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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

Check the appropriate box:

o
 
Preliminary Proxy Statement

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

ý
 
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)

Payment of Filing Fee (Check the appropriate box):

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
  (1) Title of each class of securities to which transaction applies:
         
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  (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
         
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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.

 
 
(1)
 
Amount Previously Paid:
         
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  (4) Date Filed:
         

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LOGO

NOTICE OF 2016 ANNUAL MEETING
AND
PROXY STATEMENTGRAPHIC

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​

TO OUR STOCKHOLDERS

LOGO

April 11, 2016

Dear Stockholder:

On behalf of the Board of Directors, it is my pleasure to invite you to attend the 20162021 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, May 26, 201620, 2021 at 10:3:00 a.m.p.m., Eastern Time.

        In 2015, we continued our trendDaylight. Due to the ongoing public health impact of consistently improving results for Neenahthe coronavirus pandemic (COVID-19) and for our stockholders. In addition to delivering double digit bottom line growth in eachsupport the health and well-being of our businesses,stockholders, employees and their families, the 2021 Annual Meeting will be held virtually via live webcast. Additional information regarding the 2021 Annual Meeting may be found in the attached Proxy Statement.

Looking back on 2020 and the unprecedented impact of the COVID-19 pandemic, I am pleased with how Neenah demonstrated its resiliency. We saw how we undertookcan be decisive, act quickly and be creative, build new relationships with customers, and leverage our technology in new ways. This is a credit to our employees, whose health and safety are always our top priority.

We also aggressively managed costs and working capital, generating near record cash flow and ending the year with over $175 million of available liquidity. While protecting our employees and maintaining our strong financial position were top priorities for 2020, our teams also accomplished a number of important strategicother initiatives that arewill make us stronger in the years to come.

Some of these included:

•
Updating our vision and strategy, providing clear direction and focus for our organization on key drivers that will add significant value and support growth in our four targeted platforms

•
Implementing a new operating system, employing LEAN principles and methodologies at our two largest plants, helping to shape Neenah's growth trajectorydrive safety and cost improvements

•
Reinvigorating our innovation efforts and launching a number of new products, including the development of high-performance media for face masks, alternatives to plastic signage and packaging, new teacher tools, journals and planners, and environmentally friendly dissolvable labels

•
Publishing a Corporate Sustainability Report, highlighting the meaningful progress made over the past five years in targeted specialty material niche markets. This included an organic investment currently underway inreducing our carbon footprint, building a more diverse and inclusive workplace, and maintaining sound governance practices

•
Maintaining a disciplined and active M&A pipeline, leading to the US to add filtration capacity, theApril 2021 acquisition of FiberMark,ITASA, a leading global specialty coatings company

With these actions, we continued on our path to become a leading global specialty materials company that overlapped many of our marketsknown for its ability to create sustainable value for stakeholders, its dedication to providing a safe and provided enhanced capabilities to grow our premium packaging business,healthy workplace for employees, and the divestiture ofas a non-core wall covering mill in Germany. We are deploying our strong cash flows towards opportunities that generate the best returns while remaining focusedresponsible and disciplined on asset management, maintaining our attractive Return on Invested Capital and strong balance sheet. Finally, we continue to prioritize a portion of our cash flows directly to shareholders, returning over $25 million through dividends and share buybacks in 2015, and announcing a 6th consecutive year of double-digit increases in our dividends.

        We are proud of our results andengaged steward of the contributions of Neenah's dedicated employees around the world that helped to create this valueenvironment and appreciate the confidence and ongoing support of our stockholders.communities in which we operate.

The formal business to be transacted at the 20162021 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.

questions. Regardless of whether you choose to attendparticipate 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 2021 Annual Meeting.

I have seen a lot in my first year as Chief Executive Officer at Neenah—how talented and passionate our employees are, how creative and responsive they can be, the deep and strong relationships we have with our customers, and the support we have from our shareholders. Looking ahead, I couldn't be more excited. With Neenah's talented leadership team and outstanding employees, our strong financial position, catalysts in place to drive value, and clear strategies to enable future growth, I look forward to updating you on our progress in the years ahead.

I'd also like to thank our Board of Directors for their continued direction and support and recognize Steve Wood, who will be stepping down this year after more than 15 years of outstanding service. On behalf of our Board of Directors, thank you for your support and trust.

  Sincerely,

 
 

GRAPHICGRAPHIC

 
 		Julie A. Schertell
JOHN P. O'DONNELL
President and Chief Executive Officer

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NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS


GRAPHICMeeting Date:
May 20, 2021		GRAPHICMeeting Time:
3:00pm (Eastern Daylight Time)

GRAPHIC

Meeting Place:
www.virtualshareholdermeeting.com/NP2021

GRAPHIC

Record Date:
March 26, 2021

LOGO

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, 2016


        NOTICE HEREBY IS GIVENMatters that the 2016 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, May 26, 2016 at 10:00 a.m., Eastern time, for the purpose of considering and votingvoted upon:

NOTICE HEREBY IS GIVEN that the 2021 Annual Meeting of Stockholders of Neenah, Inc. will be held virtually via live webcast on Thursday, May 20, 2021 at 3:00 p.m., Eastern Daylight. 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, 201626, 2021 are entitled to receive notice of and to vote atduring the Annual Meetinglive webcast and any adjournments thereof. Stockholders can attend the virtual meeting by visiting www.virtualshareholdermeeting.com/NP2021 and using the 16-digit control number found on their proxy card. Stockholders will be able to vote their shares electronically and submit questions during the meeting. Whether or not you plan to attend the virtual meeting, all stockholders are encouraged to vote in advance by using one of the methods described in the attached Proxy Statement.

TheThis Proxy Statement and the 20152020 Annual Report to Stockholders are available at www.neenah.com/proxydocs.on our Investor Relations webpage at: www.neenah.com.

By order of the Board of Directors.

By order of the Board of Directors.




GRAPHIC



STEVEN S. HEINRICHS
Senior Vice President, General Counsel and Secretary

GRAPHIC

Noah S. Benz
Executive Vice President, General Counsel and Secretary

Alpharetta, Georgia
April 11, 20169, 2021

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.

​

Table of ContentsNeenah, Inc. 2021 Proxy Statement | 1


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ANNUAL MEETING

3

VOTING


3

BENEFICIAL OWNERSHIP


6

ELECTION OF DIRECTORS (ITEM 1)


9

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS


12

CORPORATE GOVERNANCE


14

DIRECTOR COMPENSATION


18

EXECUTIVE COMPENSATION


20

COMPENSATION COMMITTEE REPORT


30

ADVISORY VOTE ON EXECUTIVE COMPENSATION (ITEM 2)


31

ADDITIONAL EXECUTIVE COMPENSATION INFORMATION


33

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION


41

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE


41

AUDIT COMMITTEE REPORT


42

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


43

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


43

FEES AND SERVICES


43

STOCKHOLDERS' PROPOSALS FOR 2017 ANNUAL MEETING


44

OTHER MATTERS THAT MAY COME BEFORE THE ANNUAL MEETING


45

HOUSEHOLDING OF NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS


45

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LOGO

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PROXY STATEMENT SUMMARY

3

CORPORATE GOVERNANCE AND BOARD MATTERS


Board of Directors


4

Director Skills Summary


9

Meetings and Committees of The Board of Directors


10

Corporate Governance


12

2020 Director Compensation


16

EXECUTIVE COMPENSATION


Compensation Discussion and Analysis


18

Compensation Committee Report


32

Additional Executive Compensation Information


33

AUDIT RELATED MATTERS


Audit Committee Report


43

Independent Registered Public Accounting Firm Fees and Services


43

Policy on Audit Committee Pre-approval


43

ITEMS TO BE VOTED UPON


Election of Directors (Item 1)


44

Advisory Vote on Executive Compensation (Item 2)


45

Ratification of Appointment of Independent Registered Public Accounting Firm (Item 3)


46

OTHER INFORMATION


FAQ: Annual Meeting and Voting


47

Beneficial Ownership


49

Stockholders' Proposals for 2022 Annual Meeting


52

Householding of Notice of Internet Availability of Proxy Materials


52

Section 16(a) Beneficial Ownership Reporting Compliance


53
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Neenah, Inc. 2021 Proxy Statement | 2


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PROXY STATEMENT


​

General Information

PROXY STATEMENT SUMMARY

 

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, Paper, Inc. This Proxy Statement and our 2015 Annual Report are first being mailed to stockholders who requested copies, or made availableits consolidated subsidiaries. The approximate date on April 11, 2016.


Questions and Answers about the Annual Meeting and Voting

When and where is the Annual Meeting?

When:Thursday, May 26, 2016, 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, 2016 (the "Record Date"), with each share entitling its owner to one vote on each matter submitted to the stockholders. On the record date 16,736,282 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 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 Annual Meeting. You can always change your vote at the meeting. Giving us your proxy means you authorize us to vote your shares at the Annual Meeting in the manner you direct. If you plan to attend the meeting in person you must provide proof of your ownership of our common stock as of the 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, 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 banknotice is being sent 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 Neenah in timegiven to be voted at the Annual Meeting and not revoked will be voted at the Annual Meeting in accordance with the directions noted on the proxy card. If any other matters properly come before the Annual Meeting, the persons named as proxies will vote upon such matters according to their judgment.

        We are also sending the Notice and voting materials to participants in various employee benefit plans of Neenah. The trustee of each plan, as the stockholderstockholders 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?

        Any stockholder of record delivering a proxy has the power to revoke it at any time before it is voted: (i) by giving written notice to Steven S. Heinrichs, Senior Vice President, General Counsel and Secretary of Neenah, at Preston Ridge III, 3460 Preston Ridge Road, Suite 600, Alpharetta, Georgia, 30005; (ii) by submitting a proxy card bearing a later date, including a proxy submitted via the Internet or by telephone; or (iii) by voting in person at the Annual Meeting. Please note, however, that any beneficial owner of our common stock whose shares are held in street name may (a) revoke his or her proxy and (b) attend and vote his or her shares in person at the Annual Meeting only in accordance with applicable rules and procedures as then may be employed by such beneficial owner's brokerage firm or bank.April 9, 2021.

What Proposals am I being asked to vote on at the 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 proposed 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, 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 Proposal 2, you may vote in favor of the proposal, against the proposal, or may abstain from voting. The vote required to approve Proposal 2 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 the 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 the proposal.

        Neenah is not aware, as of the date hereof, of any matters to be voted upon at the Annual Meeting other than those stated in this Proxy Statement. If any other matters are properly brought before the Annual Meeting, 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 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 can only 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 voted FOR the election of all Class III director nominees described herein, FOR the approval of the Company's executive compensation, and FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2016.

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 importantThis summary highlights information contained in the proxy statement and annual report as well as how to submit your proxy overProxy Statement. It does not include all of the Internet. If you received the Notice and would still like to receive a printed copy of our proxy materials,information that you should followconsider prior to voting and we encourage you to read the instructions for requesting these materials included inentire document prior to voting.

For more complete information regarding Neenah's financial performance, please review the Notice. We plan to mail the Notice to stockholders by April 11, 2016.

Who paysCompany's Annual Report on Form 10-K for the cost of this proxy solicitation?year ended December 31, 2020.

STOCKHOLDERS ARE BEING ASKED TO VOTE ON THE FOLLOWING
MATTERS AT THE 2021 ANNUAL MEETING:

  Description Item Board Recommendation Page

GRAPHIC
 
Election of Directors

The Board and the Nominating and Corporate Governance Committee believe that the two Class II 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.


 
1
 
FOR Each
Director Nominee
 
44
         
​ ​​ ​​ ​​​​

GRAPHIC
 
Advisory Vote to Approve Executive Compensation

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 18 and the Executive Compensation Tables section beginning on page 33. 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.


 
2
 
FOR
 
45
         
​ ​​ ​​ ​​​​

GRAPHIC
 
Ratification of the Appointment of Deloitte & Touche, LLP, as Independent Auditors

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, 2021 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.


 
3
 
FOR
 
46
​

        We will bear the cost of preparing, printing and filing theNeenah, Inc. 2021 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, 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 site atwww.neenah.com| shortly after the meeting and on Form 8-K immediately following the meeting.3


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BOARD OF DIRECTORS


CLASS II DIRECTORSBENEFICIAL OWNERSHIP – NOMINATED FOR RE-ELECTION:


    PHOTO

    Margaret S. Dano

    Margaret S. Dano is the former Chairman of the Board for Superior Industries International, Inc., 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 served as a director for Superior 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, 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 has 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 make her an effective member of Neenah's Board.



    Age
    61

    Race/Ethnicity
    White/Non-Hispanic

    Director Since
    2015

    Committees
    Nominating and Corporate Governance Committee Compensation Committee

    Public Directorship Experience
    Superior Industries International, Inc.
    Douglas Dynamics, Inc.

    Independent
    Yes

    ​ ​​ ​ ​

    PHOTO

    Donna M. Costello

    Donna M. Costello was the Chief Financial Officer of C&D Technologies from 2016 until early 2020. Previously, Ms. Costello served as Chief Financial Officer of Sequa Corporation, a $1.5 billion global manufacturer and service provider in the Industrial and Aerospace markets, from 2008 to 2015. Prior to being promoted to Chief Financial Officer in 2008, Ms. Costello served as Vice President and Controller of Sequa Corporation, which was a publicly traded company until its acquisition by The Carlyle Group in 2007. From 2002 to 2005, Ms. Costello served as Vice President and Controller of Chromalloy Gas Turbine, Sequa's largest subsidiary. Ms. Costello began her career in 1995 as an auditor for Arthur Andersen and advanced through a series of assignments to become a senior audit manager in 1999. Ms. Costello currently serves as a director of CTS Corporation, a manufacturer of sensors, actuators, and electronic components for the aerospace/defense, industrial, medical, telecommunications/IT, and transportation markets, a position she has held since 2021, where she serves on both the Compensation and Audit Committees. Ms. Costello received her BBA and MBA from Iona College. Ms. Costello is a certified public accountant and a member of both the American Institute of Certified Public Accountants and the New York State Society of Certified Public Accountants. Ms. Costello is also a member of the Henry Crown Fellowship Program of the Aspen Institute. Ms. Costello has served as a director of Neenah since 2019.



    Age
    48

    Race/Ethnicity
    White/Non-Hispanic

    Director Since
    2019

    Committees
    Audit Committee

    Public Directorship Experience
    CTS Corporation

    Independent
    Yes

    ​

    DIRECTORS AND EXECUTIVE OFFICERSNeenah, Inc.

        The following table sets forth information regarding the beneficial ownership of our common stock as of March 31, 2016 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 2021 Proxy Statement "beneficial ownership" means that a person has, as of March 31, 2016, 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.| 4

Name
 Shares
Beneficially
Owned(1)		 Percent of
Class(2)		 

Margaret S. Dano

  1,290(3) * 

Sean T. Erwin

  17,575(4) * 

Edward Grzedzinski

  17,315(5) * 

Steven S. Heinrichs

  27,047(6) * 

Bonnie C. Lind

  32,053(7) * 

Timothy S. Lucas

  15,205(8) * 

John F. McGovern

  4,155  * 

Philip C. Moore

  15,150(9) * 

John P. O'Donnell

  64,434(10) * 

Julie A Schertell

  9,865(11) * 

James R. Piedmonte

  49,801(12) * 

Stephen M. Wood

  48,255(13) * 

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

  333,003(14) 2.0 
(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 1,290 shares of common stock issuable upon conversion of restricted stock units that are vested or will vest within 60 days of March 31, 2016.

(4)
Includes 1,290 shares of common stock issuable upon conversion of restricted stock units that are vested or will vest within 60 days of March 31, 2016. This total does not include 3,500 vested Stock Appreciation Rights.

(5)
Includes 1,290 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 does not include 5,670 vested Stock Appreciation Rights.

(7)
This total does not include 11,790 vested Stock Appreciation Rights.

(8)
Includes 1,290 shares of common stock issuable upon conversion of restricted stock units that are vested or will vest within 60 days of March 31, 2016. This total does not include 12,070 vested Stock Appreciation Rights.

