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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

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Soliciting Material under §240.14a-12

 

Neenah Paper, Inc.LOGO
(Name of Registrant as Specified In Its Charter)

 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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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.

 
 
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Amount Previously Paid:
         
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LOGOLOGO

NOTICE OF 20162019 ANNUAL MEETING
AND
PROXY STATEMENT

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LOGOLOGO

April 11, 201612, 2019

Dear Stockholder:

        On behalf of the Board of Directors, it is my pleasure to invite you to attend the 20162019 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 Thursday,Wednesday, May 26, 201622, 2019 at 10:00 a.m., Eastern Daylight Time.

        In 2015, we continued        2018 reflected both an unprecedented rise in input and distribution costs and scale inefficiencies during the ramp-up of our trend of consistently improving results for Neenahworld-class U.S. filtration asset, and our teams worked to address these near-term challenges while continuing to execute on strategic initiatives that can provide long-term value for our stockholders. InRevenues surpassed $1 billion for the first time, with volume-driven organic increases in targeted growth categories supplemented by the addition and successful integration of Neenah Coldenhove, a company acquired in November 2017 that boosted our presence in the fast-growing digital transfer market. We also expanded our global filtration manufacturing base, qualifying additional grades and customers to delivering double digit bottom linesupport our continued growth in each ofthis category, and on December 31, 2018, divested a non-strategic operating facility in Brattleboro, Vermont to improve operational efficiencies in our businesses, we undertook a number of important strategic initiatives that are helpingFine Paper & Packaging business.

        We remain committed to shape Neenah's growth trajectory in targeted specialty material niche markets. This included an organic investment currently underway in the US to add filtration capacity, the acquisition of FiberMark, a company that overlapped many of our markets and provided enhanced capabilities to grow our premium packaging business, and the divestiture of a non-core wall covering mill in Germany. We are deploying our strong cash flows towards opportunities that generate the best returns while remaining focused and disciplined on asset management, maintaining our attractivefocus on Return on Invested Capital, anda strong balance sheet. Finally, we continue to prioritizesheet, and returning a portion of our cash flows directly to shareholders, returning over $25 millionstockholders through dividends and share buybacks in 2015, and announcingan attractive dividend. In November 2018, our Board authorized a 6th consecutive year of double-digit increases10 percent increase in our dividends.dividend, marking a ninth consecutive double-digit increase.

        We are proud of our results and ofappreciate the contributions of Neenah's dedicated employees around the world that helped to create this value and appreciate the confidence and ongoing support of our stockholders.customers and stockholders as we continue to become a leading global specialty materials company known for its ability to create sustainable value for its stockholders, a commitment to providing a safe and healthy workplace for its employees, and as a responsible and engaged steward of the environment and communities in which we operate. Finally, I'd like to recognize the service of our two Board members, Sean Erwin and Jack McGovern, who will not be running for re-election in 2019. Sean's leadership as CEO during the early years of Neenah's transformation was critical to putting us on the successful path we're on today.

        The formal business to be transacted at the 20162019 Annual Meeting includes:

        At the meeting, we will provide a brief report on our results and strategies. Our directors and executive officers, as well as representatives from Deloitte & Touche LLP, will be in attendance to answer any questions you may have.

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        Regardless of whether you choose to attend or not, please either vote electronically, using the Internet, vote by telephone, or follow 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 your shares will be represented and voted at the Annual Meeting.

  Sincerely,

 
 

GRAPHIC

 
 
JOHN P. O'DONNELL
President and Chief Executive Officer

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LOGOLOGO

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 26, 201622, 2019


        NOTICE HEREBY IS GIVEN that the 20162019 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 Thursday,Wednesday, May 26, 201622, 2019 at 10:00 a.m., Eastern time,Daylight 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, 201629, 2019 are entitled to receive notice of and to vote at the Annual Meeting and any adjournments thereof.

        TheThis Proxy Statement and the 20152018 Annual Report to Stockholders are available at www.neenah.com/proxydocs.

  By order of the Board of Directors.

 
 

GRAPHICGRAPHIC

 
 
STEVENNOAH S. HEINRICHSBENZ
Senior Vice President, General Counsel and Secretary

Alpharetta, Georgia
April 11, 201612, 2019

        PLEASE READ THE ATTACHED PROXY STATEMENT AND THEN VOTE ELECTRONICALLY, BY TELEPHONE, OR REQUEST PRINTED PROXY MATERIALS AND PROMPTLY COMPLETE, EXECUTE, AND RETURN THE PROXY CARD INCLUDED WITH THE PROXY MATERIALS IN THE ACCOMPANYING POSTAGE-PAID ENVELOPE.

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ANNUAL MEETINGSUMMARY

 3

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

 
34

BENEFICIAL OWNERSHIP

 
67

ELECTION OF DIRECTORS (ITEM 1)

 
911

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

 
1215

CORPORATE GOVERNANCE

 
1417

2018 DIRECTOR COMPENSATION

 
1821

EXECUTIVE COMPENSATION

 
2023

COMPENSATION COMMITTEE REPORT

 
3037

ADVISORY VOTE ON EXECUTIVE COMPENSATION (ITEM 2)

 
3138

ADDITIONAL EXECUTIVE COMPENSATION INFORMATION

 
3340

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

 
4147

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

 
4147

AUDIT COMMITTEE REPORT

 
4248

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (ITEM 3)

 
4349

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


43

FEES AND SERVICES

 
4349

STOCKHOLDERS' PROPOSALS FOR 20172020 ANNUAL MEETING

 
4450

OTHER MATTERS THAT MAY COME BEFORE THE ANNUAL MEETING

 
4550

HOUSEHOLDING OF NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS

 
4551

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LOGOLOGO


PROXY STATEMENT



General Information

        Our Board of Directors is soliciting proxies from our stockholders in connection with Neenah's Annual Meeting of Stockholders. When used in this Proxy Statement, the terms "we," "us," "our," "the Company"Company," and "Neenah" refer to Neenah, Inc. and its consolidated subsidiaries. The approximate date on which this Proxy Statement is being filed and notice is being sent or given to stockholders of record is April 12, 2019.

        Effective January 1, 2018, Neenah Paper, Inc. This Proxy Statementchanged its name to Neenah, Inc. The Company's ticker symbol on the New York Stock Exchange remains "NP" and our 2015 Annual Report are first being mailed to stockholders who requested copies, or made available on April 11, 2016.the names of subsidiaries were not affected.


SUMMARY

This summary highlights information contained in the Proxy Statement. It does not include all of the information that you should consider prior to voting and we encourage you to read the entire document prior to voting. For more complete information regarding Neenah's 2018 financial performance, please review the Company's Annual Report on Form 10-K for the year ended December 31, 2018.

Stockholders are being asked to vote on the following matters at the 2019 Annual Meeting of Stockholders:


Our Board's Recommendation
ITEM 1. Election of Directors (page 11)
The Board and the Nominating and Corporate Governance Committee believe that the two Class III Director nominees possess the necessary qualifications, attributes, skills and experiences to provide quality advice and counsel to the Company's management and effectively oversee the business and the long-term interests of stockholders.FOR each
Director Nominee
ITEM 2. Advisory Vote to Approve Executive Compensation (page 38)
The Company seeks a non-binding advisory vote to approve the compensation of its named executive officers as described in the Compensation Discussion and Analysis section beginning on page 23 and the Executive Compensation Tables section beginning on page 40. The Board values stockholders' opinions, and the Compensation Committee will take into account the outcome of the advisory vote when considering future executive compensation decisions.FOR
ITEM 3. Ratification of the Appointment of Deloitte & Touche, LLP, as Independent Auditors (page 49)
The Audit Committee and the Board believe that the retention of Deloitte & Touche, LLP, to serve as the Independent Auditors for the fiscal year ending December 31, 2019 is in the best interest of the Company and its stockholders. As a matter of good corporate governance, stockholders are being asked to ratify the Audit Committee's selection of the Independent Auditors.FOR

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Questions and Answers about the Annual Meeting and Voting

When and where is the Annual Meeting?

When: Thursday,Wednesday, May 26, 2016,22, 2019, at 10:00 A.M. Eastern Daylight Time

Where:
 
Company headquarters located at Preston Ridge III, 3460 Preston Ridge Road, Suite 600, Alpharetta, Georgia 30005

Who is entitled to vote at the Annual Meeting?

        You are entitled to vote at the Annual Meeting if you owned our common stock, par value $0.01 per share, as of the close of business March 31, 201629, 2019 (the "Record Date"), with each share entitling its owner to one vote on each matter submitted to the stockholders. On the record date, 16,736,28216,865,544 shares of common stock were outstanding and eligible to be voted at the Annual Meeting. 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 2019 Annual Meeting.

How do I vote at the Annual Meeting?

        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 2019 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 2019 Annual Meeting in the manner you direct. If you plan to attend the meeting in person you must provide proof of your ownership of our common stock as of the record date,Record Date, such as an account statement, and a form of personal identification for admission to the meeting. If you hold your shares in street name and you also wish to be able to vote at the annual meeting,2019 Annual Meeting, you are required to obtain a proxy from your bank or broker, executed in your favor.

        If your shares are held in your name, you can vote by proxy in three convenient ways:


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        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. All properly executed proxies received by Neenahthe Company in time to be voted at the 2019 Annual Meeting and not revoked will be voted at the 2019 Annual Meeting in accordance with the directions noted on the proxy card. If any other matters properly come before the 2019 Annual Meeting, the persons named as proxies will vote upon such matters according to their judgment.

        We are also sending the Notice and voting materials to participants in various employee benefit plans of Neenah.the Company. 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.

Can I Change My Vote?change my vote?

        Any stockholder of record delivering a proxy has the power to revoke it at any time before it is voted:voted at the 2019 Annual Meeting: (i) by giving written notice to StevenNoah S. Heinrichs,Benz, Senior Vice President, General Counsel and Secretary of Neenah, at Preston Ridge III, 3460 Preston Ridge Road, Suite 600, Alpharetta,


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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 2019 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 2019 Annual Meeting only in accordance with applicable rules and procedures as then may be employed by such beneficial owner's brokerage firm or bank.

What Proposals am I being asked to vote on at the 2019 Annual Meeting and what is required to approve each proposal?

        You are being asked to vote on three proposals: Proposal 1 the election of the proposedtwo nominees as Class III directors; Proposal 2 the approval, in a non-binding advisory vote, of Neenah's executive compensation; and Proposal 3 the ratification of the appointment of our independent public accounting firm.

        In voting with regard to Proposal 1, you may vote in favor of each nominess,nominee, against each nominee, or may abstain from voting. A majority of the shares of common stock represented and entitled to vote on Proposal 1 is required for the election of each director, provided a quorum is present. 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 votes against the proposal.

        In voting with regard to ProposalProposals 2 and 3, you may vote in favor of theeach proposal, against theeach proposal, or may abstain from voting. The vote required to approve ProposalProposals 2 and 3 is majority of the shares of common stock represented and entitled to vote, on Proposal 2, provided a quorum is present. Abstentions will be considered in determining the number of votes required to obtain the necessary majority vote for theeach proposal, and therefore will have the same legal effect as votes against the proposal.

        In voting with regard to Proposal 3, you may vote in favor of the proposal, against the proposal, or may abstain from voting. The vote required to approve Proposal 3 is a majority of the shares of common stock represented and entitled to vote at the Annual Meeting, provided a quorum is present.


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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 votes against thesuch proposal.

        Neenah is not aware, as of the date hereof, of any matters to be voted upon at the 2019 Annual Meeting other than those stated in this Proxy Statement. If any other matters are properly brought before the 2019 Annual Meeting, your proxy gives discretionary authority to the persons named as proxies to vote the shares represented thereby in their discretion.

What happens if I don't return my proxy card or vote my shares?

        If you hold your shares directly your shares will not be voted if you do not return your proxy card or vote in person at the 2019 Annual Meeting.

        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 canwill only be permitted to exercise discretionary authority to vote your shares in their discretion for proposals which are considered "discretionary" proposals. We believe that Proposal 3 is a discretionary proposal.

        Brokers 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 and 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 and 2, and therefore will have no effect on the outcome of these proposals.

What happens if I sign, date and return my proxy card but do not specify how to vote my shares?

        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 votedFOR the election of all Class III director nominees described herein,FOR the approval of the Company's executive compensation, andFOR the


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ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2016.2019.

Why haven't I received a printed copy of the Proxy Statement or annual report?

        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 11, 2016.12, 2019.

Who pays for the cost of this proxy solicitation?

        We will bear the cost of preparing, printing and filing the Proxy Statement and related proxy materials. 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 Okapi Partners LLC to aid in the solicitation at a cost of approximately $8,000,$9,000, 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.

When will voting results be made available?

        We will announce the final results on our web sitewebsite athttp://www.neenah.com shortly after the meeting2019 Annual Meeting and on Form 8-K immediately following the meeting.


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BENEFICIAL OWNERSHIP

        The following table sets forth information regarding the beneficial ownership of our common stock as of March 31, 201629, 2019 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, 2016,29, 2019, 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)		  Shares
Beneficially
Owned(1)		 Percent of
Class(2)		 

William M. Cook

 4,089(3) * 

Margaret S. Dano

 1,290(3) *  2,498(4) * 

Matthew L. Duncan

 315(5) * 

Sean T. Erwin

 17,575(4) *  19,771(6) * 

Edward Grzedzinski

 17,315(5) * 

Steven S. Heinrichs

 27,047(6) * 

Bonnie C. Lind

 32,053(7) *  30,402(7) * 

Timothy S. Lucas

 15,205(8) *  16,901(8) * 

John F. McGovern

 4,155 *  1,208(9) * 

Philip C. Moore

 15,150(9) *  20,228(10) * 

John P. O'Donnell

 64,434(10) *  97,968(11) * 

Julie A Schertell

 9,865(11) * 

James R. Piedmonte

 49,801(12) * 

Byron J. Racki

 4,804(12) * 

Julie A. Schertell

 7,150(13) * 

Tony R. Thene

 0(14) * 

Stephen M. Wood

 48,255(13) *  36,113(15) * 

All directors and executive officers as a group (15 persons)

 333,003(14) 2.0 

     

All directors and executive officers as a group (16 persons)

 272,104(16) 1.6 
(1)
Except as otherwise noted, the directors and executive officers, and all directors and executive officers as a group, have sole voting power and sole investment power over the shares listed. Shares of common stock held by the trustee of Neenah's 401(k) Retirement Plan and Retirement Contribution Plan for the benefit of, and which are attributable to our executive officers, are included in the table.

(2)
An asterisk indicates that the percentage of common stock beneficially owned by the named individual does not exceed 1% of the total outstanding shares of our common stock.

