Use these links to rapidly review the document
Table of Contents

Table of Contents

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

SCHEDULE 14A

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

Neenah Paper, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
ý		No fee required.
o		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
		(1)		Title of each class of securities to which transaction applies:
		(2)		Aggregate number of securities to which transaction applies:
		(3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
		(4)		Proposed maximum aggregate value of transaction:
		(5)		Total fee paid:
o		Fee paid previously with preliminary materials.
o		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
		(1)		Amount Previously Paid:
		(2)		Form, Schedule or Registration Statement No.:
		(3)		Filing Party:
		(4)		Date Filed:

NOTICE OF 2016 2022 
ANNUAL MEETING
OF STOCKHOLDERS
AND
PROXY STATEMENT

April 11, 2016

Dear Stockholder:TO OUR STOCKHOLDERS

On behalf of the Board of Directors, it is my pleasure to invite you to attend the 20162022 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, 201619, 2022 at 10:3:00 a.m., Eastern Time.p.m. ET. To help improve accessibility, we will continue to hold the 2022 Annual Meeting virtually via live webcast. Additional information regarding the 2022 Annual Meeting may be found in the attached Proxy Statement.

        In 2015, we continued

Looking back on 2021, I am proud of the decisive actions of our trend of consistently improving results for Neenahteam to drive top and for our stockholders. In addition to delivering double digit bottom line growth, in each of our businesses, we undertook a number of important strategic initiatives that are helping to shape Neenah's growth trajectory in targeted specialty material niche markets. This included an organic investment currently underway inaddress the US to add filtration capacity, the acquisition of FiberMark, a company that overlapped many of our markets and provided enhanced capabilities to grow our premium packaging business, and the divestiturenear-term headwinds of a non-core wall covering millvolatile and unpredictable manufacturing environment, and advance our strategic agenda in Germany.alignment with our long-term goals. We saw both businesses recover from the impacts of the COVID-19 global pandemic. Our team met the challenges of input cost and availability pressures, supply chain disruption, and labor shortages head-on with announced pricing and cost containment actions, the benefits of which will continue into 2022. Perhaps most significantly, against this dynamic backdrop, we made meaningful advancements in our safety performance. This is a credit to our employees, whose health and well-being are deployingalways our strong cash flows towards opportunities that generate the best returns while remainingtop priority.

We continued to activate our strategy for long-term shareholder value creation. We have a clear strategic framework focused on our four key Growth Platforms: Filtration, Specialty Coatings, Engineered Materials, and disciplined on asset management, maintaining our attractive Return on Invested Capital and strong balance sheet. Finally, weImage & Packaging. Our teams continue to prioritize a portioninvestments and resources to support this growth agenda, and we made significant advancements in 2021, including:

Our growth prospects and potential for value creation are enhanced further by the recent announcement of our cash flows directly to shareholders, returning over $25 million through dividendsmerger agreement with Schweitzer-Mauduit International, Inc. (“SWM”), forming a global leader in specialty materials with approximately $3 billion in pro forma combined 2022 revenue, attractive margins and share buybacks in 2015,robust growth prospects. Further, this combination is a meaningful acceleration of our strategy, with numerous commercial and announcing a 6^th consecutive year of double-digit increasesfinancial benefits outlined in our dividends.recent investor presentation, including at least $65 million of projected cost synergies within 24-26 months of closing. 

We are proud of our resultsbelieve that this transformational merger builds on an already promising future, and I could not be more excited about the promise of the contributionsnew company. With our combined workforce of Neenah's dedicatedtalented and passionate employees, around the world that helpedstrong financial position, track record of execution, strategic focus, and key catalysts in place, we believe we have a clear roadmap to create thislong-term value for our customers, suppliers, employees, and appreciateshareholders. We will ask you at another time to vote at a special meeting to approve the confidence and ongoing support oftransaction, but I look forward to updating you on our stockholders.progress.

The formal business to be transacted at the 20162022 Annual Meeting includes:

•

The election of the three nominees detailed in this Proxy Statement as Class III directors for a three-year term;



•

Approval of an advisory vote on the Company's executive compensation; and



•

The ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2016.

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 2022 Annual Meeting.

As I conclude, I would like to extend my gratitude to the key stakeholders who enable Neenah’s success. The last two years have clearly shown the value of an agile and dedicated workforce, the deep and strong relationships we have with both our customers and suppliers, and the support we have from our shareholders. I’d also like to thank our Board of Directors for their continued direction and support with special gratitude extended to Tim Lucas, who will be stepping down this year after more than 15 years of outstanding service on our Board of Directors, and as Chair of our Audit Committee.