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(9)
Includes 1,290 shares of common stock issuable upon conversion of restricted stock units that are vested or will vest within 60 days of March 31, 2016.

(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 1,290 shares of common stock issuable upon conversion of restricted stock units that are vested or will vest within 60 days of March 31, 2016.

(14)

​

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 the​

CLASS III DIRECTORSOutstanding Equity at the End of 2015 – TERM EXPIRING AT THE 2022 ANNUAL MEETING:


PHOTO

Timothy S. Lucas

Timothy S. Lucas was an independent financial reporting consultant with Lucas Financial Reporting 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 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.



Age
74

Race/Ethnicity
White/Non-Hispanic

Director Since
2004

Committees
Audit Committee Compensation Committee

Public Directorship Experience
N/A

Independent
Yes

​ ​​ ​ ​

PHOTO

Tony R. Thene

Tony R. Thene currently serves as director and Chief Executive Officer of Carpenter Technology Corporation, 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 joining Carpenter, Mr. Thene served as Chief Financial Officer of the Engineered Products and Solutions Business Group at Alcoa, Inc. from 2010 until 2013. Previously, he served as Vice President, Controller and Chief Accounting Officer of Alcoa. He also previously held various other positions during his 23-year career at Alcoa, including Director, Investor Relations; Chief Financial Officer for the Flat Rolled Products Group; Chief Financial Officer for Alcoa World Alumina and Chemicals; and manufacturing manager for the Alumina Chemicals business. 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 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.



Age
60

Race/Ethnicity
White/Non-Hispanic

Director Since
2019

Committees
Nominating and Corporate Governance Committee Compensation Committee

Public Directorship Experience
Carpenter Technology Corporation

Independent
Yes

​

Neenah, Inc. section of this2021 Proxy Statement.Statement


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    THIRD PARTIES​

        The following table sets forth information regarding the beneficial ownership of our common stock as of December 31, 2015 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

       
(1)
The amount shown and the following information is derived from the Schedule 13G filed by BlackRock, Inc. on January 27, 2016, reporting beneficial ownership as of December 31, 2015. Of the 1,607,005 shares shown, BlackRock, Inc. has sole dispositive power over all of the shares and sole voting power over 1,559,850 shares.

(2)
The amount shown and the following information is derived from the Schedule 13G filed by Royce & Associates, LLC on January 19, 2016, reporting beneficial ownership as of December 31, 2015. Of the 1,584,863 shares shown, Royce & Associates, LLC has sole dispositive power over all shares and sole voting power over all shares.

(3)
The amount shown and the following information is derived from the Schedule 13G filed by FMR LLC, on February 12, 2016, reporting beneficial ownership as of December 31, 2015. Of the 852,680 shares shown FMR LLC has sole dispositive power over all of the shares, and sole voting power over 2,580 shares.

​


​

CLASS I DIRECTORS – TERM EXPIRING AT THE 2023 ANNUAL MEETING:


PHOTO

William M. Cook

William M. Cook is the retired Executive Chairman (2015-2016) of Donaldson Company Inc., 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.



Age
67

Race/Ethnicity
White/Non-Hispanic

Director Since
2016

Committees
Audit Committee

Public Directorship Experience
Donaldson Company Inc. IDEX Corporation
Valspar Corporation

Independent
Yes

​

Neenah, Inc. 2021 Proxy Statement | 6

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Philip C. Moore

Philip C. Moore retired as Senior Vice President, Deputy General Counsel and Corporate Secretary of TD Bank Group, Toronto, 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, 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, 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 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 make him an effective member of Neenah's Board.



Age
67

Race/Ethnicity
White/Non-Hispanic

Director Since
2004

Committees
Audit Committee
Nominating and Corporate Governance Committee

Public Directorship Experience
Imax Corporation

Independent
Yes

​ ​​ ​ ​

PHOTO

Julie A. Schertell

Julie A. Schertell is President and Chief Executive Officer of the Company. Ms. Schertell has been in this role since May 2020. Prior to this, Ms. Schertell was Chief Operating Officer from January 2020 to May 2020, President of Technical Products from September 2018 to December 2019, and President of Fine Paper & Packaging from January 2011 to September 2018. Ms. Schertell joined the Company in 2008 and served as Vice President of Sales and Marketing for the Fine Paper division through December 2010. Ms. Schertell was employed by Georgia-Pacific Corporation in the Consumer Products Retail division, where she served as Vice President of Sales Strategy from 2007 to 2008, and as Vice President of Customer Solutions from 2003 through 2007. Ms. Schertell has served as a director of Neenah since February 2020. Ms. Schertell's extensive experience in the paper and consumer products industries, and leadership positions in the Company make her an effective member of Neenah's Board.



Age
51

Race/Ethnicity
White/Non-Hispanic

Director Since
2020

Committees
N/A

Public Directorship Experience
N/A

Independent
No

​

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DIRECTORS RETIRING EFFECTIVE AS OF THE 2021 ANNUAL MEETING:


PHOTO

Stephen M. Wood, Ph.D.

Stephen M. Wood, Ph.D. is an Operating Partner with Snow Phipps Group LLC, an internationally diversified 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, 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 and a Fellow of the Institute of Directors. Dr. Wood has served as a director of Neenah since 2004. Dr. Wood's experience as the senior executive of global chemical manufacturing companies, his international and previous board experience, and his educational background make him an effective member of Neenah's Board.



Age
74

Race/Ethnicity
White/Non-Hispanic

Director Since
2004

Committees
Audit Committee Compensation Committee

Public Directorship Experience
N/A

Independent
Yes

​

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ELECTION OF DIRECTORS (ITEM 1)

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DIRECTOR SKILLS SUMMARY

        The Board currently consists of eight members divided into two classes of three directors and one class of two directors. The directors in each class serve three year terms, with the terms of the Class III directors expiring at the 2016 Annual Meeting. Edward Grzedzinski, who is


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.

William M. Cook

Donna M. Costello

Margaret S. Dano

Timothy S. Lucas

Philip C. Moore

Julie A. Schertell

Tony R. Thene
​ ​​ ​​​​ ​​ ​​ ​​ ​​ ​​
GRAPHICSenior Executive/Strategic Leadership: Experience in overseeing, developing, and/or implementing business strategy for a publicly listed company or complex organization.·······
​ ​​ ​​​​ ​​ ​​ ​​ ​​ ​​
GRAPHICManufacturing/Supply Chain: Experience in manufacturing and/or supply chain management.··​··
​ ​​ ​​​​ ​​ ​​ ​​ ​​ ​​
GRAPHICInternational: Experience in international business management or transactions.······
​ ​​ ​​​​ ​​ ​​ ​​ ​​ ​​
GRAPHICCapital/Asset Allocation: Experience in assessing and/or implementing capital and/ or asset allocation decisions.······
​ ​​ ​​​​ ​​ ​​ ​​ ​​ ​​
GRAPHICTalent Management & Executive Compensation: Experience in human resources, leadership development, talent management, and/or executive compensation issues.······
​ ​​ ​​​​ ​​ ​​ ​​ ​​ ​​
GRAPHICAudit/Accounting/Financial Statements: Experience preparing, auditing, analyzing, or evaluating financial statements for a complex business.·······
​ ​​ ​​​​ ​​ ​​ ​​ ​​ ​​
GRAPHICCapital Markets/Investor Relations: Capital markets experience; experience relevant to institutional investor expectations.······
​ ​​ ​​​​ ​​ ​​ ​​ ​​ ​​
GRAPHICLegal/Regulatory/Risk Management: Experience in the management or oversight of legal, compliance and regulatory affairs, and of risk management.··​···
​ ​​ ​​​​ ​​ ​​ ​​ ​​ ​​
GRAPHICOther Board Experience: Experience as a Class III director, has announced his intention to resign from the Board effective as of the 2016 Annual Meeting. At that time the Board will consist of seven members divided into two classes of two directors and one class of three directors. The Board has reassigned Timothy S. Lucas from a Class I Director to a Class III director to stand for election in 2016. The Board has nominated Sean T. Erwin, John F. McGovern and Timothy S. Lucas, each a current director of a publicly listed company or other complex organization.·····
​

Neenah, for re-election as Class III directors at the 2016 Annual Meeting. If elected, the nominees will serve a three-year term expiring at the 2019 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, 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 Directors Nominated for Reelection

Sean T. Erwin, 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 served as an independent consultant on financial reporting issues practicing as Lucas Financial Reporting since 2002. From 1988 to 2002, Mr. Lucas worked at the Financial Accounting Standards Board ("FASB"), where he was the Director of Research and Technical Activities, and Chairman of the FASB's Emerging Issues Task Force. Mr. Lucas has served as a director of Neenah since November 30, 2004. Mr. Lucas received his BA in Economics and BS in Accounting from Rice University and his Master of Accounting from the Jesse H. Jones Graduate School, Rice University. Mr. Lucas' experience at FASB and his educational background make him an effective member of Neenah's Board.

Class I Directors—Term Expiring at the 2017 Annual Meeting

Philip C. Moore, born in 1953, is Senior Vice President, Deputy General Counsel and Corporate Secretary of TD Bank Group, Toronto, Canada. 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, 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, 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 2018 Annual Meeting

Margaret S. Dano, born in 1959, is Chairman of the Board for Superior Industries International, Inc., 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. 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. 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 in 2015. Ms. Dano's senior executive experience in global manufacturing and supply chain and her public board experience and leadership with manufacturing companies makes her an effective member of Neenah's Board.2021 Proxy Statement

Stephen M. Wood, Ph.D.,| born in 1946, is an Operating Partner with Snow Phipps Group LLC, a 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. Dr. Wood has served as a director of Neenah since November 30, 2004. Dr. Wood's educational background and his experience as a senior executive of a chemical manufacturing company provides the knowledge base and experience to make him an effective member of Neenah's Board.9

Director Retiring as of the 2016 Annual Meeting

Edward Grzedzinski, born in 1955, served as the Chief Executive Officer of NOVA Information Systems from 1993 to 2001, and Vice Chairman of US Bancorp from November 2001 to 2004. Mr. Grzedzinski has over 25 years of experience in the electronic payments industry and was a co-founder of NOVA Information Systems in 1991. Mr. Grzedzinski served as a member of the Managing Committee of US Bancorp, and was a member of the Board of Directors of US Bank, N.A. Mr. Grzedzinski also served as Chairman of euroConex Technologies, Limited, a European payment processor owned by US Bancorp until November 2004 and was a member of the Board of Directors of Indus International, a global provider of enterprise asset management products and services until April 2005. Mr. Grzedzinski has served as a director of Marlin Business Services since May of 2005 and Neenah Paper since November 30, 2004. Mr. Grzedzinski's experience as chief executive officer and chairman of a financial services company and experience on other boards makes him an effective member of Neenah's Board.


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MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

​

MEETINGS / 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 6four regularly scheduled meetings and one specially-called meeting in 2015.2020. The directors also participated in additional ad hoc discussions on a variety of matters throughout the year. 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 of2020, our directors attended more than 75%100% of the

regularly scheduled and specially 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 2020 Annual Meeting. The 2020 Annual Meeting and all Board and committee meetings held after March 15, 2020 were held via video conference due to safety concerns relating to the COVID-19 pandemic.

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

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

 
 Audit Committee Nominating and Corporate
Governance Committee		 Compensation Committee

Philip C. Moore

 X X  

Timothy S. Lucas

 Chair*    

Edward Grzedzinski

     X

John F. McGovern

   Chair X

Stephen M. Wood

 X   Chair

Margaret S. Dano

   X  

Number of Meetings

 

9

 

4

 

5

*
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.

        The following table describes the membership of each of the committees as of the 2016 Annual Meeting:


Audit CommitteeNominating and Corporate
Governance Committee		Compensation Committee

Philip C. MooreAUDIT COMMITTEE

XX​ 

The Audit Committee is comprised solely of directors who meet the independence requirements of the New York Stock Exchange ("NYSE") and the Securities Exchange Act of 1934, as amended ("Exchange Act"), and are financially literate, as required by NYSE rules. At least one member of the Audit Committee is an audit committee financial expert, as defined by the rules and regulations of the Securities and Exchange Commission ("SEC"). The Audit Committee has been established in accordance with applicable rules promulgated by the NYSE and the SEC. The Audit Committee assists the Board in monitoring:

•

the quality and integrity of our financial statements;

•

our compliance with ethical policies contained in our Code of Business Conduct and Ethics, and legal and regulatory requirements;

•

the independence, qualification and performance of our registered public accounting firm;

•

the performance of our internal auditors;

•

related party transactions; and

•

policies with respect to risk assessment and risk management, including, data privacy and data security risks.

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

​

COMMITTEE AND MEMBERS

Timothy S. Lucas, Chair

Chair*

John F. McGovern

ChairX


Stephen M. Wood
William M. Cook
Philip C. Moore
Donna M. Costello

XChair

Number of Meetings
9

›

All members are independent

›

All members are financially literate under NYSE standards

›

The Board has determined that Messrs. Lucas and Cook and Ms. Costello are audit committee financial experts within the meaning of the SEC's rules.

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NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
​

The Nominating Committee is comprised solely of directors who meet the NYSE independence requirements. The Nominating Committee:

•

oversees the process by which individuals are nominated to our Board;

•

reviews the qualifications, performance, and independence of members of our Board;

•

reviews and recommends policies with respect to composition, organization, processes and, practices of our Board, including diversity; and

•

identifies and investigates emerging corporate governance issues and advises the Board on oversight responsibilities relating to the Company's ethical conduct, corporate culture, and employee health and safety.

The Nominating Committee is governed by the Nominating and Corporate Governance Committee Charter approved by the Board. The charter is available on our website at www.neenah.com.

​

COMMITTEE AND MEMBERS

Margaret S. Dano, Chair
Philip C. Moore
Tony R. Thene

XX

Number of Meetings
4

›

All members are independent

*
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.
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Audit CommitteeNeenah, Inc. 2021 Proxy Statement | 10

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

    •
    COMPENSATION COMMITTEE​

    The Compensation Committee is comprised solely of directors who meet NYSE independence requirements, meet the requirements for a "non-employee director" under the Exchange Act, meet the requirements of Rule 10C-1 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:

    •

    reviews and approves corporate goals and objectives relevant to the compensation of our Chief Executive Officer and sets such compensation;

    •

    approves, in consultation with our Chief Executive Officer, the compensation of our officers who are elected by our Board;

    •

    makes recommendations to our Board with respect to our equity-based plans and executive incentive compensation plans; and

    •

    reviews with management and approves awards under our long-term incentive compensation plans and equity-based plans.

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

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

    		​

    COMMITTEE AND MEMBERS

    Stephen M. Wood, Chair
    Timothy S. Lucas
    Margaret S. Dano
    Tony R. Thene

    Number of Meetings
    5

    ›

    All members are independent

    the quality and integrity of our financial statements;​

    Neenah, Inc.

    •
    our compliance with ethical policies contained in our Code of Business Conduct and Ethics and legal and regulatory requirements as well as the administration of our policy regarding related party transactions; 2021 Proxy Statement

    •
    the independence, qualification and performance of our registered public accounting firm;|

    •
    the performance of our internal auditors; and

    •
    related party transactions.

        The Audit Committee is governed by the Audit Committee Charter approved by the Board. The charter is available on our website atwww.neenah.com. 11

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Nominating and Corporate Governance Committee

        The Nominating Committee is comprised solely of directors who meet the NYSE independence requirements. The Nominating Committee:

    •
    oversees the process by which individuals are nominated to our Board;

    •
    reviews the qualifications, performance and independence of members of our Board;

    •
    reviews and recommends policies with respect to composition, organization, processes and practices of our Board, including diversity; and

    •
    identifies and investigates emerging corporate governance issues and trends that may affect us.

        The Nominating Committee is governed by the Nominating and Corporate Governance Committee Charter approved by the Board. The charter is available on our website atwww.neenah.com.

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:

    •
    reviews and approves corporate goals and objectives relevant to the compensation of our Chief Executive Officer and sets such compensation;

    •
    approves, in consultation with our Chief Executive Officer, the compensation of our officers who are elected by our Board;

    •
    makes recommendations to our Board with respect to our equity-based plans and executive incentive compensation plans; and

    •
    reviews with management and approves awards under our long-term incentive-compensation plans and equity-based plans.