(3)
Includes 1,2901,208 shares of common stock issuable upon conversion of restricted stock units that are vested or will vest within 60 days of March 31, 2016.29, 2019.

(4)
Includes 1,2901,208 shares of common stock issuable upon conversion of restricted stock units that are vested or will vest within 60 days of March 31, 2016. 29, 2019.

(5)
This total does not include 3,5002,429 vested Stock Appreciation Rights.

(5)(6)
Includes 1,2901,208 shares of common stock issuable upon conversion of restricted stock units that are vested or will vest within 60 days of March 31, 2016.

(6)
This total does29, 2019. Mr. Erwin is not include 5,670 vested Stock Appreciation Rights.standing for re-election as a Class III director at the 2019 Annual Meeting

(7)
This total does not include 11,79018,392 vested Stock Appreciation Rights.

(8)
Includes 1,2901,208 shares of common stock issuable upon conversion of restricted stock units that are vested or will vest within 60 days of March 31, 2016.29, 2019. This total does not include 12,0703,310 vested Stock Appreciation Rights.

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(9)
Includes 1,2901,208 shares of common stock issuable upon conversion of restricted stock units that are vested or will vest within 60 days of March 31, 2016.29, 2019. Mr. McGovern is not standing for re-election as a Class III director at the 2019 Annual Meeting.

(10)
This total does not include 20,303 vested Stock Appreciation Rights.

(11)
This total does not include 13,873 vested Stock Appreciation Rights.

(12)
This total does not include 10,422 vested Stock Appreciation Rights.

(13)
Includes 1,2901,208 shares of common stock issuable upon conversion of restricted stock units that are vested or will vest within 60 days of March 31, 2016.29, 2019.

(11)
This total does not include 63,857 vested Stock Appreciation Rights.

(12)
This total does not include 7,879 vested Stock Appreciation Rights.

(13)
This total does not include 29,763 vested Stock Appreciation Rights.

(14)
Mr. Thene was appointed to the Board of Directors on February 1, 2019.

(15)
Includes 1,208 shares of common stock issuable upon conversion of restricted stock units that are vested or will vest within 60 days of March 29, 2019.

(16)
On July 1, 2014 the Company converted all outstanding Stock Options to Stock Appreciation Rights which are not included in the calculation of beneficial ownership. Stock Appreciation Rights are disclosed in detail under theOutstanding "Outstanding Equity Awards at the End of 20152018 Fiscal Year-End" section of this Proxy Statement.

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        The following table sets forth information regarding the beneficial ownership of our common stock as of December 31, 20152018 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. 

  1,607,005(1) 9.6%

55 East 52nd Street
New York, NY 10055

       

Royce & Associates LLC

  
1,584,863
(2)		 
9.5
%

745 Fifth Ave.
New York, NY 10151

       

FMR LLC

  
852,680
(3)		 
5.1
%

245 Summer Street
Boston, MA 02210

       
 
 Common Stock Beneficially Owned 
Name and Address of Beneficial Owner
 Number of Shares Percent of Class 

Blackrock, Inc. 

  2,443,162(1) 14.5%

55 East 52nd Street
New York, NY 10055

       

Wells Fargo & Company

  
1,165,368
(2)		 
6.91
%

420 Montgomery St.
San Francisco, CA 94163

       

The Vanguard Group

  
1,046,101
(3)		 
6.20
%

100 Vanguard Blvd.
Malverne, PA 19355

       

Wellington Management Group LLP

  
999,699
(4)		 
5.93
%

280 Congress Street
Boston, MA 02210

       

Macquarie Investment Management Holdings, Inc

  
924,005
(5)		 
5.48
%

2005 Market Street
Philadelphia, PA 19103(6)

       
(1)
The amount shown and the following information is derived from the Schedule 13G filed by BlackRock,Blackrock, Inc. on January 27, 2016,31, 2019, reporting beneficial ownership as of December 31, 2015.2018. Of the 1,607,0052,443,162 shares shown, BlackRock,reported, Blackrock, Inc. hasreported sole dispositive power over all of the2,443,162 shares and sole voting power over 1,559,8502,404,536 shares.

(2)
The amount shown and the following information is derived from the Schedule 13G filed by RoyceWells Fargo & Associates, LLCCompany, on behalf of itself and certain subsidiaries named therein, on January 19, 2016,22, 2019, reporting beneficial ownership as of December 31, 2015.2018. Of the 1,584,8631,165,368 shares shown, Roycereported by Wells Fargo & Associates, LLCCompany, the filing reported Wells Fargo & Company has sole dispositive power over all17,617 of the shares, shared voting power with respect to 876,655 shares, shared dispositive power with respect to 1,147,751 shares, and sole voting power over 17,617 shares. Of the 1,095,572 shares reported by Wells Capital Management Incorporated, the filing reported Wells Capital Management Incorporated has no voting power with respect to any of the shares and has shared dispositive power with respect to all 1,095,572 shares.

(3)
The amount shown and the following information is derived from the Schedule 13G filed by FMR LLC,The Vanguard Group on February 12, 2016,11, 2019, reporting beneficial ownership as of December 31, 2015.2018. Of the 852,6801,046,101 shares shown FMR LLC hasreported, The Vanguard Group reported sole dispositive power over 1,012,694 of the shares, shared voting power with respect to 3,500 shares, shared dispositive power with respect to 33,407 shares, and sole voting power over 31,322 shares.

(4)
The amount shown and the following information is derived from the Schedule 13G filed by Wellington Management Group LLP, on behalf of itself and certain subsidiaries named therein, on February 12, 2019, reporting beneficial ownership as of December 31, 2018. Of the 999,699 shares reported by Wellington Management Group LLP, the filing reported Wellington Management

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(5)
The amount shown and the following information is derived from the Schedule 13G filed by Macquarie Investment Management Holdings, Inc., on behalf of itself and certain subsidiaries named therein, on February 14, 2019, reporting beneficial ownership as of December 31, 2018. The filing reported 924,005 shares are deemed beneficially owned by Macquarie Group Limited and Macquarie Bank Limited as a result of these companies' direct or indirect ownership of Macquarie Bank Limited, Macquarie Investment Management Holdings Inc., and Macquarie Investment Management Business Trust. The filing reported neither Macquarie Group Limited nor Macquarie Bank Limited have any voting or dispositive power, either sole or shared, with respect to any of the 924,005 shares. Of the 924,005 shares reported by Macquarie Investment Management Holdings, Inc., and Macquarie Investment Management Business Trust, the filing reported Macquarie Investment Management Holdings, Inc., and Macquarie Investment Management Business Trust have sole dispositive power over 921,718 of the shares and sole voting power over 2,580921,718 shares.

(6)
The principal business address of Macquarie Group Limited and Macquarie Bank Limited was reported as 50 Martin Place Sydney, New South Wales, Australia. The principal business address of Macquarie Investment Management Holdings Inc., and Macquarie Investment Management Business Trust was reported as 2005 Market Street, Philadelphia, PA 19103.

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ELECTION OF DIRECTORS (ITEM 1)

        The Board unanimously recommends that the stockholders vote "FOR" the proposal to elect Timothy S. Lucas and Tony R. Thene as Class III directors for a three-year term expiring at the 2022 Annual Meeting of Stockholders and until their successors have been duly elected and qualified.

        On January 30, 2019, the Board appointed Tony R. Thene to serve as a Class III director of the Company, effective as of February 1, 2019. As a result, the Board currently consists of eightnine members divided into two classesone class of four directors (Class III), one class of three directors (Class I) and one class of two directors. The directors in each class serve three year terms, with(Class II). Also on January 30, 2019, Sean T. Erwin and John F. McGovern delivered notice to the termsBoard of thetheir intent not to stand for re-election as Class III directors expiring at the 2016Company's 2019 Annual Meeting. Edward Grzedzinski, who is aThe Board has not made any nominations and does not currently intend to fill these two Class III director, has announced his intention to resign fromvacancies at this time. Accordingly, immediately following the Board effective as of the 20162019 Annual Meeting. At that timeMeeting, the Board will consist of seven members divided into two classes of two directors (Classes II and III) and one class of three directors.directors (Class I).

        The Board has reassigned Timothy S. Lucas from a Class I Director to adirectors in each class serve three-year terms, with the terms of the Class III director to stand for election in 2016.directors expiring at the 2019 Annual Meeting. The Board has nominated Sean T. Erwin, John F. McGovern and Timothy S. Lucas and Tony R. Thene, each a current Class III director of Neenah, for re-election as Class III directors at the 20162019 Annual Meeting. If elected,re-elected, the nominees will serve a three-year term expiring at the 20192022 Annual Meeting of Stockholders and until his or her successor has been duly elected and qualified. The Board will search for a director to replace Mr. Grzedzinski, and when a new director is identified and appointed to the Board, the Board will increase to eight members and the appointed director will stand for reelection at the next annual meeting of stockholders.

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, 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 Sean T. Erwin, John F. McGovern and Timothy S. Lucas as Class III directors for a three-year term expiring at the 2019 Annual Meeting of Stockholders and until their successors have been duly elected and qualified.

Set forth below is certain information as of March 31, 2016,29, 2019, regarding the 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 Class III Directors Nominated for ReelectionRe-election

        Sean T. ErwinTimothy S. Lucas, born in 1951, is the Chairman of our Board of Directors. Mr. Erwin served as Neenah's President and Chief Executive 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


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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 currently serves as a director of Carmike Cinemas, Inc. 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, born in 1946, 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 Xerium Technologies, Inc. where he serves as audit committee chairman. Mr. McGovern also served as a director of NewPage Corporation from 2012 to 2015 and Collective Brands Inc. from 2003 to 2012. From 2006 to 2010 Mr. McGovern served as lead director of Neenah's Board for all executive sessions of non-management directors and currently serves in a similar capacity as presiding director for meetings of all of Neenah's independent 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.

Timothy S. Lucas, CPA, born in 1946, has servedwas as an independent consultant on financial reporting issues practicing asconsultant with Lucas Financial Reporting since 2002.from 2002 until retiring in December 2017. 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, consulting experience, and educational background make him an effective member of Neenah's Board.


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Tony R. Thene, born in 1960, currently serves as director and Chief Executive Officer of Carpenter Technology Corporation ("Carpenter"), a leader in specialty alloy-based materials and process solutions. Mr. Thene began his career at Carpenter in 2013 as Chief Financial Officer and has served as a director since 2015. Prior to 2013, Mr. Thene worked at Alcoa, Inc. in various senior financial and accounting leadership positions. Mr. Thene received his BS in Accounting from Indiana State University and his MBA from the Weatherhead School of Management at Case Western Reserve University. Mr. Thene has served as a director of Neenah since February 1, 2019. Mr. Thene's educational background, financial expertise, and extensive experience in the specialty materials industry make him an effective member of Neenah's Board.

Class I Directors—Term Expiring at the 20172020 Annual Meeting

        John P. O'Donnell, born in 1960, is President and Chief Executive Officer of Neenah and previously served as Chief Operating Officer from 2010 to 2011 and President, Fine Paper from 2007 to 2010. Prior to joining Neenah in 2007, Mr. O'Donnell was with Georgia Pacific Corporation since 1985 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 2010. Mr. O'Donnell has also served as a director for Clearwater Paper since April 2016. Mr. O'Donnell's extensive experience in the paper and consumer products industries, and leadership positions in the Company make him an effective member of Neenah's Board.

William M. Cook, born in 1953, is the retired Executive Chairman (2015-2016) of Donaldson Company Inc. ("Donaldson"), a technology-driven global company that manufacturers filtration systems to remove contaminants from air and liquids. Mr. Cook is also the former Chairman (2005-2015), President and Chief Executive Officer (2004-2015) of Donaldson. Prior to that, Mr. Cook held various roles at Donaldson of increasing responsibility, including service as Senior Vice President, International (2000-2004); Chief Financial Officer (2001-2004); and Senior Vice President, Commercial and Industrial (1994-2000). Mr. Cook is also currently a Director of IDEX Corporation (where he serves as Lead Director and also on the Audit Committee) and was a director of Valspar Corporation (where he served on the Audit Committee) from 2010 to 2017. Mr. Cook brings to the Neenah Board his filtration industry and operations experience and financial expertise for the past 35 years at Donaldson where he held a wide range of financial and business positions with global responsibilities. Mr. Cook is an experienced public company Board member having served on the Donaldson Board from 2004-2016 and as an independent director for IDEX and Valspar. Mr. Cook also has valuable Board experience from his past service to various private and charitable organizations. Mr. Cook has served as a director of Neenah since 2016. Mr. Cook holds a BS degree in Business Management and an MBA degree from Virginia Tech. Mr. Cook's educational background, financial expertise, and extensive experience in the filtration industry make him an effective member of Neenah's Board.

Philip C. Moore, born in 1953, isretired as Senior Vice President, Deputy General Counsel and Corporate Secretary of TD Bank Group, Toronto, Canada.Canada on December 31, 2016. Mr. Moore joined TD Bank Group in May 2013, prior to which he had been a partner at McCarthy Tétrault LLP, Canada's national law firm where he practiced corporate and securities law in Toronto and Sydney, Australia, with particular emphasis on corporate governance, and finance, mergers and acquisitions, and other business law issues. He has been involved in many corporate mergers, acquisitions, dispositions, and reorganizations, as well as capital markets transactions in a variety of industries and geographies. Mr. Moore has extensive experience in corporate transactions involving the pulp and paper industries. Mr. Moore has been awarded the designation "Chartered Director" from the Directors College, Canada's leading director education program run by McMaster University and the Conference Board of Canada. He has advised on the design and implementation of numerous executive compensation plans,


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as well as on executive compensation governance matters. From 1994 until 2000, he was a director of Imax Corporation and is currently a director of a number of private corporations. 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, born in 1960, has been President and Chief Executive Officer of the Company since May 2011, and a director of Neenah since November 2010. Prior to being CEO, Mr. O'Donnell


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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'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 20182021 Annual Meeting

        Margaret S. Dano, born in 1959, is the former Chairman of the Board for Superior Industries International, Inc. ("Superior"), a leading manufacturer of aluminum road wheels for use in the automobile and light truck industry. Ms. Dano was appointed as Chairman of the Board in 2014 and has served as a director for Superior since 2007.from 2007 to 2017. In addition, Ms. Dano currently serves as a director of Douglas Dynamics, Inc., a manufacturer of snow and ice control equipment for the global light truck market, a position she has held since 2012.2012, where she chairs the Governance committee and serves on both the compensation and audit committees. From 2002 to 2005, Ms. Dano served as Vice President, Worldwide Integrated Supply Chain and Operations for Honeywell Corporation. Prior to that she served as Vice President, Worldwide Supply Chain Office Products & GM Printer Papers for Avery Dennison Corporation from 1999 to 2002 and Vice President of Corporate Manufacturing & Engineering from 1996 to 1999. Ms. Dano received a BS in mechanical engineering from Kettering University (formerly the General Motors Institute). Ms. Dano was appointed to Neenah's Board inhas served as a director of Neenah since 2015. Ms. Dano's senior executive experience in global manufacturing and supply chain and her public board experience and leadership with manufacturing companies makesmake her an effective member of Neenah's Board.

