executive officers. The Compensation Committee may also consider industry conditions, corporate performance versus peer companies and the overall effectiveness of Neenah's compensation program in achieving desired performance levels.
As targeted total compensation levels are determined, our Compensation Committee also determines the portion of total compensation that will be contingent, performance-based pay. Performance-based pay includes cash awards under our MIP program and equity awards under our LTCP, which may be earned based on the Company's achievement of performance goals and whose value depends upon long-term appreciation in stock price.
Neenah's compensation philosophy is intended to provide competitive pay within the relevant market by targeting the total compensation opportunities at approximately the median level relativeand to the Peer Group, and reward the executives for short term and long term performance through an overall compensation mix that is targeted to include a minimum of 50% performance based compensation for named executive officers.
Table of Contents Our Chief Executive Officer's compensation in 2011 was 64% performance based at target levels.
Compensation Components
Our executive compensation includes the base components described below, each of which is designed to accomplish specific goals of our compensation philosophy described above. In connection with our discussion of each of such base components, the following questions will be addressed:
Base Salary
Base salary is a critical element of executive compensation because it provides our executives with a base level of monthly income. Individual base salaries for our named executive officers are generally
determined by targetingcomparing total compensation opportunities at a level close to the median of similar positions within the Peer Group as discussed above. Salary increases, if any, are reviewed and approved by the Compensation Committee on an annual basis. Factors considered in base salary increases include the Company's performance over the past year, changes in individual executive responsibility and any shift in the position of base salary together with all other compensation as indicated by our analysis of peer companies.the Peer Group.
This approach to base salary supports our compensation philosophy in that the Compensation Committee has determined that setting the salary at this level allows Neenah to be competitive in attracting and retaining talent, while at the same time a substantial portion of the executive's overall compensation is performance based, thus aligning the executive's and stockholders' interests.
20102011 and 20112012 Base Salary Decisions and Organizational Changes
Base salaries were increased for our named executive officers for 2010 and approved by the Compensation Committee in January of 2010. Mr. Erwin's 2010 base salary was increased from $635,000 to $655,000; Ms. Lind's 2010 base salary was increased from $305,000 to $315,000; Mr. Runsten's base salary was increased from $246,000 to $258,000; and Mr. Heinrichs' 2010 base salary was increased from $265,000 to $274,000. Mr. O'Donnell was named Chief Operating Officer of the Company, effective on June 1, 2010, and his base salary was increased from $350,000 to $390,000 to reflect that promotion. Setting base salary at these levels is aligned with our compensation philosophy to target a base salary range near median while providing that a significant percentage (at least 50%) of our executives' total compensation is performance based and rewards an executive for performance pursuant to the process described above. Base salaries for our named executive officers for 2011 were approved by the Compensation Committee in January of 2011. Mr. Erwin's, Ms. Lind's and Mr. Runsten's 2011 base salaries were not increased. Mr. Heinrichs' 2011 base salary was increased from $274,000 to $290,000.
On November 18, 2010, the Company announced that Mr. Erwin will retire as CEO andO'Donnell became President and that Mr. O'Donnell will become Chief Executive Officer and President of the Company, effective May 18, 2011. As a result of this promotion, effective May 18, 2011, Mr. O'Donnell's (i) 2011 base salary will bewas increased to $525,000, (ii)$525,000. Ms. Schertell was promoted to Senior Vice President, President-Fine Paper, effective on January 1, 2011 target MIP bonus percentage will be increased to 70% of hisand her base salary and (iii) 2011 target LTCP grant will be increased to 100%was set at $264,000.
Base salaries for our named executive officers for 2012 were approved by the Compensation Committee in January of his base salary.2012. Mr. O'Donnell's, MIPMr. Heinrichs' and LTCP grants will be calculated for the entire 2011 year on the basis of his new salary. Accordingly, Mr. O'Donnell will receive an additional LTCP grant on May 18, 2011Runsten's 2012 base salaries were not increased. Ms. Lind's 2012 base salary was increased from $315,000 to reflect the full year value of his LTCP grant on the basis of his new$330,000. Ms. Schertell's 2012 base salary and LTCP grant size.
Table of Contentswas increased from $264,000 to $280,000.
Annual Performance Bonuses
Annual cash incentive bonus opportunities are awarded under the MIP, and are based on our achievement of performance goals established in the beginning of each calendar year. MIP target bonuses are established as a percentage of base salary with a target bonus ranging from 30%40% to 75%70% for named executive officers. The Compensation Committee annually approves the target bonus range based on data provided from the market surveys as previously described and based on the experience and knowledge of the executive and the quality and effectiveness of their leadership within Neenah as determined by the Compensation Committee. The amount of the actual MIP bonus may be adjusted up or down from the target bonus based on Neenah's year-end results (as measured by the objective and subjective criteria set forth in the MIP plan for the applicable year, as previously approved by the Compensation Committee). Actual MIP payments can range from 0-200% of the target bonus for each executive depending on whether the results fall short of, achieve or exceed the identified performance goals.
Under the MIP, the Compensation Committee generally sets a range of possible payments from zero to a maximum percentage of the target award based on its belief that no bonus should be earned if performance is below established thresholds and its determination that the top end of the range should provide an appropriate incentive for management to achieve exceptional performance. Under the MIP, specific performance measures and thresholds are based on key metrics that support Neenah's short-term and long-term strategies as determined by the Compensation Committee in consultation with Mr. O'Donnell, based on key metrics that support the achievement of Neenah's CEO.short-term and long-term strategic objectives.
Annual performance bonuses support our compensation philosophy in that they: (i) reward Neenah's executives for meeting and exceeding goals that contribute to Neenah's short-term and long-term strategic plan and growth; (ii) promote a performance-based work environment; and (iii) serve as a material financial incentive to attract and retain executive talent.
20102011 Annual Performance Bonus Awards
The performance goals for the 20102011 MIP program were set based on the following performance criteria: (i) adjusted corporate earnings before interest, income taxes, depreciation and amortization ("Corporate EBITDA"), which is calculated as net income plus income tax expenses, plus depreciation expense and amortization expense for intangibles, plus amortization expense for stock options and restricted stock units adjusted for any one time events outside of the ordinary course of business, (ii) business unit earnings before interest and taxes ("EBIT") for our Fine Paper and Technical Products business units, and (iii) progress achieved in implementing the Company's strategic plan. All of the named executive officers had Corporate EBITDA and strategic plan achievement as part of their 20102011 MIP goals. In addition, Mr. O'DonnellMs. Schertell had Fine Paper EBIT and Mr. Runsten had Technical Products EBIT included as an additional 20102011 MIP goal. On a stand-alone basis, each goal could have yielded a payout from 0% to 200%, based on year-end results. At the beginning of 2010,2011, a threshold level, target level and outstanding level of accomplishment were authorized.set for each performance goal. Payouts at threshold, target and outstanding levels are as follows:
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|---|---|---|---|---|---|---|---|---|---|---|---|
| Below Threshold | Threshold | Target | Outstanding | ||||||||
| 0% | 50% | 100% | 200% | ||||||||
Each goal was set at levels that both the Compensation Committee and management believed to be difficult but attainable, and achievements would reflect significant performance by the Company. Year-end Corporate EBITDA was $87.4 million, which yielded a payment of 200% of target on this objective. Technical Products EBIT was $29.26 million, which yielded a payment of 200% of target. Fine Paper EBIT was $37.1 million, which yielded a payment of 165% of target. The strategic plan
objective was paid out at 125%150% of target reflecting improvement in operating margins, new producta set of strategic objectives considered critical for long-term growth. The objectives included the successful start-up of a second melt blown line and completion of an R&D center in Germany, progress on internationalization in Technical Products including establishment of a registered sales filtration strategy implementation, safetyoffice in China, and credit metrics.the development of a rigorous process to identify and review potential growth opportunities, which enabled the Company to assess and pursue the Wausau premium fine paper brand acquisition.
The performance goals and results for each of the financial metrics in 2011 were as follows:
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Metric ($MM) | Threshold | Target | Outstanding | 2011 Results | Payout % | |||||||||
| Corp. EBITDA | 87.4 | 92.1 | 105.9 | 94 | 114% | |||||||||
| Fine Paper EBIT | 33.2 | 35.8 | 41.2 | 40 | 172% | |||||||||
| Tech Products EBIT | 28.6 | 36.8 | 42.4 | 34 | 86% | |||||||||
Based on the process described above, MIP payments were awarded as follows: Mr. Erwin's 2010O'Donnell's 2011 target MIP award was established at 75% of base salary and he received 175%123% of this target amount ($860,916)452,025); Ms. Lind's 20102011 target MIP award was established at 50% of base salary and she received 175%123% of this target amount ($276,019)213,098); Mr. Runsten's 20102011 target MIP award was established at 45% of base salary and he received 181%111% of this target amount ($210,431)128,291); Mr. Heinrichs' 20102011 target MIP award was established at 45% of base salary and he received 175%123% of this target amount ($240,093)178,352); Mr. O'Donnell's 2010Ms. Schertell's 2011 target MIP award was established at 60%45% of base salary and heshe received 172%152% of this target amount ($387,392)180,576).
Long-Term Equity Compensation
Long-term equity incentives under the LTCP consist of stock options and performance share units, granted on an annual basis, with stock option awards representing approximately 30% of the total value of the equity incentive awards and performance shares representing approximately 70% of the total value of the equity award granted to an executive officer for that year. This reflects the Company's desire to emphasize the performance based incentives in the LTCP. The total target LTCP grants are
set at the beginning of the year for each named executive officer at a minimum of 30% of the executive's base salary. For 2010 and subsequent years, theThe Company will grantgrants 100% of the options in conjunction with the first Board meeting of each fiscal year. Each year the Compensation Committee reviews and approves a target number of performance share units for each of our named executive officers and each other participant in the LTCP plan. The number of units actually earned by each participant is determined by the Company's corporate performance. The range of possible awards is set by the Compensation Committee based on its: (i) belief that a minimal award shall be granted if the performance measures are significantly below target levels; and (ii) determination that the top end of the range provided an appropriate incentive for management to achieve exceptional performance.
The combination of stock options and performance share units focuses our executives on Neenah's financial performance and increasing shareholder value. It is aligned with and supports our stock ownership policy. Long-term incentives also help retain employmentemployees during the performance periods.
20102011 LTCP Awards
For 2010,2011, the Compensation Committee approved equity grants under the LTCP for our named executive officers with target values ranging from 30% to 110%100% of base salary pay. For each of our named executive officers, the value was divided into awards of non-qualified stock options and a target number of performance share units, with 70% of the value in performance share units and 30% of the value in options. The range of possible awards under the LTCP was selected to tie a substantial percentage of their compensation to Neenah's performance.
The number of stock options to be awarded to each named executive officer in 20102011 was determined by dividing the value of the portion of the LTCP award to be awarded as stock options (determined by the Compensation Committee as described above) by the fair value of one stock option (determined using a modified Black- Scholes formulas as modeled by Meridian), and then rounded to the nearest hundred to produce the number of shares subject to the applicable option award. The process described above resulted in grants of options in 20102011 to purchase a total of 37,60011,500 shares for Mr. Erwin; 12,300O'Donnell; 7,700 shares for Ms. Lind; 8,6005,700 shares for Mr. Heinrichs; 7,4004,700 shares for Mr. Runsten and 14,1004,800 shares for Mr. O'Donnell.Ms. Schertell. The exercise price of the option award was set based on the closing price of our common stock on the date of grant. Each grant of options made in 20102011 vests in increments of 33.34%, 33.33% and 33.33% over a three year period, with vesting occurring on each anniversary of the applicable grant.