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

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


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CORPORATE GOVERNANCE

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CORPORATE GOVERNANCE

Board LeadershipBOARD LEADERSHIP

 

The Board selects from among its members the ChairmanChair 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. Erwin
Chief Executive Officer:John P. O'Donnell

William M. Cook
Chairman of the Board

Julie A. Schertell
President and Chief Executive Officer

On February 3, 2021, Dr. Wood delivered notice to the Board of his intent not to stand for re-election as a member of the Board at the Company's 2021 Annual Meeting. The Board has not made any nominations and does not intend to fill this vacancy at this time. Accordingly, immediately following the 2021 Annual Meeting, the Board will consist of seven members divided into two classes of two directors (Classes II and III) and one class of three directors (Class I).

The Board believes that at this time that it is appropriate for Sean T. ErwinMs. Schertell 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'sMs. Schertell's position as both CEOChief Executive Officer and a Directordirector 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 seven out of the eight directors are independent. Immediately following the 2021 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. Even though Mr. Erwin is considered independent according to NYSE listing standards and Securities and Exchange Commission ("SEC") regulations, the Board appointed John F. McGovern to serve as Presiding Director for meetings of the non-affiliated independent directors.stockholders.

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 sevensix of the Company's eightseven 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 2021 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, William M. Cook and Donna M. Costello.

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, currency of work history 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

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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, SeniorBenz, Executive 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:

    •
    the name and address of the stockholder and a representation that the stockholder is a holder of record of shares of our common stock;

    •
    a brief biographical description for the nominee, including his or her name, age, business and residence addresses, occupation for at least the last five years, and a statement of the qualifications of the candidate, taking into account the qualification requirements set forth above;

    •
    a description of all arrangements or understandings between the stockholder and each nominee;
    •
    such other information regarding the nominee as would be required to be included in a proxy statement filed pursuant to the proxy rules of the SEC; and

    •
    the candidate'snominee's consent to serve as a director if elected.

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 ChairmanChair 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.

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

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Environmental Policy

We have adopted the Neenah, Inc. Environmental Policy applicable to all stakeholders. The Environmental Policy sets forth Neenah's commitment to stewardship and sustainability of our natural resources. The Environmental Policy is available on our website at www.neenah.com on the "Investor Relations" page under the tab "Corporate Governance—Governance Policies and Documents".

Corporate Sustainability Report

We have published a Corporate Sustainability Report describing how environmental and social considerations, and related financial impacts, are integrated into Neenah's long term strategy. The Corporate Sustainability Report is available on our website at www.neenah.com.

Risk Oversight

The Board participates in risk oversight through the Company's Enterprise Risk Evaluation conducted by our Chief Financial Officer and General Counsel, in conjunction with the Company's senior management team.team, and holds management accountable for the maintenance of high ethical standards and effective policies and practices to protect the Company's assets and enhance the Company's culture. 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. In addition, the Board has the opportunity to address developing risks at each Board meeting in connection with its regular review of significant safety, business and financial developments. The Company's senior management team assists the Board in identifying and analyzing significant emerging issues that may impact the company's overall strategy, global business continuity and financial results.

The Board believes the processes described above provide for the orderly escalation of developing issues and helps the Board satisfy its risk oversight responsibilities.

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 20152020 that required the review and approval of the Audit Committee in accordance with the terms of the charter.

ShareholderStockholder Rights Plan

The Company's stockholderStockholder 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.

Diversity

The Nominating Committee seeks to develop a diverse Board that is representative of our customer, employee and investor base. Our Board currently includes individuals of varying ages, backgrounds, and genders, with female members currently serving as both Chief Executive Officer and Chairperson of the Nominating Committee.

The Board believes that having directors of diverse gender, age, race, and ethnicity, along with varied skills and experiences, contributes to a balanced and effective Board. The Board is committed to inclusiveness and ensuring that the Nominating Committee, in performing its responsibilities to review director candidates and recommend candidates to the Board for election, includes candidates with a diversity of ethnicity, race and gender in each pool of candidates from which Board nominees are chosen. The Nominating Committee actively considers for selection as directors those persons who possess a diversity of experience, gender, race and ethnicity. While the Nominating Committee carefully considers diversity when identifying potential director candidates, the Committee has not established a formal policy regarding diversity.

Director Tenure

Directors with varied tenure contribute to a range of perspectives and ensure we transition knowledge and experience from longer-serving members to those newer to our Board. We have a good mix of new and long-standing directors, with our current directors averaging approximately eight years of service as of the 2021 Annual Meeting.

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Individuals elected as directors by our shareholders are expected to serve as director for a minimum of three consecutive three-year terms. Directors may be nominated for election for an additional two terms, but will not be nominated for election for more than five consecutive terms unless the Board determines that circumstances warrant nominating a particular

director for one or more additional terms. In the event the Board recommends an individual for nomination for one or more additional terms beyond the initial five consecutive terms, the rationale for such nomination will be disclosed in the Company's Proxy Statement.

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2015 DIRECTOR COMPENSATION

​

2020 DIRECTOR COMPENSATION

The Compensation Committee has responsibility for evaluating and making recommendations to the Board of Directors regarding compensation for our nonemployeenon-employee directors.

Each of our non-employee directors who are not employees receives the following compensation:

ItemAmount

Annual cash retainer

                              $36,000

Board and committee meeting fee

                              $1,500 per meeting

Additional cash retainers for Committee and Board Chairs:

•

Item

 ​
Amount
 

Annual cash retainer

 
$
60,000		 
 

Additional cash retainers for Committee and Board Chairs:

 
​
 
 
 

•

Board Chair

 
$
40,000		 
 

•

Audit Committee Chair

 
$
30,000		 
 

•

Compensation Committee Chair

 
$
30,000		 
 

•

Nominating Committee Chair

 
$
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

 
$
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 conducts a biennial 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. During the third calendar quarter of 2020, the Board retainer fees, chairperson fees and committee membership fees were temporarily reduced by 50% to help partially offset the impacts of the COVID-19 pandemic.

Board Chairman

                              $30,000

•

Audit Committee Chairman

                              $15,000

•

Compensation Committee Chairman

                              $15,000

•

Nominating Committee Chairman

                              $10,000

Annual value of equity grant

                              $80,000 (choice of 100% restricted

                              stock units or 50% restricted

                              stock units / 50% non-qualified

                              stock options)

In 2015 the directors all2020, each director received 100% RSUs, which grant was a total of 1,290 shares.2,016 RSUs. The number of stock options and RSUs granted to nonemployeenon-employee 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 CompensationIncentive Plan ("LTCP"LTIP"). 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' Deferred Compensation Plan"), which enables each of our nonemployeenon-employee U.S. directors to defer a portion of their cash compensation and RSU awards. In 2015 Mr. McGovern2020, none of our directors participated in the Director'sDirectors' Deferred Compensation Plan.

Each of our nonemployeenon-employee 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 nonemployeenon-employee directors met or exceeded the guidelines as of December 31, 2015.2020. Each director has five years in order to meet the stock ownership requirements.


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The following table shows the total compensation paid to each of our nonemployeenon-employee directors in 2015.2020.

Name

​Fees Earned or Paid in Cash ($)(1)

Stock Awards ($)(2)

Total ($)​

William M. Cook

​​
95,375		​​​
100,000		​​​
195,375		​​

Donna M. Costello

​
​
60,375
​
​
​
100,000
​
​
​
160,375		​​

Margaret S. Dano

​​
78,313		​​​
100,000		​​​
178,313		​​

Timothy S. Lucas

​
​
92,750
​
​
​
100,000
​
​
​
192,750		​​

Philip C. Moore

​​
64,750		​​​
100,000		​​​
164,750		​​

Stephen M. Wood

​
​
92,750
​
​
​
100,000
​
​
​
192,750		​​

Tony R. Thene

​​
59,500		​​​
100,000		​​​
159,500		​​


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

Sean T. Erwin

  81,500  79,993  —  161,493 

Edward Grzedzinski

  49,500  79,993  —  129,493 

Margaret S. Dano

  37,500  79,993  —  117,493 

Timothy S. Lucas

  71,000  79,993  —  150,993 

John F. McGovern

  67,069  79,993  —  147,062 

Philip C. Moore

  71,417  79,993  —  151,410 

Stephen M. Wood

  76,139  79,993  —  156,132 
(1)
Amounts reflect temporary 50% reduction in retainer fees, chairperson fees and committee membership fees during the third quarter of 2020.
(2)
Amounts reported in this column represent the grant date fair value of the 20152020 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 andequal in value to the cash dividend that he would have received. Mr. Moore received 2172 of these RSUscommon shares in 2015.2020.


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EXECUTIVE COMPENSATION

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COMPENSATION DISCUSSION AND ANALYSIS

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 20152020 for our "namednamed executive officers" listed below. officers (each a "NEO"). Decisions made concerning the total compensation package for our NEOs 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

stockholder value. We strive to achieve a balanced and competitive compensation package through a mix of base salary, performance-based cash bonuses, long-term performance-based incentives and awards, deferred compensa- tion plans, pension plans, and welfare benefits.

Compensation Objectives and Philosophy

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

GRAPHIC INCLUDED       


​ GRAPHIC     EXCLUDED          

•

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

•

Broad clawback policy

•

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

•

Strict insider trading policy for equity awards

•

Double trigger change in control arrangements

•

Equity ownership guidelines

•

Annual independent risk assessment to confirm that metrics and goals are appropriate to drive high performance without encouraging unreasonable risk-taking

•

Guaranteed variable compensation and/or open-ended payments

•

Excise tax gross-ups

•

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

•

Market timing of equity awards

•

Excessive perquisites

•

Employment contracts

2020 Key Strategic and Financial Achievements

Despite the pandemic, delivered near record free cash flow and preserved strong liquidity.

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We quickly addressed impacts of COVID-19 to protect employees and preserve liquidity

•
Implemented new health and safety protocols that protected our employees and avoided disruptions to our operations, and to our customers.

•
Aggressively managed costs and working capital, resulting in free cash flow of $75 million dollars—one of our highest years ever.

•
Successfully refinanced Senior Notes that were due in 2021 and replaced them with a more flexible Term Loan B.

•
Ended the year with available liquidity of over $175 million.

We continued to make important progress on strategic initiatives to drive top and bottom line growth

•
Updated our vision and strategy, providing clear direction and focus for our organization on key drivers that will add significant value and support expansion in our four targeted growth platforms and significantly enhanced employee engagement and communications.

•
Strengthened our executive leadership team, combining new leaders that bring fresh perspectives with existing personnel and their depth of experience and know-how.

•
Began to implement a "Neenah Operating System" at our two largest facilities. Utilizing LEAN principles, this system will improve safety, quality, customer delivery, and will reduce our cost structure with improved productivity and unlocked capacity, that will ultimately deliver over $20 million of annual cost savings.

•
Quickly developed and commercialized high-performance media for face masks to support COVID-19 relief efforts and meet our customers' needs.

•
Reinvigorated our innovation efforts and launched a number of new products that will generate incremental revenue for years to come.

•
Published a Corporate Sustainability Report, highlighting the meaningful progress made over the past five years in reducing our carbon footprint, building a more diverse and inclusive workplace, and maintaining sound governance practices.
•
Progressed on ESG initiatives including increased diversity of our Board and Senior Management Team, focused recruitment, succession planning and training for gender and ethnicity diversity and inclusion, and expanded Board oversight of ethical conduct, corporate culture, and employee health and safety.

•
Maintained a disciplined and active M&A pipeline, leading to the April 2021 acquisition of ITASA, a leading global specialty coatings company, with a large presence in release liners serving multiple growing end markets.

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.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 named executive officersNEOs and our other executive officers.

    Named Executive Officers

    •

    John P. O'Donnell, Julie A. Schertell
    President and Chief Executive Officer

    Paul F. DeSantis

    •
    Bonnie C. Lind, SeniorExecutive Vice President, Chief Financial Officer and Treasurer

    Byron J. Racki
    Executive Vice President, Technical Products

    Michael W. Rickheim
    Executive Vice President, Chief Human Resources Officer and Chief Administrative Officer

    •

    StevenNoah S. Heinrichs, SeniorBenz
    Executive Vice President, General Counsel and Secretary



    John P. O'Donnell

    •
    Julie A. Schertell, Senior Vice President, President Fine Paper & Packaging

    •
    James R. Piedmonte, Senior Vice President-Global Operations

Compensation Objectives(ret.)
Former President and PhilosophyChief Executive Officer

Bonnie C. Lind (ret.)
Former Chief Financial Officer and Treasurer

​

        Neenah's compensation policies are designed to accomplish the following key objectives:Neenah, Inc. 2021 Proxy Statement | 19

    •
    Reward executives for long-term achievement​

    Table of our strategic objectives and enhancement of stockholder value;Contents

    ​

    ​

    ​



    •
    Support a performance-oriented work environment that rewards achievement of identified internal goals and recognizes the Company's performance against that of the market and selected peer companies; and

    •
    Attract and retain leaders whose abilities are essential to Neenah's long-term success and competitiveness.

        We believe that executive compensation, both long-term and short- term, should be directly linked with performance. Our measures of performance are keyed off of individual responsibilities, Neenah's operational and financial goals and the creation of shareholder value.

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

Our Compensation-Setting ProcessProcess:

    Role of Compensation Committee

The Compensation Committee is responsible for carrying out the Board's responsibilities for determining the compensation for our named executive officers.NEOs. In that capacity, the Compensation Committee (1) annually reviews and approves the corporate goals and objectives relating to our


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

    The Role of ShareholderStockholder Say-on-Pay Votes

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, 2015,2020, greater than 98%93% 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 help understand the environment offor future executive compensation decisions for the named executive officers.practices.

    Use of Compensation Consultants

The Compensation Committee charter grants the Compensation Committee authority to independently retain compensation consultants, and in 20152020 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 20152020 compensation for Neenah's named executive officers.NEOs. In addition, Hugessen provided input to assist the Compensation Committee in establishing the 20152020 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 2015,2020, 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 2020 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.

    Role of Executive Officers

At the request of the Compensation Committee, our President and Chief Executive Officer, along with our Executive Vice President-HumanPresident, Chief Human Resources Officer and Chief Administrative Officer, after extensive market research, make recommendations to our Compensation Committee regarding base salary and target levels for our annual performance bonuses and long-term equity compensation for our executive officers. Mr. 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"Compensation Discussion and AnalysisAnalysis" section of this Proxy Statement. Ms. Schertell is not involved in setting or approving her own compensation levels.


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    Peer Comparison

To assist in evaluating and determining levels of compensation in 20152020 for each element of pay, the Compensation Committee reviewed various sources of data prepared by management including:

    •

    Proxy data collected and analyzed from a peer group of companies in the paper, packaging, and base materialsperformance products, fine papers, and specialty chemical industries and similar in size to Neenah (the "Peer Group"). In 2015For 2020, the Compensation Committee conducted a thorough review of the companies in the Peer Group consisted ofGroup. The Committee reviewed and discussed the companies presented for consideration, including (i) industry, (ii) revenue size, (iii) market cap, and (iv) total enterprise value, and unanimously selected the following companies:

—

AEP Industries Inc.

—

Omnova Solutions, Inc

—

Clearwater Paper Corporation

—

OM Group Inc.

—

Innophos Holdings Inc.

—

Quaker Chemical Corp

—

Innospec, Inc.

—

Rayonier Advanced Materials Inc.

—

Kraton Performance Polymers Inc.

—

Schweitzer-Mauduit International,  Inc.

—

Myers Industries Inc.

—

Tredegar Corporation

—

P.H. Glatfelter Company

    •
    Clearwater Paper Corporation
    •
    Ferro Corporation
    •
    Innophos Holdings,  Inc.
    •
    Innospec, Inc.
    •
    Kraton Corporation
    •
    Lydall, Inc.
    •
    Multi-Color Corporation
    •
    Myers Industries, Inc.
    •
    Omnova Solutions, Inc.
    •
    P.H. Glatfelter Company
    •
    Quaker Chemical Corporation
    •
    Rayonier Advanced Materials, Inc.
    •
    Rogers Corporation
    •
    Schweitzer-Mauduit International, Inc.
    •
    Stepan Company

    Data collected from Equilar'sAon's database using a broad industry cut of manufacturing companies with approximate revenues between $500 million and $2.0 billion.