On behalf of our Board of Directors, thank you for your support and trust.

Sincerely,

Julie A. Schertell

President and Chief Executive Officer

---

Table of Contents

NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS

		Meeting Date: May 19, 2022				Meeting Time: 3:00 pm. ET
		Sincerely,
Meeting Place: www.virtualshareholdermeeting.com/NP2022		JOHN P. O'DONNELL President and Chief Executive Officer		Record Date: March 25, 2022

Table of Contents

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 GIVEN that the 20162022 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 30005virtually via live webcast on Thursday, May 26, 201619, 2022 at 10:3:00 a.m., Eastern time, for the purpose of considering and voting upon:

1.

A proposal to elect the three nominees named as Class III directors in thep.m. ET. The attached Proxy Statement to serve until the 2019 Annual Meeting of Stockholders;



2.

A proposal to approve, on an advisory basis, the Company's executive compensation;



3.

A proposal to ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of Neenah Paper, Inc. for the fiscal year ending December 31, 2016; and



4.

Such other business as properly may come before the Annual Meeting or any adjournments thereof. The Board of Directors is not aware of any other business to be presented to a vote of the stockholders at the Annual Meeting.

        Informationsets out information relating to the above matters is set forth in the attached Proxy Statement.matters. Stockholders of record at the close of business on March 31, 201625, 2022 are entitled to receive notice of and to vote atduring the live webcast and any adjournments thereof. Stockholders can attend the virtual meeting by visiting www.virtualshareholdermeeting.com/NP2022 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.

At the Annual Meeting, shareholders will not be voting on the recently-announced merger agreement with Schweitzer-Mauduit International, Inc. Shareholders will receive a separate proxy statement and any adjournments thereof.related materials before the special meeting we intend to hold to seek shareholder approval for the merger.

 The

This Proxy Statement and the 20152021 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.
		STEVEN S. HEINRICHS Senior Vice President, General Counsel and Secretary

Noah S. Benz

Executive Vice President, General Counsel and Secretary

Alpharetta, Georgia

April 11, 20168, 2022

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.

Neenah, Inc. 2022 Proxy Statement | 3

TABLE OF CONTENTS

Table of Contents

Neenah, Inc. 2022 Proxy Statement | 4

PROXY STATEMENT

General Information
SUMMARY

Our Board of Directors is soliciting proxies from our stockholders in connection with Neenah'sNeenah’s Annual Meeting of Stockholders. When used in this Proxy Statement, the terms "we," "us," "our," "the Company"“we,” “us,” “our,” “the Company,” and "Neenah"“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?

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:

•

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



•

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

Table of Contents

•

By Mail:  Request a printed copy of the proxy materials disclosed inwhich this Proxy Statement is being filed 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 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?is April 8, 2022.

 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.

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.

Table of Contents

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, 2021.

 We will bear the cost of preparing, printing and filing the

STOCKHOLDERS ARE BEING ASKED TO VOTE ON THE FOLLOWING MATTERS AT THE 2022 ANNUAL MEETING:

		Description		Item		Board Recommendation		Page
		Election of Directors  The Board and the Nominating and Corporate Governance Committee believe that the two Class III director nominees possess the necessary qualifications, attributes, skills and experiences to provide quality advice and counsel to the Company’s management and effectively oversee the business and the long-term interests of stockholders.		1		FOR Each Director Nominee		44
		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 19 and the Executive Compensation Tables section beginning on page 35. 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
		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 year ending December 31, 2022 is in the best interest of the Company and its stockholders. As a matter of good corporate governance, stockholders are asked to ratify the Audit Committee’s selection of the Independent Auditors.		3		FOR		46

Neenah, Inc. 2022 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.| 5

BOARD OF DIRECTORS

CLASS III DIRECTORS – NOMINATED FOR RE-ELECTION:

		Shruti Singhal Shruti Singhal is the Chief Executive Officer of Chroma Color Corporation, a leading formulator, and specialty color and additive concentrates supplier. Mr. Singhal has worked in North America and Europe with companies like Henkel, Cognis (now BASF), Rohm & Haas, The Dow Chemical Company, Ashland, Solenis and others throughout his career. Before joining Chroma Color, he served as President of DSM’s Engineering Materials Business. He received a bachelor’s degree in chemical engineering and a master’s degree in chemical engineering from Drexel University. He also completed the Global Marketing Management Program at The Wharton School at the University of Pennsylvania. Mr. Singhal was appointed to Neenah’s Board in July 2021. Mr. Singhal’s educational background and extensive experience in the specialty materials industry make him an effective member of Neenah’s Board.		Age  53 Race/Ethnicity Asian/Non-Hispanic Director Since 2021 Committees Audit Committee Public Directorship Experience N/A Independent Yes
		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 director and Chief Executive Officer 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 61 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.BENEFICIAL OWNERSHIP