Table of Contentsgrant and a ten year term to exercise.
The target number of performance share units to be awarded to each named executive officer in 20102011 was determined by dividing the value of the portion of the LTCP award to be awarded as performance share units (determined by the Compensation Committee as described above) by 90% of the stock price as of January 28, 2010,2011, and then rounded to the nearest hundred shares. We discount stock price by 10% to factor in the fact that the full value of the grant may not be realized, due to resignations, terminations, etc. The target number of 20102011 performance share units will beare increased or decreased (to an amount equal to between 40% to 200% of the target number) prior to being converted to actual shares at the beginning of 2013.2014. After the end of the performance period, the adjustment of the target number of shares will be calculated based on the Company's achievement of performance goals relative to the following criteria: year over year improvement in Technical Products sales, year over year improvementgrowth in return on invested capital, cash flow from the Fine Paper business and relative Total Shareholder Return.total shareholder return ("Relative TSR"). The Total Shareholder ReturnRelative TSR (including dividend yield), will be compared against an average of a group of paper, packaging and specialty companies and the Russell 2000 Value Index. The paper, packaging and specialtyThis group of companies will be weighted 75% and the Russell Index will be weighted at 25%. The twelve companies include:in this group are: P.H. Glatfelter Company, Schweitzer-Mauduit International Inc., Wausau Paper Corporation, Boise, Buckeye Technologies, Verso, Mineral Technologies, Polypore, Omnova, Kapstone, AEP Industries, and CSS Industries. An average is used to eliminate the effects of revenue and company size. The payout levels for the performance share unit
metrics include a 0% payout below threshold, 100% payout at target, and 200% payout at outstanding. The specific targets and results in 2011 were as follows:
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|---|---|---|---|---|---|---|---|---|---|---|
| Metric | Threshold | Target | Outstanding | 2011 Results | Payout % | |||||
| Return on Capital | Increase of 50 basis points | Increase of 80 basis points | Increase of greater than 150 basis points | Increase of 130 basis points | 171% | |||||
| Improvement in Technical Products Sales | 2% growth | 6% growth | More than 13% growth | 6.1% | 102% | |||||
| Fine Paper Cash Flow | $37 million | $40 million | Greater than $45 million | $47 million | 200% | |||||
| Relative TSR (straight line interpolation for results between levels) | -6% versus peer group | Equal to peer group | 12% points higher than peer group | 14% higher than peer group | 200% | |||||
Based on the process described above and our performance against the targets noted, performance share unit ("PSU") grants were awarded at 168% of target as follows: Mr. O'Donnell's 2011 target PSU grant was established at 100% of base salary represented by 20,000 target shares, and he earned 33,400 shares. Ms. Lind's target was 75% of base salary represented by 9,400 target shares, and she earned 15,727 shares. Mr. Heinrichs' target was 60% of base salary represented by 7,000 target shares, and he earned 11,711 shares. Ms. Schertell's target was 55% of base salary represented by 5,800 target shares and she earned 9,704 shares. Mr. Runsten's target percent was 55% of base salary represented by 5,700 target shares and he earned 9,537 shares.
The earned shares are now in a two year hold period and are still subject to forfeiture based on continued employment. All shares are scheduled to be released to active participants after December 31, 2013.
2012 CEO Special Option Grant
Mr. O'Donnell assumed the position as our President and Chief Executive Officer on May 18, 2011. In order to provide Mr. O'Donnell with an incentive and reward for leading the Company in achieving sustained absolute shareholder value creation over the first five full years of his tenure as CEO, in January of 2012, the Compensation Committee approved a special grant of 125,000 stock options to Mr. O'Donnell. These options will only be earned and vest if certain absolute shareholder value creation performance conditions are satisfied, as outlined below. These are non-qualified options, granted pursuant to the Omnibus Plan.
The exercise price of the options is $24.09, which is the closing price of the company stock on the date of grant, January 25, 2012. 100% of the options will be earned, vest and be exercisable on December 31, 2016 if, during the 5-year period from the Grant Date to the Vesting Date, Neenah Stock achieves annualized total shareholder return ("TSR") of 11% or above, but if 100% of the options have not been earned as set out above, (i) 25% of the options will nonetheless have been earned and will vest and be exercisable on December 31, 2016 if, during the time period from the Grant Date to a measurement date occurring at the end of the last 90 trading days of 2014, Neenah Stock achieves annualized TSR of 11% or above, and (ii) 25% of the options will nonetheless have been earned and will vest and be exercisable on December 31, 2016 if, during the time period from the Grant Date to a measurement date occurring at the end of the last 90 trading days of 2015, Neenah Stock achieves annualized TSR of 11% or above. All options that are earned as set out above will fully vest and become exercisable on December 31, 2016, and have a 10-year term ending December 31, 2021. All options which have not been earned as set out above by December 31, 2016 shall expire and terminate. The material conditions to vesting and exercise are set forth in greater detail in the
Form 8-K filed by the company dated January 31, 2012. The Compensation Committee believes this grant is consistent with the philosophy to target a greater percentage of Mr. O'Donnell's compensation as performance-based and to align that performance with meaningful absolute increases in stockholder value.
Retirement Benefits
We maintain the Neenah Paper Pension Plan, a tax-qualified defined benefit plan (the "Pension Plan") and the Neenah Paper Supplemental Pension Plan, a non-qualified defined benefit plan (the "Supplemental Pension Plan") which provide tax-deferred retirement benefits for certain of our employees, including Mr. Erwin and Ms. Lind, who were employed by Kimberly-Clark (our predecessor company prior to being spun-off) prior to December 31, 1996. Mr. O'Donnell, Mr. Heinrichs Mr. O'Donnell and Mr. RunstenMs. Schertell do not participate in these plans. Additional information regarding the Pension Plan and the Supplemental Pension Plan can be found in the 20102011 Pension Benefits table later in this Proxy Statement.
We also maintain the Neenah Paper Retirement Contribution Plan (the "Retirement Contribution Plan"), which is a tax-qualified defined contribution plan for employees, including Mr. O'Donnell, Mr. Heinrichs, Mr. Runsten and Mr. O'Donnell,Ms. Schertell, who are ineligible to participate in the Pension Plan and the Supplemental Pension Plan. Further, we maintain a supplemental retirement contribution plan (the "Supplemental RCP") which is a non-qualified defined contribution plan which is intended to provide a tax-deferred retirement savings alternative for amounts exceeding IRS limitations on qualified programs. Additional information regarding the Supplemental RCP can be found in the 20102011 Nonqualified Deferred Compensation table later in this Proxy Statement. We also maintain a 401(k) Plan (the "401(k) Plan"), which is a tax-qualified defined contribution plan available to all of Neenah's U.S. employees.
Neenah and the Compensation Committee believe that the Pension Plan, Supplemental Pension Plan, Retirement Contribution Plan, Supplemental RCP and 401(k) Plan are core components of our compensation program. The plans are competitive with plans maintained by our peer companies and are necessary to attract and retain top level executive talent. Additionally, the plans support the long-term retention of key executives by providing a strong incentive for the executive to remain with Neenah over an extended number of years.
Neenah adopted a deferred compensation plan for its executive officers which became effective in January 2007. The deferred compensation plan enables our executive officers to defer a portion of annual cash compensation (base salary, and non-equity annual awards under our MIP). This plan is intended to assist our executive officers in maximizing the value of the compensation they receive from the Company and assist in their retention. We believe that the deferred compensation plan is a
compensation component consistent with peer companies and supports our goals with respect to executive retention. Additional information regarding the Deferred Compensation Plan can be found in the 20102011 Nonqualified Deferred Compensation table later in this Proxy Statement.
Severance Payments
The Neenah Paper Executive Severance Plan (the "Executive Severance Plan") covers designated officers, including all of our named executive officers, and provides certain severance benefits upon termination of employment following a change in control of Neenah. Upon termination of the officer's employment by Neenah without "cause" or by the officer for "good reason" (as defined in the Executive Severance Plan) within the two-year period following a change in control or a termination by us without "cause" during the one-year period preceding such a change in control, the officer will be entitled to a lump-sum cash payment equal to the sum of: (i) two times the sum of his annual base salary and targeted annual bonus; (ii) any qualified retirement plan benefits forfeited as a result of such termination; (iii) the amount of retirement benefits such officer would have received under the
qualified and supplemental retirement plans but for his or her termination for the two-year period following his or her termination; (iv) the cost of medical and dental COBRA premiums for a period of two years; and (v) a cash settlement of any accrued retiree welfare benefits. In addition, the officer will be eligible to receive outplacement services for a period of two years (up to a maximum cost to us of $50,000).
Payment of the benefits under the Executive Severance Plan is subject to the applicable executive executing an agreement that includes restrictive covenants and a general release of claims against us. These benefits are intended to recruit and retain key executives and provide continuity in Neenah's management in the event of a change in control. We believe the Executive Severance Plan is consistent with similar plans maintained by our peer companies and therefore is a core component of our compensation program necessary to attract and retain key executives. In 2011 the Compensation Committee closed the Executive Severance Plan to new participants and determined that it would phase out the excise tax gross up provision in the Executive Severance Plan over time for the current named executive officers.
Timing of Compensation
Base salary adjustments, if any, are made by our Compensation Committee at the first meeting of each fiscal year (with the adjustments effective as of January 1 of that same year). Stock option grants and performance share unit target levels and awards are made in the manner described above. We do not coordinate the timing of equity awards with the release of non-public information. The exercise price of the stock options is established at the fair market value of the closing price of our stock on the date of the grant.
Tax and Accounting Consideration
In general, the tax and accounting treatment of compensation for our named executive officers has not been a core component used in setting compensation. In limited circumstances we do consider such treatment and attempt to balance the cost to Neenah against the overall goals we intend to achieve through our compensation philosophy. In particular, our intent is to maximize deductibility of our named executive officers' compensation under Code Section 162(m) while maintaining the flexibility necessary to appropriately compensate our executives based on performance and the existing competitive environment. The MIP and LTCP programs are performance based and are designed to be fully deductible under Code Section 162(m).
Stock Ownership Guidelines
The Compensation Committee has adopted stock ownership guidelines to foster long-term stock holdings by company leadership. These guidelines create a strong link between stockholders' and management's interests. Named executive officers are required to own a designated multiple of their respective annual salaries. Mr. ErwinO'Donnell is required to own 6 times his annual salary, Ms. Lind is required to own 3 times his annual salary, Ms. Lind and
Mr. O'Donnell are required to own 2 times theirher annual salary and all the remaining named executive officers are required to own 1.52 times their annual salaries. Each of the named executive officerofficers is given a five year windowrequired to hold at least 50% of their annual performance share grants until they reach the ownership guidelines, with a requirement of achieving 20% in each year.guidelines. The following holdings are counted toward fulfilling guidelines, with each being valued using our stock price as of December 31 of each year; (i) stock held in the 401(k) plan, other deferral plans, outright or in brokerage accounts; (ii) performance share units or restricted stock units earned but not vested or not paid out; and (iii) one-third'in the money' value of vested or unvested stock options and SARs.options. Penalties for failure to meet the guidelines include payment of MIP compensation in Neenah stock and reduction of LTCP compensation. All of our named executive officers met or exceeded the guidelines as of December 31, 2010.2011. In 2011 the Compensation Committee adopted a policy requiring each of our nonemployee directors to own Company stock equal to two times their annual cash retainer. The valuation of
restricted stock and options owned by our directors is calculated pursuant to the same guidelines detailed for our named executive officers above. All of our nonemployee directors met or exceeded the guidelines as of December 31, 2010.2011.