Pursuant to a transaction dated July 1, 2019, Multi-Color Corporation became a private company.

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.

    Targeted Compensation Levels

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 ManagementShort Term Incentive Plan ("MIP"STIP") and the equity awards under the Long-Term Compensation Plan ("LTCP")LTIP as authorized by the Amended and Restated Neenah, Inc. 2018 Omnibus Plan.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 MIPSTIP program and equity awards under our LTCP,LTIP, which may be earned based on the Company's achievement of performance goals and whosegoals. The value of the LTIP 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

50% performance basedperformance-based compensation for named executive officers. Ourour NEOs. In 2020, 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 58% 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:

    •
    Why Neenah chooses to pay each of the base components;

    •
    How Neenah determines the amount of the various base components;

    •
    How each component fits into Neenah's overall compensation schemeplan and supports Neenah's compensation philosophy.

    Base Salary

    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.

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      2020 Base Salary Decisions

              AfterIn February 2020 (or such other dates indicated below), after discussing the individual performance, experience, scope of responsibilities, and Mr. O'Donnell'sthe Chief Executive Officer'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 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 2015 and 2016.each year, unless otherwise indicated:

       
      		 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%

      Name


      		2019 Base Salary
      		2020 Base Salary
      		% Increase

      John P. O'Donnell (ret.)

      		​
      ​
      $
      863,000      		​​
      ​
      $
      863,000      		​​​
      0
      %
      ​

      Julie A. Schertell

      		​
      ​
      $
      460,000
      ​
      ​
      ​
      $
      800,000
      (1)
      ​
      ​
      74
      %
      ​

      Bonnie C. Lind (ret.)

      		​
      ​
      $
      435,000      		​​
      ​
      $
      435,000      		​​​
      0
      %
      ​

      Paul F. DeSantis

      		​
      ​
      —
      ​
      ​
      ​
      $
      500,000
      (2)
      ​
      ​
      —
      ​
      ​

      Byron J. Racki

      		​
      ​
      $
      377,000      		​​
      ​
      $
      400,000      		​​​
      6
      %
      ​

      Michael W. Rickheim

      		​
      ​
      —
      ​
      ​
      ​
      $
      350,000
      (3)
      ​
      ​
      —
      ​
      ​

      Noah S. Benz

      		​
      ​
      $
      310,000      		​​
      ​
      $
      361,000      		​​​
      16
      %
      ​



      (1)
      On May 21, 2020, and in connection with her appointment as Chief Executive Officer, Ms. Schertell's base salary was increased to $800,000.
      (2)
      Mr. DeSantis joined the Company in May 2020.
      (3)
      Mr. Rickheim joined the Company in April 2020.

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        Annual Performance Bonuses

      Annual cash incentive bonus opportunities are awarded under the MIP,STIP and are based on our achievement of performance goals established inat the beginning of each calendar year. MIPSTIP 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 MIPSTIP bonus may beis adjusted up or down from the target bonus based on Neenah's year end results, as may be adjusted by the Compensation Committee for non-recurring items (with year-end results (as measured byagainst the objective and subjective criteria set forth in the MIPSTIP plan for the applicable year, as previously approved by the Compensation Committee). Actual MIPSTIP payments can range from 0-200%0% to 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,STIP, 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,STIP, specific performance measures and thresholds are determined by the Compensation Committee in consultation with Mr. O'Donnell,the Chief Executive Officer, 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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        2020 Annual Performance Bonus Awards

      For 2015,2020, 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 2015 MIP2020 STIP 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 timeone-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 and Technical Products business units, and (iii) Progressprogress achieved in implementing the Company's strategic plan:plan.

      Name


      		2020 Target STIP
      (% of Base Salary)

      John P. O'Donnell (ret.)

      		​​
      90
      %
      ​

      Julie A. Schertell

      		​
      ​
      90
      %
      ​

      Bonnie C. Lind (ret.)

      		​​
      60
      %
      ​

      Paul F. DeSantis

      		​
      ​
      65
      %
      ​

      Byron J. Racki

      		​​
      60
      %
      ​

      Michael W. Rickheim

      		​
      ​
      60
      %
      ​

      Noah S. Benz

      		​​
      50
      %
      ​
       
      		 Corporate
      EBITDA      		 Business Unit
      EBIT      		 Strategic
      Initiatives      		 

      O'Donnell

      		  75% —  25%

      Lind

      		  75% —  25%

      Heinrichs

      		  75% —  25%

      Schertell

      		  25% 50% 25%

      Piedmonte

      		  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.

      The performance goals for the financial metric under the 2020 STIP was as follows:

      Metric ($MM)


      		Threshold (0%)
      		Target (100%)
      		Outstanding (200%)

      Corporate EBITDA

      		​​
      114      		​​​
      127      		​​​
      140      		​​

      COVID-19 Performance Incentive Adjustments

      The COVID-19 pandemic significantly impacted the Company's operations, adversely impacting global economic conditions and creating ongoing uncertainty. The Company had to balance the unpredictability of the pandemic's impact on the Company's financial performance, against the need to provide reasonable incentives with attainable goals designed to respond to immediate threats from the public health crisis.

      To mitigate these risks and position the Company for strong recovery when the pandemic subsides, the Compensation Committee considered a variety of short term factors which it deemed critical for the Company to build momentum through 2020 and position the organization for long term growth in 2021 and beyond. These factors included, among others, protecting the health and well-being of all employees, maintaining profitability, strengthening cash flow and liquidity, and motivating leadership through unprecedented adversity.

      In accordance with our compensation philosophy and to further align executives' interests with those of the Company's stakeholders, the Compensation Committee reviewed the design of the 2020 STIP and considered options to reward executives for achieving financial goals focused on these short term needs of the Company. As a result, the Compensation Committee approved adjustments to the performance criteria and relative weighting of the 2020 STIP to include both Corporate EBITDA and increased Company liquidity metrics. On a stand-alonecombined and equally-weighted basis, MIPthe Corporate EBITDA and liquidity performance criteria could have yieldedyield a payout from 0% at threshold, 100%40% at target and 200%to 50% at outstanding, and business unit EBIT could have yielded a payout from 0% at threshold, 100% at target and 300% at maximum, based on year-end results. This increase is consistent with our desire to incentivize and reward significant growth in profits. The total potential payout under the 2020 STIP including the strategic plan objective component was capped at a reduced maximum of 75% of target.

      GRAPHIC

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      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 for the year included organic growth of strategic categories,continued product innovation, disciplined M&A efforts leading to the successful acquisition of ITASA, design and integrationimplementation of FiberMark business in Augustthe Neenah Operating System, refreshment of 2015, progress on a large capital project for our filtration business, the divestiture of a non-strategic wallcovering mill in Lahnstein, Germany,Company's vision and strategies, and other strategic corporate initiatives.

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

      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, MIPSTIP payments were awarded as follows:

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

      O'Donnell

      		 $500,000 $850,000  170%

      Lind

      		 $189,750 $322,575  170%

      Heinrichs

      		 $155,000 $263,500  170%

      Schertell

      		 $184,800 $416,724  226%

      Piedmonte

      		 $126,000 $214,200  170%

      Name


      		2020 STIP at Target
      		2020 STIP at Actual(1)
      		% of Target Earned

      John P. O'Donnell (ret.)

      		​
      ​
      $
      358,802      		​​
      ​
      $
      89,700
      (2)
      ​      		​
      25
      %
      ​

      Julie A. Schertell

      		​
      ​
      $
      560,886
      ​
      ​
      ​
      $
      415,056
      ​
      ​
      ​
      74
      %
      ​

      Bonnie C. Lind (ret.)

      		​
      ​
      $
      185,863      		​​
      ​
      $
      137,539
      (3)
      ​      		​
      74
      %
      ​

      Paul F. DeSantis

      		​
      ​
      $
      192,807
      ​
      ​
      ​
      $
      142,678
      ​
      ​
      ​
      74
      %
      ​

      Byron J. Racki

      		​
      ​
      $
      215,416      		​​
      ​
      $
      159,408      		​​​
      74
      %
      ​

      Michael W. Rickheim

      		​
      ​
      $
      150,738
      ​
      ​
      ​
      $
      111,547
      ​
      ​
      ​
      74
      %
      ​

      Noah S. Benz

      		​
      ​
      $
      176,739      		​​
      ​
      $
      130,787      		​​​
      74
      %
      ​
        (1)
        Amounts calculated based on actual earnings during 2020 and include mid-year salary adjustments.
        (2)
        Mr. O'Donnell retired from the Company in June 2020 and received a partial payout of 25% of target under the 2020 STIP program.
        (3)
        Ms. Lind retired from the company in October 2020.

        Long-Term Equity Compensation

      Long-term equity incentives under the LTCP2020 LTIP consist of performance share units ("PSUs") and restricted stock options and stock appreciation rightsunits ("RSUs") granted on an annual basis, with stock option awards and/or stock appreciation rightsRSUs representing approximately 30%40% of the total value of the equity incentive awards and performance sharesPSUs representing approximately 70%60% of the total value of the equity award granted to an executive officer for that year.2020. This reflects the Company's desire to emphasize the performance basedperformance-based incentives in the LTCP.LTIP. The total target LTCPLTIP grants are set at the beginning of the year for each named executive officer at a minimum of 55%NEO with the 2020 LTIP grants ranging from 65% to 200% of the executive's base salary. The Company typically grants 100% of the option and/or stock appreciation rightsRSUs 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 LTCPLTIP plan. The number of units actually earned by each participant is determined by the Company's corporate performance. performance during the applicable performance period.

      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)RSUs 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 and vesting periods.

        2015 LTCP Awards

              For 2015,The Compensation Committee regularly reviews the Company's LTIP to identify opportunities to further align executive compensation with long-term stockholder value. In 2020, and in consultation with the compensation consultant, the Compensation Committee approved changes to the 2020 LTIP to remove the one-year performance period component of the PSU award, with 100% of the PSUs being subject to a three-year performance period ending on December 31, 2022.

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      2020 LTIP Awards

      For 2020, the Compensation Committee, consistent with our compensation philosophy, approved equity grants under the LTCPLTIP for our named executive officersNEOs with target values ranging from 55%65% to 150%200% of base salary paysalary.

      The process described above resulted in grants of RSUs and PSUs in 2020 as follows:


      		2015 LTCP
      (% of base Salary)

      O'Donnell

      		150%

      Lind

      		75%

      Heinrichs

      		65%

      Schertell

      		70%

      Piedmonte

      		55%

      Name


      		2020 LTIP
      (% of Base Salary)

      		2020 RSUs
      		2020 PSUs

      John P. O'Donnell (ret.)

      		​​
      200      		​​​
      12,475
      (1)
      ​      		​
      —      		​​

      Julie A. Schertell

      		​
      ​
      200
      ​
      ​
      ​
      8,889
      (2)
      ​
      ​
      13,333
      ​
      ​

      Bonnie C. Lind (ret.)

      		​​
      100      		​​​
      4,716
      (1)(3)
      ​      		​
      —      		​​

      Paul F. DeSantis

      		​
      ​
      100
      ​
      ​
      ​
      4,471
      ​
      ​
      ​
      6,707
      ​
      ​

      Byron J. Racki

      		​​
      75      		​​​
      1,735      		​​​
      2,602      		​​

      Michael W. Rickheim

      		​
      ​
      65
      ​
      ​
      ​
      2,272
      ​
      ​
      ​
      3,407
      ​
      ​

      Noah S. Benz

      		​​
      65      		​​​
      1,357      		​​​
      2,035      		​​


      (1)
      Reflects pro-rated award based on the date of retirement.
      (2)
      Includes award of 4,032 RSUs in connection with Ms. Schertell's appointment as President and Chief Executive Officer on May 21, 2020.
      (3)
      100% of Ms. Lind's 2020 LTIP award was converted to RSUs on Ms. Lind's date of retirement.

      For each of our named executive officers,NEOs, the value was divided into awards of SARsRSUs and a target number of performance share units,PSUs, with 70%60% of the value in performance share unitsPSUs and 30%40% of the value in SARs.RSUs. The range of possible awards under the LTCPLTIP was selected to tie a substantial percentage of theireach NEOs compensation to Neenah's performance.

      The number of SARsRSUs to be awarded to each named executive officerNEO in 20152020 was determined by dividing the value of the portion of the LTCPLTIP award to be awarded as SARsRSUs (determined by the Compensation Committee as described above) by the grant date fair value of onethe Company's stock option (determined using a modified Black- Scholes formula),on the day of the grant, and then rounded to the nearest tensshare to produce the number of shares subject to the applicable optionRSU award. Each grant of SARsRSUs made in 20152020 vests in increments of 33.34%, 33.33% and 33.33% over a three yearthree-year period, with vesting occurring on each anniversaryDecember 31, 2020, December 31, 2021 and December 31, 2022.

      The PSU portion of the applicable grantLTIP program incorporates a three-year performance and a ten year term to exercise. The process described above resulted in grantsvesting period, further aligning senior management of SARs in 2015 to purchase the following options:


      		2015 SARs

      O'Donnell

      		17,440

      Lind

      		4,810

      Heinrichs

      		3,750

      Schertell

      		4,380

      Piedmonte

      		2,870

      Company with long-term stockholder interests. The target number of performance share unitsPSUs to be awarded to each named executive officerNEO in 20152020 was determined by dividing the value of the portion of the LTCPLTIP 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.grant. The target number of performance share unitsPSUs are increased or decreased (to an amount equal to between 40% to0% and 200% of the target number)target) after a one yearthe performance period. The units are then subject to a two year holding period. period for each component.

      After the end of the performance period, the adjustment of the target number of shares will bePSUs is calculated based on the Company's achievement of performance goals relative to the following equally weighted criteria: year over year growth in net sales, (constant currency)excluding translation impacts from changes in foreign exchange rates and adjusted for acquisitions and divestitures ("Constant Currency Sales"), year over year growth in return on invested capital ("Return on Capital"), and free cash flow reflected as a percentage of net sales ("Free Cash Flow as Percentage of Net Sales"). Each of the metrics may be adjusted for certain items as further described in the PSU award agreements as filed by the Company as Exhibit 10.1 to the Quarterly Report on Form 10-Q filing dated May 11, 2020. The threshold, target, and outstanding levels for Constant Currency Sales growth and Return on Capital were adjusted in 2020 to reflect the Company's continued plans for growth through strategic acquisitions and investments in organic growth.


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      relative total shareholder return ("The specific targets for the PSU awards under the 2020 LTIP program were as follows:

      GRAPHIC

      The adjustment of the target number of PSUs will be calculated based on the Company's achievement of performance goals during the three-year performance period and will vest on December 31, 2022.

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      Component II Performance 2018 LTIP Awards

      Component II of the 2018 LTIP award, representing 25% of the PSU award, was subject to a three-year performance period ending December 31, 2020. The target number of PSUs is calculated based on the Company's achievement of the performance goal

      of Relative TSR").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 include a 0% payout below threshold, 100% payout atperiod and the target number of PSUs are increased or decreased (to an amount equal to between 40% and 200% payout at outstanding. of the target).

      The specific targets and results in 20152018 for Component II 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%

      Metric


      		Threshold
      		Target
      		Outstanding
      		Payout %

      Payout (as a % of Target)

      		​

      0%

      		​

      100%

      		​

      200%

      		​
      ​
      40
      %
      ​

      Total Stockholder Return

      		​

      3rd Quartile

      		​

      2nd Quartile

      		​

      1st Quartile

      		​
      ​
      ​
      ​
      ​

      Based on the process described above and our performance against the targets noted, performance share unit ("PSU")PSU grants for Component II of the 2018 LTIP 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%

      Name(1)


      		Component II
      at Target

      		Component II
      Earned

      		% of Target
      Earned

      Julie A. Schertell

      		​​
      675      		​​​
      270      		​​​
      40
      %
      ​

      Byron J. Racki

      		​
      ​
      349
      ​
      ​
      ​
      140
      ​
      ​
      ​
      40
      %
      ​

      Noah S. Benz

      		​​
      169      		​​​
      68      		​​​
      40
      %
      ​

       The earned shares are now in a two year hold period

      (1)
      In accordance with the 2018 PSU award agreement, Mr. O'Donnell and are still subject to forfeiture based on continued employment. All shares are scheduled to be released to active participants on December 31, 2017.