        Stephen M. Wood, Ph.D., born in 1946, is an Operating Partner with Snow Phipps Group LLC, aan internationally diversified international investment company. Prior to this he served as Chairman of the Board for FiberVisions Corporation which is a leading global manufacturer of synthetic fibers for consumer products, construction, and industrial applications. Dr. Wood was President and Chief Executive Officer of FiberVisions from 2006 to 2012. Dr. Wood was also Chairman of the Board of ESFV, which is a global joint Venture with JNC Corporation, a leading Japanese Chemical Company. From 2001 to 2004, Dr. Wood served as President and 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 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.Engineers and a Fellow of the Institute of Directors. Dr. Wood has served as a director of Neenah since November 30, 2004. Dr. Wood's educational background and his experience as athe senior executive of aglobal chemical manufacturing company provides the knowledge basecompanies, his international and previous board experience, toand his educational background make him an effective member of Neenah's Board.

DirectorDirectors Retiring Effective as of the 20162019 Annual Meeting

        Edward GrzedzinskiSean T. Erwin, born in 1955,1951, is the current Chairman of our Board. Mr. Erwin served as the Company's President and Chief Executive Officer from 2004 through May 2011. Prior to the spin-off of NOVA Information SystemsNeenah from 1993Kimberly Clark Corporation on November 30, 2004, Mr. Erwin had been an employee of Kimberly Clark since 1978 and 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 Neenah by Kimberly Clark in the spin-off. Mr. Erwin served as the President of the Global Nonwoven business from early 2001 and Vice Chairmanalso served as the President of US Bancorpthe European Consumer Tissue business, Managing Director of Kimberly Clark Australia, President of the Pulp and Paper Sector, and President of the Technical Paper business.


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Mr. Erwin received his BS in Accounting and Finance from November 2001 to 2004.Northern Illinois University. 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. GrzedzinskiErwin served as a memberdirector of the Managing Committee of US Bancorp, and was a member of the Board of Directors of US Bank, N.A.Carmike Cinemas, Inc. from 2012-2016. 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. GrzedzinskiErwin has served as a director of Marlin Business ServicesNeenah since May of 2005 and Neenah Paper since November 30, 2004. Mr. Grzedzinski'sErwin's extensive experience as chiefformer CEO of the Company and his vast industry experience and leadership positions make him an effective member of Neenah's Board.

John F. McGovern, born in 1946, is the founder, and since 1999 a partner, of Aurora Capital, LLC ("Aurora Capital"), 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 Xerium Technologies, Inc. where he serves as audit committee chairman. Mr. McGovern also served as a director of GenTek, Inc. from 2003 to 2009, Maxim Crane Works Holdings, Inc. from 2005 to 2008, and Collective Brands, Inc. from 2003 to 2012. From 2006 to 2010, Mr. McGovern served as lead director of Neenah's Board for all executive officer and chairmansessions of non-management directors. Mr. McGovern has served as a director of Neenah since 2006. Mr. McGovern received his BS from Fordham University. Mr. McGovern's extensive experience as senior financial executive of a multinational paper products company and in the financial services company andindustry, as well as his experience on other public company boards makesmake him an effective member of Neenah's Board.

Director Skills Summary

        Our Board of Directors possesses diverse experience and perspectives in various areas critical to our business. The Board's collective knowledge ensures appropriate management and risk oversight and supports our goal of creating long-term sustainable stockholder value.

Skills/Experience
O'DonnellWoodDanoLucasCookMooreThene

Senior Executive/Strategic Leadership: experience in overseeing, developing, and/or implementing business strategy for a publicly listed company or other complex organization

XXXXXXX

Manufacturing/Supply Chain: experience in manufacturing and/or supply chain management

XXXXX

International: experience in international business management or transactions

XXXXXX

Capital/Asset Allocation: experience in assessing and/or implementing capital and/or asset allocation decisions

XXXXXX

Talent Management & Executive Compensation: experience in human resources, leadership development, talent management, and/or executive compensation issues

XXXXXXX

Audit/Accounting/Financial Statements: experience preparing, auditing, analyzing, or evaluating financial statements for a complex business

XXXXXXX

Capital Markets/Investor Relations: capital markets experience; experience relevant to institutional investor expectations

XXXXXX

Legal/Regulatory/Risk Management: experience in the management or oversight of legal, compliance and regulatory affairs, and of risk management

XXXXXX

Other Board Experience: experience as a director of a publicly listed company or other complex organization

XXXXXX

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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. The Board of Directors held 6six meetings in 2015.2018. 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 2015 all of2018 our directors attended more than 75%100% of the regularly scheduled meetings of the Board and meetings of the committees of which he or she is a member. All of the Company's directors were in attendance at the 2018 Annual Meeting.

        Neenah holds regularly scheduled executive sessions of the independent directors at each Board meeting. As Chairman of the Board Mr. Erwin presides at all the executive sessions other than meetings of the non-affiliated independent directors, at which Mr. McGovern presides. All but one ofFollowing the Company's directors were in attendance2019 Annual Meeting, Mr. Cook will preside at all the 2015 Annual Meeting.executive sessions.

        The following table describes the current membership of each of the committees and the number of meetings held during 2015:committees:


 Audit Committee Nominating and Corporate
Governance Committee		 Compensation Committee Audit Committee Nominating and Corporate
Governance Committee		 Compensation Committee

Philip C. Moore

 X X  

Timothy S. Lucas

 Chair*     Chair(1)   X

Edward Grzedzinski

     X

John F. McGovern

   Chair X   Chair(2) X(2)

Stephen M. Wood

 X   Chair X   Chair

Margaret S. Dano

   X     X X

Number of Meetings

 

9

 

4

 

5

William M. Cook

 X(1) X  

Philip C. Moore

 X X  

Tony R. Thene

      

Number of meetings

 

8

 

4

 

5

*(1)
The Board has determined based on his experience at the FASB, that Mr. Lucas is anand Mr. Cook are audit committee financial expertexperts within the meaning of the SEC's rules.

        The following table describes

(2)
Mr. McGovern is not standing for re-election as a Class III director at the membership of each2019 Annual Meeting. Mr. McGovern will be succeeded as Chairman of the committees as of the 2016 Annual Meeting:


Audit CommitteeNominating and Corporate
Governance Committee		Compensation Committee

Philip C. Moore

XX

Timothy S. Lucas

Chair*

John F. McGovern

ChairX

Stephen M. Wood

XChair

Margaret S. Dano

XX
*
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 by Ms. Dano.

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


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the SEC. The Audit Committee has been established in accordance with applicable rules promulgated by the NYSE and the SEC. The Audit Committee assists the Board in monitoring:


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        The Audit Committee is governed by the Audit Committee Charter approved by the Board. The charter is available on our website atwww.neenah.com.www.neenah.com.

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.comwww.neenah.com..

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.comwww.neenah.com..

        Additional information regarding the Compensation Committee's processes and procedures for consideration of executive compensation is provided in the Compensation"Compensation Discussion and AnalysisAnalysis" below.


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CORPORATE GOVERNANCE

Board Leadership

        The Board selects from among its members the Chairman of the Board. The Board also elects the Chief Executive Officer of the Company. The current Board Leadership is as Follows:follows:

Chairman of the Board: Sean T. ErwinErwin*
Chief Executive Officer: John P. O'Donnell
*
On January 30, 2019, Mr. Erwin delivered notice to the Board of his intent not to stand for re-election at the Company's 2019 Annual Meeting. In connection with Mr. Erwin's notice, the Board unanimously approved the appointment of Mr. Cook as Chairman of the Board, effective as of the 2019 Annual Meeting.

        The Board believes that at this time that it is appropriate for Sean T. ErwinMr. O'Donnell to serve as independent Chairman while John P. O'Donnell servescontinue serving as Chief Executive Officer and a member of the Board. 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.

Independent Directors

        Our Amended and Restated Bylaws provide that a majority of the directors on our Board shall be independent and currently seveneight out of the eightnine directors are independent. Immediately following the 2019 Annual Meeting, six out of the seven directors will 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. Having sevensix out of eightseven 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.stockholders. Even though Mr. Erwin is considered independent according to NYSE listing standards and Securities and Exchange Commission ("SEC")SEC regulations, while Mr. Erwin served as Chairman of the Board, the Board appointed John F. McGovern to serve as Presiding Director for meetings of the non-affiliated independent directors.

        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. Seeindependence (see "Approval of Related Party Transactions" below.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 seveneight of the Company's eightnine 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, rules and regulations and our Corporate Governance Policies. Immediately following the 2019 Annual Meeting, Neenah's independent directors are Sean T. Erwin,will be Margaret S. Dano, Stephen M. Wood, John F. McGovern, Edward Grzedzinski, Timothy S. Lucas, and Philip C. Moore.Moore, Tony R. Thene and William M. Cook.


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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."


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        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, effectiveness, and effectiveness.diversity. Experience attributes of a Board candidate considered by the Nominating Committee include: financial acumen, general business experience, industry knowledge, diversity of view- points,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 calendar days nor more than 75 calendar days prior to the Annual Meeting, or if Neenah gives less than 60 calendar days' notice of the meeting date, the notice of nomination must be received within 10 days afterno later than the close of business on the 10th calendar day following the day on which the Annual Meeting date is announced.

        To recommend a nominee, a stockholder should write to StevenNoah S. Heinrichs,Benz, 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:


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        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


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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, 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 on the "Investor Relations" page under the tab "Corporate Governance—Governance Policies and Documents".

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 on the "Investor Relations" page under the tab "Corporate Governance—Governance Policies and Documents".

Human Rights Policy

        We have adopted the Neenah, Inc. Human Rights Policy applicable to all stakeholders. The Human Rights Policy sets forth Neenah's commitment to promote human rights in accordance with the Universal Declaration of Human Rights and the United Nations Guiding Principles on Business and Human Rights to ensure that all people are treated with dignity and respect. The Human Rights Policy


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is available on our website atwww.neenah.com on the "Investor Relations" page under the tab "Corporate Governance—Governance Policies and Documents".

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- managementnon-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


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interested parties can be found on our website atwww.neenah.com on the "Investor Relations" page under the link "Investor Relations—Corporatetab "Corporate Governance—Board of Directors—Board Communications Policy."Governance Policies and Documents".

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,NEO, as such term is used is "Additional Executive Compensation Information—Summary Compensation Table,"defined in the "Compensation Discussion and Analysis" section of this Proxy Statement, completes a questionnaire on an annual basis that requires the disclosure of any transaction or relationshipsrelationship that the person, or any member of his or her immediate family, has or will have with the Company.Company or its subsidiaries. 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 20152018 that required the review and approval of the Audit Committee in accordance with the terms of the charter.

ShareholderStockholder Rights Plan

        The Company's stockholder Rights Agreement expired on November 30, 2014. The Company hassubsequently decided at this timenot to not put a new plan in place. We will continue to evaluate the need for such a plan in the future as such need may arise.


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20152018 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 the following compensation:

Item Amount

Annual cash retainer

                               $36,000$60,000

Board and committee meeting fee

                              $1,500 per meeting

Additional cash retainers for Committee and Board Chairs:

 

 

•

Board Chairman

                               $30,000$40,000

•

Audit Committee Chairman

                               $15,000$30,000

•

Compensation Committee Chairman

                               $15,000$30,000

•

Nominating Committee Chairman

                               $10,000$17,500

Additional cash retainers for Committee Members:

•

Audit Committee Members and Chair

$9,000

•

Compensation Committee Members and Chair

$7,000

•

Nominating Committee Members and Chair

$5,000

Annual value of equity grant

 

                              $80,000 (choice of 100% restricted

                              stock units or 50% restricted

                              stock units / 50% non-qualified

                              stock options)$100,000*
*
Annual equity grant paid in restricted stock units subject to a one-year vesting period

        Neenah's director compensation program is intended to align with market level compensation to attract, motivate, and retain high-performing and diverse quality director talent. Neenah bi-annually conducts a director pay study to ensure alignment with market level compensation, the latest of which was undertaken in 2017 and resulted in an adjustment to better align with the market and evolving director work load as shown in the table above. In 2015 the directors all2018, each director received 100% RSUs, which grant was a total of 1,290 shares.1,208 RSUs. The number of stock options and RSUs granted to nonemployee directors is calculated annually using a modified Black Scholes formula used to provide aby dividing the total equity value equal toof the annual equity grant targetby the grant date fair value of the Company's stock on the day of the grant in the same manner as used to calculate grants for Company employees under the Long-Term Compensation Plan ("LTCP"). Stock Options, when granted, 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. 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 2015 Mr. McGovern2018, Dr. Wood participated in the Director'sDirectors' Plan.

        Each of our nonemployee directors areis required to own Company stock equal to twofour 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, 2015.2018. Mr. Thene was appointed to the Board of Directors on February 1, 2019 and has five years in order to meet the stock ownership requirements. Mr. Erwin and Mr. McGovern are not standing for re-election as Class III directors of the Company at the 2019 Annual Meeting


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        The following table shows the total compensation paid to each of our nonemployee directors in 2015.2018.

Name
 Fees Earned or
Paid in Cash ($)		 Stock Awards
($)(1)		 Option Awards
($)		 Total ($)  Fees Earned or
Paid in Cash ($)		 Stock Awards
($)(1)		 Total ($) 

Sean T. Erwin

 81,500 79,993 — 161,493  100,000 100,022 200,022 

Edward Grzedzinski

 49,500 79,993 — 129,493 

William M. Cook

 74,000 100,022 174,022 

Margaret S. Dano

 37,500 79,993 — 117,493  72,000 100,022 172,022 

Timothy S. Lucas

 71,000 79,993 — 150,993  106,000 100,022 206,022 

John F. McGovern

 67,069 79,993 — 147,062  89,500 100,022 189,522 

Philip C. Moore

 71,417 79,993 — 151,410  74,000 100,022 174,022 

Stephen M. Wood

 76,139 79,993 — 156,132  106,000 100,022 206,022 

Tony R. Thene

 0 0 0(2)
(1)
Amounts reported in this column represent the grant date fair value of the 20152018 RSU award granted to each director, calculated in accordance with Financial Accounting Standards Board Statement ASC Topic 718 ("ASC 718"), excluding any estimate of forfeitures related to service-based conditions.. Due to restrictions imposed by Canadian law, Mr. Moore is not able to receive a quarterly cash dividend on his RSUs. In lieu of receiving such dividends, Mr. Moore is granted additional RSUsshares of common stock on the date of each dividend payment and in value to the cash dividend that he would have received. Mr. Moore received 2128 of these RSUscommon shares in 2015.2018.