Clawback Policy
In 2010 the The Compensation Committee adopted a "clawback Policy"policy" for all executives and other employees participating in our MIP program concerning the future payment of MIP payments and long term equity grants under the LTCP program. This new policy gives the Board the authority to reclaim certain overstated payments made to Neenah employees due to materially inaccurate results presented in the Company's audited financial statements.
The Compensation Committee oversees Neenah's compensation policies and programs on behalf of the Board. In fulfilling this responsibility, the Compensation Committee has reviewed and discussed with Neenah's management the Compensation Discussion and Analysis included in this Proxy Statement. In reliance on such review and discussions, the Compensation Committee recommended to Neenah's Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and in the Company's Annual Report on Form 10-K for the year ended December 31, 2010.2011.
| Compensation Committee: | ||
Philip C. Moore, Chairman John F. McGovern Stephen M. Wood |
PROPOSAL 2—
ADVISORY VOTE ON EXECUTIVE COMPENSATION
Recently enacted federal legislation (SectionSection 14A of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) requires that we include in this proxy statement a non-binding stockholder vote on our executive compensation as described in this proxy statement (commonly referred to as "Say-on-Pay") and a non-binding stockholder vote to advise on whether the frequency of the Say-on-Pay vote should occur every one, two or three years..
We encourage stockholders to review the Compensation Discussion and Analysis ("CD&A") section beginning on page 19 above.of this proxy statement. Our executive compensation program has been designed to pay for performance and align our compensation programs with business strategies focused on long-term growth and creating value for stockholders while also paying competitively and focusing on total compensation. The Company's executive compensation programs are designed to attract, motivate and retain highly qualified executive officers who are able to achieve corporate objectives and create stockholder value. The Compensation Committee believes the Company's executive compensation programs reflect a strong pay-for-performance philosophy and are well aligned with the stockholders' long-term interests without promoting excessive risk. We feel this design is evidenced by the following:
The Board strongly endorses the Company's executive compensation program and recommends that stockholders vote in favor of the following resolution:
RESOLVED, that the stockholders approve the compensation of the Company's named executive officers as described in this proxy statement under "Executive Compensation", including the Compensation Discussion and Analysis and the tabular and narrative disclosure contained in this proxy statement.
Because the vote is advisory, it will not be binding upon the Board of Directors or the Compensation Committee and neither the Board of Directors nor the Compensation Committee will be required to take any action as a result of the outcome of the vote on this proposal. The Compensation Committee will consider the outcome of the vote when considering future executive compensation arrangements.
The Board of Directors unanimously recommends that the stockholders vote "FOR" the approval of the Company's executive compensation.
PROPOSAL 3—ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE ON EXECUTIVE COMPENSATION
As mentioned above, recently enacted legislation requires that we include in this proxy statement a separate non-binding stockholder vote to advise on whether the frequency of the Say-on-Pay vote should occur every one, two or three years. You have the option to vote for any one of the three options, or to abstain on the matter.
The Board has determined that an advisory vote on executive compensation every one year is the best approach for the Company based on a number of considerations, including the following:
Although the vote is non-binding, our Board of Directors will take into account the outcome of the vote when making future decisions about the Company's executive compensation policies and procedures. The Company's stockholders also have the opportunity to provide additional feedback on important matters involving executive compensation. As discussed under "Corporate Governance—Communications with the Board" the Company provides stockholders an opportunity to communicate directly with the Board, including on issues of executive compensation. In addition, the rules of the New York Stock Exchange require the Company to seek stockholder approval for new employee equity compensation plans and material revisions thereto.
The Board of Directors unanimously recommends that the stockholders vote to conduct an advisory vote on executive compensation every "One Year."
ADDITIONAL EXECUTIVE COMPENSATION INFORMATION
Summary Compensation Table
The following table reflects compensation paid to or earned by our named executive officers for services rendered during 2011, 2010, 2009, and 2008:2009:
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| Name and Principal Position | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | ||||||||||||||||||||||||||||||||||
Sean T. Erwin | 2010 | 655,000 | 933,951 | 209,432 | 860,916 | 2,802,047 | 8,383 | 5,469,729 | |||||||||||||||||||||||||||||||||||||||||||
Chairman of the Board, President | 2009 | 635,000 | 498,789 | 393,291 | 498,156 | 1,323,131 | 8,418 | 3,356,785 | |||||||||||||||||||||||||||||||||||||||||||
and Chief Executive Officer | 2008 | 635,000 | 204,605 | 295,705 | 119,063 | 53,844 | 7,938 | 1,316,155 | |||||||||||||||||||||||||||||||||||||||||||
John P. O'Donnell | 2011 | 473,863 | 565,240 | 142,955 | 452,025 | — | 76,802 | 1,710,885 | |||||||||||||||||||||||||||||||||||||||||||
President and | 2010 | 382,750 | 398,152 | 149,237 | 387,392 | — | 51,777 | 1,369,308 | |||||||||||||||||||||||||||||||||||||||||||
Chief Executive Officer | 2009 | 350,000 | 187,443 | 147,918 | 175,175 | — | 33,639 | 894,175 | |||||||||||||||||||||||||||||||||||||||||||
Bonnie C. Lind | Bonnie C. Lind | 2010 | 315,000 | 305,373 | 68,511 | 276,019 | 531,464 | 7,350 | 1,503,717 | 2011 | 315,000 | 253,142 | 62,909 | 213,098 | 438,548 | 7,350 | 1,290,047 | ||||||||||||||||||||||||||||||||||
Senior Vice President, Chief | 2009 | 305,000 | 163,086 | 128,694 | 159,514 | 367,184 | 9,976 | 1,133,454 | |||||||||||||||||||||||||||||||||||||||||||
Financial Officer and Treasurer | 2008 | 305,000 | 66,395 | 96,467 | 38,125 | (15,831 | ) | 8,738 | 498,894 | ||||||||||||||||||||||||||||||||||||||||||
Senior Vice President, Chief | 2010 | 315,000 | 347,432 | 68,511 | 276,019 | 531,464 | 7,350 | 1,545,776 | |||||||||||||||||||||||||||||||||||||||||||
Financial Officer and Treasurer | 2009 | 305,000 | 163,086 | 128,694 | 159,514 | 367,184 | 9,976 | 1,133,454 | |||||||||||||||||||||||||||||||||||||||||||
Steven S. Heinrichs | Steven S. Heinrichs | 2010 | 274,000 | 213,984 | 47,902 | 240,093 | — | 32,746 | 808,725 | 2011 | 290,000 | 188,510 | 46,569 | 178,352 | — | 41,585 | 745,016 | ||||||||||||||||||||||||||||||||||
Senior Vice President, General | 2010 | 274,000 | 243,456 | 47,902 | 240,093 | — | 32,746 | 838,197 | |||||||||||||||||||||||||||||||||||||||||||
Counsel and Secretary | 2009 | 265,000 | 103,782 | 81,969 | 124,735 | — | 26,731 | 602,217 | |||||||||||||||||||||||||||||||||||||||||||
Senior Vice President, General | 2009 | 265,000 | 103,782 | 81,969 | 124,735 | — | 26,731 | 602,217 | |||||||||||||||||||||||||||||||||||||||||||
Counsel and Secretary | 2008 | 265,000 | 43,360 | 61,789 | 29,812 | — | 33,505 | 433,466 | |||||||||||||||||||||||||||||||||||||||||||
John P. O'Donnell | 2010 | 382,750 | 349,953 | 149,237 | 387,392 | — | 51,777 | 1,321,109 | |||||||||||||||||||||||||||||||||||||||||||
Chief Operating Officer | 2009 | 350,000 | 187,443 | 147,918 | 175,175 | — | 33,639 | 894,175 | |||||||||||||||||||||||||||||||||||||||||||
| 2008 | 350,000 | 77,235 | 110,968 | 21,875 | — | 36,194 | 596,272 | ||||||||||||||||||||||||||||||||||||||||||||
Julie A. Schertell | 2011 | 264,000 | 156,194 | 39,216 | 180,576 | — | 35,462 | 675,448 | |||||||||||||||||||||||||||||||||||||||||||
Senior Vice President, and | 2010 | 240,000 | 159,768 | 31,192 | 166,800 | — | 26,406 | 624,166 | |||||||||||||||||||||||||||||||||||||||||||
President—Fine Paper | 2009 | 225,000 | 169,912 | 33,420 | 68,265 | — | 20,336 | 516,933 | |||||||||||||||||||||||||||||||||||||||||||
Dennis P. Runsten | Dennis P. Runsten | 2010 | 258,000 | 182,778 | 41,218 | 210,431 | — | 36,805 | 729,232 | 2011 | 258,000 | 153,501 | 38,399 | 128,291 | 129,633 | 44,394 | 752,218 | ||||||||||||||||||||||||||||||||||
Senior Vice President, and | 2010 | 258,000 | 207,952 | 41,218 | 210,431 | 170,978 | 36,805 | 925,384 | |||||||||||||||||||||||||||||||||||||||||||
President—Technical | 2009 | 246,000 | 96,369 | 76,095 | 118,449 | 116,740 | 28,783 | 682,436 | |||||||||||||||||||||||||||||||||||||||||||
Products Munising | |||||||||||||||||||||||||||||||||||||||||||||||||||
President, Technical Products—U.S. | 2009 | 246,000 | 96,369 | 76,095 | 118,449 | — | 28,783 | 682,436 | |||||||||||||||||||||||||||||||||||||||||||
Sean T. Erwin (6) | 2011 | 327,500 | — | 192,812 | 302,119 | 707,464 | 7,350 | 1,537,245 | |||||||||||||||||||||||||||||||||||||||||||
Former President and Chief | 2010 | 655,000 | 1,062,584 | 209,432 | 860,916 | 2,802,047 | 8,383 | 5,598,362 | |||||||||||||||||||||||||||||||||||||||||||
Executive Officer | 2009 | 635,000 | 498,789 | 393,291 | 498,156 | 1,323,131 | 8,418 | 3,356,785 | |||||||||||||||||||||||||||||||||||||||||||
| 2008 | 246,000 | 39,295 | 57,376 | 33,210 | — | 32,292 | 403,385 | ||||||||||||||||||||||||||||||||||||||||||||
20102011 Grants of Plan Based Awards
The following table contains information relating to the plan based awards grants made in 20102011 to our named executive officers under the Omnibus Plan and is intended to supplement the 20102011 Summary Compensation Table listed above.