        Ms. Lind forfeited Component II of the 2018 LTIP grant upon retirement.

      Retirement Benefits

      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 Nonqualified"2020 Non-qualified 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)STIP). 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 Nonqualified"2020 Non-qualified Deferred CompensationCompensation" table later in this Proxy Statement.


      Table of Contents

      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"2020 Pension BenefitsBenefits" table later in this Proxy Statement.

      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,

      ​

      Neenah, Inc. 2021 Proxy Statement | 28

      ​

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      ​

      ​

      ​

      Severance Payments

      In March 2017, the plans support the long-term retention of key executives by providing a strong incentive for theCompensation Committee amended and restated its executive to remain with Neenah over an extended number of years.

        Severance Payments

              The Neenah Paperseverance plan (the "2017 Executive Severance Plan (the "Executive Severance Plan") covers designated officers, including all of our named executive officers, and provides, effective April 1, 2017, to provide executives 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 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 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-yearNEO for "good reason" within the two-year period preceding suchfollowing a change in control the officer2017 Executive Severance Plan provides that such terminated NEO will be entitled to a lump-sum cash payment equal to the sum of: (i) two

      (I) Two times the sum of his or her annual base salary, and

      (II) the amount of bonus under the STIP 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 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 welfare benefits. 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 Amended and Restated Neenah Paper, Inc. 2004 Omnibus Stock and Incentive Compensation Plan (the "2004 Omnibus Plan") or the 2018 Omnibus Plan.

      Additionally, 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 servicesservice costs for a period of two years (upin an amount not to a maximum cost to us of $50,000).exceed $50,000.

      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 grantsRSU awards and performance share unitPSU target levels and awards are made in the manner described above. The number of RSUs awarded is determined by the grant date fair value of the Company's stock on the day of the grant. 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.


      Table of Contents

      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 MIPSTIP and LTCPLTIP 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.

      ​

      Neenah, Inc. 2021 Proxy Statement | 29

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      ​

      ​

      ​

      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 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:

      Name


      		Stock Ownership Multiple
      Multiple of Base Salary

      O'Donnell

      		6x

      LindJulie A. Schertell

      		​​4x
      6x      		​​

      Paul F. DeSantis

      		​
      ​
      3x
      ​
      ​

      HeinrichsByron J. Racki

      		​​4x
      2x      		​​

      Michael W. Rickheim

      		​
      ​
      2x
      ​
      ​

      SchertellNoah S. Benz

      		​​4x
      2x

      Piedmonte

      ​      		4x​

      Each of the named executive officersNEO is required to hold at least 50% of their annual performance share grantsvested shares 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 units or restricted stock unitsRSUs earned but not vested or not paid out;out, and (iii) 'in the money' value of vested or unvested stock options. Penalties for continued failureoptions and SARs.

      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 meetprovide the guidelines include paymentratio of MIPthe annual total compensation of its Chief Executive Officer, Ms. Schertell, to the annual total pay of the median employee of the Company (the "Pay Ratio Disclosure"). In 2019, the Company calculated the median compensation of all employees of the Company and its consolidated subsidiaries, which included employees located in the United States, Germany, The Netherlands, and England to be $56,116. Ms. Schertell's total compensation in Neenah stock2020 for purposes of the Pay Ratio Disclosure was $2,530,027. 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 2020 Pay Ratio Disclosure was estimated to be 45 to 1.

      The Pay Ratio Disclosure above was calculated in accordance with SEC rules based upon the Company's reasonable judgment and reductionassumptions using the methodology described below. The SEC rules do not specify a single methodology for identification of LTCP compensation. Allthe 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:

      •
      Reviewed total annual cash earnings of all employees on December 31, 2018 for our named executive officers met or exceeded2018 fiscal year. This included both base pay and any overtime/premium pay earned by each employee in 2018.

      •
      Permanent employee hours were annualized if they did not work a full year (i.e. someone working a 20-hour workweek would be annualized at 1,040 hours a year, and someone full time would be annualized at 2,080 hours a year). Temporary and seasonal employees were not annualized if they did not work a full year.

      •
      We identified the guidelinesmedian employee based on total 2018 annualized earnings and then captured all 2019 pay components under the summary compensation table for such identified employee to compare to the Chief Executive Officer

      •
      Currency used to convert pay was determined as of December 31, 2015.

      2019 at 1.1215 USD to 1 EUR.

      Clawback Policy

      The Compensation Committee adopted a "clawback policy" for all executives and other employees participating in our MIPSTIP program concerning the future payment of MIPSTIP payments and long termlong-term equity grants under the LTCPLTIP 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.statements or if the Board concludes that such employee engaged in improper conduct.

      Compensation Committee Interlocks and Insider Participation

      The following directors served on the Compensation Committee during 2020: Ms. Dano, Mr. Lucas, Mr. Thene and Dr. Wood. Dr. Wood will not stand for re-election as a member of the Board of Directors at the 2021 Annual Meeting and will cease to be a member of the Compensation Committee at that time. None of the members of the Compensation Committee was an officer or employee of Neenah during 2020 or any time prior thereto, and none of the members had any relationship with Neenah during 2020 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

      ​

      Neenah, Inc. 2021 Proxy Statement | 30

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      ​

      ​

      ​

      of any entity that has one or more of its executive officers serving as a member of our Board of Directors or Compensation Committee.

      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.


      ​

      Neenah, Inc. 2021 Proxy Statement | 31

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      COMPENSATION COMMITTEE REPORT

      ​

      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, 2015.2020.

      Compensation Committee:

      •
      Stephen M. Wood, Chair
      •
      Margaret S. Dano
      •
      Timothy S. Lucas
      •
      Tony R. Thene
      ​

      Neenah, Inc. 2021 Proxy Statement | 32

      Compensation Committee:



      Stephen M. Wood, Chairman
      John F. McGovern
      Edward Grzedzinski

      Table of Contents


      ADVISORY VOTE ON EXECUTIVE COMPENSATION (ITEM 2)

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

              We encourage stockholders to review the Compensation Discussion and Analysis ("CD&A") section of this proxy statement. Our executive compensation program has been designed to pay for performance and align our compensation programs with business strategies focused on long-term growth and creating value for stockholders while also paying competitively and focusing on total compensation. The Company's executive compensation programs are designed to attract, motivate and retain highly qualified executive officers who are able to achieve corporate objectives and create stockholder value. The Compensation Committee believes the Company's executive compensation programs reflect a strong pay-for- performance philosophy and are well aligned with the stockholders' long-term interests without promoting excessive risk. We feel this design is evidenced by the following:

        •
        A majority of our executives' compensation is directly linked to our performance and the creation of stockholder value. The overall compensation mix is targeted to include at least 50% performance based compensation for the named executive officers with a higher percentage of our CEO's compensation being performance based. In 2015 70% of our CEO's compensation was performance based at target levels.​

        •
        Our long-term incentive awards are exclusively in the form of performance share units, stock options and stock appreciation rights and all of our incentive plans have capped payouts.

        •
        LTCP grants are split with 70% of the total value of the awards granted as performance share units with a three-year vesting period, and 30% as stock appreciation rights with annual vesting over a three-year period. This reflects the Company's desire to emphasize performance based incentives. For our performance share units, we use objective performance metrics closely tied to financial performance and shareholder value, such as increasing return on invested capital, revenue growth, cash flow generation and relative total shareholder return. In 2015 LTCP grants were awarded at 146% of target based on achieved growth in sales, free cash flow as a percent of sales and total shareholder return.

        •
        Our short-term incentive plan (MIP) also is based on a pay- for-performance philosophy, with target bonus opportunities ranging from 45% to 80% of base salary based on improvements in corporate and business unit profits and successful execution of strategic objectives. In 2015, executives received a payment of 170% to 226% of target as a result of significant increases in corporate EBITDA, business unit EBIT and the successful execution of strategic objectives.

        •
        We have meaningful stock ownership requirements for our named executive officers.

        •
        We do not have employment agreements or other individual arrangements with our named executive officers that provide for a specified term of employment, compensation terms or specific benefits upon a termination of employment.

        •
        Benefits are payable under our Executive Severance Plan only on a double trigger basis (i.e., following both a change in control and a qualifying termination of employment).

        •
        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.

      Table of Contents

          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.


      ADDITIONAL EXECUTIVE COMPENSATION INFORMATION

      Table of Contents


      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, 20142020, 2019, and 2013:2018:

      Name
      		Year
      		Salary
      ($)(1)

      		Bonus($)
      		Stock
      Awards
      ($)(2)


      		Option
      Awards
      ($)(3)


      		Non-Equity
      Incentive
      Plan
      ($)(4)



      		Change in
      Pension
      Value
      ($)(5)



      		All Other
      Compensation
      ($)(6)


      		Total
      ($)      		​

      O'Donnell (ret.)
      ​
      2020
      ​
      398,669
      ​
      ​
      —
      ​
      ​
      1,725,971
      ​
      —
      ​
      ​
      89,700
      ​
      ​
      ​
      —
      ​
      ​
      ​
      108,862
      ​
      ​
      2,323,202
      ​

       
      ​
      2019
      ​
      863,000
      ​
      ​
      —
      ​
      ​
      1,781,928
      ​
      —
      ​
      ​
      516,506
      ​
      ​
      ​
      —
      ​
      ​
      ​
      104,260
      ​
      ​
      3,265,694
      ​

      ​
      ​
      2018
      ​
      830,000
      ​
      ​
      —
      ​
      ​
      1,310,184
      ​
      498,004
      ​
      ​
      186,750
      ​
      ​
      ​
      —
      ​
      ​
      ​
      138,182
      ​
      ​
      2,963,120
      ​

      Schertell
      ​
      2020
      ​
      673,333
      ​
      ​
      —
      ​
      ​
      1,369,332
      ​
      —
      ​
      ​
      415,056
      ​
      ​
      ​
      —
      ​
      ​
      ​
      72,306
      ​
      ​
      2,530,027
      ​

      ​
      ​
      2019
      ​
      460,000
      ​
      ​
      —
      ​
      ​
      427,425
      ​
      —
      ​
      ​
      111,780
      ​
      ​
      ​
      —
      ​
      ​
      ​
      54,155
      ​
      ​
      1,053,360
      ​

       
      ​
      2018
      ​
      415,000
      ​
      ​
      —
      ​
      ​
      270,736
      ​
      108,006
      ​
      ​
      67,860
      ​
      ​
      ​
      —
      ​
      ​
      ​
      53,999
      ​
      ​
      915,601
      ​

      Lind (ret.)
      ​
      2020
      ​
      309,773
      ​
      ​
      20,000
      ​
      ​
      445,207
      ​
      —
      ​
      ​
      137,539
      ​
      ​
      ​
      875,753
      ​
      ​
      ​
      13,265
      ​
      ​
      1,801,537
      ​

       
      ​
      2019
      ​
      435,000
      ​
      ​
      —
      ​
      ​
      449,071
      ​
      —
      ​
      ​
      173,565
      ​
      ​
      ​
      332,092
      ​
      ​
      ​
      14,650
      ​
      ​
      1,404,378
      ​

      ​
      ​
      2018
      ​
      410,000
      ​
      ​
      —
      ​
      ​
      291,322
      ​
      110,696
      ​
      ​
      61,500
      ​
      ​
      ​
      121,523
      ​
      ​
      ​
      22,080
      ​
      ​
      1,017,121
      ​

      DeSantis
      ​
      2020
      ​
      296,627
      ​
      ​
      —
      ​
      ​
      718,879
      ​
      —
      ​
      ​
      142,678
      ​
      ​
      ​
      —
      ​
      ​
      ​
      19,600
      ​
      ​
      1,177,784
      ​

      Racki
      ​
      2020
      ​
      391,667
      ​
      ​
      —
      ​
      ​
      307,067
      ​
      —
      ​
      ​
      159,408
      ​
      ​
      ​
      —
      ​
      ​
      ​
      49,139
      ​
      ​
      907,281
      ​

       
      ​
      2019
      ​
      377,000
      ​
      ​
      —
      ​
      ​
      291,903
      ​
      —
      ​
      ​
      227,143
      ​
      ​
      ​
      —
      ​
      ​
      ​
      37,289
      ​
      ​
      933,335
      ​

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

      Rickheim
      ​
      2020
      ​
      251,231
      ​
      ​
      100,000
      ​
      ​
      441,101
      ​
      —
      ​
      ​
      111,547
      ​
      ​
      ​
      —
      ​
      ​
      ​
      20,074
      ​
      ​
      923,953
      ​

      Benz
      ​
      2020
      ​
      353,479
      ​
      ​
      —
      ​
      ​
      240,166
      ​
      —
      ​
      ​
      130,787
      ​
      ​
      ​
      —
      ​
      ​
      ​
      34,314
      ​
      ​
      758,746
      ​

       
      ​
      2019
      ​
      310,000
      ​
      ​
      —
      ​
      ​
      208,026
      ​
      —
      ​
      ​
      103,075
      ​
      ​
      ​
      —
      ​
      ​
      ​
      27,461
      ​
      ​
      648,562
      ​

      ​
      ​
      2018
      ​
      248,438
      ​
      ​
      —
      ​
      ​
      61,629
      ​
      26,994
      ​
      ​
      26,309
      ​
      ​
      ​
      —
      ​
      ​
      ​
      26,654
      ​
      ​
      390,024
      ​


      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
      ($)      		 

      John P. O'Donnell

      		  2015  625,000  878,890  287,237  850,000  —  133,766  2,774,893 

      President and

      		  2014  625,000  1,144,078  236,502  827,500  —  101,590  2,934,670 

      Chief Executive Officer

      		  2013  600,000  724,170  237,367  501,600  —  111,986  2,175,123 

      Bonnie C. Lind

      		  
      2015      		  
      346,000      		  
      242,340      		  
      79,221      		  
      322,575      		  
      410,095      		  
      9,930      		  
      1,410,161      		 

      Senior Vice President, Chief

      		  2014  346,000  315,685  65,268  314,036  695,665  13,079  1,749,733 

      Financial Officer and Treasurer

      		  2013  330,000  197,175  65,348  189,668  77,002  8,883  868,076 

      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      		 

      Senior Vice President,

      		  2014  336,000  266,430  55,062  233,251  —  46,385  937,128 

      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 
      (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, 2020.
      (2)
      Amounts shown reflect the aggregate grant date fair value with respect to performance share units, restricted stock unitsPSUs and restricted stockRSUs 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 and RSU 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 8 of Notes to the auditedConsolidated Financial StatementStatements included in our 20152020 Annual Report on Form 10-K for the assumptions used in valuing the performance share units.

        PSUs and RSUs 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
      ​

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      option valuation model. See Note 8 of Notes to the auditedConsolidated Financial StatementStatements included in our 20152020 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. 2020 amounts are described in detail in the portion of our Compensation"Compensation Discussion and Analysis,Analysis" captioned "2015"2020 Annual Performance Bonus Awards."

      (4)(5)
      Change in Pension Value and Non-qualified Deferred Compensation Earnings. 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, Benz, O'Donnell, Rickheim, DeSantis 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 Neenah's contribution to the 401(k) account of each of our named executive officers. The amounts shown for Messrs. Heinrichs, O'Donnell and Ms. Schertell also include Neenah's contribution to their accounts in the Retirement Contribution Plan and Supplemental Retirement Contribution Plan. RCP account of our NEOs as follows (as further disclosed on page 42 of this Proxy Statement):

      Name


      		Year
      		Amount ($)
      		 

      John P. O'Donnell (ret.)