(2)
Mr. Thene was appointed to the Board of Directors on February 1, 2019 and did not receive any compensation in 2018.

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EXECUTIVE COMPENSATION

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 2015 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 program2018 for our named executive officers and our other executive officers.

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.

"NEO"). Decisions made concerning the total compensation package for our executivesNEOs take into consideration the individual executive's level of responsibility within Neenah, the performance of Neenah relative to internal targets and peer companies, and the creation of long term shareholderstockholder value. We strive to achieve a balanced and competitive compensation package through a mix of base salary, performance-based cash bonuses, long-term equity based incentives and awards, deferred compensation plans, pension plans, and welfare benefits.

Compensation Objectives and Philosophy

        Neenah's compensation policies are designed to incorporate the following attributes:






​ ​​ ​​​​ ​​
INCLUDEDEXCLUDED
​ ​​​​ ​​ ​​
​​​​​​​​​
​​​ ​​ ​​​​

•

Significant component of pay based on performance achievement; more senior positions have a higher percentage of performance-based pay; maximum payment limit on incentive plans

•

Measures are based on achievement of financial targets, attainment of strategic objectives, and enhancement of stockholder value, with a clawback policy

•

Policies validated through an independent consultant reporting to Compensation Committee, comparison to independent peer companies and stockholder "say-on-pay" votes

•

Strict insider trading policy for equity awards

•

Guaranteed variable compensation and/or open-ended payments

•

Single trigger change in control arrangements; excise tax gross-ups

•

Re-pricing or cash buyout of underwater stock appreciation rights without stockholder approval

•

Market timing of equity awards

​ ​​ ​​ ​​ ​​

2018 Key Strategic and Financial Achievements


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        Following this section under the heading "Additional Executive Compensation Information" we have included certain tables where you will find detailed compensation information for each of our NEOs. 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 NEOs and other executive officers.

Named Executive Officers

Our Compensation-Setting Process

        The Compensation Committee is responsible for carrying out the Board's responsibilities for determining the compensation for our named executive officers.NEOs. 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 NEOs.


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executive compensation programs; (2) evaluates performance against those goals and objectives; and (3) approves the compensation payable to our named executive officers.

        The Company provides its shareholdersstockholders with the opportunity to cast an annual advisory vote on executive compensation (a "say-on-pay proposal").compensation. At the Company's annual meeting of shareholdersstockholders held on May 21, 2015,23, 2018, greater than 98%96% 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 shareholderstockholder support for the Company's approach to executive compensation. The Compensation Committee will continue to consider the outcome of the Company's say-on-pay proposal votes in order to understand the environment of future compensation decisions for the named executive officers.NEOs.

        The Compensation Committee charter grants the Compensation Committee authority to independently retain compensation consultants, and in 20152018 the Compensation Committee again engaged Hugessen Consulting, Inc. ("Hugessen") to provide itthe Committee with independent advice and assistance in its deliberations regarding compensation matters. At the Committee's request, Hugessen originated certain analyses, reviewed the information provided by management, and assisted the Compensation Committee in assessing 20152018 compensation for Neenah's named executive officers.NEOs. In addition, Hugessen provided input to assist the Compensation Committee in establishing the 20152018 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 consultantsconsultant and will not approve any such work that, in its view, could compromise Hugessen's independence as advisor to the 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.

        In 2015,2018, the Compensation Committee, in accordance with SEC rules, considered the independence factors having to do with consultant conflicts of interest and determined that the work of the compensation consultantHugessen did not raise any conflicts of interest.

        In addition, in 2018 the Company retained Aon Hewitt, Inc. ("Aon") to advise management on developments relating to executive compensation in general and provide support to management and the Compensation Committee in their ongoing analysis and assessment of the effectiveness of Neenah's compensation policies and programs. Aon also assisted in the preparation and review of materials prepared by management related to benchmarking and plan designs.

        At the request of the Compensation Committee, our President and Chief Executive Officer, along with our Senior Vice President-HumanPresident and Chief Human Resources Officer, 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. These recommendations are based on the philosophy and analysis described in this "Compensation Discussion and Analysis" section of this Proxy Statement. Mr. O'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.


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        To assist in evaluating and determining levels of compensation in 20152018 for each element of pay, the Compensation Committee reviewed various sources of data prepared by management including:


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—

AEP Industries Inc. Clearwater Paper Corporation

 

—

Omnova Solutions, IncP.H. Glatfelter Company

—

Clearwater Paper Corporation Innophos Holdings,  Inc.

 

—

OM Group Inc.Quaker Chemical Corporation

—

Innophos Holdings Innospec,  Inc.

 

—

Quaker Chemical CorpRayonier Advanced Materials, Inc.

—

Innospec, Inc.Kraton Corporation

 

—

Rayonier Advanced Materials Schweitzer-Mauduit International, Inc.

—

Kraton Performance Polymers Inc.Stepan Company

 

—

Schweitzer-Mauduit International,  Inc.Rogers Corporation

—

Myers IndustriesOmnova Solutions,  Inc.

 

—

TredegarFerro Corporation

—

P.H. Glatfelter Company Multi-Color Corporation

—

Lydall,  Inc.

—

Myers Industries,  Inc.

 

 

        To develop market figures, compensation opportunities for the named executive officersNEOs 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.

        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.

        The Compensation Committee establishes targeted total compensation levels based 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")LTCP as authorized by the Amended and Restated Neenah Paper, Inc. 2004 Omnibus Plan.Stock and Incentive Compensation Plan (the "2004 Omnibus Plan") and the Amended and Restated Neenah, Inc. 2018 Omnibus Stock and Incentive Compensation Plan (the "2018 Omnibus Plan"). In making these determinations, our Compensationthe Committee is guided by the compensation philosophy described below. Our CompensationThe Committee also considers historical compensation levels, pay practices at companies in the Peer Group and the relative compensation among Neenah's senior executive officers. The Compensation Committee also considers 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, ourthe 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 whosegoals. The value of the LTCP award largely depends upon long-term appreciation in the Company's stock price.


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        Neenah's compensation philosophy is intended to provide competitive pay within the relevant market by targeting the total compensation opportunities and to reward the executives for short termshort-term and long termlong-term performance through an overall compensation mix that is targeted to include a minimum of


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50% performance basedperformance-based compensation for named executive officers. Ourour NEOs. In 2018, our Chief Executive Officer's compensation in 2015 was approximately 70% performance based74% performance-based at target levels and our other NEOs compensation was approximately 57% performance-based at target levels.

GRAPHICGRAPHIC

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 is a critical element of executive compensation because it provides our executives with a basedefined level of monthly income and also sets the base level for performance compensation. Individual base salaries for our named executive officersNEOs are generally determinedreviewed by comparing total compensation opportunities 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 the position of base salary together with all other compensation as indicated by our analysis of the Peer Group.Group, and market data provided by Aon when peer data was not available.

        This approach to base salary supports our compensation philosophy. The Compensation Committee has determined that setting NEO base salaries atin this levelmanner allows Neenah to be competitive in attracting and retaining talent, while at the same time, aligning the executive's and stockholders' interest as a substantial portionmajority of the executive's overall compensation is performance based, thus aligning the executive's and stockholders' interests.performance-based.

        AfterIn January 2018, after discussing the individual performance, experience, scope of responsibilities, and Mr. O'Donnell's recommendations for the other NEOs, the Compensation Committee established the base salaries for each NEO in January of 2015 and again in January of 2016.NEO. In general, any increases in base pay are intended to be competitive with the market and take into consideration the individual performance and scope of responsibilities of


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each NEO. Taking into account all of these factors and a comparison relative to peers, the Committee approved the adjustments shown below to further align NEO base salary with the market.

        The following table provides the base salary received byof each named executive officerNEO as of December 31 for 2015each year listed:

 
 2017 Base Salary 2018 Base Salary % Increase 

O'Donnell

 $830,000 $830,000  0%

Lind

 $410,000 $410,000  0%

Schertell

 $400,000 $460,000  15%(1)

Racki

 $292,000 $377,000  29%(1)

Duncan

 $280,000 $300,000  7%
(1)
Base salary increase reflects material change in Mr. Racki's and 2016.

 
 2014 Base Salary 2015 Base Salary % Increase 2016 Base Salary % Increase 

O'Donnell

 $625,000 $625,000  0%$750,000  20%

Lind

 $346,000 $346,000  0%$370,000  7%

Heinrichs

 $310,000 $310,000  0%$330,000  6%

Schertell

 $336,000 $336,000  0%$360,000  7%

Piedmonte

 $267,883 $280,000  4%$280,000  0%

TableMs. Schertell's respective roles and responsibilities effective as of Contents

October 1, 2018.

        Annual cash incentive bonus opportunities are awarded under the MIP and are based on our achievement of performance goals established inat the beginning of each calendar year. MIP target bonuses are established as a percentage of base salary with a target bonus ranging from 45%50% to 80%90% for named executive officers.each NEO. The Compensation Committee annually approves the target bonus range based onon: (i) data provided from the market surveys as previously described, and based on(ii) the experience and knowledge of the executive, and (iii) the quality and effectiveness of theirthe executive's leadership within Neenah as determined by the Compensation Committee.Neenah. The amount of the actual MIP bonus may beis 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 our chief executive, legal, operations and financial officers, and 0-250% for the business unit leaders, depending on whether the Company's 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 determined by the Compensation Committee in consultation with Mr. O'Donnell, based on key metrics that support the achievement of Neenah's short-term and long- termlong-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;growth, (ii) promote a performance-based work environment;environment, and (iii) serve as a material financial incentive to attract and retain executive talent.


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        For 2015,2018, the Compensation Committee approved target bonuses for our named executive officersNEOs as a percentage of base salary with a target bonus ranging from 45%50% to 80% as follows:


2015 TARGET MIP
(% of Base Salary)

O'Donnell

80%

Lind

55%

Heinrichs

50%

Schertell

55%

Piedmonte

45%

90%. The performance goals for the 20152018 MIP program were set based on the following performance criteria and the relative weighting set forth below: (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, and (ii) business unit earnings before interest and taxes


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("EBIT") for our Fine Paper & Packaging and Technical Products business units, and (iii) Progressprogress achieved in implementing the Company's strategic plan:

  
 Performance Criteria 

 Corporate
EBITDA		 Business Unit
EBIT		 Strategic
Initiatives		  2018 TARGET MIP
(% of Base Salary)		 Corporate
EBITDA		 Business Unit
EBIT		 Strategic
Initiatives		 

O'Donnell

 75% — 25% 90% 75% — 25%

Lind

 75% — 25% 60% 75% — 25%

Heinrichs

 75% — 25%

Schertell

 25% 50% 25% 60% 25% 50% 25%

Piedmonte

 75% — 25%

Racki

 50% 25% 50% 25%

Duncan

 50% 75% — 25%

        Each goal was set at levels that both the Compensation Committee and management believed to be challenging but attainable, and achievements would reflect significant performance by the Company. On a stand-alone basis, MIPCorporate EBITDA could have yieldedyield a payout from 0% at threshold, 100% at target and 200% at outstanding, and business unit EBIT could have yieldedyield a payout from 0% at threshold, 100% at target and 300% at maximum, based on year-end results. This increase isThese targets are consistent with our desire to incentivize and reward significant growth in profits.

        The performance goals and results relative to the NEOs for each of the financial metrics in 2018 were as follows:

Metric ($MM)
 Threshold
(0%)		 Target
(100%)		 Outstanding
(200%)		 Maximum
(300%)		 2018 Results Payout % 

Corporate EBITDA

  129  150  160  N/A  124  0%

Fine Paper & Packaging EBIT

  53  62  69  72  54  8%

Technical Products EBIT

  28  33  36  38  30  40%

        The strategic plan objective was paid out at 200%100% of target reflecting performance in achieving a set of strategic objectives considered critical for long-term growth. The resultsResults included the continued ramp-up of a major organic capital project to add filtration capacity in the US, integration and realization of synergies from the Coldenhove acquisition, the successful divestiture of the Company's Brattleboro, Vermont facility, organic growth of strategicachieved in targeted categories, the successful acquisition and integration of FiberMark business in August of 2015, progress on a large capital project for our filtration business, the divestiture of a non-strategic wallcovering mill in Lahnstein, Germany, and other strategic corporate initiatives.


        The performance goals and results for eachTable of the financial metrics in 2015 were as follows:Contents

Metric ($MM)
 Threshold Target Outstanding Maximum 2015 Results Payout % 

MIP EBITDA

  111  136  146  N/A  143  160%

Fine Paper & Packaging EBIT

  51  64  69  72  71  275%

        Based on the process described above, MIP payments were awarded as follows:


 2015 MIP
at Target		 2015 MIP
at Actual		 % of Target
Earned		  2018 MIP
at Target		 2018 MIP
at Actual		 % of Target
Earned		 

O'Donnell

 $500,000 $850,000 170% $747,000 $186,750 25%

Lind

 $189,750 $322,575 170% $246,000 $61,500 25%

Heinrichs

 $155,000 $263,500 170%

Schertell

 $184,800 $416,724 226% $276,000 $67,860(1) 29%

Piedmonte

 $126,000 $214,200 170%

Racki

 $188,500 $68,288(1) 45%

Duncan

 $150,000 $37,500 25%
(1)
Actual MIP amounts reflect blended target percentages resulting from material change in Mr. Racki's and Ms. Schertell's respective roles and responsibilities effective as of October 1, 2018.

        Long-term equity incentives under the LTCP consist of performance share units stock options("PSUs") and stock appreciation rights ("SARs") granted on an annual basis, with stock option awards and/or stock appreciation rightsSARs representing approximately 30% of the total value of the equity incentive awards and performance sharesPSUs 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 basedperformance-based incentives in the LTCP. The total target LTCP grants are set at the beginning of the year for each named executive officerNEO at a minimum of 55%60% of the executive's base salary. The Company typically grants 100% of the option and/or stock appreciation rightsSARs 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 unitsPSUs for each of our named executive officersNEOs 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


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Committee based on its: (i) belief that a minimal award shallshould 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 appreciation rights (SARs)SARs and performance share unitsPSUs focuses our executives on Neenah's financial performance and increasing shareholderstockholder value. It is aligned with and supports our stock ownership policy. Long-term incentives also helppolicy and helps retain employees duringfor the duration of the performance periods.