DIRECTORS AND EXECUTIVE OFFICERS

        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 2022 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.| 6

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

		William M. Cook William M. Cook serves as our Non-Executive Chair of the Board. Mr. Cook is the retired Executive Chair (2015 -2016) of Donaldson Company, Inc., a technology driven global company that designs and manufactures filtration systems and their replacement parts. Mr. Cook was also the Chair (2005 - 2015), President and Chief Executive Officer (2004 - 2015) of Donaldson. Prior to that, Mr. Cook held various roles at Donaldson of increasing responsibility in both the U.S. and Europe, including service as Chief Financial Officer (2001 - 2004); Senior Vice President, International (2000 - 2004); and Senior Vice President, Commercial and Industrial (1994 - 2000). Mr. Cook is also currently a Director of IDEX Corporation (where he serves as the Non-Executive Chair of the Board and on the Audit Committee). He is also currently a Director of AXALTA Coating Systems, Ltd. (where he serves as the Non-Executive Chair of the Board and on the Audit Committee. Mr. Cook 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 35 years of filtration industry and operations experience and financial expertise 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, Neenah, AXALTA, 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 Polytechnic Institute and State University (Virginia Tech). Mr. Cook’s educational background, financial expertise, and extensive global experience in leading technology industries makes him an effective member of Neenah’s Board.		Age  68 Race/Ethnicity  White/Non-Hispanic Director Since  2016 Committees  Audit Committee Public Directorship Experience  AXALTA Coating Systems, Ltd. Donaldson Company Inc. IDEX Corporation Valspar Corporation Independent  Yes
		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, before 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 “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 and executive compensation governance matters. From 1994 until 2000, he was a director of Imax Corporation and is currently a director of several 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  68 Race/Ethnicity  White/Non-Hispanic Director Since  2004 Committees  Audit Committee  Nominating and Corporate  Governance Committee Public Directorship Experience   Imax Corporation Independent  Yes

Neenah, Inc. 2022 Proxy Statement | 7

 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.

		Julie A. Schertell Julie A. Schertell is the President & Chief Executive Officer of the Company. Ms. Schertell has been in this role since May 2020. Before this role, Ms. Schertell served as 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 previously employed by Georgia-Pacific Corporation in the Consumer Products 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 2020. Ms. Schertell’s extensive experience in the industrials and consumer products industries, and leadership positions in the Company make her an effective member of Neenah’s Board.		Age  53 Race/Ethnicity  White/Non-Hispanic Director Since  2020 Committees N/A Public Directorship Experience N/A Independent No

		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

CLASS II DIRECTORS – TERM EXPIRING AT THE 2024 ANNUAL MEETING:

		Margaret S. Dano Margaret S. Dano is the former Chair of the Board for Superior Industries International, Inc., a leading manufacturer of aluminum road wheels in the automobile and light truck industry. Ms. Dano was appointed as Chair 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 snow and ice control equipment manufacturer for the global light truck market, a position she has held since 2012, where she chairs the Governance Committee and serves on the Compensation and Audit Committees. From 2002 to 2005, Ms. Dano served as Vice President, Worldwide Integrated Supply Chain and Operations for Honeywell Corporation. Before 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  62 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

Neenah, Inc. 2022 Proxy Statement | 8

---

(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.

Table of Contents

		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. Before 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 serves as a director of Horizon Global, a designer, manufacturer, and distributor of custom-engineered towing, trailering, cargo management, and other related accessory products in North America and Europe. She has held this position since 2021, where she serves on the Audit Committee. Ms. Costello received her BBA and MBA from Iona College. Ms. Costello is a certified public accountant and a member of 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. Ms. Costello’s financial expertise and public board experience and leadership with manufacturing companies make her an effective member of Neenah’s Board.		Age 49 Race/Ethnicity White/Non-Hispanic Director Since 2019 Committees Audit Committee Compensation Committee Public Directorship Experience CTS Corporation Horizon Global Corporation Independent Yes

DIRECTORS RETIRING EFFECTIVE AS OF THE 2022 ANNUAL MEETING:

		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 Chair 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.		Age  75 Race/Ethnicity White/Non-Hispanic Director Since 2004 Committees Audit Committee  Compensation Committee Public Directorship Experience N/A Independent Yes

ELECTION OF DIRECTORS (ITEM 1)

        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 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 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.Inc.