      		​
      2020
      ​
      ​
      106,562
      ​
      ​
       

      ​

      		​2019​​98,260​​ 

      ​

      		​2018​​120,291​​ 

      Julie A. Schertell

      		​
      2020      		​​
      71,256      		​​
       

      		​2019​​49,955​​ 

      		​2018​​49,535​​ 

      Paul F. DeSantis

      		​
      2020
      ​
      ​
      17,100
      ​
      ​
       

      Byron J. Racki

      		​
      2020      		​​
      47,254      		​​
       

      		​2019​​36,464​​ 

      		​2018​​34,788​​ 

      Michael W. Rickheim

      		​
      2020
      ​
      ​
      15,074
      ​
      ​
       

      Noah S. Benz

      		​
      2020      		​​
      34,312      		​​
       

      		​2019​​27,460​​ 

      		​2018​​24,910​​ 

      The amounts shown for Ms. Lind, Mr. Heinrichs and Ms. Schertellin the "All Other Compensation" column also include expenses for anthe following categories of perquisites: 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.


      ​

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      20152020 Grants of Plan Based Awards

      The following table contains information relating to the plan based awards grants made in 20152020 to our named executive officersNEOs under the 2018 Omnibus Plan and is intended to supplement the 2015 Summary"Summary Compensation TableTable" listed above.above:

      		   ​  ​


      		Estimated Future Payouts
      Under Non-Equity Incentive
      Plan Awards(1)


      		​


      		Estimated Future Payouts
      Under Equity Incentive
      Plan Awards(2)


      		​


      		All Other
      Stock
      Awards(3)


      		​
      		Grant
      		 
      ​ ​ ​ ​ ​ ​ ​ ​ ​​ ​ ​ ​ ​ ​ ​ ​ ​​ ​ ​ ​ ​ ​ ​ ​ ​​ ​ ​ ​ ​

      Name


      		Plan
      		​

      		Grant
      Date

      		​

      		Threshold
      ($)

      		​

      		Target
      ($)

      		​

      		Maximum
      ($)

      		​

      		Threshold
      (#)

      		​

      		Target
      (#)

      		​

      		Maximum
      (#)

      		​





      		# of
      Securities
      Underlying
      Stock
      Awards
      (#)





      		​





      		Date
      Fair
      Value of
      Stock
      Awards
      ($)





      		 

      John P. O'Donnell (ret.)

      		 

      STIP

      		 
      ​
      2/4/2020
       
      ​
      0
       
      ​
      776,700
       
      ​
      1,553,400
       
      ​
      ​
       
      ​
      ​
       
      ​
      ​
       
      ​
      ​
       
      ​
       
       

       

      ​

      		 RSU ​2/4/2020 ​​ ​​ ​​ ​​ ​​ ​​ ​24,949 ​1,725,972(4) 

      Julie A. Schertell

      		 STIP  2/4/2020  0  800,000  1,600,000                 

      		 PSU  2/4/2020           0  7,285  14,570     523,680  

      		 RSU  2/4/2020                    4,857  336,007  

      		 PSU  5/21/2020           0  6,048  12,096     309,658(5) 

      		 RSU  5/21/2020                    4,032  199,987(6) 

      Bonnie C. Lind (ret.)

      		 STIP ​2/4/2020 ​0 ​261,000 ​522,000 ​​ ​​ ​​ ​​ ​​  

      ​

      		 RSU ​10/1/2020 ​​ ​​ ​​ ​​ ​​ ​​ ​4,716 ​326,253  

      Paul F. DeSantis

      		 STIP  5/20/2020  0  276,000  632,500                 

      		 PSU  5/20/2020           0  6,707  13,414     318,903(7) 

      		 RSU  5/20/2020                    8,942  399,976(8) 

      Byron J. Racki

      		 STIP ​2/4/2020 ​0 ​188,500 ​431,665 ​​ ​​ ​​ ​​ ​​  

      ​

      		 PSU ​2/4/2020 ​​ ​​ ​​ ​0 ​2,602 ​5,204 ​​ ​187,039  

      ​

      		 RSU ​2/4/2020 ​​ ​​ ​​ ​​ ​​ ​​ ​1,735 ​120,027  

      Michael W. Rickheim

      		 STIP  4/6/2020  0  157,500  315,000                 

      		 PSU  4/6/2020           0  3,407  6,814     150,065(9) 

      		 RSU  4/6/2020                    7,265  291,036(10) 

      Noah S. Benz

      		 STIP ​2/4/2020 ​0 ​180,500 ​361,000 ​​ ​​ ​​ ​​ ​​  

      ​

      		 PSU ​2/4/2020 ​​ ​​ ​​ ​0 ​2,035 ​4,070 ​​ ​146,289  

      ​

      		 RSU ​2/4/2020 ​​ ​​ ​​ ​​ ​​ ​​ ​1,357 ​93,877  


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

      John P. O'Donnell

      		 MIP  01/27/2015  0  500,000  1,000,000                   

      President and Chief

      		 Performance Units  01/27/2015           4,396  10,990  21,980        878,980 

      Executive Officer

      		 SAR  01/27/2015                    17,440  59.72  287,237 

      Bonnie C. Lind

      		 
      MIP      		  
      01/27/2015      		  
      0      		  
      195,250      		  
      390,500      		                   

      Senior Vice President,

      		 Performance Units  01/27/2015           1,212  3,030  6,060        242,340 

      Chief Financial Officer

      		 SAR  01/27/2015                    4,810  59.72  79,221 

      and Treasurer

      		                                 

      Steven S. Heinrichs

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

      Senior Vice President,

      		 Performance Units  01/27/2015           944  2,360  4,720        188,753 

      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      		                   

      Senior Vice President,

      		 Performance Units  01/27/2015           1,104  2,760  5,520        220,745 

      President Fine

      		 SAR  01/27/2015                    4,380  59.72  72,139 

      Paper & Packaging

      		                                 

      James R. Piedmonte

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

      Senior Vice President,

      		 Performance Units  01/27/2015           724  1,810  3,620        144,764 

      Global Operations

      		 SAR  01/27/2015                    2,870  59.72  47,269 
      (1)
      Reflects the range of potential annual incentive bonus payments that could have been earned by each named executive officerNEO under Neenah's MIPSTIP in 2015.2020. The actual bonuses earned in 20152020 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 2015 and total shareholder return relative to a peer group forduring the three-year performance period ending December 31, 2015.2022. 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. Outstanding restricted share units receive dividends at the same rate as other stockholders.

      Analysis" section of this Proxy Statement.

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

      ​

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      ​
      (4)
      Award pro-rated based on retirement date.
      (5)
      The PSUs vest at the end of the three-year performance period ending on December 31, 2022.
      (6)
      The RSUs vest in increments of 33.34%, 33.33% and 33.33% over a three-year period, with vesting occurring on the first, second, and third anniversary of the date of grant.
      (7)
      Includes 6,707 sign-on PSUs granted to Mr. DeSantis in May 2020 which vest at the end of the three-year performance period ending on December 31, 2022.
      (8)
      Includes 8,942 sign-on RSUs granted to Mr. DeSantis in May 2020 which 4,471 RSUs vest on May 15, 2023 and 4,471 RSUs vest in increments of 33.34%, 33.33% and 33.33% over a three-year period, with vesting occurring on the first, second, and third anniversary of the date of grant.
      (9)
      Includes 3,407 sign-on PSUs granted to Mr. Rickheim in April 2020 which vest at the end of the three-year performance period ending on December 31, 2022.
      (10)
      Includes 7,265 sign-on RSUs granted to Mr. Rickheim in April 2020 which 4,993 RSUs vest on April 6, 2023 and 2,272 RSUs vest in increments of 33.34%, 33.33% and 33.33% over a three-year period, with vesting occurring on the first, second, and third anniversary of the date of grant.
      ​

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      Outstanding Equity Awards at 20152020 Fiscal Year-End

      The following table sets forth information concerning outstanding equity awards for our named executive officersNEOs as of December 31, 2015.2020.

        ​
      		Option Awards
      		​
      		Stock Awards 
      ​ ​ ​​ ​ ​ ​​ ​ ​ ​ ​ ​ ​ ​​ ​ ​ ​​ ​ ​ ​ ​ ​ ​ ​​ ​
      Name
      		​





      		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
       
      ​
      28,312
       
      ​
      —
       
      ​
      —
       
      ​
      57.95
      (5)
      ​
      01/25/2026
       
      ​
      ​
       
      ​
      ​
       
      ​
      ​
       
      ​
      ​
       
      (ret.) ​36,753 ​— ​— ​82.15(6)​01/29/2027 ​​ ​​ ​​ ​​ 
      ​ ​33,134 ​— ​— ​93.35(7)​01/29/2028 ​​ ​​ ​​ ​​ 
      ​ ​​ ​​ ​​ ​​ ​​ ​13,139(8)​726,849 ​​ ​​ 
      ​ ​​ ​​ ​​ ​​ ​​ ​2,495(10)​138,023 ​​ ​​ 

      Julie A. Schertell
       
       
      3,000
       
       
      —
       
       
      —
       
       
      24.09
      (1)
       
      01/24/2022
       
       
       
       
       
       
       
       
       
       
       
       
       
         4,900  —  —  31.23(2) 01/28/2023             
         4,370  —  —  42.82(3) 01/27/2024             
         4,380  —  —  59.72(4) 01/26/2025             
         5,996  —  —  57.95(5) 01/25/2026             
         7,085  —  —  82.15(6) 01/29/2027             
         4,790  2,396  —  93.35(7) 01/29/2028             
                        3,152(8) 174,369       
                        13,333(9) 737,582       
                        599(10) 33,137       
                        5,926(11) 327,826       

      Bonnie C. Lind (ret.)
       
      ​
      7,262
       
      ​
      —
       
      ​
      —
       
      ​
      82.15
      (6)
      ​
      01/29/2027
       
      ​
      ​
       
      ​
      ​
       
      ​
      ​
       
      ​
      ​
       
      ​ ​4,910 ​2,455 ​— ​93.35(7)​01/29/2028 ​​ ​​ ​​ ​​ 
      ​ ​​ ​​ ​​ ​​ ​​ ​3,311(8)​183,165 ​​ ​​ 
      ​ ​​ ​​ ​​ ​​ ​​ ​2,830(9)​156,556 ​​ ​​ 
      ​ ​​ ​​ ​​ ​​ ​​ ​630(10)​34,852 ​​ ​​ 

      Paul F. DeSantis
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
      6,707
      (9)
       
      371,031
       
       
       
       
       
       
       
                        8,942(11) 494,671       

      Byron J. Racki
       
      ​
      1,940
       
      ​
      —
       
      ​
      —
       
      ​
      59.72
      (4)
      ​
      01/26/2025
       
      ​
      ​
       
      ​
      ​
       
      ​
      ​
       
      ​
      ​
       
      ​ ​2,548 ​— ​— ​57.95(5)​01/25/2026 ​​ ​​ ​​ ​​ 
      ​ ​3,232 ​— ​— ​82.15(6)​01/29/2027 ​​ ​​ ​​ ​​ 
      ​ ​2,474 ​1,239 ​— ​93.35(7)​01/29/2028 ​​ ​​ ​​ ​​ 
      ​ ​​ ​​ ​​ ​​ ​​ ​2,153(8)​119,104 ​​ ​​ 
      ​ ​​ ​​ ​​ ​​ ​​ ​2,602(9)​143,943 ​​ ​​ 
      ​ ​​ ​​ ​​ ​​ ​​ ​410(10)​22,681 ​​ ​​ 
      ​ ​​ ​​ ​​ ​​ ​​ ​1,157(11)​64,005 ​​ ​​ 

      Michael W. Rickheim
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
       
      3,407
      (9)
       
      188,475
       
       
       
       
       
       
       
                        7,265(11) 401,900       

      Noah S. Benz
       
      ​
      1,812
       
      ​
      —
       
      ​
      —
       
      ​
      82.15
      (6)
      ​
      01/29/2027
       
      ​
      ​
       
      ​
      ​
       
      ​
      ​
       
      ​
      ​
       
      ​ ​1,196 ​600 ​— ​93.35(7)​01/29/2028 ​​ ​​ ​​ ​​ 
      ​ ​​ ​​ ​​ ​​ ​​ ​1,534(8)​84,861 ​​ ​​ 
      ​ ​​ ​​ ​​ ​​ ​​ ​2,035(9)​112,576 ​​ ​​ 
      ​ ​​ ​​ ​​ ​​ ​​ ​292(10)​16,153 ​​ ​​ 
      ​ ​​ ​​ ​​ ​​ ​​ ​905(11)​50,065 ​​ ​​ 
      ​

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      		 Option Awards Stock Awards 
      Name and Principal Position
      		 Number of
      Securities
      Underlying
      Unexercised
      Options (#)
      Exercisable      		 Number of
      Securities
      Underlying
      Unexercised
      Options (#)
      Unexercisable      		 Equity
      Incentive
      Plan Awards:
      Number of
      Securities
      Underlying
      Unexercised
      Unearned
      Options (#)      		 Option
      Exercise
      Price ($)      		 Option
      Expiration
      Date      		 Number of
      Shares or
      Units or
      Stock That
      Have Not
      Vested      		 Market
      Value of
      shares or
      Units of
      Stock      		 Equity
      Incentive
      Plan Awards:
      Number of
      Unearned
      Shares, Units
      or Other
      Rights That
      Have Not
      Vested      		 Equity
      Incentive
      Plan Awards:
      Market or
      Payout Value
      of Unearned
      Shares, Units
      or Other
      Rights That
      Have Not
      Vested ($)      		 

      John P. O'Donnell

      		  0  125,000  0  24.09(3)  01/24/2022             

      President and Chief

      		  8,234  0  0  31.23(6)  01/28/2023             

      Executive Officer

      		  6,256  6,258  0  42.82(5)  01/27/2024             

      		  0  17,440  0  59.72(6)  01/26/2025             

      		                 28,207(7)  1,144,078       

      		                 10,990(8)  878,980       

      Bonnie C. Lind

      		  
      2,201      		  
      0      		  
      0      		  
      24.09(2)      		  
      01/24/2022      		             

      Senior Vice President,

      		  4,534  0  0  31.23(4)  01/29/2023             

      Chief Financial Officer

      		  3,452  1,728  0  42.82(5)  01/27/2024             

      and Treasurer

      		  0  4,810  0  59.72(6)  01/26/2025             

      		                 7,783(7)  315,685       

      		                 3,030(8)  242,340       

      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       

      Julie A. Schertell

      		  
      1,601      		  
      0      		  
      0      		  
      19.25(1)      		  
      01/27/2021      		             

      Senior Vice President,

      		  3,000  0  0  24.09(2)  01/24/2022             

      President Fine Paper & Packaging

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

      		  2,912  1,458  0  42.82(5)  01/27/2024             

      		  0  4,380  0  59.72(6)  01/26/2025             

      		                 6,569(7)  266,430       

      		                 2,760(8)  220,745       

      James R. Piedmonte

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

      Senior Vice President,

      		  3,800  0  0  31.23(4)  01/28/2023             

      Global Operations

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

      		  0  2,870  0  59.72(6)  01/26/2025             

      		                 4,434(7)  179,859       

      		                 1,810(8)  144,764       

      ​

      ​


      (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 PSU target levels were set on January 28, 201429, 2019 and were75% of the award was earned and vested on December 31, 2014,2019, 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. The2019. This component of the awards werewas granted at 184%67% of target as disclosed in the CD&A Section"Compensation Discussion and Analysis" section of the 2015 Proxy Statement and the

      Table of Contents

        market value disclosed in this table reflects the sizing of these awards. These performance share units are subject to a two year hold requirement after vesting.

      (8)
      These performance share units target levels were set on January 27, 2015 and were earned and vested on December 31, 2015, 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. The awards were granted at 146% of target as disclosed in the CD&A Section of this2020 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, 2021.
      (9)
      These PSU target levels were set on February 4, 2020 and are subject to a three-year performance period ending December 31, 2022.
      (10)
      These RSUs were granted on January 29, 2019, and vest on December 31, 2021.
      (11)
      These RSUs were granted on January 29, 2020, and vest as follows: 33.33% on both December 31, 2021 and December 31, 2022.