        For 2015,2018, the Compensation Committee, consistent with our compensation philosophy, approved equity grants under the LTCP for our named executive officersNEOs with target values ranging from 55%60% to 150%200% of base salary pay as follows:

 
 20152018 LTCP
(% of baseBase Salary)		 

O'Donnell

  150200%

Lind

  75%

Heinrichs

6590%

Schertell

  7090%

PiedmonteDuncan

  5575%

Racki

60%

        For each of our named executive officers,NEOs, the value was divided into awards of SARs and a target number of performance share units,PSUs, with 70% of the value in performance share unitsPSUs and 30% of the value in SARs. The range of possible awards under the LTCP was selected to tie a substantial percentage of theireach NEOs compensation to Neenah's performance.


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        The number of SARs to be awarded to each named executive officerNEO in 20152018 was determined by dividing the value of the portion of the LTCP award to be awarded as SARs (determined by the Compensation Committee as described above) by the fair value of one stock option (determined using a modified Black- ScholesBlack-Scholes formula), and then rounded to the nearest tensshare to produce the number of shares subject to the applicable optionSAR award. Each grant of SARs made in 20152018 vests in increments of 33.34%, 33.33% and 33.33% over a three yearthree-year period, with vesting occurring on each anniversary of the applicable grant, andwith a ten year term to exercise. The process described above resulted in grants of SARs in 2015 to purchase the following options:2018 as follows:

 
 20152018 SARs 

O'Donnell

  17,44033,134 

Lind

  4,810

Heinrichs

3,7507,365 

Schertell

  4,3807,186 

PiedmonteDuncan

  2,8704,491

Racki

3,713 

        In 2017, the Compensation Committee approved an amendment to the PSU portion of the LTCP program to incorporate a three-year performance period for 25% of the total PSU award, further aligning senior management of the Company with long term stockholder interests. The remaining 75% of the PSU award retains a one-year performance period to focus on and reward annual growth in sales, earnings per share, and return on invested capital. The target number of performance share unitsPSUs to be awarded to each named executive officerNEO in 20152018 was determined by dividing the value of the portion of the LTCP award to be awarded as performance share unitsPSUs (determined by the Compensation Committee as described above) using the fair market value of the stock price as of the date of grant, and then rounded to the nearest ten shares. The target number of performance share unitsPSUs are increased or decreased (to an amount equal to between 40% toand 200% of the target number)target) after the performance period for each component.

        The first component ("Component I"), representing 75% of the PSU award, is subject to a one yearone-year performance period. The unitsawarded PSUs are then subject to a two yeartwo-year holding period. After the end of the performance period, the adjustment of the target number of shares will bePSUs are calculated based on the Company's achievement of performance goals relative to the following equally weighted criteria: year over yearyear-over-year growth in net sales, (constant currency)excluding translation impacts from changes in foreign exchange rates ("Constant Currency Sales"), year over yearyear-over-year growth in return on invested capital free cash flow("Return on Capital"), and year-over-year growth in adjusted earnings per share ("Earnings Per Share"). Each of the metrics may be adjusted for certain items as a percentage of Netfurther described in the PSU award agreements as filed by the Company as Exhibit 10.1 to the Form 8-K current report filing dated February 3, 2017. The threshold, target, and outstanding levels for Constant Currency Sales growth and Return on Capital were adjusted in 2018 to reflect the Company's continued plans for growth through strategic acquisitions and investments in organic growth. The specific targets and results in 2018 for Component I were as follows:

Metric
 Threshold Target Outstanding 2018 Results Payout %

Payout (as a % of Target)

  0%  100%  200%      

  

               

Return on Capital

  Increase of
(60) basis points		  Increase of
(25) basis points		  Increase of
10 basis points		  Increase of
(265) basis points		  0%

  

               

Constant Currency Sales

  3% growth  6% growth  9% growth  4.4% growth  47%

  

               

Earnings Per Share

  3% growth  7% growth  11% growth  (19%) growth  0%

  

               

Overall Payout Percentage

              40%

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        Based on the process described above and our performance against the targets noted, PSU grants for Component I were awarded as follows:

 
 Component I
at Target		 Component I
Earned		 % of Target
Earned		 

O'Donnell

  9,336  3,735  40%

Lind

  2,075  830  40%

Schertell

  2,025  810  40%

Duncan

  1,265  506  40%

Racki

  1,046  419  40%

        The earned PSUs are now in a two-year hold period and are still subject to forfeiture based on continued employment. All of the above awarded PSUs are scheduled to vest on December 31, 2020.

        The second component ("Component II"), representing 25% of the PSU award, is subject to a three-year performance period. After the end of the performance period, the adjustment of the target number of PSUs is calculated based on the Company's achievement of the performance goal of relative total shareholderstockholder return ("Relative TSR"). The Relative TSR (including dividend yield), is compared against the Russell 2000 Value Index. The payout levels forIndex over the performance share unit metrics includeperiod.

Metric
 Threshold Target Outstanding Payout % 

Payout (as a % of Target)

  0%  100%  200%    

Total Stockholder Return

  3rd Quartile  2nd Quartile  1st Quartile  TBD* 
*
Subject to a 0% payout below threshold, 100% payout at target, and 200% payout at outstanding. The specific targets and results in 2015 were as follows:

Metric
 Threshold Target Outstanding 2015 Results Payout % 

Payout (as a % of Target)

  0%  100% 200%       

  

               

Return on Capital

  No increase  Increase of
40 basis points		 Increase of
greater than
80 basis points		  Decrease of
53 basis points		      0%

  

               

Growth in Sales

  0% growth  3% growth More than
6% growth		  10.3%  200%

  

               

Free Cash Flow as % of Sales

  4%  5.5% 7%  7.4%  200%

  

               

Relative Total Shareholder Return

  3rd Quartile  Median Top Quartile  2nd Quartile  184%

  

               

Aggregate Payout Percentage

             146%

        Based on the process described above and ourthree-year performance against the targets noted, performance share unit ("PSU") grants were awarded as follows:

 
 2015 PSUs
at Target		 2015 PSUs
Granted		 % of Target
Earned		 

O'Donnell

  10,990  16,046  146%

Lind

  3,030  4,424  146%

Heinrichs

  2,360  3,446  146%

Schertell

  2,760  4,030  146%

Piedmonte

  1,810  2,643  146%

        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 onending December 31, 2017.

2020.

        We maintain the Neenah Paper401(k) Retirement Contribution Plan (the "Retirement Contribution"401(k) Plan"), which is a tax-qualified defined contribution plan for employees. The 401(k) Plan is available to all Neenah's U.S. employees, including Mr. O'Donnell, Mr. Heinrichs, and Ms. Schertell,but includes a special profit-sharing contribution feature that is only applicable for certain employees who are ineligible to participate in the Pension Plan the Supplemental Pension Plan.(the "Retirement Contribution Plan"). Further, we maintain a supplemental retirement contribution plan (the "Supplemental RCP") which is a non- qualifiednon-qualified defined contribution plan which is intended to provide a tax- deferredtax-deferred retirement savings alternative for amounts exceeding Internal Revenue Code limitations on qualified plans. Additional information regarding the Supplemental RCP can be found in the 2015"2018 Nonqualified Deferred CompensationCompensation" table later in this Proxy Statement.

        We also maintain the Neenah Paper 401(k) Plan (the "401(k) Plan"), which is a tax-qualified defined contribution plan available to all of Neenah's U.S. employees, and the Neenah Paper Deferred Compensation Plan (the "Deferred Compensation Plan"), which is a non- qualifiednon-qualified deferred compensation plan for our executive officers. The Deferred Compensation Plan enables our executive officers to defer a portion of annual cash compensation (base salary and non-equity awards under our MIP). This planThe Deferred Compensation 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. Additional information regarding the Deferred Compensation Plan can be found in the 2015"2018 Nonqualified Deferred CompensationCompensation" table later in this Proxy Statement.


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        We also 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, includingemployees. Ms. Lind is the only NEO that participates in the Pension Plan and Mr. Piedmonte, who were employed by Kimberly-Clark (our predecessor company prior to being spun-off) prior to December 31, 1996. Mr. O'Donnell, Mr. Heinrichs, and Ms. Schertell do not participate in these plans.Supplemental Pension Plan. Additional information regarding the Pension Plan and the Supplemental Pension Plan can be found in the 2015"2018 Pension BenefitsBenefits" table later in this Proxy Statement.


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        Neenah and the Compensation Committee believe that the Pension Plan, Supplemental Pension Plan, Retirement Contribution Plan, Supplemental RCP, Deferred Compensation Plan, 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.

        The Neenah Paper2004 Executive Severance Plan (the "Executive"2004 Executive Severance Plan") coverscovered designated officers,executives, including all of our named executive officers,NEOs, and providesprovided certain severance benefits upon termination of employment following a change in control of Neenah. Upon termination of the officer'sexecutive's employment by Neenah without "cause" or by the officerexecutive for "good reason" (as both terms are defined in the 2004 Executive Severance Plan) within the two-year period following a change in control or a termination by usNeenah without "cause" during the one-year period preceding such a change in control, the officer will2004 Executive Severance Plan provided that the executive would be entitled to a lump-sum cash payment equal to the sum of: (i) two times the sum of his or her annual base salary and targeted annual bonus;bonus, (ii) any qualified retirement plan benefits forfeited as a result of such termination;termination, (iii) the amount of retirement benefits such officerexecutive 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;termination, (iv) the cost of medical and dental COBRA premiums for a period of two years;years, and (v) a cash settlement of any accrued retiree welfare benefits. In addition, the officerexecutive will be eligible to receive outplacement services for a period of two years (up to a maximum cost to usNeenah of $50,000).

        In March 2017, the Compensation Committee amended and restated the Executive Severance Plan (the "2017 Executive Severance Plan"), effective April 1, 2017, to provide executives certain severance benefits both upon termination of employment following a change in control of Neenah and outside of a change in control. The 2017 Executive Severance Plan also categorize the participating executives as either "Tier 1", "Tier 2", or "Tier 3" participants in order to provide varying benefit amounts to the different executives. All NEOs are Tier 1 participants under the 2017 Executive Severance Plan.

        Upon termination of an NEO's employment by Neenah without "cause" outside of a change in control, such NEO will be entitled to an amount equal to one and one-half times his or her base salary. Upon termination of the NEO's employment by Neenah without "cause" within the two-year period following a change in control or by the NEO for "good reason" within the two-year period following a change in control, the 2017 Executive Severance Plan provides that such terminated NEO will be entitled to the sum of (i) two times the sum of his or her annual base salary, (ii) the amount of bonus under the MIP that he or she has earned through the date of the change in control, plus two times his or her targeted annual bonus, (iii) any profit-sharing contributions or pension plan benefits forfeited as a result of such termination, (iv) the amount of profit-sharing contributions and pension plan benefits such participant 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, and (v) the cost of medical and dental COBRA premiums for a period of two years. In addition, such NEO will be fully vested in his or her account under the Deferred Compensation Plan and any awards granted to him or her under the 2004 Omnibus Plan or the 2018 Omnibus Plan.

        In addition, upon termination of an NEO's employment by Neenah at any time without "cause" or by the officer for "good reason" within the two-year period following a change in control, the NEO will be eligible to receive reimbursement for outplacement service costs for a period of two years in an amount not to exceed $50,000.


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        Payment of the benefits under the 2017 Executive Severance Plan is subject to the applicable executive executing an agreement that includes restrictive covenants and a general release of claims against us.Neenah. 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 2017 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 excise gross up provision of 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 grantsSAR awards and performance share unitPSU target levels and awards are made in the manner described above. The number of SARs awarded is determined by the fair value of one stock option (using a modified Black-Scholes formula) at the time of the award. 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.


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Tax and Accounting Consideration

        In general, the tax and accounting treatment of compensation for our named executive officersNEOs 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 iswe have historically sought to maximize deductibility of our named executive officers'NEOs' compensation under Internal Revenue 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 basedperformance-based and are designedhave historically been intended to be fully deductible under Code Section 162(m).

        The exemption from Section 162(m)'s deduction limit for performance-based compensation has been repealed, effective for taxable years beginning after December 31, 2017, such that compensation paid to our covered executive officers in excess of $1 million will not be deductible unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017.

        Despite our efforts in the past to structure annual cash incentives in a manner intended to be exempt from Section 162(m) and, therefore, not subject to its deduction limits, because of ambiguities and uncertainties as to the application and interpretation of Section 162(m) and the regulations issued thereunder, including the uncertain scope of the transition relief under the legislation repealing Section 162(m)'s exemption from the deduction limit, no assurance can be given that compensation intended to satisfy the requirements for exemption from Section��162(m) in fact will. Further, the Compensation Committee reserves the right to modify compensation that was initially intended to be exempt from Section 162(m) if it determines that such modifications are consistent with our business needs.

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


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management's interests. Named executive officersNEOs are required to own a designated multiple of their respective annual salaries.base salary. The multiples for each NEO are as follow:

 
 Stock Ownership
Multiple of Base
Salary		 

O'Donnell

  6x 

Lind

  4x 

Heinrichs

4x

Schertell

  4x 

PiedmonteRacki

4x

Duncan

  4x 

        Each of the named executive officersNEO is required to hold at least 50% of their annual performance sharePSU grants until they reach the ownership guidelines. The following holdings are counted toward fulfilling guidelines, with each being valued using our stock price as of December 31 of each year;year: (i) stock held in the 401(k) plan,Plan, other deferral plans, outright, or in brokerage accounts;accounts, (ii) performance share unitsPSUs or restricted stock units earned but not vested or not paid out;out, and (iii) 'in the money' value of vested or unvested stock options.options and SARs. Penalties for continued failure to meet the guidelines include payment of MIP compensation in Neenah stock and reduction of LTCP compensation. All of our named executive officersNEOs met or exceeded the guidelines as of December 31, 2015.2018. Mr. Duncan was hired by the Company in February 2016 and has five years to meet the stock ownership requirements. Mr. Racki was named an executive officer in May 2017 and has five years to meet the stock ownership requirements.

CEO Pay Ratio

        Under Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, the Company is required to provide the ratio of the annual total compensation of its Chief Executive Officer, Mr. O'Donnell, to the annual total pay of the median employee of the Company (the "Pay Ratio Disclosure"). For 2018, the median compensation of all employees of the Company and its consolidated subsidiaries (other than Mr. O'Donnell), which includes employees located in the United States, Germany, The Netherlands, and England, was $61,774. Mr. O'Donnell's total compensation in 2018 for purposes of the Pay Ratio Disclosure was $2,952,529. Based on this information, the ratio of the compensation of the Chief Executive Officer to the median annual total compensation of all other employees for purposes of the 2018 Pay Ratio Disclosure was estimated to be 48 to 1.