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| | | | | | | | | | | All Other Option Awards (3) | | | ||||||||||||||||||||||||
| | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | |||||||||||||||||||||||||||||
| | | | | | Grant Date Fair Value of Stock and Option Awards ($) | |||||||||||||||||||||||||||||||
| | | | | Exercise or Base Price of Option Award ($/SH) | ||||||||||||||||||||||||||||||||
| Name and Principal Position | Plan | Grant Date | Date of Compensation Committee Action | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Number of Securities Underlying Options (#) | ||||||||||||||||||||||||||
John P. O'Donnell | MIP | 01/28/2011 | 183,750 | 367,500 | 735,000 | |||||||||||||||||||||||||||||||
President and Chief | Performance Units | 01/28/2011 | 8,000 | 20,000 | 40,000 | 565,240 | ||||||||||||||||||||||||||||||
Executive Officer | Stock Options | 01/28/2011 | 11,500 | 19.25 | 142,955 | |||||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||||||||
Bonnie C. Lind | MIP | 01/28/2011 | 78,750 | 157,500 | 315,000 | |||||||||||||||||||||||||||||||
Senior Vice President, | Performance Units | 01/28/2011 | 3,760 | 9,400 | 18,800 | 253,142 | ||||||||||||||||||||||||||||||
Chief Financial Officer | Stock Options | 01/28/2011 | 7,700 | 19.25 | 62,909 | |||||||||||||||||||||||||||||||
and Treasurer | ||||||||||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||||||||
Steven S. Heinrichs | MIP | 01/28/2011 | 72,500 | 145,000 | 290,000 | |||||||||||||||||||||||||||||||
Senior Vice President, | Performance Units | 01/28/2011 | 2,800 | 7,000 | 14,000 | 188,510 | ||||||||||||||||||||||||||||||
General Counsel and | Stock Options | 01/28/2011 | 5,700 | 19.25 | 46,569 | |||||||||||||||||||||||||||||||
Secretary | ||||||||||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||||||||
Julie A. Schertell | MIP | 01/28/2011 | 59,400 | 118,800 | 237,600 | |||||||||||||||||||||||||||||||
Senior Vice President, | Performance Units | 01/28/2011 | 2,320 | 5,800 | 11,600 | 156,194 | ||||||||||||||||||||||||||||||
and President—Fine | Stock Options | 01/28/2011 | 4,800 | 19.25 | 39,216 | |||||||||||||||||||||||||||||||
Paper | ||||||||||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||||||||
Dennis P. Runsten | MIP | 01/28/2011 | 58,060 | 116,100 | 232,200 | |||||||||||||||||||||||||||||||
Senior Vice President, | Performance Units | 01/28/2011 | 4,280 | 5,700 | 11,400 | 153,501 | ||||||||||||||||||||||||||||||
and President—Technical | Stock Options | 01/28/2011 | 4,700 | 19.25 | 38,399 | |||||||||||||||||||||||||||||||
Products Munising | ||||||||||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||||||||
Sean T. Erwin | Stock Options | 01/28/2011 | 23,600 | 19.25 | 192,812 | |||||||||||||||||||||||||||||||
Former President and | ||||||||||||||||||||||||||||||||||||
Chief Executive Officer | ||||||||||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||||||||
| | |||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | All Other Option Awards (3) | | | |||||||||||||||||||||||||
| | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | ||||||||||||||||||||||||||||||
| | | | | | Grant Date Fair Value of Stock and Option Awards ($) | ||||||||||||||||||||||||||||||||
| | | | | Exercise or Base Price of Option Award ($/SH) | |||||||||||||||||||||||||||||||||
| Name and Principal Position | Plan | Grant Date | Date of Compensation Committee Action | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Number of Securities Underlying Options (#) | |||||||||||||||||||||||||||
Sean T. Erwin | MIP | 01/28/2010 | 245,625 | 491,250 | 982,500 | ||||||||||||||||||||||||||||||||
Chairman of the Board, | Performance Units | 02/26/2010 | 10,475 | 41,900 | 83,800 | 106,2584 | |||||||||||||||||||||||||||||||
President and Chief | Stock Options | 01/28/2010 | 37,600 | 13.38 | 20,9432 | ||||||||||||||||||||||||||||||||
Executive Officer | |||||||||||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||||||||||
John P. O'Donnell | MIP | 01/28/2010 | 117,000 | 234,000 | 468,000 | ||||||||||||||||||||||||||||||||
Chief Operating | Performance Units | 02/26/2010 | 3,925 | 15,700 | 31,400 | 398,152 | |||||||||||||||||||||||||||||||
Officer | Stock Options | 01/28/2010 | 14,100 | 13.38 | 78,537 | ||||||||||||||||||||||||||||||||
| Stock Options | 04/01/2010 | 10,000 | 16.49 | 70,700 | |||||||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||||||||||
Dennis P. Runsten | MIP | 01/28/2010 | 58,050 | 116,100 | 232,200 | ||||||||||||||||||||||||||||||||
President, Technical | Performance Units | 02/26/2010 | 2,050 | 8,200 | 16,400 | 207,952 | |||||||||||||||||||||||||||||||
Products—U.S. | Stock Options | 01/28/2010 | 7,400 | 13.38 | 41,218 | ||||||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||||||||||
Bonnie C. Lind | MIP | 01/28/2010 | 78,750 | 157,000 | 315,000 | ||||||||||||||||||||||||||||||||
Senior Vice President, | Performance Units | 02/26/2010 | 3,425 | 13,700 | 27,400 | 347,432 | |||||||||||||||||||||||||||||||
Chief Financial Officer | Stock Options | 01/28/2010 | 12,300 | 13.38 | 68,511 | ||||||||||||||||||||||||||||||||
and Treasurer | |||||||||||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||||||||||
Steven S. Heinrichs | MIP | 01/28/2010 | 68,500 | 137,000 | 274,000 | ||||||||||||||||||||||||||||||||
Senior Vice President, | Performance Units | 02/26/2010 | 2,400 | 9,600 | 19,200 | 243,456 | |||||||||||||||||||||||||||||||
General Counsel and | Stock Options | 01/28/2010 | 8,600 | 13.38 | 47,902 | ||||||||||||||||||||||||||||||||
Secretary | |||||||||||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||||||||||
Outstanding Equity Awards at 20102011 Fiscal Year-End
The following table sets forth information concerning outstanding equity awards for our named executive officers as of December 31, 2010.2011.
| | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Option Awards | Stock Awards | Option Awards | Stock Awards | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Name and Principal Position | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units or Stock That Have Not Vested | Market Value of shares or Units of Stock | 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 ($) | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units or Stock That Have Not Vested | Market Value of shares or Units of Stock | 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 ($) | ||||||||||||||||||||||||||||||||||||||
Sean T. Erwin | 45,307 | 0 | 0 | 37.59(1) | 02/21/2011 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Chairman of the Board, | 6,642 | 0 | 0 | 37.59(2) | 02/21/2011 | |||||||||||||||||||||||||||||||||||||||||||||||||||
John P. O'Donnell | 10,000 | 0 | 0 | 32.55(15) | 10/31/2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||
President and Chief | 51,949 | 0 | 0 | 32.87(3) | 02/17/2012 | 8,800 | 0 | 0 | 25.70(10) | 01/29/2018 | ||||||||||||||||||||||||||||||||||||||||||||||
Executive Officer | 51,949 | 0 | 0 | 24.01(4) | 02/16/2013 | 8,800 | 0 | 0 | 17.98(11) | 07/27/2018 | ||||||||||||||||||||||||||||||||||||||||||||||
| 135,700 | 0 | 0 | 32.60(5) | 12/15/2014 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| 17,300 | 0 | 0 | 33.19(6) | 02/20/2015 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| 17,300 | 0 | 0 | 31.70(7) | 08/21/2015 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| 19,150 | 0 | 0 | 27.58(8) | 02/07/2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| 19,150 | 0 | 0 | 29.43(9) | 08/06/2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| 15, 050 | 0 | 0 | 36.15(10) | 02/06/2017 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| 15,050 | 0 | 0 | 37.58(11) | 08/06/2017 | 18,467 | 9,233 | 0 | 7.41(12) | 01/28/2019 | |||||||||||||||||||||||||||||||||||||||||||||||
| 15,633 | 7,817 | 0 | 25.70(12) | 01/29/2018 | 18,467 | 9,233 | 0 | 8.99(13) | 07/28/2019 | |||||||||||||||||||||||||||||||||||||||||||||||
| 15,633 | 7,817 | 0 | 17.98(13) | 07/27/2018 | 4,700 | 9,400 | 0 | 13.38(14) | 01/27/2020 | |||||||||||||||||||||||||||||||||||||||||||||||
| 18,550 | 49,100 | 0 | 7.41(14) | 01/28/2019 | 3,334 | 6,666 | 0 | 16.49(19) | 03/31/2020 | |||||||||||||||||||||||||||||||||||||||||||||||
| 24,550 | 49,100 | 0 | 8.99(15) | 07/28/2019 | 11,500 | 0 | 19.25(20) | 1/27/2021 | ||||||||||||||||||||||||||||||||||||||||||||||||
| 37,600 | 0 | 14.09(16) | 01/27/2020 | 4,900 | 0 | 22.44(21) | 5/18/2021 | |||||||||||||||||||||||||||||||||||||||||||||||||
| 16,637(18) | 327,416 | 48,543(16) | 1,083,480 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| 47,100(19) | 926,928 | 24,767(17) | 552,799 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| 72,906(20) | 1,434,790 | 33,460(18) | 746,827 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Bonnie C. Lind | 4,963 | 0 | 0 | 37.59(1) | 02/21/2011 | 2,568 | 0 | 0 | 32.87(1) | 02/17/2012 | ||||||||||||||||||||||||||||||||||||||||||||||
Senior Vice President, | 2,568 | 0 | 0 | 32.87(3) | 02/17/2012 | 47,500 | 0 | 0 | 32.60(3) | 12/15/2014 | ||||||||||||||||||||||||||||||||||||||||||||||
Chief Financial Officer | 47,500 | 0 | 0 | 32.60(5) | 12/15/2014 | 6,100 | 0 | 0 | 33.19(4) | 02/20/2015 | ||||||||||||||||||||||||||||||||||||||||||||||
and Treasurer | 6,100 | 0 | 0 | 33.19(6) | 02/20/2015 | 6,100 | 0 | 0 | 31.70(5) | 08/21/2015 | ||||||||||||||||||||||||||||||||||||||||||||||
| 6,100 | 0 | 0 | 31.70(7) | 08/21/2015 | 4,533 | 0 | 0 | 27.58(6) | 02/07/2016 | |||||||||||||||||||||||||||||||||||||||||||||||
| 4,533 | 0 | 0 | 27.58(8) | 02/07/2016 | 6,800 | 0 | 0 | 29.43(7) | 08/06/2016 | |||||||||||||||||||||||||||||||||||||||||||||||