      ​

      Neenah, Inc. 2021 Proxy Statement | 38

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      ​

      Option Exercises and Stock Vested in 20152020

      The following table sets forth information regarding stock options or SARs exercised and stock awards vested for our named executive officersNEOs during 2020:

      		 ​
      		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
      ($)(2)      		 

      John P. O'Donnell (ret.)

      		 

      ​

      		0 

      ​

      		0 
      ​
      20,119
      (3)
      ​
      1,132,595      		 

      Julie A. Schertell

      		  

      0

      		  

      0

      		  
      4,644      		  
      260,690      		 

      Bonnie C. Lind (ret.)

      		 

      ​

      		0 

      ​

      		0 
      ​
      6,454
      (3)
      ​
      360,916      		 

      Paul F. DeSantis

      		  

      0

      		  

      0

      		  
      0      		  
      0      		 

      Byron J. Racki

      		 

      ​

      		0 

      ​

      		0 
      ​
      1,530
       
      ​
      86,372      		 

      Michael W. Rickheim

      		  

      0

      		  

      0

      		  
      0      		  
      0      		 

      Noah S. Benz

      		 

      ​

      		0 

      ​

      		0 
      ​
      1,016
       
      ​
      57,175      		 
      (1)
      These shares represent the vesting of (i) PSUs granted to each of our NEOs in 2015.

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

      John P. O'Donnell

      		  20,523  642,360  24,846  1,551,136 

      Bonnie C. Lind

      		  2,568  118,829  6,765  422,339 

      Steven S. Heinrichs

      		  10,367  368,735  5,166  322,513 

      Julie A. Schertell

      		  —  —  4,920  307,156 

      James R. Piedmonte

      		  4,600  196,664  3,813  238,046 
      January 2018 and which vested on December 31, 2020 after a one-year performance and two-year holding period, (ii) PSUs granted to each of our NEOs in January 2018 and which vested on December 31, 2020 after a three-year performance period, and (iii) RSUs granted to each of our NEOs in January 2020 and which vested 33.34% on December 31, 2020.
      (1)(2)
      Reflects the market value of the shares on the vesting date.
      (3)
      Reflects shares that vested upon retirement.
      (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 qualifiedtax-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 are 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 79 of Notes to our financial statementsConsolidated Financial Statements included in our 20152019 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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      20152020 Pension Benefits

      The following table sets forth information as of December 31, 20152020 regarding accumulated benefits to our named executive officersNEOs under our Pension Plan and Supplemental Pension Plan and German Pension Plans.Plan:

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

      Bonnie C. Lind

      		 Neenah Paper Pension Plan  34.0  1,509,796 

      		 Neenah Paper Supplemental Pension Plan  34.0  2,313,935 

      James R. Piedmonte

      		 

      Neenah Paper Pension Plan

      		  
      37.6      		  
      1,723,363      		 

      		 Neenah Paper Supplemental Pension Plan  37.6  1,576,066 

      Name(1)


      		Plan Name
      		​

      		Number of Years
      Credited Service

      		​
      		Present Value of
      Accumulated Benefit ($)(2)      		 

      Bonnie C. Lind (ret.)

      		 

      Neenah Pension Plan

      		 
      ​
      38.8(3)
       
      ​
      2,554,413      		 

      ​

      		 

      Neenah Supplemental Pension Plan

      		 
      ​
      38.8(3)
       
      ​
      3,680,546      		 
      (1)
      Includes years of service credited for employment with Kimberly-Clark prior to Neenah's spin-off forMessrs. O'Donnell, DeSantis, Racki, Rickheim, Benz 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 7 of Notes to the auditedConsolidated Financial Statements included in our 20152020 Annual Report on Form 10-K.
      (3)
      Includes years of service credited for employment with Kimberly-Clark prior to Neenah's spin off.

      2015 Nonqualified2020 Non-qualified Deferred Compensation

      The Supplemental RCP is a nonqualifiednon-qualified 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)STIP). 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 officerNEO participation in the Supplemental RCP and the Deferred Compensation Plan in 2015 is2020 was as follows:

      Name
      		 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      		 

      John P. O'Donnell

      		  0 $103,906 $(23,009) 0 $423,252 

      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      		 

      Senior Vice President,

      		                

      President Fine Paper & Packaging

      		                

      Name(1)


      		​



      		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 (ret.)

      		  
      —      		 
      $
      75,140      		 
      $
      98,098      		  
      —      		 
      $
      1,211,448      		 

      Julie A. Schertell

      		 
      ​
      —
       
      $
      41,259
       
      $
      47,387
       
      ​
      —
       
      $
      392,188      		 

      Byron J. Racki

      		  
      —      		 
      $
      21,532      		 
      $
      26,916      		  
      —      		 
      $
      150,172      		 

      Noah S. Benz

      		 
      ​
      —
       
      $
      12,867
       
      $
      9,654
       
      ​
      —
       
      $
      61,615      		 
      (1)
      Messrs. Rickheim and DeSantis and Ms. Lind did not participate in the Supplemental RCP in 2020.
      (2)
      None of our named executive officersNEOs elected to defer compensation in 20152020 under the Deferred Compensation Plan

      Plan.
      (2)(3)
      Amounts are reported as 2015 compensation in theincluded "All Other Compensation" column of the Summary"Summary Compensation Table.Table" for 2020.  

      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.termination

      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 Neenah without "cause" within the

      two-year period following a change in control, or by the officerexecutive for "good reason" (as defined in the Executive Severance Plan) within the two-year period following a change in control, or a termination by us without "cause" during the one-year period preceding2017 Executive Severance Plan provides that such a change in control, the officerNEO 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 STIP 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 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, weexceed $50,000.


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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.

      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, 2020:

      Payments(8)
      		 John P.
      O'Donnell      		 Bonnie C.
      Lind      		 Steven S.
      Heinrichs      		 Julie A.
      Schertell      		 James R.
      Piedmonte      		 

      Severance(1)

      		  2,250,000  1,069,500  930,000  1,041,600  812,000 

      Prorated Non-Equity Incentive Payment(2)

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

      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 

      Retirement Benefit Payment(5)

      		  232,695  811,219  70,695  80,145  197,140 

      Welfare Benefit Values(6)

      		  39,852  38,328  52,188  39,852  34,308 

      Outplacement

      		  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 

      Payments(1)


      		​

      		Julie A.
      Schertell

      		​

      		Paul F.
      DeSantis

      		​

      		Byron J.
      Racki

      		​

      		Michael W.
      Rickheim

      		​
      		Noah S.
      Benz      		 

      Severance(2)

      		 
      $
      3,040,000
       
      $
      1,650,000
       
      $
      1,280,000
       
      $
      1,120,000
       
      $
      1,083,000      		 

      Prorated Non-Equity Incentive Payment(3)

      		  
      —      		  
      —      		  
      —      		  
      —      		  
      —      		 

      Unvested Restricted Stock(4)

      		 
      $
      360,963
       
      $
      494,671
       
      $
      86,631
       
      $
      401,900
       
      $
      66,218      		 

      Unvested PSU Component I(5)

      		 
      $
      116,449      		 
      $
      0      		 
      $
      79,550      		 
      $
      0      		 
      $
      56,703      		 

      Unvested PSU Component II(6)

      		 
      $
      818,735
       
      $
      377,336
       
      $
      191,019
       
      $
      193,279
       
      $
      146,433      		 

      Retirement Benefit Payment(7)

      		 
      $
      246,669      		 
      $
      68,278      		 
      $
      82,269      		 
      $
      51,438      		 
      $
      77,094      		 

      Welfare Benefit Values(8)

      		 
      $
      40,396
       
      $
      0
       
      $
      52,864
       
      $
      40,396
       
      $
      56,342      		 

      Outplacement

      		 
      $
      50,000      		 
      $
      50,000      		 
      $
      50,000      		 
      $
      50,000      		 
      $
      50,000      		 

      Aggregate Payments

      		 
      $
      4,673,212
       
      $
      2,640,285
       
      $
      1,822,333
       
      $
      1,857,013
       
      $
      1,535,790      		 
      (1)
      Mr. O'Donnell and Ms. Lind were not employed with the Company as of December 31, 2020.
      (2)
      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 STIP bonus.

      (2)(3)
      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.

      2020, the Non-Equity Incentive Payment for 2020 would have been earned and paid to the executives and would not be payable under the 2017 Executive Severance Plan.
      (3)(4)
      Total value of unvested stock option spread and unvested restricted stockRestricted Stock that would become vested upon a change in control assuming a share price of $60.27$55.32 and a change-in-controlchange in control date of December 31, 2015.

      2020.
      (4)(5)
      All actual and unearned target performance share unitsComponent I PSUs vest upon a change-in-controlchange in control event.
      (6)
      Amounts are based on target 2014 and 2015 performance share unit2019 Component II PSU grants.

      Amounts include grants under the 2020 LTIP.
      (5)(7)
      Actuarial value attributable to retirement benefits.

      (6)(8)
      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.
      ​

              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.


      Table of Contents

      ​

      AUDIT RELATED MATTERS



      COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

              The following directors served on the Compensation Committee during 2015: Messrs. Grzedzinski, McGovern and Dr. Wood. None of the members of the Compensation Committee was an officer or employee of Neenah during 2015 or any time prior thereto, and none of the members had any relationship with Neenah during 2015 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, 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, 2016 representing restricted stock units granted in lieu of a quarterly cash dividend granted in 2015 and 2016.


      Table of Contents


      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 at www.neenah.com. The Audit Committee reviewed and discussed with management and Deloitte our audited financial statements for the fiscal year ended December 31, 2015.2020. 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, 20152020 and determined to engage Deloitte as the independent registered public accounting firm of Neenah for the fiscal year ending December 31, 2016. 2021.

      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, 20152020 for filing with the SEC.

      Audit Committee:

      •
      Timothy S. Lucas, Chair
      •
      Philip C. Moore
      •
      Stephen M. Wood
      •
      William M. Cook
      •
      Donna M. Costello

      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND SERVICES

      Aggregate Fees for professional services rendered for us by Deloitte & Touche LLP, the member firms of Deloitte Touche and Tohmatsu and their respective affiliates as of or for the fiscal years ended December 31, 2020 and December 31, 2019 are set forth below. The aggregate fees included in the Audit category are fees billed for 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 billed in the fiscal years.

      Audit Fees were for professional services rendered for the audit of our annual consolidated financial statements including the audit of our internal control over financial reporting and review of Quarterly Reports on Form 10-Q filed by us with the SEC.

      Audit Committee:



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

      		 ​
      		2019
      		​2020 

      Audit Fees

      		 
      $
      1,927,000
       
      $
      1,998,000      		 

      Audit Related Fees

      		  
      -      		  
      -      		 

      Tax Fees

      		 
      ​
      -
       
      ​
      -      		 

      All Other Fees

      		  
      -      		  
      -      		 

      Total

      		 
      $
      1,927,000
       
      $
      1,998,000      		 

      POLICY ON AUDIT COMMITTEE PRE-APPROVAL

      To avoid potential conflicts of interest in maintaining auditor independence, the law prohibits a publicly traded company from obtaining certain non-audit services from its independent registered public accounting firm. The law also requires the audit committee of a publicly traded company to pre-approve other services provided by the independent registered public accounting firm. Pursuant to its charter, the Audit Committee's policy is to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit related services, tax services and other services. In its pre-approval of non-audit services, the Audit Committee considers, among other factors, the possible effect of the performance of such services on the auditor's independence.

      The Audit Committee may delegate pre-approval authority to a member of the Audit Committee. The decisions of any Audit Committee member to whom pre-approval authority is delegated shall be presented to the full Audit Committee at its next scheduled meeting. The Audit Committee pre-approved all services performed by the independent registered public accounting firm in fiscal 2020 and fiscal 2019, including those services described in the table above under the captions "Audit Fees".


      ​

      Neenah, Inc. 2021 Proxy Statement | 43

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      ELECTION OF DIRECTORS (ITEM 1)

      GRAPHIC


      The Board currently consists of eight members divided into one class of two directors (Class III) and two classes of three directors (Classes I and II). The directors in each class serve three-year terms, with the terms of the Class II directors expiring at the 2021 Annual Meeting.

      The Board has nominated Margaret S. Dano and Donna M. Costello, each a current Class II director, for re-election at the 2021 Annual Meeting. If re-elected, the nominees will serve a three-year term expiring at the 2024 Annual Meeting of Stockholders and until their successor has been duly elected and qualified. Each of the nominees has consented to serve another term as a director if re-elected.

      If any of the nominees should be unavailable to serve for any reason (which is not anticipated), the Board may designate a substitute nominee or nominees (in which event the persons named on the enclosed proxy card will vote the shares represented by all valid proxy cards for the election of such substitute nominee or nominees), allow the vacancies to remain open until a suitable candidate or candidates are located, or by resolution provide for a lesser number of directors.

      On February 3, 2021, Stephen M. Wood delivered notice to the Board of his intent to not stand for re-election as Class II director at the Company's 2021 Annual Meeting. The Board has not made any nominations and does not currently intend to fill this Class II vacancy at this time. Accordingly, immediately

      following the 2021 Annual Meeting, the Board will consist of seven members divided into two classes of two directors (Classes II and III) and one class of three directors (Class I).

      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.

      This Proxy Statement contains certain information as of March 26, 2021, 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.

      ​

      Neenah, Inc. 2021 Proxy Statement | 44

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      ADVISORY VOTE ON EXECUTIVE COMPENSATION (ITEM 2)

      GRAPHIC


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

      We encourage stockholders to review the "Compensation Discussion and Analysis" ("CD&A") section of this Proxy Statement. Our executive compensation program has been designed to pay-for-performance and align our compensation programs with business strategies focused on long-term growth and creating value for stockholders while also paying competitively and focusing on total compensation.

      The Company's executive compensation programs are designed to attract, motivate, and retain highly qualified executive officers who are able to achieve corporate objectives and create stockholder value. The Compensation Committee believes the Company's executive compensation programs reflect a strong pay-for-performance philosophy and are well aligned with the stockholders' long-term interests without promoting excessive risk. We feel this design is evidenced by the following:

      •
      A majority of our executives' compensation is directly linked to our performance and the creation of stockholder value. The overall compensation mix is targeted to include at least 50% performance-based compensation for the NEOs with a higher percentage of our CEO's compensation being performance-based. In 2020, 74% of our CEO's compensation was performance-based at target levels.

      •
      Our long-term incentive awards are exclusively in the form of PSUs and RSUs and all of our incentive plans have capped payouts

      •
      LTIP grants are split with 60% of the total value of the awards granted as PSUs with a three-year vesting and three-year performance period, and 40% as RSUs with annual vesting equally over a three-year period. For our PSUs, we use objective performance metrics closely tied to financial performance and stockholder value, such as maintaining an attractive return on invested capital, corporate revenue growth, free cash flow as a percentage of net sales, and relative total stockholder return.

      •
      Our short-term incentive plan (STIP) also is based on a pay for performance philosophy, with target bonus opportunities ranging from 50% to 90% of base salary based on improvements in corporate and business unit profits and successful execution of strategic objectives. In 2020, NEOs received a payment 74% of target as a result of
      ​
      performance in corporate EBITDA, liquidity and the successful execution of strategic objectives.

      •
      We have meaningful stock ownership requirements for our NEOs.

      •
      We do not have employment agreements or other individual arrangements with our NEOs that provide for a specified term of employment, compensation terms, or specific benefits upon a termination of employment.

      •
      Benefits under our 2017 Executive Severance Plan in connection with a change in control are payable only on a double-trigger basis (i.e., following both a change in control and a qualifying termination of employment).

      •
      The Compensation Committee is advised by an independent compensation consultant who keeps the 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 or if the Board concludes that such employee engaged in improper conduct.

      •
      In 2017, the Compensation Committee amended the Company's executive severance plan to remove the excise tax gross up provision.

      The Board strongly endorses the Company's executive compensation program and recommends that stockholders vote in favor of the following resolution:

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

      ​

      Neenah, Inc. 2021 Proxy Statement | 45

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

      GRAPHIC

       

        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, 2016.2021. As a matter of good corporate practice, the Board has directed that such appointment be submitted to our stockholders for ratification at the 2021 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 2021 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.