        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 2022 Proxy Statement | 9

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.DIRECTOR SKILLS SUMMARY

 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.

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

Shruti Singhal

Philip C. Moore

Julie A. Schertell

Tony R. Thene

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

●

●

●

●

●

●

●

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

●

●

●

●

●

International: Experience in international business management or transactions.

●

●

●

●

●

●

●

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

●

●

●

●

●

●

●

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

●

●

●

●

●

●

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

●

●

●

●

●

●

●

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

●

●

●

●

●

●

●

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

●

●

●

●

●

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

●

●

●

●

●

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.Inc.

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'Donnell2022 Proxy Statement | 10

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

Neenah, Inc.2022 Proxy Statement | 18

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis DISCUSSION AND ANALYSIS

INCLUDED			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 and enhancement of stockholder value, including the introduction of ESG-related performance metrics in 2022 ●    Broad clawback policy ●    Policies validated through an independent consultant reporting to the Compensation Committee, comparison to independent peer companies and 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 ●    Executive employment contracts

2021 Key Strategic and Financial Achievements

We delivered robust top and bottom line growth.

Consolidated		Adjusted		Adjusted		Adjusted		Year-end
net sales of:		consolidated		EBITDA of:		earnings of:		available
		operating income of:						liquidity of:
$1.0		$72.0		$116.8		$2.53		$170
billion		million		million		per share		million

Neenah, Inc.2022 Proxy Statement | 19

---

Table of Contents

We continued to make important progress on strategic initiatives to drive long-term value creation

●	Achieved 30% improvement in our safety recordable incident rate.

●	Grew revenue by 30% to over $1 billion, led by organic volume growth, pricing actions, and a strategic acquisition.

●

Clearly articulated long-range growth goals of 5% topline and 10% bottom-line, with EBITDA margins of 15% or greater. These goals, combined with our four growth platforms of Filtration, Specialty Coatings, Engineered Materials, and Imaging & Packaging, provide a clear strategic framework for direction and focus.

●	Completed the strategic acquisition of ITASA, a leading specialty coating company with a global presence in the release liner market. With revenues of approximately $140 million, ITASA has a historical track record of 8% growth and attractive, mid-teen EBITDA margins.

●	Began execution on two strategic capacity expansion investments supporting some of our highest growth and highest margin products within Filtration and Specialty Coatings platforms. These expansions will start up in 2023 and 2024, supporting our long-term growth goals.

●	Executed several key operational initiatives, including the closure of our Appleton, Wisconsin facility to save $7-8 million annually and the restart of an idled asset to support growth in premium packaging.

●	Rolled out the Neenah Operating System, or NOS, at our two largest facilities. With a long-range goal of $20 million, NOS leverages LEAN-based principles to improve safety, quality, service, and cost, while also driving value through improved productivity and capacity.

●	Refinanced our debt, providing us with a more flexible capital structure and with lower interest expense.

●	Continued to drive innovation and launched a number of new products that will generate incremental revenue and margin.

●

Progressed on key ESG initiatives, including actions designed to reduce energy usage, water consumption, and greenhouse gases, advancements in the diversity of our Board of Directors (with half identifying as female or underrepresented minorities), and receiving recognition from leading sustainability rating agencies (including the EcoVadis Gold Medal in Spain and Silver Medal in all other locations).

●	Increased our dividend for the 11th consecutive year.

Following this section under the heading “Additional Executive Compensation Information” we have included certain tables where you will find detailed compensation information for each of our NEOs. This section is intended to provide additional details regarding Neenah’s compensation practices, as well as the information and process used to create and implement our compensation program for our NEOs and other executive officers.

Named Executive Officers

Julie A. Schertell

President and Chief Executive Officer

Paul F. DeSantis

Executive Vice President, Chief Financial Officer and Treasurer

Kingsley E. Shannon

Executive Vice President, Segment President, Fine Paper & Packaging

Michael W. Rickheim 

Executive Vice President, Chief Human Resources Officer and Chief Administrative Officer

Noah S. Benz

Executive Vice President, General Counsel and Secretary

Byron J. Racki

Former Executive Vice President, Segment President, Technical Products

Neenah, Inc.2022 Proxy Statement | 20

---

Table of Contents

Our Compensation-Setting ProcessProcess:

Role of Compensation Committee

The Compensation Committee is responsible for carrying out the Board'sBoard’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