| 6,800 | 0 | 0 | 29.43(9) | 08/06/2016 | 4,900 | 0 | 0 | 36.15(8) | 02/06/2017 | |||||||||||||||||||||||||||||||||||||||||||||||
| 4,900 | 0 | 0 | 36.15(10) | 02/06/2017 | 4,900 | 0 | 0 | 37.58(9) | 08/06/2017 | |||||||||||||||||||||||||||||||||||||||||||||||
| 4,900 | 0 | 0 | 37.58(11) | 08/06/2017 | 7,650 | 0 | 0 | 25.70(10) | 01/29/2018 | |||||||||||||||||||||||||||||||||||||||||||||||
| 5,100 | 2,550 | 0 | 25.70(12) | 01/29/2018 | 7,650 | 0 | 0 | 17.98(11) | 07/27/2018 | |||||||||||||||||||||||||||||||||||||||||||||||
| 5,100 | 2,550 | 0 | 17.98(13) | 07/27/2018 | 4,006 | 8,033 | 0 | 7.41(12) | 01/28/2019 | |||||||||||||||||||||||||||||||||||||||||||||||
| 0 | 16,066 | 0 | 7.41(14) | 01/28/2019 | 0 | 8,033 | 0 | 8.99(13) | 07/28/2019 | |||||||||||||||||||||||||||||||||||||||||||||||
| 0 | 16,066 | 0 | 8.99(15) | 07/28/2019 | 4,100 | 8,200 | 0 | 13.38(14) | 01/27/2020 | |||||||||||||||||||||||||||||||||||||||||||||||
| 12,300 | 0 | 14.09(16) | 01/27/2020 | 7,700 | 0 | 19.25(20) | 01/27/2021 | |||||||||||||||||||||||||||||||||||||||||||||||||
| 5,399(18) | 106,252 | 42,235(16) | 942,685 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| 15,400(19) | 303,072 | 21,612(17) | 482,380 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| 23,838(20) | 469,132 | 15,727(18) | 351,027 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Steven S. Heinrichs | 20,700 | 0 | 0 | 32.60(5) | 12/15/2014 | 20,700 | 0 | 0 | 32.60(3) | 12/15/2014 | ||||||||||||||||||||||||||||||||||||||||||||||
Senior Vice President, | 2,650 | 0 | 0 | 33.19(6) | 02/20/2015 | 2,650 | 0 | 0 | 33.19(4) | 02/20/2015 | ||||||||||||||||||||||||||||||||||||||||||||||
General Counsel and | 2,650 | 0 | 0 | 31.70(7) | 08/21/2015 | 2,650 | 0 | 0 | 31.70(5) | 08/21/2015 | ||||||||||||||||||||||||||||||||||||||||||||||
Secretary | 3,900 | 0 | 0 | 27.58(8) | 02/07/2016 | 3,900 | 0 | 0 | 27.58(6) | 02/07/2016 | ||||||||||||||||||||||||||||||||||||||||||||||
| 3,900 | 0 | 0 | 29.43(9) | 08/06/2016 | 3,900 | 0 | 0 | 29.43(7) | 08/06/2016 | |||||||||||||||||||||||||||||||||||||||||||||||
| 3,100 | 0 | 0 | 36.15(10) | 02/06/2017 | 3,100 | 0 | 0 | 36.15(8) | 02/06/2017 | |||||||||||||||||||||||||||||||||||||||||||||||
| 3,100 | 0 | 0 | 37.58(11) | 08/06/2017 | 3,100 | 0 | 0 | 37.58(9) | 08/06/2017 | |||||||||||||||||||||||||||||||||||||||||||||||
| 3,267 | 1,633 | 0 | 25.70(12) | 01/29/2018 | 4,900 | 0 | 0 | 25.70(10) | 01/29/2018 | |||||||||||||||||||||||||||||||||||||||||||||||
| 3,267 | 1,633 | 0 | 17.98(13) | 07/27/2018 | 4,900 | 0 | 0 | 17.98(11) | 07/27/2018 | |||||||||||||||||||||||||||||||||||||||||||||||
| 0 | 10,233 | 0 | 7.41(14) | 01/28/2019 | 5,116 | 5,117 | 0 | 7.41(12) | 01/28/2019 | |||||||||||||||||||||||||||||||||||||||||||||||
| 0 | 10,233 | 0 | 8.99(15) | 07/28/2019 | 5,116 | 5,117 | 0 | 8.99(13) | 07/28/2019 | |||||||||||||||||||||||||||||||||||||||||||||||
| 8,600 | 0 | 14.09(16) | 01/27/2020 | 2,867 | 5,733 | 0 | 13.38(14) | 01/27/2020 | ||||||||||||||||||||||||||||||||||||||||||||||||
| 3,526(18) | 69,392 | 5,700 | 0 | 19.25(20) | 01/27/2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||
| 9,800(19) | 192,864 | 26,877(16) | 599,808 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| 16,704(20) | 328,735 | 15,141(17) | 388,014 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| 11,711(18) | 261,390 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | ||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Option Awards | Stock Awards | ||||||||||||||||||||||||||
| | ||||||||||||||||||||||||||||
| Name and Principal Position | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units or Stock That Have Not Vested | Market Value of shares or Units of Stock | 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 ($) | |||||||||||||||||||
John P. O'Donnell | 10,000 | 0 | 0 | 32.55(17) | 10/31/2017 | |||||||||||||||||||||||
Chief Operating Officer | 5,867 | 2,933 | 0 | 25.70(12) | 01/29/2018 | |||||||||||||||||||||||
| 5,867 | 2,933 | 0 | 17.98(13) | 07/27/2018 | ||||||||||||||||||||||||
| 9,234 | 18,466 | 0 | 7.41(14) | 01/28/2019 | ||||||||||||||||||||||||
| 9,234 | 18,466 | 0 | 8.99(15) | 07/28/2019 | ||||||||||||||||||||||||
| 14,100 | 0 | 14.09(16) | 01/27/2020 | |||||||||||||||||||||||||
| 10,000 | 0 | 16.49(21) | 03/31/2020 | |||||||||||||||||||||||||
| 6,281(18) | 123,610 | |||||||||||||||||||||||||||
| 17,700(19) | 348,336 | |||||||||||||||||||||||||||
| 27,318(20) | 537,618 | |||||||||||||||||||||||||||
Dennis P. Runsten | 1,595 | 0 | 0 | 37.59(1) | 02/21/2011 | |||||||||||||||||||||||
President, Technical | 16,957 | 0 | 0 | 37.59(2) | 02/21/2011 | |||||||||||||||||||||||
Products—U.S. | 1,577 | 0 | 0 | 32.87(3) | 02/17/2012 | |||||||||||||||||||||||
| 9,554 | 0 | 0 | 32.87(3) | 02/17/2012 | ||||||||||||||||||||||||
| 5,818 | 0 | 0 | 24.01(4) | 02/16/2013 | ||||||||||||||||||||||||
| 5,870 | 0 | 0 | 24.01(4) | 02/16/2013 | ||||||||||||||||||||||||
| 6,308 | 0 | 0 | 34.61(3) | 04/28/2014 | ||||||||||||||||||||||||
| 11,200 | 0 | 0 | 32.60(5) | 12/15/2014 | ||||||||||||||||||||||||
| 2,250 | 0 | 0 | 33.19(6) | 02/20/2015 | ||||||||||||||||||||||||
| 2,250 | 0 | 0 | 31.70(7) | 08/21/2015 | ||||||||||||||||||||||||
| 2,550 | 0 | 0 | 27.58(8) | 02/07/2016 | ||||||||||||||||||||||||
| 2,550 | 0 | 0 | 29.43(9) | 08/06/2016 | ||||||||||||||||||||||||
| 2,900 | 0 | 0 | 36.15(10) | 02/06/2017 | ||||||||||||||||||||||||
| 2,900 | 0 | 0 | 37.58(11) | 08/06/2017 | ||||||||||||||||||||||||
| 3,033 | 1,517 | 0 | 25.70(12) | 01/29/2018 | ||||||||||||||||||||||||
| 3,033 | 1,517 | 0 | 17.98(13) | 07/27/2018 | ||||||||||||||||||||||||
| 0 | 9,500 | 0 | 7.41(14) | 01/28/2019 | ||||||||||||||||||||||||
| 0 | 9,500 | 0 | 8.99(15) | 07/28/2019 | ||||||||||||||||||||||||
| 7,400 | 0 | 14.09(16) | 01/27/2020 | |||||||||||||||||||||||||
| 3,196(18) | 62,897 | |||||||||||||||||||||||||||
| 9,100(19) | 17,9088 | |||||||||||||||||||||||||||
| 14,268(20) | 28,0794 | |||||||||||||||||||||||||||
| | ||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Option Awards | Stock Awards | ||||||||||||||||||||||||||
| | ||||||||||||||||||||||||||||
| Name and Principal Position | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units or Stock That Have Not Vested | Market Value of shares or Units of Stock | 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 ($) | |||||||||||||||||||
Julie A. Schertell | 5,000 | 0 | 0 | 17.98(11) | 07/27/2018 | |||||||||||||||||||||||
Senior Vice President, | 100 | 3,550 | 0 | 7.41(12) | 01/28/2019 | |||||||||||||||||||||||
and President—Fine Paper | 7,100 | 3,550 | 0 | 8.99(13) | 07/28/2019 | |||||||||||||||||||||||
| 1,867 | 3,733 | 0 | 13.38(14) | 01/27/2020 | ||||||||||||||||||||||||
| 0 | 4,800 | 0 | 19.25(20) | 01/27/2021 | ||||||||||||||||||||||||
| 18,650(16) | 416,268 | |||||||||||||||||||||||||||
| 9,938(17) | 221,816 | |||||||||||||||||||||||||||
| 9,704(18) | 216,593 | |||||||||||||||||||||||||||
Dennis P. Runsten | 1,577 | 0 | 0 | 32.87(1) | 02/17/2012 | |||||||||||||||||||||||
Senior Vice President, | 9,554 | 0 | 0 | 32.87(1) | 02/17/2012 | |||||||||||||||||||||||
and President—Technical | 5,818 | 0 | 0 | 24.01(2) | 02/16/2013 | |||||||||||||||||||||||
Products Munising | 5,870 | 0 | 0 | 24.01(2) | 02/16/2013 | |||||||||||||||||||||||
| 6,308 | 0 | 0 | 34.61(1) | 04/28/2014 | ||||||||||||||||||||||||
| 11,200 | 0 | 0 | 32.60(3) | 12/15/2014 | ||||||||||||||||||||||||
| 2,250 | 0 | 0 | 33.19(4) | 02/20/2015 | ||||||||||||||||||||||||
| 2,250 | 0 | 0 | 31.70(5) | 08/21/2015 | ||||||||||||||||||||||||
| 2,550 | 0 | 0 | 27.58(6) | 02/07/2016 | ||||||||||||||||||||||||
| 2,550 | 0 | 0 | 29.43(7) | 08/06/2016 | ||||||||||||||||||||||||
| 2,900 | 0 | 0 | 36.15(8) | 02/06/2017 | ||||||||||||||||||||||||
| 2,900 | 0 | 0 | 37.58(9) | 08/06/2017 | ||||||||||||||||||||||||
| 4,500 | 0 | 0 | 25.70(10) | 01/29/2018 | ||||||||||||||||||||||||
| 4,500 | 0 | 0 | 17.98(11) | 07/27/2018 | ||||||||||||||||||||||||
| 0 | 4,750 | 0 | 7.41(12) | 01/28/2019 | ||||||||||||||||||||||||
| 0 | 4,750 | 0 | 8.99(13) | 07/28/2019 | ||||||||||||||||||||||||
| 0 | 4,933 | 0 | 13.38(14) | 01/27/2020 | ||||||||||||||||||||||||
| 0 | 4,700 | 0 | 19.25(20) | 01/27/2021 | ||||||||||||||||||||||||
| 24,957(16) | 557,040 | |||||||||||||||||||||||||||
| 12,936(17) | 288,732 | |||||||||||||||||||||||||||
| 9,537(18) | 212,866 | |||||||||||||||||||||||||||
Sean T. Erwin | 51,949 | 0 | 0 | 32.87(1) | 02/17/2012 | |||||||||||||||||||||||
Former President and | 51,949 | 0 | 0 | 24.01(2) | 02/16/2013 | |||||||||||||||||||||||
Chief Executive Officer | 135,700 | 0 | 0 | 32.60(3) | 12/15/2014 | |||||||||||||||||||||||
| 17,300 | 0 | 0 | 33.19(4) | 02/20/2015 | ||||||||||||||||||||||||
| 17,300 | 0 | 0 | 31.70(5) | 08/21/2015 | ||||||||||||||||||||||||
| 19,150 | 0 | 0 | 27.58(6) | 02/07/2016 | ||||||||||||||||||||||||
| 19,150 | 0 | 0 | 29.43(7) | 08/06/2016 | ||||||||||||||||||||||||
| 15,050 | 0 | 0 | 36.15(8) | 02/06/2017 | ||||||||||||||||||||||||
| 15,050 | 0 | 0 | 37.58(9) | 08/06/2017 | ||||||||||||||||||||||||
| 23,450 | 0 | 0 | 25.70(10) | 01/29/2018 | ||||||||||||||||||||||||
| 4,327 | 0 | 0 | 17.98(11) | 07/27/2018 | ||||||||||||||||||||||||
| 7,070 | 0 | 0 | 8.99(13) | 07/28/2019 | ||||||||||||||||||||||||
| 33,600 | 0 | 0 | 13.38(14) | 01/27/2020 | ||||||||||||||||||||||||
| 27,600 | 0 | 0 | 19.25(20) | 01/27/2021 | ||||||||||||||||||||||||
| 129,172(16) | 2,883,119 | |||||||||||||||||||||||||||
| 66,097(17) | 1,475,285 | |||||||||||||||||||||||||||
Option Exercises and Stock Vested in 20102011
The following table sets forth information regarding stock awards vested for our named executive officers in 2010.2011.