      ​

      Neenah, Inc. 2021 Proxy Statement | 46

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      FAQ: ANNUAL MEETING AND VOTING


      When and where is the Annual Meeting?

      When:Thursday, May 20, 2021, at 3:00 p.m. EDT

      Where:

      www.virtualshareholdermeeting.com/NP2021

      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 26, 2021 (the "Record Date"), with each share entitling its owner to one vote on each matter submitted to the stockholders. On the record date, 16,840,520 shares of common stock were outstanding and eligible to be voted at the Annual Meeting. The Audit Committeepresence, 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 Board unanimously2021 Annual Meeting.

      How do I vote at the Annual Meeting?

      You may vote at the Annual Meeting or by proxy. We recommend you vote by proxy even if you plan to attend the 2021 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 2021 Annual Meeting in the manner you direct.

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

      GRAPHIC

      •

      Via the Internet: Go to
      http://www.proxyvote.com
      and follow the instructions.

      GRAPHIC

      •

      By Telephone: Call toll free
      1-800-690-6903 and follow
      the instructions.

      GRAPHIC

      •

      By Mail: Request a printed copy of the proxy materials disclosed in this Proxy Statement and complete, sign, date and return your proxy card in the envelope included with your printed proxy materials.

      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 stockholdersvoting instructions on the form you receive from your bank or brokerage firm. All properly executed proxies received by the Company in time to be voted at the 2021 Annual Meeting and not revoked will be voted at the 2021 Annual Meeting in accordance with the directions noted on the proxy card. If any other matters properly come before the 2021 Annual Meeting, the persons named as proxies will vote "FOR"upon such matters according to their judgment.

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

      Any stockholder of record delivering a proxy has the power to revoke it at any time before it is voted at the 2021 Annual Meeting: (i) by giving written notice to Noah S. Benz, Executive Vice President, General Counsel and Secretary at 3460 Preston Ridge Road, Suite 600, Alpharetta, Georgia 30005; (ii) by submitting a proxy card bearing a later date, including a proxy submitted via the Internet or by telephone; or (iii) by voting at the 2021 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) vote his or her shares at the 2021 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 2021 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 two nominees as Class II 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.
      ​

      Neenah, Inc. 2021 Proxy Statement | 47

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      ​

      ​

      ​

      In voting with regard to Proposal 1, you may vote in favor of each 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 ratifyProposals 2 and 3, you may vote in favor of each proposal, against each proposal, or may abstain from voting. The vote required to approve Proposals 2 and 3 is majority of the shares of common stock represented and entitled to vote, provided a quorum is present. Abstentions will be considered in determining the number of votes required to obtain the necessary majority vote for each proposal, and therefore will have the same legal effect as votes against such proposal.

      Neenah is not aware, as of the date hereof, of any matters to be voted upon at the 2021 Annual Meeting other than those stated in this Proxy Statement. If any other matters are properly brought before the 2021 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 at the 2021 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 will only be permitted to exercise discretionary authority to vote your shares 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 voted FOR the election of all Class II director nominees described herein, FOR the approval of the Company's executive compensation, and FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm.firm for the year ending December 31, 2021.

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

      We are choosing to follow the 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 re-questing these materials included in the Notice. We plan to mail the Notice to stockholders by April 9, 2021.

      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 $9,500, 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 website at www.neenah.com shortly after the 2021 Annual Meeting and on Form 8-K immediately following the meeting.

      ​

      Neenah, Inc. 2021 Proxy Statement | 48

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      BENEFICIAL OWNERSHIP


      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND SERVICES
      Directors and Executive Officers

      Audit Fees

              Aggregate fees for professional services rendered for us by Deloitte & Touche LLP,The following table sets forth information regarding the member firmsbeneficial ownership of Deloitte Touche and Tohmatsu and their respective affiliates ("Deloitte & Touche")our common stock as of or for the fiscal years ended December 31, 2015 and December 31, 2014 are set forth below. The aggregate fees included in the Audit category are fees billedfor the fiscal year for the integrated auditMarch 26, 2021 with respect to: (i) each of our annual financial statements and review of statutory and regulatory filings. The aggregate fees included indirectors; (ii) each of the other categories are fees billedNEOs 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 26, 2021, or may have within 60 days thereafter, the fiscal years.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.

       
      		 2014 2015 

      Audit Fees

      		 $1,711,455 $1,766,132 

      Audit-Related Fees

      		  0  0 

      Tax Fees

      		 $66,355 $56,100 

      All Other Fees

      		  0  0 
      ​​​ ​ ​​ ​ ​

      Total

      		 $1,777,810 $1,822,232 
      ​​​ ​ ​​ ​ ​
      ​​​​​​​​
      ​​​ ​ ​​ ​ ​

      Name

      		 ​
      		 Shares Beneficially Owned(1)
      		 Percent of Class (2)

      Noah S. Benz

      		  
      2,635
      (3)

      *

      William M. Cook

      		 
      ​
      8,781
      (4)

      *

      Donna M. Costello

      		  
      2,016
      (5)

      *

      Margaret S. Dano

      		 
      ​
      4,900
      (6)

      *

      Paul F. DeSantis

      		  
      10,890
      (7)

      *

      Timothy S. Lucas

      		 
      ​
      21,840
      (8)

      *

      Philip C. Moore

      		  
      16,084
      (9)

      *

      Byron J. Racki

      		 
      ​
      5,990
      (10)

      *

      Michael W. Rickheim

      		  
      757
      (11)

      *

      Julie A. Schertell

      		 
      ​
      9,447
      (12)

      *

      Tony R. Thene

      		  
      3,692
      (13)

      *

      Stephen M. Wood

      		 
      ​
      26,383
      (14)

      *

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

      		  
      134,531
      (15)

      *

              Audit Fees were for professional services rendered

      (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 for the auditbenefit 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 annual consolidated financial statements includingcommon stock.
      (3)
      Includes 2,016 shares of common stock issuable upon conversion of restricted stock units that are vested or will vest within 60 days of March 26, 2021.
      (4)
      Includes 2,016 shares of common stock issuable upon conversion of restricted stock units that are vested or will vest within 60 days of March 26, 2021.
      (5)
      Includes 2,016 shares of common stock issuable upon conversion of restricted stock units that are vested or will vest within 60 days of March 26, 2021.
      (6)
      Mr. DeSantis joined the auditCompany on May 13, 2020.
      (7)
      This total does not include 3,608 Stock Appreciation Rights.
      (8)
      Includes 2,016 shares of our internal control over financial reporting and reviewcommon stock issuable upon conversion of quarterly reports on Form 10-Q filed by us with the SEC.restricted stock units that are vested or will vest within 60 days of March 26, 2021. This total does not include 1,430 Stock Appreciation Rights.
      ​

              Tax FeesNeenah, Inc. were for professional services rendered to assist us with compliance with the revised Tangible Property Regulations of the Internal Revenue Service.2021 Proxy Statement | 49


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      ​

      ​

      ​


      (9)
      Includes 2,016 shares of common stock issuable upon conversion of restricted stock units that are vested or will vest within 60 days of March 26, 2021.
      (10)
      This total does not include 11,433 Stock Appreciation Rights.
      (11)
      This total does not include 36,917 Stock Appreciation Rights.
      (12)
      Includes 2,016 shares of common stock issuable upon conversion of restricted stock units that are vested or will vest within 60 days of March 26, 2021.
      (13)
      Includes 2,016 shares of common stock issuable upon conversion of restricted stock units that are vested or will vest within 60 days of March 26, 2021.
      (14)
      Mr. Rickheim joined the Company on April 6, 2020.
      (15)
      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 the "Outstanding Equity Awards at 2020 Fiscal Year-End" section of this Proxy Statement.

      Policy on Audit Committee Pre-ApprovalThird Parties

              To avoid potential conflictsThe following table sets forth information regarding the beneficial ownership of interest in maintaining auditor independence,our common stock as of December 31, 2020 for each person known to us to be the law prohibits a publicly-traded companybeneficial owner of more than 5% of our outstanding common stock.

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

      Blackrock, Inc.
      55 East 52nd Street
      New York, NY 10055


       
      2,640,988(1)
       
      15.7%

      Wells Fargo & Company
      420 Montgomery St.
      San Francisco, CA 94163
       
      1,896,136(2)
       
      11.29%

      Macquarie Investment Management Holdings, Inc
      2005 Market Street
      Philadelphia, PA 19103(4)


       
      1,297,052(3)
       
      7.72%

      The Vanguard Group
      100 Vanguard Blvd.
      Malverne, PA 19355
       
      1,032,375(5)
       
      6.14%

      Wellington Management Group LLP
      280 Congress Street
      Boston, MA 02210


       
      1,341,015(6)
       
      7.98%


      (1)
      The amount shown and the following information is derived from obtainingthe Schedule 13G filed by Blackrock, Inc. on January 25, 2021, reporting beneficial ownership as of December 31, 2020. Of the 2,640,988 shares reported, Blackrock, Inc. reported sole dispositive power over all 2,640,988 shares and sole voting power over 2,603,285 shares.
      (2)
      The amount shown and the following information is derived from the Schedule 13G filed by Wells Fargo & Company, on behalf of itself and certain non-audit services from its independent registered public accounting firm. The law also requiressubsidiaries named therein, on February 12, 2021, reporting beneficial ownership as of December 31, 2020. Of the audit committee of a publicly traded company to pre-approve other services provided

      1,896,136 shares reported by Wells Fargo & Company, the independent registered public accounting firm. Pursuant to its charter, the Audit Committee's policy is to pre-approve all auditfiling reported Wells Fargo & Company has sole dispositive and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. In its pre-approval of non-audit services, the Audit Committee considers, among other factors, the possible effectvoting power over 36,054 of the performanceshares, shared voting power with respect to 338,828 shares, and shared dispositive power with respect to 1,860,082 of such servicesthe shares. Of the 1,835,270 shares reported by Wells Capital Management Incorporated, the filing reported Wells Capital Management Incorporated has shared voting power with respect to 1,759,662 of the shares and has shared dispositive power with respect to all 1,835,270 shares. Of the 1,404,756 shares reported by Wells Fargo Funds Management, LLC, the filing reported Wells Fargo Funds Management, LLC has

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        shared voting power with respect to 1,404,661 of the shares and has shared dispositive power with respect to all 1,404,756 shares.

      (3)
      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 12, 2021, reporting beneficial ownership as of December 31, 2020. The filing reported 1,297,052 shares are deemed beneficially owned by Macquarie Group Limited due to reporting person's ownership of Macquarie Bank Limited, Macquarie Investment Management Holdings, Inc., Macquarie Investment Management Business Trust, and Macquarie Investment Management Global Limited, as further detailed on the auditor's independence. Schedule 13G filed by Macquarie Group Limited.
      (5)
      The Audit Committee may delegate pre-approval authority to a memberamount shown and the following information is derived from the Schedule 13G filed by The Vanguard Group on February 10, 2021, reporting beneficial ownership as of December 31, 2020. Of the 1,032,375 shares reported, The Vanguard Group reported sole dispositive power over 1,002,448 of the Audit Committee. shares, shared voting power with respect to 17,489 shares, shared dispositive power with respect to 29,927 shares, and no sole voting power over any of the shares.
      (6)
      The decisionsamount shown and the following information is derived from the Schedule 13G filed by Wellington Management Group LLP, on behalf of any Audit Committee memberitself and certain subsidiaries named therein, on February 4, 2021, reporting beneficial ownership as of December 31, 2020. Of the 1,341,015 shares reported by Wellington Management Group LLP, the filing reported Wellington Management Group LLP has shared voting power with respect to whom pre-approval authority is delegated shall be presented1,196,317 shares and shared dispositive power with respect to all 1,341,015 shares. Of the full Audit Committee at its next scheduled meeting. The Audit Committee pre- approved1,341,015 shares shown reported by Wellington Group Holdings LLP, the filing reported Wellington Group Holdings LLP has shared voting power with respect to 1,196,317 shares and shared dispositive power with respect to all services performed1,341,015 shares. Of the 1,341,015 shares shown reported by Wellington Investment Advisors Holdings LLP, the independent registered public accounting firm in fiscal 2015filing reported Wellington Investment Advisors Holdings LLP has shared voting power with respect to 1,196,317 shares and fiscal 2014, including those services described inshared dispositive power with respect to all 1,341,015 shares. Of the table above under1,331,531 shares reported by Wellington Management Company LLP, the captions "Audit Fees".filing reported Wellington Management Company LLP has shared voting power with respect to 1,186,833 shares and shared dispositive power with respect to all 1,331,531 shares.
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      STOCKHOLDERS' PROPOSALS FOR 20172022 ANNUAL MEETING

      Proposals of stockholders, excluding nominations for the Board, intended to be presented at the 20172022 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 9, 2021, 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 20172022 Annual Meeting. In the event that the date of the 20172022 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 150th150th calendar day prior to the 2017 meeting2022 Annual Meeting, or (ii) the 10th10th 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-814a 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 20172022 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 20172022 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.

      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 stockholders of record in connection with its 2021 Annual Meeting. This means that:

      •
      Only one Notice, if applicable, Proxy Statement and Annual Report on Form 10-K for the 2021 Annual Meeting, 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, Inc., at 3460 Preston Ridge Road, Suite 600, Alpharetta, Georgia 30005 to request a separate copy of the Notice, and if applicable, Proxy Statement and Annual Report on Form 10-K for the 2021 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 on Form 10-K for the 2021 Annual Meeting, from your bank or broker if you share the same address as another Neenah stockholder and your bank or broker has determined to household proxy materials.
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      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 2020, our directors, officers, and owners of more than 10% of our common stock complied with all applicable filing requirements.

      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.

      ​


      Neenah, Inc.      HOUSEHOLDING OF NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS
       2021 Proxy Statement       | 53

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              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 shareholders of record in connection with its 2016 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 2016 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 shareholder and your bank or broker has determined to household proxy materials.

         

        VOTE BY INTERNET Before The Meeting - Go to 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., SUITE 600 ALPHARETTA, GA 30005During The Meeting - Go to www.virtualshareholdermeeting.com/NP2021 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. 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. NEENAH, INC. PRESTON RIDGE III 3460 PRESTON RIDGE ROAD, SUITE 600 ALPHARETTA, GA 30005 TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E04345-P74643D38932-P52336 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 IIIII Directors: Nominees: For Against Abstain ! ! ! ! ! ! ! ! ! 1a. Sean T. ErwinMargaret S. Dano 1b. Timothy S. Lucas 1c. John F. McGovernDonna M. Costello For Against Abstain The Board of Directors recommends you vote FOR the following proposals: For Against Abstain ! ! !proposal: ! ! ! 2. Proposal to approve an advisory vote on the Company's executive compensation; andThe 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, Paper, Inc. for the fiscal year ending 2016.December 31, 2021. 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. Receipt is acknowledged of the Notice of Annual Meeting of Stockholders and the Proxy Card accompanying said Notice. 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, May 26, 2016 10:20, 2021 3:00 A.M. 3460 Preston Ridge Road Suite 600 Alpharetta, Georgia 30005p.m. Eastern Daylight Time www.virtualshareholdermeeting.com/NP2021 AGENDA: • • • Proposal for election of Class IIIII 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, 2021; 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 20152020 Annual Report to Stockholders are available at www.proxyvote.com. FOLD AND DETACH HERE E04346-P74643D38933-P52336 NEENAH, PAPER, INC. Proxy – Annual Meeting of Stockholders – May 26, 201620, 2021 (Solicited on Behalf of the Board of Directors) The undersigned stockholder of Neenah, Paper, Inc. hereby constitutes and appoints Bonnie C. Lind, SeniorPaul F. DeSantis, Executive Vice President, Chief Financial Officer and Treasurer, and StevenNoah S. Heinrichs, SeniorBenz, Executive 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 via live webcast at 3460 Preston Ridge Road, Suite 600, Alpharetta, Georgia 30005,www.virtualshareholdermeeting.com/NP2021, on Thursday, May 26, 201620, 2021 at 10:3:00 a.m.p.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, 2016,18, 2021, 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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