        The Pay Ratio Disclosure above was calculated in accordance with SEC rules based upon the Company's reasonable judgment and assumptions using the methodology described below. The SEC rules do not specify a single methodology for identification of the median employee or calculation of the Pay Ratio Disclosure and other companies may use assumptions and methodologies that are different from those used by the Company in calculating their Pay Ratio Disclosure. Accordingly, the pay ratio disclosed by other companies may not be comparable to the Company's Pay Ratio Disclosure above. The Company's methodology for calculating the Pay Ratio Disclosure included the following:


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Clawback Policy

        The Compensation Committee adopted a "clawback policy" for all executives and other employees participating in our MIP program concerning the future payment of MIP payments and long termlong-term equity grants under the LTCP program. This 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.

Policies against Hedging and Pledging Securities

        Our insider trading policy provides that directors, officers and employees are prohibited from engaging in short sales and buying or selling puts or calls or other derivative securities of Neenah. Directors and officers are also prohibited from holding Neenah securities in a margin account or pledging Neenah securities as collateral for a loan.


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COMPENSATION COMMITTEE REPORT

        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, 2015.2018.

  Compensation Committee:

 
 
Stephen M. Wood, Chairman
  John F. McGovern
  Edward GrzedzinskiMargaret S. Dano
Timothy S. Lucas

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ADVISORY VOTE ON EXECUTIVE COMPENSATION (ITEM 2)

        The Board of Directors unanimously recommends that the stockholders vote "FOR" the approval of the Company's executive compensation.

Section 14A of the Securities Exchange Act of 1934, as amended (the "Exchange Act") requires that we include in this proxy statementProxy Statement a non- bindingnon-binding stockholder vote on our executive compensation as described in this proxy statementProxy Statement (commonly referred to as "Say-on-Pay").

        We encourage stockholders to review the Compensation"Compensation Discussion and AnalysisAnalysis" ("CD&A") section of this proxy statement.Proxy Statement. Our executive compensation program has been designed to pay for performancepay-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- performancepay-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:


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    •
    The Compensation Committee is advised by an independent compensation consultant who keeps the Compensation Committee apprised of developments and best practices.

    •
    The Company has a clawback policy which allows the Company to recoup awards if payment or vesting was based on financial criteria that are later deemed to be materially inaccurate.

    •
    In 2017, the Compensation Committee amended the 2004 Executive Severance Plan to remove the excise tax gross up provision.

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      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.


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ADDITIONAL EXECUTIVE COMPENSATION INFORMATION

Summary Compensation Table

        The following table reflects compensation paid to or earned by our named executive officersNEOs for services rendered during 2015, 20142018, 2017, and 2013:2016:

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
($)		  Year Salary
($)(1)		 Stock
Awards
($)(2)		 Option
Awards
($)(3)		 Non-Equity
Incentive Plan
Compensation
($)(4)		 Change in
Pension
Value and
Non-Qualified
Deferred
Compensation
Earnings
($)(5)		 All Other
Compensation
($)(6)		 Total
($)		 

John P. O'Donnell

 2015 625,000 878,890 287,237 850,000 — 133,766 2,774,893  2018 830,000 1,310,184 498,004 186,750 0 138,182 2,963,120 

President and

 2014 625,000 1,144,078 236,502 827,500 — 101,590 2,934,670  2017 830,000 1,351,979 498,003 472,478 0 136,148 3,288,609 

Chief Executive Officer

 2013 600,000 724,170 237,367 501,600 — 111,986 2,175,123  2016 750,000 1,103,789 382,495 577,500 0 150,573 2,964,357 

Bonnie C. Lind

 
2015		 
346,000		 
242,340		 
79,221		 
322,575		 
410,095		 
9,930		 
1,410,161		  
2018		 
410,000		 
291,322		 
110,696		 
61,500		 
121,523		 
22,080		 
1,017,121		 

Senior Vice President, Chief

 2014 346,000 315,685 65,268 314,036 695,665 13,079 1,749,733  2017 410,000 267,146 98,400 155,595 695,393 10,300 1,636,834 

Financial Officer and Treasurer

 2013 330,000 197,175 65,348 189,668 77,002 8,883 868,076  2016 370,000 240,238 83,249 195,869 386,467 10,150 1,285,973 

Steven S. Heinrichs

 
2015		 
310,000		 
188,753		 
61,763		 
263,500		 
—		 
52,517		 
876,533		 

Senior Vice President, General

 2014 310,000 245,533 50,778 256,525 — 41,951 904,787 

Counsel and Secretary

 2013 290,000 150,570 49,972 151,527 — 49,598 691,667 

Julie A. Schertell

 
2015		 
336,000		 
220,745		 
72,139		 
416,724		 
—		 
53,623		 
1,099,231		  
2018		 
415,000		 
270,736		 
108,006		 
67,860		 
0		 
53,999		 
915,601		 

Senior Vice President,

 2014 336,000 266,430 55,062 233,251 — 46,385 937,128  2017 400,000 260,647 96,002 161,150 0 53,152 970,951 

President Technical Products

 2016 360,000 233,716 81,006 182,655 0 68,477 925,854 

Byron J. Racki(7)

 
2018		 
326,750		 
146,878		 
55,806		 
68,288		 
0		 
41,993		 
639,715		 

Senior Vice President,

 2017 292,000 118,901 43,794 94,936 0 33,168 582,799 

President Fine Paper & Packaging

 2013 300,000 143,400 47,089 189,000 — 51,685 731,174                  

James R. Piedmonte

 
2015		 
280,000		 
144,764		 
47,269		 
214,200		 
291,444		 
11,183		 
988,860		 

Senior Vice President,

 2014 267,883 179,859 37,170 199,506 504,763 12,800 1,201,981 

Global Operations

 2013 267,883 111,135 36,518 125,972 88,833 15,007 645,348 

Matthew L. Duncan(8)

 
2018		 
300,000		 
177,619		 
67,500		 
37,500		 
0		 
37,310		 
619,929		 

Senior Vice President, Chief

 2017 280,000 136,871 50,406 88,550 0 32,943 588,770 

Human Resources Officer

 2016 234,444 245,482 50,394 101,725 0 23,841 655,886 
(1)
Amounts shown reflect actual earnings during the applicable year and include mid-year salary adjustments. Please see the "Compensation Discussion & Analysis" section of this Proxy Statement for base salary information for each NEO as of December 31, 2018.

(2)
Amounts shown reflect the aggregate grant date fair value with respect to performance share units, restricted stock units and restricted stockPSUs granted pursuant to ourthe 2004 Omnibus Plan all disregarding any estimates of forfeitures related to service-based vesting conditions.and 2018 Omnibus Plan. The amounts for represent the grant date fair value of the PSU awards on the date of the grant in accordance with ASC 718. The grant date fair value of the stock awards is equal to the fair market value of the underlying common stock on the date of grant. See Note 89 of Notes to the auditedConsolidated Financial StatementStatements included in our 20152018 Annual Report on Form 10-K for the assumptions used in valuing the performance share units.PSUs granted.

(2)(3)
Amounts shown reflect the aggregate grant date fair value with respect to stock options and stock appreciation rights ("SAR")SARs granted pursuant to ourthe 2004 Omnibus Plan disregarding any estimates of forfeitures related to service-based vesting conditions.and 2018 Omnibus Plan. The amounts represent grant date fair value of the SARs on the date of the grant in accordance with ASC 718. The grant date fair value of the SAR awards is determined using the Black-Scholes option valuation model. See Note 89 of Notes to the auditedConsolidated Financial StatementStatements included in our 20152018 Annual Report on Form 10-K for the assumptions used in valuing the SARs.SARs granted.

(3)(4)
Amounts shown reflect annual performance bonuses earned in the fiscal year and paid in the following year, andyear. 2018 amounts are described in detail in the portion of our Compensation"Compensation Discussion and Analysis,Analysis" captioned "2015"2018 Annual Performance Bonus Awards."

(4)(5)
Amounts shown reflect the aggregate change during the year in the actuarial present value of accumulated benefit under our Pension Plan and Supplemental Pension Plan. The large variability in value year-to-year is caused, for the most part, by changes in the discount rates used to calculate the value from year to year,year-to-year, and not any increase or change in the pension plan for any individual named executive officer.NEO. Messrs. Heinrichs,Racki, Duncan, O'Donnell and Ms. Schertell do not participate in any ofeither the defined pension plans.Pension Plan or Supplemental Pension Plan.

(5)(6)
"All Other Compensation" includes (i) Neenah's contribution to the 401(k) Plan account of each of our named executive officers. The amounts shown forNEOs, (ii) Neenah's special profit-sharing contribution to the 401(k) Plan accounts of Messrs. Heinrichs, O'Donnell, Duncan, Racki and Ms. Schertell also include Neenah's contribution to their accounts inunder the Supplemental Retirement Contribution Plan as disclosed on page 45 of this Proxy Statement, and Supplemental Retirement Contribution Plan. The amounts shown for Ms. Lind, Mr. Heinrichs and Ms. Schertell include(iii) reimbursable expenses for anrelated to annual physical. The totals shown for Messrs. O'Donnell, Heinrichs, Piedmonte and Ms. Schertell in 2015, 2014, and 2013 include expenses forphysicals, tax preparation, financial planning and financial planning.spousal travel to attend the Company's August 2018 board of directors meeting.

(7)
Mr. Racki was named an executive officer in May 2017.

(8)
Mr. Duncan was hired by the Company in February 2016.

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20152018 Grants of Plan Based Awards

        The following table contains information relating to the plan based awards grants made in 20152018 to our named executive officersNEOs under the 2018 Omnibus Plan and is intended to supplement the 2015 Summary"Summary Compensation TableTable" listed above.above:


  
  
  
  
  
  
  
  
 All Other
Option
Awards
(3)		  
  
   
  
  
  
  
  
  
  
 All Other
Option
Awards
(3)		  
  
 

  
  
 Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards(1)		 Estimated Future Payouts
Under Equity Incentive
Plan Awards(2)		  
  
   
  
 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
($)		  All Other
Option
Awards
(3)		  
  
 Grant Date
Fair
Value of
Stock and
Option
Awards
($)		  All Other
Option
Awards
(3)
Name and
Principal Position
 Plan Grant
Date		 Threshold
($)		 Target
($)		 Maximum
($)		 Threshold
(#)		 Target
(#)		 Maximum
(#)		 Exercise
or Base
Price of
Option
Award
($/SH)		  Plan Grant
Date		 Threshold
($)		 Target
($)		 Maximum
($)		 Threshold
(#)		 Target
(#)		 Maximum
(#)		 Exercise
or Base
Price of
Option
Award
($/SH)		 

John P. O'Donnell

 MIP 01/27/2015 0 500,000 1,000,000          MIP 1/30/2018 0 747,000 1,494,000         

President and Chief

 Performance Units 01/27/2015       4,396 10,990 21,980     878,980  PSU 1/30/2018       4,979 12,448 24,896     1,310,184 

Executive Officer

 SAR 01/27/2015             17,440 59.72 287,237  SAR 1/30/2018             33,134 93.35 498,004 

Bonnie C. Lind

 
MIP		 
01/27/2015		 
0		 
195,250		 
390,500		              
MIP		 
1/30/2018		 
0		 
246,000		 
492,000		             

Senior Vice President,

 Performance Units 01/27/2015       1,212 3,030 6,060     242,340  PSU 1/30/2018       1,107 2,767 5,534     291,322 

Chief Financial Officer

 SAR 01/27/2015             4,810 59.72 79,221  SAR 1/30/2018             7,365 93.35 110,696 

and Treasurer

                                              

Steven S. Heinrichs

 
MIP		 
01/27/2015		 
0		 
155,000		 
310,000		             

Julie A. Schertell

 
MIP		 
1/30/2018		 
0		 
276,000		 
632,500		             

Senior Vice President,

 Performance Units 01/27/2015       944 2,360 4,720     188,753  PSU 1/30/2018       1,080 2,700 5,400     270,736 

General Counsel and

 SAR 01/27/2015             3,750 59.72 61,763 

Secretary

                       

Julie A. Schertell

 
MIP		 
01/27/2015		 
0		 
184,800		 
462,000		             

President Technical

 SAR 1/30/2018             7,186 93.35 108,006 

Products

                       

Byron J. Racki

 
MIP		 
1/30/2018		 
0		 
188,500		 
431,665		             

Senior Vice President,

 Performance Units 01/27/2015       1,104 2,760 5,520     220,745  PSU 1/30/2018       558 1,395 2,790     146,878 

President Fine

 SAR 01/27/2015             4,380 59.72 72,139  SAR 1/30/2018             3,713 93.35 55,806 

Paper & Packaging

                                              

James R. Piedmonte

 
MIP		 
01/27/2015		 
0		 
126,000		 
252,000		             

Matthew L. Duncan

 
MIP		 
1/30/2018		 
0		 
150,000		 
300,000		             

Senior Vice President,

 Performance Units 01/27/2015       724 1,810 3,620     144,764  PSU 1/30/2018       675 1,687 3,374     177,619 

Global Operations

 SAR 01/27/2015             2,870 59.72 47,269 

Chief Human Resources Officer

 SAR 1/30/2018             4,491 93.35 67,500 
(1)
Reflects the range of potential annual incentive bonus payments that could have been earned by each named executive officerNEO under Neenah's MIP in 2015.2018. The actual bonuses earned in 20152018 are reflected in the Summary"Summary Compensation TableTable" above under the caption "Non-Equity Incentive Plan Compensation." For more information regarding annual incentive bonus opportunities, see the discussion in the Compensation"Compensation Discussion and Analysis.Analysis" section of this Proxy Statement.

(2)
Reflects the range of potential performance share unitsPSUs that may be earned by each named executive officer,NEO based on the Company's level of achievement of performance goals in 20152018 and total shareholder return relative to a peer groupRelative TSR for the performance period ending December 31, 2015.2020. After the December 31, 2018 performance period, the PSUs remain subject to a two-year holding period. For more information regarding the performance share units,PSUs, including how the number of performance share unitsPSUs awarded was determined and the vesting terms applicable to such units, see the discussion in the Compensation"Compensation Discussion and Analysis.Analysis" section of this Proxy Statement. Outstanding restricted share unitsPSUs receive dividends at the same rate as other stockholders.stockholders following the applicable performance period.