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| | Option Awards | Stock Awards | Option Awards | Stock Awards | ||||||||||||||||||||||
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| Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | ||||||||||||||||||
Sean T. Erwin | 6,000 | 68,966 | 11,230 | 157,574 | ||||||||||||||||||||||
John P. O'Donnell | — | — | 6,281 | 122,040 | ||||||||||||||||||||||
Bonnie C. Lind | 16,068 | 172,530 | 3,707 | 51,601 | 12,066 | 151,306 | 5,399 | 104,903 | ||||||||||||||||||
Steven S. Heinrichs | — | — | 3,526 | 68,510 | ||||||||||||||||||||||
Julie A. Schertell | 5,500 | 61,623 | 3,277 | 63,672 | ||||||||||||||||||||||
Dennis P. Runsten | 9,500 | 102,813 | 2,204 | 30,680 | 11,967 | 127,348 | 3,196 | 62,098 | ||||||||||||||||||
Steven S. Heinrichs | 10,234 | 101,726 | 2,405 | 33,475 | ||||||||||||||||||||||
Sean T. Erwin | 153,353 | 1,614,071 | 16,637 | 323,257 | ||||||||||||||||||||||
John P. O'Donnell | — | — | 2,000 | 31,340 | ||||||||||||||||||||||
Pension Plans
The Neenah Paper Pension Plan is a broad-based, tax-qualified defined benefit pension plan, which provides a benefit upon retirement to eligible employees of the Company. The Neenah Paper Supplemental Pension Plan is a non-qualified defined benefit pension plan which covers pay and benefits above the qualified limits in the Pension Plan. The compensation covered by these defined benefit plans includes the salary and non-equity incentive payments set forth above in the Summary Compensation Table. Under our Pension Plan an employee is entitled to receive an annual standard benefit based on years of service and integrated with social security benefits. The Code generally places limits on the amount of pension benefits that may be paid from the tax qualified Pension Plan. However, we will pay any participant in our Supplemental Pension Plan the amount of the benefit payable under the Pension Plan that is limited by the Code.
Retirement benefits for participants in the Pension Plan who have at least five years of service may begin on a reduced basis at age 55, or on an unreduced basis at the normal retirement age of 65. Unreduced benefits also are available (i) for participants with ten years of service at age 62 or as early as age 60 with thirty years of service and (ii) as described below, for certain involuntary terminations. Mr. Erwin ourretired as the company's President and Chief Executive Officer is 59 and is eligible for early retirement on a reduced basis.May 18, 2011. None of our other named executive officers currently is eligible for early retirement under our Pension Plan or Supplemental Pension Plan.
The normal form of benefit is a single-life annuity payable monthly and other optional forms of benefit are available including a joint and survivor benefit. Accrued benefits under our Supplemental Pension Plan will, at the participant's option, either be paid as monthly payments in the same form as the retirement payments from the Pension Plan or as an actuarially determined lump sum payment upon retirement after age 55.
For a discussion of how we value these obligations and the assumption we use in that valuation, see Note 8 to our financial statements included in our 20102011 Annual Report on Form 10-K. For purposes of determining the present value of accumulated benefits, we have used the normal retirement age under the plans, which is 65.
20102011 Pension Benefits
The following table sets forth information as of December 31, 20102011 regarding accumulated benefits to our named executive officers under our Pension Plan and Supplemental Pension Plan.
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| Name | Plan Name | Number of Years Credited Service(1) | Present Value of Accumulated Benefit ($)(3) | Plan Name | Number of Years Credited Service(1) | Present Value of Accumulated Benefit ($)(3) | ||||||||||||
Bonnie C. Lind | Neenah Paper Pension Plan | 30.0 | 923,046 | |||||||||||||||
| Neenah Paper Supplemental | ||||||||||||||||||
| Pension Plan | 30.0 | 1,122,338 | ||||||||||||||||
Dennis P. Runsten | Neenah Paper Pension Plan | 14.2 | 451,228 | |||||||||||||||
| Neenah Paper Supplemental | ||||||||||||||||||
| Pension Plan | 14.2 | 306,485 | ||||||||||||||||
Sean T. Erwin(2) | Neenah Paper Pension Plan | 32.5 | 1,196,033 | Neenah Paper Pension Plan | 33.0 | 1,399,690 | ||||||||||||
| Neenah Paper Supplemental | Neenah Paper Supplemental | |||||||||||||||||
| Pension Plan | 32.5 | 6,490,891 | Pension Plan | 33.0 | 6,916,051 | |||||||||||||
Bonnie C. Lind | Neenah Paper Pension Plan | 29.0 | 728,444 | |||||||||||||||
| Neenah Paper Supplemental | ||||||||||||||||||
| Pension Plan | 29.0 | 878,391 | ||||||||||||||||
20102011 Nonqualified Deferred Compensation
The Supplemental RCP is a nonqualified excess benefit and supplemental retirement plan pursuant to which the Company provides additional retirement benefits to certain highly compensated employees. These companyCompany contributions are intended to provide contributions to those individuals whose benefits under tax-qualified programs are restricted by the limitations permitted by the Internal Revenue Code. Contributions are held for each participant in either an excess benefit or supplemental benefit unfunded separate account. Participant accounts are credited with earnings, gains and losses based on the rate of return of investment funds selected by the participant, which the participant may elect to change in accordance with the participant's elections under the RCP. Payments can be tied to termination of employment, including retirement, and would be paid in lump sum. If a participant dies before receiving the full value of their account balance, the participant's beneficiary would receive the remainder of the benefit in one lump sum payment. All accounts would be immediately distributed upon a change in control, subject to a 10% reduction in a current participant's account and a 5% reduction in an account for a retired participant. Named executive officer participation in the Supplemental RCP in 20102011 is as follows:
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| Name | Executive Contributions in last Fiscal Year | Company Contributions in last Fiscal Year(1) | Aggregate Earnings in last Fiscal Year | Aggregate Withdrawal/ Distributions | Aggregate Balance at Last Fiscal Year | Executive Contributions in last Fiscal Year | Company Contributions in last Fiscal Year(1) | Aggregate Earnings in last Fiscal Year | Aggregate Withdrawal/ Distributions | Aggregate Balance at Last Fiscal Year | ||||||||||||||||||||||
John P. O'Donnell | 0 | $ | 25,816.31 | $ | 5,461.84 | 0 | $ | 51,817.75 | 0 | $ | 50,841.09 | $ | (13,800.78 | ) | 0 | $ | 88,858.06 | |||||||||||||||
Senior Vice President, | ||||||||||||||||||||||||||||||||
Chief Operating Officer | ||||||||||||||||||||||||||||||||
President and Chief | ||||||||||||||||||||||||||||||||
Executive Officer | ||||||||||||||||||||||||||||||||
Steven S. Heinrichs | 0 | $ | 10,377.12 | $ | 2,672.39 | 0 | $ | 45,092.72 | 0 | $ | 19,244.05 | $ | 296.83 | 0 | $ | 64,633.60 | ||||||||||||||||
Senior Vice President, | ||||||||||||||||||||||||||||||||
General Counsel and Secretary | ||||||||||||||||||||||||||||||||
Julie A. Schertell | 0 | $ | 12,541.50 | $ | (365.68 | ) | 0 | $ | 16,629.42 | |||||||||||||||||||||||
Senior Vice President, | ||||||||||||||||||||||||||||||||
Fine Paper | ||||||||||||||||||||||||||||||||
Dennis P. Runsten | 0 | $ | 10,844.54 | $ | 1,468.43 | 0 | $ | 53,412.93 | 0 | $ | 18,433.06 | $ | 1,706.81 | 0 | $ | 73,552.80 | ||||||||||||||||
Senior Vice President, | ||||||||||||||||||||||||||||||||
President U.S. Technical Products | ||||||||||||||||||||||||||||||||
President Technical Products— | ||||||||||||||||||||||||||||||||
Munising | ||||||||||||||||||||||||||||||||
Potential Payments Upon Termination
We do not have employment agreements or other individual arrangements with our named executive officers that provide for specific benefits upon a termination of employment. In general, upon termination of employment, an executive officer will receive compensation and benefits for which he or she has already vested. This includes accrued but unpaid salary, accrued and unused vacation pay, and payments and benefits accrued under our broad-based benefit programs. The following section describes certain payments and benefits that would be payable to our named executive officers in the event of their involuntary termination in connection with a change-in-control of Neenah, or other involuntary termination.
Involuntary Termination in Connection with a Change in Control
The Neenah Paper Executive Severance Plan (the "Executive Severance Plan") covers designated officers, including all of our named executive officers, and provides certain severance benefits upon termination of employment following a change in control of Neenah. Upon termination of the officer's employment by Neenah without "cause" or by the officer for "good reason" (as defined in the Executive Severance Plan) within the two-year period following a change in control or a termination by us without "cause" during the one-year period preceding such a change in control, the officer will be entitled to a lump-sum cash payment equal to the sum of: (i) two times the sum of his annual base salary and targeted annual bonus; (ii) any qualified retirement plan benefits forfeited as a result of such termination; (iii) the amount of retirement benefits such officer would have received under the qualified and supplemental retirement plans but for his or her termination for the two-year period following his or her termination; (iv) the cost of medical and dental COBRA premiums for a period of two years; and (v) a cash settlement of any accrued retiree medical credits. In addition, the officer will be eligible to receive outplacement services for a period of two years (up to a maximum cost to us of $50,000). Payment of the benefits under the Executive Severance Plan is subject to the applicable executive executing an agreement that includes restrictive covenants and a general release of claims against us. The Executive Severance Plan has been designed to limit exposure for any "parachute" excise taxes; but if such excise taxes apply, we will reimburse the officer on an after-tax basis for any excise taxes incurred by that executive due to payments received under the Executive Severance Plan.