(3)
The stock optionsSARs vest as to one-thirdin increments of 33.34%, 33.33% and 33.33% over a three-year period, with vesting occurring on each anniversary of the shares on each of the first three anniversaries of the grant date.applicable grant.

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Outstanding Equity Awards at 20152018 Fiscal Year-End

        The following table sets forth information concerning outstanding equity awards for our named executive officersNEOs as of December 31, 2015.2018.


 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 ($)		 Option
Expiration
Date		 Number of
Shares or
Units or
Stock That
Have Not
Vested		 Market
Value of
shares or
Units of
Stock		 Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested		 Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested ($)		 

John P. O'Donnell

 0 125,000 0 24.09(3) 01/24/2022          18,874 9,438 0 57.95(5) 01/25/2026         

President and Chief

 8,234 0 0 31.23(6) 01/28/2023          12,251 24,502 0 82.15(6) 01/29/2027         

Executive Officer

 6,256 6,258 0 42.82(5) 01/27/2024          0 33,134 0 93.35(7) 01/29/2028         

 0 17,440 0 59.72(6) 01/26/2025                    14,145(9) 833,423     

           28,207(7) 1,144,078                12,448(10) 733,436     

           10,990(8) 878,980     

Bonnie C. Lind

 
2,201		 
0		 
0		 
24.09(2)		 
01/24/2022		          
1,728		 
0		 
0		 
42.82(3)		 
01/27/2024		         

Senior Vice President,

 4,534 0 0 31.23(4) 01/29/2023          3,207 0 0 59.72(4) 01/26/2025         

Chief Financial Officer

 3,452 1,728 0 42.82(5) 01/27/2024          4,107 2,055 0 57.95(5) 01/25/2026         

and Treasurer

 0 4,810 0 59.72(6) 01/26/2025          2,420 4,842 0 82.15(6) 01/29/2027         

           7,783(7) 315,685      0 7,365 0 93.35(7) 01/29/2028         

           3,030(8) 242,340                2,795(9) 164,681     

Steven S. Heinrichs

 
1,734		 
0		 
0		 
31.23(4)		 
01/28/2023		         

Senior Vice President,

 2,686 1,344 0 42.82(5) 01/27/2024         

General Counsel and

 0 3,750 0 59.72(6) 01/26/2025         

Secretary

           6,054(7) 245,533     

           2,360(8) 188,753                2,767(10) 163,032     

Julie A. Schertell

 
1,601		 
0		 
0		 
19.25(1)		 
01/27/2021		          
3,000		 
0		 
0		 
24.09(1)		 
01/24/2022		         

Senior Vice President,

 3,000 0 0 24.09(2) 01/24/2022          4,900 0 0 31.23(2) 01/28/2023         

President Fine Paper & Packaging

 4,900 0 0 31.23(4) 01/28/2023         

President Technical

 4,370 0 0 42.82(3) 01/27/2024         

Products

 4,380 0 0 59.72(4) 01/26/2025         

 2,912 1,458 0 42.82(5) 01/27/2024          3,996 2,000 0 57.95(5) 01/25/2026         

 0 4,380 0 59.72(6) 01/26/2025          2,361 4,724 0 82.15(6) 01/29/2027         

           6,569(7) 266,430      0 7,186 0 93.35(7) 01/29/2028         

           2,760(8) 220,745                2,727(9) 160,675     

James R. Piedmonte

 
3,700		 
0		 
0		 
24.09(2)		 
01/24,2022		         

           2,700(10) 159,084     

Byron J. Racki

 
1,940		 
0		 
0		 
59.72(4)		 
01/26/2025		         

Senior Vice President,

 3,800 0 0 31.23(4) 01/28/2023          1,698 850 0 57.95(5) 01/25/2026         

Global Operations

 1,966 984 0 42.82(5) 01/27/2024         

President Fine Paper &

 1,077 2,155 0 82.15(6) 01/29/2027         

Packaging

 0 3.713 0 93.35(7) 01/29/2028         

 0 2,870 0 59.72(6) 01/26/2025                    1,244(9) 73,296     

           4,434(7) 179,859                1,395(10) 82,193     

Matthew L. Duncan

 
0		 
1,191		 
0		 
60.56(8)		 
02/28/2026		         

Senior Vice President,

 0 2,480 0 82.15(6) 01/29/2027         

Chief Human Resources

 0 4,491 0 93.35(7) 01/29/2028         

Officer

           1,432(9) 84,373     

           1,810(8) 144,764                1,687(10) 99,398     
(1)
These options were granted on January 28, 2011 and vested as follows: 33.34% on January 28, 2012 and 33.33% on both January 28, 2013 and January 28, 2014. These options were converted to stock appreciation rights on July 1, 2014.

(2)
These options were granted on January 25, 2012 and vestvested as follows: 33.34% on January 25, 2013 and 33.33% on both January 25, 2014 and January 25, 2015. These options were converted to stock appreciation rightsSARs on July 1, 2014.

(3)
These options were granted to Mr. O'Donnell on January 25, 2013 and vest as further described in the CD&A section of the Company's 2012 Proxy Statement under the title "2012 CEO Special Option Grant". These options were converted to stock appreciation rights on July 1, 2014.

(4)(2)
These options were granted on January 29, 2013, and vest as follows: 33.34% on January 29, 2014 and 33.33% on both January 29, 2015 and January 29, 2016. These options were converted to stock appreciation rightsSARs on July 1, 2014.

(5)(3)
These options were granted on January 28, 2014, and vest as follows: 33.34% on January 28, 2015 and 33.33% on both January 28, 2016 and January 28, 2017. These options were converted to stock appreciation rightsSARs on July 1, 2014.

(6)(4)
These stock appreciation rightsSARs were granted on January 27, 2015, and vest as follows: 33.34% on January 27, 2016 and 33.33% on both January 27, 2017 and January 27, 2018.

(5)
These SARs were granted on January 26, 2016, and vest as follows: 33.34% on January 26, 2017 and 33.33% on both January 26, 2018 and January 26, 2019.

(6)
These SARs were granted on January 30, 2017, and vest as follows: 33.34% on January 30, 2018 and 33.33% on both January 30, 2019 and January 30, 2020.

(7)
These performance share unitsSARs were granted on January 30, 2018, and vest as follows: 33.34% on January 30, 2019 and 33.33% on both January 30, 2020 and January 30, 2021.

(8)
These SARs were granted to Mr. Duncan on February 29, 2016 and vest as follows: 33.34% on February 28, 2017, and 33.33% on both February 28, 2018 and February 28, 2019.

(9)
These PSU target levels were set on January 28, 201430, 2017 and were75% of the award was earned and vested on December 31, 2014,2017, based on the Company's achievement of performance goals relating to return on invested capital and total shareholder return during the performance period ending December 31, 2014. The2017. This component of the awards werewas granted at 184%108% of target as disclosed inand the CD&A Section of the 2015 Proxy Statement and the

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    market value disclosed in this table reflects the sizing of these awards. These performance share unitsPSU are subject to a two year hold two-year continued service


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    requirement after vesting.the one-year performance period, subject to certain exceptions. The remaining 25% of the grant is subject to a three-year performance period ending December 31, 2019.

(8)(10)
These performance share unitsPSU target levels were set on January 27, 201530, 2018 and were75% of the award was earned and vested on December 31, 2015,2018, based on the Company's achievement of performance goals relating to return on invested capital and total shareholder return during the performance period ending December 31, 2015. The2018. This component of the awards werewas granted at 146%40% of target as disclosed in the CD&A Section"Compensation Discussion and Analysis" section of thisthe 2018 Proxy Statement and the market value disclosed in this table reflects the sizing of these awards. These performance share unitsPSUs are subject to a two year holdtwo-year continued service requirement after vesting.the one-year performance period, subject to certain exceptions. The remaining 25% of the grant is subject to a three-year performance period ending December 31, 2020.

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Option Exercises and Stock Vested in 20152018

        The following table sets forth information regarding stock options or SARs exercised and stock awards vested for our named executive officers in 2015.NEOs during 2018:


 Option Awards Stock Awards(2)  Option Awards Stock Awards(1) 
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 ($)		 Number of
Shares
Acquired on
Vesting (#)		 Value Realized
on Vesting ($)(2)		 

John P. O'Donnell

 20,523 642,360 24,846 1,551,136  17,440 590,606 21,254 1,252,286 

Bonnie C. Lind

 2,568 118,829 6,765 422,339  0 0 4,626 272,564 

Steven S. Heinrichs

 10,367 368,735 5,166 322,513 

Julie A. Schertell

 — — 4,920 307,156  0 0 4,501 265,199 

James R. Piedmonte

 4,600 196,664 3,813 238,046 

Byron J. Racki

 0 0 1,913 112,714 

Matthew L. Duncan

 2,429 44,820 2,680 157,906 
(1)
These shares represent the vesting of the PSUs granted to each of our NEOs in January of 2016 and which vested on December 31, 2018 after a one-year performance and two-year holding period.

(2)
Reflects the market value of the shares on the vesting date.

(2)
These shares represent the vesting of the Performance Share Units granted to each of our named executive officer in January of 2013, which vested on December 31, 2015, after a one year performance and two year holding period.

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"Summary Compensation Table.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 Internal Revenue 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. Ms. Lind and Mr. Piedmonte areis eligible for early retirement on a reduced basis. None of our other named executive officersNEOs currently is eligible for 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 78 of Notes to our financial statementsConsolidated Financial Statements included in our 20152018 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.


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20152018 Pension Benefits

        The following table sets forth information as of December 31, 20152018 regarding accumulated benefits to our named executive officersNEOs under our Pension Plan and Supplemental Pension Plan and German Pension Plans.Plan:

Name(1)
 Plan Name Number of Years
Credited Service(1)		 Present Value of
Accumulated Benefit ($)(2)		  Plan Name Number of Years
Credited Service		 Present Value of
Accumulated Benefit ($)(2)		 

Bonnie C. Lind

 Neenah Paper Pension Plan  34.0 1,509,796  Neenah Pension Plan  37(3) 1,980,894 

 Neenah Paper Supplemental Pension Plan  34.0 2,313,935  Neenah Supplemental Pension Plan  37(3) 3,046,220 

James R. Piedmonte

 

Neenah Paper Pension Plan

  
37.6		 
1,723,363		 

 Neenah Paper Supplemental Pension Plan  37.6 1,576,066 
(1)
Includes years of service credited for employment with Kimberly-Clark prior to Neenah's spin-off forMessrs. O'Donnell, Racki, Duncan and Ms. Lind and Mr. Piedmonte.Schertell do not participate in the Pension Plan or Supplemental Pension Plan.

(2)
For a description of the assumptions applied in determining the present value of accumulated benefits reported above, see Note 78 of Notes to the auditedConsolidated Financial Statements included in our 20152018 Annual Report on Form 10-K.

(3)
Includes years of service credited for employment with Kimberly-Clark prior to Neenah's spin-off.

20152018 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 Company contributions are intended to provide contributions to those individuals whose benefits under tax-qualified programs are restricted by the limitations permitted by the Internal Revenue Code. Contributions are held for each participant in either an excess benefit or supplemental benefit unfunded separate account. Participant accounts are credited with earnings, gains, and losses based on the rate of return of investment funds selected by the participant, which the participant may elect to change in accordance with the participant's elections under the Supplemental 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 uponpromptly following 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. Ms. Lind does not participate in the Supplemental RCP due to her participation in the Pension Plan and Supplemental Pension Plan.

        The Deferred Compensation Plan enables our executive officers to defer a portion of annual cash compensation (base salary and non-equity 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. Named


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executive officer        NEO participation in the Supplemental RCP and the Deferred Compensation Plan in 20152018 is as follows:

Name(1)
 Executive
Contributions
in last
Fiscal Year(1)		 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(2)		 Company
Contributions
in last
Fiscal Year(3)		 Aggregate
Earnings
in last
Fiscal Year		 Aggregate
Withdrawal/
Distributions		 Aggregate
Balance
at Last
Fiscal Year		 

John P. O'Donnell

 0 $103,906 $(23,009) 0 $423,252  0 $89,904 $(89,690) 0 $803,820 

President and Chief

                      

Executive Officer

                      

Steven S. Heinrichs

 
0		 
$
22,614		 
$
(1,240
)		 
0		 
$
161,367		 

Senior Vice President,

           

General Counsel and Secretary

           

Julie A. Schertell

 
0		 
$
22,818		 
$
(1,699
)		 
0		 
$
116,231		  
0		 
$
22,586		 
$
(22,099
)		 
0		 
$
230,379		 

Senior Vice President,

                      

President Technical Products

           

Byron J. Racki

 
0		 
$
9,901		 
$
(8,252
)		 
0		 
$
70,289		 

Senior Vice President,

           

President Fine Paper & Packaging

                      

Matthew L. Duncan

 
0		 
$
8,516		 
$
(1,985
)		 
0		 
$
14,553		 

Senior Vice President,

           

Chief Human Resources Officer

           
(1)
Ms. Lind does not participate in the Supplemental RCP due to her participation in the Pension Plan and Supplemental Pension Plan.

(2)
None of our named executive officersNEOs elected to defer compensation in 20152018 under the Deferred Compensation Plan

(2)(3)
Amounts are reported as 2015 compensation in theincluded "All Other Compensation" column of the Summary"Summary Compensation Table.Table" for 2018.

Potential Payments Upon Termination

        We do not have employment agreements or other individual arrangements with our named executive officersNEOs 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 officersNEOs in the event of their involuntary termination in connection with a change-in-controlchange in control of Neenah or other involuntary termination.

    Involuntary Termination in Connection with a Change in Control

        The 2017 Executive Severance Plan covers designated officers, including all of our named executive officers, and provides NEOs certain severance benefits both upon termination of employment following a change in control of Neenah.Neenah and outside of a change in control. The 2017 Executive Severance Plan also categorize the participating executives as either "Tier 1," "Tier 2," or "Tier 3" participants in order to provide varying benefit amounts to the different executives. All NEOs are Tier 1 participants under the 2017 Executive Severance Plan.

        Upon termination of the officer'san executive's employment by Neenah without "cause" outside of a change in control of Neenah, such terminated NEO will be entitled to an amount equal to one and one-half times his or her base salary. Upon termination of an executive's employment by the officer for "good reason" (as defined in the Executive Severance Plan)Neenah without "cause" within the two-year period following a change in control, or a termination by us without "cause" during the one-yearexecutive for "good reason" within the two-year period preceding suchfollowing a change in control, the officer2017 Executive Severance Plan provides that such NEO will be entitled to a lump-sum cash payment equal to the sum of:of (i) two times the sum of his or her annual base salary, and(ii) the amount of bonus under Neenah's MIP that he or she has earned through the date of the change in control, plus two times his or her targeted annual bonus; (ii)bonus, (iii) any qualified retirementprofit-sharing contributions


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or pension plan benefits forfeited as a result of such termination; (iii)termination, (iv) the amount of retirementprofit-sharing contributions and pension plan benefits such officerparticipant 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)termination, and (v) 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.years. In addition, such NEO will be fully vested in his or her account under the officerDeferred Compensation Plan and any awards granted under the 2004 Omnibus Plan or the 2018 Omnibus Plan. Excise tax gross up payments are not included as a part of the 2017 Executive Severance Plan.

        In addition, upon termination of an NEO's employment by Neenah at any time without "cause" or by the NEO for "good reason" within the two-year period following a change in control, the NEO will be eligible to receive reimbursement for outplacement servicesservice costs for a period of two years (upfor an amount not 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


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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.exceed $50,000.

        The following table shows the payments that would be made to each of our named executive officersNEOs under the 2017 Executive Severance Plan in connection with a change-in-control termination.change in control termination as of December 31, 2018.

Payments(8)
 John P.
O'Donnell		 Bonnie C.
Lind		 Steven S.
Heinrichs		 Julie A.
Schertell		 James R.
Piedmonte		  John P.
O'Donnell		 Bonnie C.
Lind		 Julie A.
Schertell		 Byron J.
Racki		 Matthew L.
Duncan		 

Severance(1)

 2,250,000 1,069,500 930,000 1,041,600 812,000  $3,154,000 $1,312,000 $1,472,000 $1,131,000 $900,000 

Prorated Non-Equity Incentive Payment(2)

 500,000 189,750 155,000 184,800 126,000  $0 $0 $0 $0 $0 

Unvested Stock Option Spread(3)

 5,342,028 151,475 116,930 119,961 85,865 

Unvested Restricted Stock(4)

 2,762,715 762,083 593,085 661,696 441,817 

LTCP Payment

 0 0 0 0 0 

Unvested SAR Spread(3)

 $9,155 $1,992 $1,939 $825 $0 

Unvested PSU Component I(4)

 $895,172 $182,298 $177,879 $84,079 $145,927 

Unvested PSU Component II(5)

 $407,836 $85,273 $83,189 $40,430 $0 

Retirement Benefit Payment(5)(6)

 232,695 811,219 70,695 80,145 197,140  $271,988 $285,173 $117,453 $72,356 $152,238 

Welfare Benefit Values(6)(7)

 39,852 38,328 52,188 39,852 34,308  $37,752 $25,728 $39,384 $51,528 $51,528 

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)

 0 0 0 0 0 

Aggregate Payments

 11,177,290 3,072,355 1,967,898 2,178,054 1,747,130  $4,825,903 $1,942,464 $1,941,844 $1,430,218 $1,299,693 
(1)
Severance payment equal to two times the sum of the executive's annual base salary at the time of the termination, plus two times the target MIP bonus.

(2)
The Target Non-Equity Incentive Payment is prorated for the number of days in the calendar year prior to termination due totermination. Since the assumed termination onis December 31, 2015.2018, the Non-Equity Incentive Payment for 2018 would have been earned and paid to the executives and would not be payable under the 2017 Executive Severance Plan.

(3)
Total value of unvested stock optionSAR spread and unvested restricted stock that would become vested upon a change in control assuming a share price of $60.27$58.92 and a change-in-controlchange in control date of December 31, 2015.2018.

(4)
All actual and unearned targetComponent I performance share units vest upon a change-in-controlchange in control event.

(5)
Amounts are based on target 20142017 and 20152018 Component II performance share unit grants.

(5)(6)
Actuarial value attributable to retirement benefits.

(6)(7)
Estimated value associated with the continuation of life insurance, medical dental, and disability benefitsdental for two years post-termination.

(7)
Gross-up payments covering the full cost of applicable excise taxes under Code sections 280G and 4999. In 2011 the Compensation Committee closed the plan to new participants and determined that it would phase out the excise tax gross up provision in the Executive Severance Plan for the current named executive officers.

    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.


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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

        The following directors served on the Compensation Committee during 2015: Messrs. Grzedzinski,2018: Ms. Dano, Mr. McGovern, Mr. Lucas, and Dr. Wood. None of the members of the Compensation Committee was an officer or employee of Neenah during 20152018 or any time prior thereto, and none of the members had any relationship with Neenah during 20152018 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.


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 2015,2018, 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 March 30, 20165, 2019 representing restricted stock units granted in lieu of a quarterly cash dividenddividends granted in 2015 and 2016.2018.


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AUDIT COMMITTEE REPORT

        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, ourOur Board of Directors adopted an Audit Committee Charter, which sets forth the responsibilities of the Audit Committee. The charter is available on our website atwww.neenah.com. The Audit Committee reviewed and discussed with management and Deloitte our audited financial statements for the fiscal year ended December 31, 2015.2018. The Audit Committee also discussed with Deloitte the matters required to be discussed under Statement onPublic Company Accounting Oversight Board ("PCAOB") Auditing Standards No. 61, as amended (Codification of Statements on Auditing Standards, AU § 380)1301,Communications with Audit Committees.

        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 BoardPCAOB 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, 20152018 and determined to engage Deloitte as the independent registered public accounting firm of Neenah for the fiscal year ending December 31, 2016.2019. 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.

        BasedIn reliance upon the Audit Committee's review of the audited financial statements, and the discussions noted above, and Deloitte's report, the Audit Committee recommended thatto the Board of Directors, includeand the Board of Directors approved, that the audited financial statements for the year ended December 31, 2015be included in our Annual Report on Form 10-K for the year ended December 31, 20152018 for filing with the SEC.

  Audit Committee:

 
 
Timothy S. Lucas,Chairman
Philip C. Moore
Stephen M. Wood
William M. Cook

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RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (ITEM 3)

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.

        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, 2016.2019. 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 2019 Annual Meeting and will have an opportunity to make a statement if they desire to do so.Meeting. 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 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, 20152018 and December 31, 20142017 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.


 2014 2015  2017 2018 

Audit Fees

 $1,711,455 $1,766,132  $1,934,000 $2,080,000 

Audit-Related Fees

 0 0  0 0 

Tax Fees

 $66,355 $56,100  0 0 

All Other Fees

 0 0  0 0 
​​​ ​ ​​ ​ ​​​​ ​​ ​ ​

Total

 $1,777,810 $1,822,232  $1,934,000 $2,080,000 
​​​ ​ ​​ ​ ​​​ ​ ​​ ​ ​
​
​​​ ​ ​​ ​ ​​​ ​ ​​ ​ ​

        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.

        Tax Fees were for professional services rendered to assist us with compliance with the revised Tangible Property Regulations of the Internal Revenue Service.


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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


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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- approvedpre-approved all services performed by the independent registered public accounting firm in fiscal 20152018 and fiscal 2014,2017, including those services described in the table above under the captions "Audit Fees".


STOCKHOLDERS' PROPOSALS FOR 20172020 ANNUAL MEETING

        Proposals of stockholders, excluding nominations for the Board, intended to be presented at the 20172020 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 December 14, 2019, the date that is 120 calendar days prior to the first anniversary of the date that this Proxy Statement is released to stockholders, 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 20172020 Annual Meeting. In the event that the date of the 20172020 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 (i) the close of business on the later of the 150th calendar day prior to the 20172020 meeting, or (ii) 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 paragraphparagraphs may result in it being excluded from our Proxy Statement and ineligible for consideration at the 20172020 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 20172020 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.


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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.


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HOUSEHOLDING OF NOTICE OF INTERNET AVAILABILITY OF 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 Notice 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 statements and annual reports, for shareholdersstockholders of record in connection with its 20162019 Annual Meeting. This means that:

    •
    Only one Notice, and if applicable, proxy statement and annual report, will be delivered to multiple stockholders sharing an address unless you notify your broker or bank to the contrary;

    •
    You can contact Neenah by calling 678-566-6500 or by writing to INVESTOR RELATIONS, Neenah, Paper, Inc., at 3460 Preston Ridge Road, Preston Ridge III, Suite 600, Alpharetta, Georgia 30005 to request a separate copy of the Notice, and if applicable, proxy statement and annual report, for the 20162019 Annual Meeting and for future meetings or, if you are currently receiving multiple copies, to receive only a single copy in the future or you can contact your bank or broker to make a similar request; and

    •
    You can request delivery of a single copy of the Notice, and if applicable, proxy statement and annual report, from your bank or broker if you share the same address as another Neenah shareholderstockholder and your bank or broker has determined to household proxy materials.

     

    VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Daylight Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. NEENAH, PAPER, INC. PRESTON RIDGE III 3460 PRESTON RIDGE RD.,ROAD, SUITE 600 ALPHARETTA, GA 30005 VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Daylight Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E04345-P74643E67851-P20800 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. NEENAH, PAPER, INC. The Board of Directors recommends you vote FOR the following: 1. Proposal for election of Class III Directors: Nominees: 1a. Timothy S. Lucas For Against Abstain ! ! ! ! ! ! ! ! ! 1a. Sean T. Erwin 1b. Timothy S. Lucas 1c. John F. McGovernTony R. Thene The Board of Directors recommends you vote FOR the following proposals: For Against Abstain ! ! ! ! ! ! 2. Proposal to approve an advisory vote on the Company's executive compensation; and 3. Proposal to ratify Deloitte & Touche LLP as the independent registered public accounting firm of Neenah Paper, Inc. for the fiscal year ending 2016.proposal: Any of such attorneys and proxies, or their substitutes (or if only one, that one) at said Annual Meeting, and any adjournments thereof, may exercise all of the powers hereby given. Any proxy heretofore given is hereby revoked. ! ! ! 2. Proposal to approve an advisory vote on the Company's executive compensation; Receipt is acknowledged of the Notice of Annual Meeting of Stockholders and the Proxy Card accompanying said Notice. The Board of Directors recommends you vote FOR the following proposal: ! ! ! 3. Proposal to ratify Deloitte & Touche LLP as the independent registered public accounting firm of Neenah, Inc. for the fiscal year ending December 31, 2019. Each of the foregoing matters have been proposed by Neenah, PaperInc. and is not conditioned on the approval of any other matters. ! For address changes and/or comments, please check this box and write them on the back where indicated. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

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    ANNUAL MEETING OF STOCKHOLDERS Thursday,Wednesday, May 26, 201622, 2019 10:00 A.M.a.m. Eastern Daylight Time 3460 Preston Ridge Road Suite 600 Alpharetta, Georgia 30005 AGENDA: • • • Proposal for election of Class III Directors; Proposal to approve an advisory vote on the Company's executive compensation; Proposal to ratify Deloitte & Touche LLP as the independent registered public accounting firm of Neenah, Paper, Inc. for the fiscal year ending 2016;December 31, 2019; and Other business as may properly come before the Annual Meeting (the Board of Directors is currently unaware of any other business to be presented to a vote). • Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Proxy Statement and the 20152018 Annual Report to Stockholders are available at www.proxyvote.com. FOLD AND DETACH HERE E04346-P74643E67852-P20800 NEENAH, PAPER, INC. Proxy – Annual Meeting of Stockholders – May 26, 201622, 2019 (Solicited on Behalf of the Board of Directors) The undersigned stockholder of Neenah, Paper, Inc. hereby constitutes and appoints Bonnie C. Lind, Senior Vice President, Chief Financial Officer and Treasurer, and StevenNoah S. Heinrichs,Benz, Senior Vice President, General Counsel and Secretary, and each of them, the attorneys and proxies of the undersigned, with full power of substitution and revocation, to represent and to vote on behalf of the undersigned all of the shares of Neenah's Common Stock which the undersigned is entitled to vote at the Annual Meeting of Stockholders to be held at 3460 Preston Ridge Road, Suite 600, Alpharetta, Georgia 30005, on Thursday,Wednesday, May 26, 201622, 2019 at 10:00 a.m., Eastern Daylight Time, and at any adjournments thereof, upon the proposals stated on the reverse side which are more fully described in the Notice of, and Proxy Statement for, the Annual Meeting. NOTE: This proxy, properly filled in, dated and signed, should be returned promptly in the enclosed postage-paid envelope to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. This proxy covers all shares for which the undersigned has the right to give voting instructions to Vanguard Fiduciary Trust Company, Trustee of the Neenah, PaperInc. 401(k) Plan and the Neenah, PaperInc. Retirement Contribution Plan (093861 & 093863)(093861). This proxy, when properly executed, will be voted as directed. If voting instructions are not received by the proxy tabulator by 11:59 p.m., Eastern Daylight Time, on May 23, 2016,20, 2019, you will be treated as directing the Plan's Trustee to vote the shares held in the Plan in the same proportion as the shares for which the Trustee has received timely instructions from others who do vote OR as indicated on the reverse side in unvotedun-voted share methodology. (If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.) (Continued, and to be marked, dated and signed, on the other side) Address Changes/Comments:

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    *** Exercise Your Right to Vote *** Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 26, 2016. NEENAH PAPER, INC. You are receiving this communication because you hold shares in the company named above. This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of NEENAH PAPER, INC. PRESTON RIDGE III 3460 PRESTON RIDGE RD., SUITE 600 ALPHARETTA, GA 30005 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. proxy materials and voting instructions. E04349-P74643 See the reverse side of this notice to obtain Meeting Information Meeting Type:Annual Meeting For holders as of:March 31, 2016 Date: May 26, 2016Time: 10:00 a.m. Eastern Time Location: 3460 Preston Ridge Road Suite 600 Alpharetta, Georgia 30005

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    Before You Vote How to Access the Proxy Materials Have the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on the by the arrow XXXX XXXX XXXX XXXX (located on the following page) in the subject line. How To Vote Please Choose One of the Following Voting Methods box marked by the arrow XXXX XXXX XXXX XXXX (located on the following page) available and follow the instructions. E04350-P74643 Vote In Person: Many stockholder 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 Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. Proxy Materials AAvvaaiillaabbllee ttooVVIEIEWWoorrRREECCEEIVIVEE: : PROXY STATEMENT2015 ANNUAL REPORT TO STOCKHOLDERS How to View Online: 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 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 12, 2016 to facilitate timely delivery.

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    The Board of Directors recommends you vote FOR the following: 1. Proposal for election of Class III Directors: Nominees: 1a. Sean T. Erwin 1b. Timothy S. Lucas 1c. John F. McGovern The Board of Directors recommends you vote FOR the following proposals: 2. Proposal to approve an advisory vote on the Company's executive compensation; and 3. Proposal to ratify Deloitte & Touche LLP as the independent registered public accounting firm of Neenah Paper, Inc. for the fiscal year ending 2016. E04351-P74643 Voting Items

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