The following table shows the payments that would be made to each of our named executive officers under the Executive Severance Plan in connection with a change-in-control termination.
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| Payments | Sean T. Erwin | Bonnie C. Lind | Steven S. Heinrichs | John P. O'Donnell | Dennis P. Runsten | John P. O'Donnell | Bonnie C. Lind | Steven S. Heinrichs | Julie A. Schertell | Dennis P. Runsten | ||||||||||||||||||||||
Severance(1) | 2,292,500 | 945,000 | 822,000 | 1,248,000 | 748,200 | 1,785,000 | 976,500 | 870,012 | 765,600 | 748,200 | ||||||||||||||||||||||
Prorata Bonus Payment(2) | 491,250 | 157,500 | 137,000 | 234,000 | 116,100 | |||||||||||||||||||||||||||
Prorata Non-Equity Incentive Payment(2) | 367,500 | 173,250 | 145,002 | 118,800 | 116,100 | |||||||||||||||||||||||||||
Unvested Stock Option Spread(3) | 1,377,507 | 450,701 | 291,908 | 549,697 | 267,321 | 418,948 | 323,800 | 213,237 | 148,365 | 192,681 | ||||||||||||||||||||||
Unvested Restricted Stock | 1,300,789 | 425,324 | 298,034 | 487,415 | 254,580 | 1,303,867 | 835,393 | 600,899 | 439,637 | 502,781 | ||||||||||||||||||||||
LTCP Payment | 926,928 | 303,072 | 192,864 | 348,336 | 179,088 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||
Retirement Benefit Payment(5) | 318,763 | 254,207 | 52,281 | 99,756 | 155,453 | 143,960 | 282,561 | 55,423 | 48,375 | 212,652 | ||||||||||||||||||||||
Welfare Benefit Values(6) | 25,822 | 39,620 | 39,620 | 39,620 | 39,620 | 43,208 | 43,208 | 47,303 | 43,208 | 43,208 | ||||||||||||||||||||||
Outplacement | 50,000 | 50,000 | 50,000 | 50,000 | 50,000 | 50,000 | 50,000 | 50,000 | 50,000 | 50,000 | ||||||||||||||||||||||
Excise Tax & Gross-Up(7) | 1,411,917 | 678,238 | 508,791 | 871,475 | 503,066 | 1,026,991 | 0 | 421,092 | 411,647 | 426,482 | ||||||||||||||||||||||
Aggregate Payments | 8,195,476 | 3,303,662 | 2,392,498 | 3,928,299 | 2,313,428 | 5,139,474 | 2,684,712 | 2,402,968 | 2,025,632 | 2,292,104 | ||||||||||||||||||||||
Other Involuntary Termination
The Neenah Paper Severance Pay Plan (the "Severance Pay Plan") provides regular severance to our executive officers. Participation in the Severance Pay Plan is conditioned upon each participant's execution of a noncompete agreement. In the event of a qualifying termination, the Severance Pay Plan generally provides officers (including named executive officers) severance equal to one year of base salary.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The following directors served on the Compensation Committee during 2010:2011: Messrs. Moore, McGovern and Dr. Wood. None of the members of the Compensation Committee was an officer or employee of Neenah during 20102011 or any time prior thereto, and none of the members had any relationship with Neenah during 20102011 that required disclosure under Item 404 of Regulation S-K. None of our executive officers serves as a member of the board of directors or compensation committee of any entity that has one or more of its executive officers serving as a member of our Board of Directors or Compensation Committee.
Omnibus Stock and Incentive Compensation Plan
The purpose of the Neenah Paper, Inc. 2004 Omnibus Stock and Incentive Compensation Plan (the "Omnibus Plan") is to encourage ownership in our common stock by those employees, directors and others who have contributed, or are determined to be in a position to contribute, materially to our success, thereby increasing their interest in our long-term success. Grants and awards under the plan may be made to our employees, directors, employees of our affiliated companies, consultants, agents, advisors or independent contractors who perform services for us or our affiliates. The Omnibus Plan was first approved on August 31, 2004 and the performance measures of the Omnibus Plan were last approved by stockholders at the Company's Annual Meeting in 2006.
We have reserved 3,500,000 shares of our common stock for issuance under the Omnibus Plan. The number of shares available for issuance under the Omnibus Plan may be adjusted in the event of any corporate reorganization or transaction. In addition, any outstanding awards would be adjusted to reflect any changes in number of shares or exercise price subject to the awards, upon such a corporate event or upon any unusual or nonrecurring event that affects our stock, if appropriate to prevent unintended dilution or enlargement of awards.
The Omnibus Plan is administered by the Compensation Committee, which consists entirely of independent directors. The Compensation Committee may, from time to time, select participants, determine the extent of awards under the plan and make all other necessary decisions and interpretations under the plan. Under the Omnibus Plan, the Compensation Committee, in its discretion, may grant awards of various types of equity-based compensation, including incentive and nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, and performance units, in addition to certain cash-based awards. Options granted pursuant to the Omnibus Plan have a maximum 10 year exercise term from the grant date. Grants and awards under the Omnibus Plan are made at fair market value and no grant or award may be re-priced after its grant. The terms and conditions of each grant or award are determined by the Compensation Committee at the time of grant and are documented in an award agreement with the participant.
The Omnibus Plan is designed to allow certain awards to meet the requirements for exemptions under Section 16 of the Exchange Act and the tax deductibility requirements for performance-based compensation under Code Section 162(m). The Omnibus Plan specifies that the Compensation Committee may design performance-based grants and awards using performance measures for exercisability, vesting or payment subject to the deduction limits of Code Section 162(m) for our Chief Executive Officer and four other most highly compensated officers based on identified performance
measures approved by stockholders. Performance measures may be used to measure the performance of our company, our affiliates and/or subsidiaries or any combination thereof, and may be compared to the performance of a group of comparable companies or an index, all as determined by the Compensation Committee.
PROPOSAL 4—REAPPROVAL OF THE PERFORMANCE MEASURES UNDERTHE NEENAH PAPER, INC. 2004 OMNIBUS STOCKAND INCENTIVE COMPENSATION PLAN
We are asking stockholders to reaffirm the performance measures for the Omnibus Plan set forth below, as previously approved by the stockholders in 2006. No amendments to the Omnibus Plan are being requested. Under the Omnibus Plan, our compensation committee (for purposes of this proposal, the "Committee") has discretion to grant incentive and nonqualified stock options, stock appreciation rights, restricted stock, performance shares, restricted stock units, performance units, other stock-based awards and cash-based awards. We have reserved 3,500,000 shares of our common stock for issuance under the Omnibus Plan. The Committee can design any award such that the amounts or shares payable or distributed are treated as "qualified performance-based compensation" within the meaning of Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended from time to time (the "Code") and related regulations. The Omnibus Plan contains of list of performance measures upon which such performance goals may be based. Reapproval of these performance measures is needed under Section 162(m) of the Code if Neenah is to preserve its ability to take a federal tax deduction for certain compensation awards.
Section 162(m) of the Code imposes an annual deduction limit of $1 million on the amount of compensation paid to each of the chief executive officer and the four other most highly compensated officers ("162(m) Employees"). This deduction limit does not apply to "qualified performance-based compensation." Stock options granted under the Omnibus Plan are considered qualified performance-based compensation because, among other things, the Omnibus Plan was approved by stockholders and the stock options are granted at no less than fair market value on the grant date. The same would be true for stock appreciation rights, if Neenah were to grant them under the Omnibus Plan. However, other types of awards, such as cash-based awards, restricted stock and restricted stock units, must satisfy additional requirements to be considered qualified performance-based compensation. Specifically, these awards must be subject to performance measures, the "material terms" of which have been approved by stockholders within five years before the grant date.
The material terms of the performance measures set forth in the Omnibus Plan, including (i) individuals eligible to participate, (ii) performance measures, and (iii) annual award limits, were last approved by our stockholders almost five years ago. Therefore, these measures, must be reapproved this year in order to maintain our ability to grant awards that are eligible for deduction as compensation expense in Neenah's federal tax returns.
Material Terms of Performance Measures Under the Omnibus Plan
Eligibility. Participation in the Omnibus Plan is limited to employees of Neenah, its affiliates and/or its subsidiaries, members of the Board of Directors of Neenah, and any consultant, agent, advisor, or independent contractor who renders services to Neenah, its affiliates and/or its subsidiaries that (a) are not in connection with the offer and sale of Neenah's securities in a capital raising transaction, and (b) do not directly or indirectly promote or maintain a market for Neenah's securities.
Objective Performance Measures. The performance measures for awards to 162(m) Employees are based on one or more of the following: (i) net earnings or net income (before or after taxes); (ii) earnings per share; (iii) net sales or revenue growth; (iv) gross or net operating profit; (v) return
measures (including, but not limited to, return on assets, capital, invested capital, equity, sales or revenue); (vi) cash flow (including, but not limited to, operating cash flow, free cash flow, and cash flow return on capital); (vii) earnings before or after taxes, interest, depreciation and/or amortization; (viii) gross or operating margins; (ix) productivity ratios; (x) share price (including, but not limited to, growth measures and total shareholder return); (xi) expense targets; (xii) margins; (xiii) operating efficiency; (xiv) customer satisfaction; (xv) working capital targets; (xvi) economic value added; (xvii) volume; (xviii) capital expenditures; (xix) market share; (xx) costs; (xxi) regulatory ratings; (xxii) asset quality; (xxiii) net worth; and (xxiv) safety. Any performance measure(s) may be used to measure the performance of our company, our affiliates and/or subsidiaries as a whole or any business unit of our company, our affiliates and/or subsidiaries or any combination thereof, and may be compared to the performance of a group of comparator companies or an index, all as determined by the Committee.
Annual Award Limits. Awards under the Omnibus Plan are limited per eligible individual on an annual basis. Subject to the limit of available shares under the Omnibus Plan, the following are the annual limits in any one year to any one participant in the Omnibus Plan:
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Summary of Other Features of the Omnibus Plan
Unless terminated sooner in accordance with the terms of the Omnibus Plan, the Omnibus Plan terminates on December 1, 2014, which is the tenth anniversary of the effective date of the Omnibus Plan. As of March 31, 2011, 2,201,000 shares have been issued and 1,299,000 shares remain available for issuance under the Omnibus Plan. For a summary of the other material terms and features of the Omnibus Plan and the federal tax treatment of awards that may be issued pursuant to the Omnibus Plan, please refer to the Neenah's Proxy Statement for the 2006 Annual Meeting and the Omnibus Plan, both as filed with the SEC.
The Board of Directors unanimously recommends that the stockholders vote "FOR" the proposal to approve the material terms of the performance measures in the Omnibus Plan, including (i) individuals eligible to participate; (ii) objective performance measures; and (iii) annual award limits, all as set forth above.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act and rules and regulations of the SEC thereunder require our directors, officers and persons who beneficially own more than 10% of our common stock, as well as certain affiliates of such persons, to file initial reports of their ownership of our common stock and subsequent reports of changes in such ownership with the SEC. Directors, officers and persons owning more than 10% of our common stock are required by SEC rules and regulations to furnish us with copies of all Section 16(a) reports they file. Based solely on our review of the copies of such reports received by us and on information provided by the reporting persons, we believe that during 2010,2011, our directors, officers and owners of more than 10% of our common stock complied with all applicable filing requirements, except that Mr. Moore filed a Form 4 late on April 7th, 2011March 23, 2012 representing restricted stock units granted in lieu of a quarterly cash dividend granted in 20102011 and 2011. In addition, Ms. Lind filed a Form 4 late on December 6, 2010 representing a cashless option exercise on November 29, 2010, and Mr. Runsten filed a Form 4 late on April 7th, 2011 representing a sale2012.
Table of shares on March 12, 2010.Contents
The Audit Committee assists the Board of Directors in fulfilling its oversight responsibilities relating to the accuracy and integrity of Neenah's financial reporting, including the performance and the independence of Neenah's independent registered public accounting firm, Deloitte & Touche LLP ("Deloitte"). On November 30, 2004, our Board of Directors adopted an Audit Committee Charter, which sets forth the responsibilities of the Audit Committee. The Audit Committee reviewed and discussed with management and Deloitte our audited financial statements for the fiscal year ended December 31, 2010.2011. The Audit Committee also discussed with Deloitte the matters required to be discussed under Statement on Auditing Standards No. 61, as amended (Codification of Statements on Auditing Standards, AU § 380).
The Audit Committee received the written disclosures and other communications from Deloitte that are required by the applicable requirements of the Public Company Accounting Oversight Board regarding Deloitte's communications with the Audit Committee, which included independence considerations. The Audit Committee reviewed the audit and non-audit services provided by Deloitte for the fiscal year ended December 31, 20102011 and determined to engage Deloitte as the independent registered public accounting firm of Neenah for the fiscal year ending December 31, 2011.2012. The Audit Committee also received and reviewed a report by Deloitte outlining communications required by NYSE listing standards describing: (1) the firm's internal quality control procedures; (2) any material issue raised by a) the most recent internal quality control review of the firm, b) peer review of the firm, or c) any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with issues; and (3) (to assess Deloitte's independence) all relationships between Deloitte and us.
Based upon the Audit Committee's review of the audited financial statements and the discussions noted above, the Audit Committee recommended that the Board of Directors include the audited financial statements for the year ended December 31, 20102011 in our Annual Report on Form 10-K for the year ended December 31, 20102011 for filing with the SEC.
Audit Committee:
Timothy S. Lucas,ChairmanPhilip C. MooreStephen M. Wood
| Audit Committee: | ||
Timothy S. Lucas,Chairman Philip C. Moore Stephen M. Wood |
PROPOSAL 5—3—
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
The Audit Committee of our Board of Directors, in accordance with its charter and authority delegated to it by the Board, has appointed the firm of Deloitte & Touche LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2011.2012. As a matter of good corporate practice, the Board has directed that such appointment be submitted to our stockholders for ratification at the Annual Meeting. Deloitte & Touche LLP has served as our independent registered public accounting firm since our spin-off from Kimberly-Clark Corporation in November 2004 and is considered by our Audit Committee to be well qualified. If the stockholders do not ratify the appointment of Deloitte & Touche LLP, the Audit Committee will reconsider the appointment. Even if the stockholders ratify the appointment, the Audit Committee, in its discretion, may appoint a different independent auditor at any time during the year if the Audit Committee determines that such a change would be in the best interests of Neenah and its stockholders.
Representatives of Deloitte & Touche LLP will be present at the Annual Meeting and will have an opportunity to make a statement if they desire to do so. They also will be available to respond to appropriate questions from stockholders.
The Audit Committee and the Board unanimously recommend that the stockholders vote "FOR" the proposal to ratify the appointment of Deloitte & Touche, LLP as our independent registered public accounting firm.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FEES AND SERVICES
Audit and Non-Audit Fees
Aggregate fees for professional services rendered for us by Deloitte & Touche LLP, the member firms of Deloitte Touche and Tohmatsu and their respective affiliates ("Deloitte & Touche") as of or for the fiscal years ended December 31, 20102011 and December 31, 20092010 are set forth below. The aggregate fees included in the Audit category are fees billedfor the fiscal year for the integrated audit of our annual financial statements and review of statutory and regulatory filings. The aggregate fees included in each of the other categories are fees billedin the fiscal years.
| | | 2010 | 2009 | 2010 | 2011 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Audit Fees | Audit Fees | 1,471,076 | 1,685,000 | 1,471,076 | 1,361,160 | ||||||||||
Audit-Related Fees | Audit-Related Fees | 0 | 8,000 | 0 | 0 | ||||||||||
Tax Fees | Tax Fees | 0 | 0 | 0 | 0 | ||||||||||
All Other Fees | All Other Fees | 0 | 0 | 0 | 0 | ||||||||||
Total | $ | 1,471,076 | $ | 1,361,160 | |||||||||||
Total | $ | 1,471,076 | $ | 1,693,000 | |||||||||||
Audit Fees were for professional services rendered for the audit of our annual consolidated financial statements including the audit of our internal control over financial reporting and review of quarterly reports on Form 10-Q filed by us with the SEC.
Audit-Related Fees were for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under the caption "Audit Fees" and in 2009 included fees related to the audits of our U.S. and Canadian employee benefits plans and other consultation.
Policy on Audit Committee Pre-Approval
To avoid potential conflicts of interest in maintaining auditor independence, the law prohibits a publicly-traded company from obtaining certain non-audit services from its independent registered public accounting firm. The law also requires the audit committee of a publicly traded company to pre-approve other services provided by the independent registered public accounting firm. Pursuant to
its charter, the Audit Committee's policy is to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. In its pre-approval of non-audit services, the Audit Committee considers, among other factors, the possible effect of the performance of such services on the auditor's independence. The Audit Committee may delegate pre-approval authority to a member of the Audit Committee. The decisions of any Audit Committee member to whom pre-approval authority is delegated shall be presented to the full Audit Committee at its next scheduled meeting. The Audit Committee pre-approved all services performed by the independent registered public accounting firm in fiscal 20102011 and fiscal 2009,2010, including those services described in the table above under the captions "Audit Fees" and "Audit Related Fees.".
STOCKHOLDERS' PROPOSALS FOR 20122013 ANNUAL MEETING
Proposals of stockholders, excluding nominations for the Board, intended to be presented at the 20122013 Annual Meeting should be submitted by certified mail, return receipt requested, and must be received by us at our executive offices in Alpharetta, Georgia, on or before the date that is 120 calendar days prior to the first anniversary of the date that this Proxy Statement is released to stockholders, December 10, 2011, to be eligible for inclusion in our Proxy Statement and form of proxy relating to that meeting and to be introduced for action at the 20122013 Annual Meeting. In the event that the date of the 20122013 Annual Meeting is changed more than thirty days from the date of this year's meeting, notice by stockholders should be received no later than the close of business on the later of the 150th calendar day prior to the 20122013 meeting or the 10th calendar day on which public announcement of the date of such meeting is first made.
Any stockholder proposal must be in writing and must comply with Rule 14a-8 under the Exchange Act and must set forth (i) a description of the business desired to be brought before the meeting and the reasons for conducting the business at the meeting; (ii) the name and address, as they appear on our books, of the stockholder submitting the proposal; (iii) the class and number of shares that are beneficially owned by such stockholder; (iv) the dates on which the stockholder acquired the shares; (v) documentary support for any claim of beneficial ownership as required by Rule 14a-8; (vi) any material interest of the stockholder in the proposal; (vii) a statement in support of the proposal; and (viii) any other information required by the rules and regulations of the SEC. Stockholder nominations for the Board must comply with the procedures set forth above under "Corporate Governance—Nomination of Directors."
The failure of a stockholder to deliver a proposal in accordance with the requirements of the preceding paragraph may result in it being excluded from our Proxy Statement and ineligible for consideration at the 20122013 Annual Meeting. Further, the submission of a proposal in accordance with the requirements of the preceding paragraph does not guarantee that we will include it in our Proxy Statement or that it will be eligible for consideration at the 20122013 Annual Meeting. We strongly encourage any stockholder interested in submitting a proposal to contact our Corporate Secretary in advance of the submission deadline to discuss the proposal.
OTHER MATTERS THAT MAY COME BEFORE THE ANNUAL MEETING
Our Board knows of no matters other than those referred to in the accompanying Notice of Annual Meeting of Stockholders which may properly come before the Annual Meeting. However, if any other matter should be properly presented for consideration and vote at the Annual Meeting or any adjournment(s) thereof, it is the intention of the persons named as proxies on the enclosed form of proxy card to vote the shares represented by all valid proxy cards in accordance with their judgment of what is in the best interest of Neenah and its stockholders.
HOUSEHOLDING OF ANNUAL MEETINGNOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS AND PROXY MATERIALS
The SEC's proxy rules permit companies and intermediaries, such as brokers and banks, to satisfy delivery requirements for Notices, and if applicable, the proxy statements and annual reports, with respect to two or more stockholders sharing the same address by delivering a single proxy statementNotice to those stockholders. This method of delivery, often referred to as householding, should reduce the amount of duplicate information that stockholders receive and lower printing and mailing costs for companies. Neenah and certain intermediaries are householding Notices, and if applicable, proxy materialsstatements and annual reports, for shareholders of record in connection with its 20112012 Annual Meeting. This means that:
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| *** Exercise Your Right to Vote *** Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on May 16, 2012. Meeting Information NEENAH PAPER, INC. Meeting Type: Annual Meeting For holders as of: March 23, 2012 Date: May 16, 2012 Time: 10:00 a.m. Eastern Time Location: 3460 Preston Ridge Road Suite 600 Alpharetta, Georgia 30005 You are receiving this communication because you hold shares in the above named company. This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting. NEENAH PAPER, INC. PRESTON RIDGE III 3460 PRESTON RIDGE RD, SUITE 600 ALPHARETTA, GA 30005 M43273-P20787 See the reverse side of this notice to obtain proxy materials and voting instructions. |
| Before You Vote How to Access the Proxy Materials Proxy Materials Available to VIEW or RECEIVE: PROXY STATEMENT 2011 ANNUAL REPORT TO STOCKHOLDERS How to View Online: Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com. How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: 1) BY INTERNET: www.proxyvote.com 2) BY TELEPHONE: 1-800-579-1639 3) BY E-MAIL*: sendmaterial@proxyvote.com * If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line. . XXXX XXXX XXXX . XXXX XXXX XXXX Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 1, 2012 to facilitate timely delivery. M43274-P20787 How To Vote Please Choose One of the Following Voting Methods Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow available and follow the instructions. Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. . XXXX XXXX XXXX |
| Voting Items The Board of Directors recommends you vote FOR the following: 1. Proposal for election of Class II Directors: Nominees: 01) Mary Ann Leeper 02) Stephen M. Wood The Board of Directors recommends you vote FOR the following proposals: 2. Proposal to approve an advisory vote on the Company's executive compensation; 3. Proposal to ratify Deloitte & Touche LLP as the independent registered public accounting firm of Neenah Paper, Inc. for the fiscal year ending 2012. M43275-P20787 |
| M43276-P20787 |