Table of Contents

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'sCompany’s annual meeting of shareholdersstockholders held on May 21, 2015,20, 2021, greater than 98%99% 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'sCompany’s approach to executive compensation. The Compensation Committee will continue to consider the outcome of the Company'sCompany’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 20152021 the Compensation Committee again engaged Hugessen Consulting, Inc. ("Hugessen"(“Hugessen”) to provide itthe Committee with independent advice and assistance in its deliberations regarding compensation matters. At the Committee'sCommittee’s request, Hugessen originated certain analyses, reviewed the information provided by management, and assisted the Compensation Committee in assessing 20152021 compensation for Neenah's named executive officers.Neenah’s NEOs. In addition, Hugessen provided input to assist the Compensation Committee in establishing the 20152021 targeted compensation levels and performance criteria under

the Company'sCompany’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'sHugessen’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 2015,2021, 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 2021 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 and 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.

Neenah, Inc.2022 Proxy Statement | 21

---

Table of Contents

Peer Comparison

To assist in evaluating and determining levels of compensation in 20152021 for each element of pay, the Compensation Committee reviewed various sources of data prepared by management including:

•

Proxy data was collected and analyzed from a peer group of companies in the specialty paper packaging, and base materialsforest products, industrial machinery, and specialty chemical industries and similar in size to Neenah (the "Peer Group"“Peer Group”). In 2015For 2021, 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:

●	Compass Minerals International, Inc.

●	Ferro Corporation

●	H.B. Fuller Company

—

AEP

●	GCP Applied Technologies, Inc.

●	P.H. Glatfelter Company

●	Ingevity Corporation

●	Innospec, Inc.

●	Kraton Corporation

●	Lydall, Inc.

●	Minerals Technologies, Inc.

●	Myers Industries, Inc.

●	Quaker Houghton

●	— 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. ●

Rogers Corporation

●	— Schweitzer-Mauduit International, Inc.

— Myers Industries Inc. ●		— Tredegar Corporation
— P.H. Glatfelter Company

•

Data was collected from Equilar'sAon’s database using a broad industry cut of manufacturing companies with approximate revenues between $500 million and $2.0$2.5 billion.

 

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

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 and pay practices at companies in the Peer Group, and the relative compensation among Neenah's senior executive officers. The Compensation Committee also considersemployee retention, industry conditions, corporate performance versus peer companies, and the overall effectiveness of Neenah'sNeenah’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'sCompany’s achievement of performance goals and whosegoals. The value of the LTIP award largely depends upon achievement of financial targets and long-term appreciation in the Company’s stock price.

Neenah, Inc.2022 Proxy Statement | 22

---

Table of Contents

 Neenah's

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 performance-

based compensation for named executive officers. Ourour NEOs. In 2021, our Chief Executive Officer'sOfficer’s compensation in 2015 was approximately 70% performance based76% performance-based at target levels and our other NEOs compensation was approximately 58% performance-based at target levels.

CEO @ Target		Other NEOs @ Target

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;

●	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 plan and supports Neenah’s compensation philosophy





•

How Neenah determines the amount of the various base components;



•

How each component fits into Neenah's overall compensation scheme 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'sCompany’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'sexecutive’s overall compensation is performance based, thus aligning the executive's and stockholders' interests.performance-based.

2015 and 2016Neenah, Inc.2022 Proxy Statement | 23

---

Table of Contents

2021 Base Salary Decisions

        AfterIn February 2021, after discussing the individual performance, experience, scope of responsibilities, Peer Group market data, 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 comparison relative to the Peer Group, 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:

Name	2020 Base Salary	2021 Base Salary	% Increase
Julie A. Schertell	$800,000	$800,000	0%
Paul F. DeSantis	$500,000	$500,000	0%
Michael W. Rickheim	$350,000	$385,000	10%
Kingsley E. Shannon	$300,000	$330,000	10%
Noah S. Benz	$361,000	$361,000	0%
Byron J. Racki(1)	$400,000	$400,000	0%

(1)	Mr. Racki served as executive officer of the Company until June 28, 2021.

		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	%

Table of Contents

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%100% 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'sNeenah’s year-end results, (asand may be adjusted by the Compensation Committee for non-recurring items (with year-end results measured byagainst the objective and subjective criteria set forth in the MIP planSTIP 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'sNeenah’s short-term and long- termlong-term strategic objectives.

 

Annual performance bonuses support our compensation philosophy in that they: (i) reward Neenah'sNeenah’s executives for meeting and exceeding goals that contribute to Neenah'sNeenah’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.

2015Neenah, Inc.2022 Proxy Statement | 24

---

Table of Contents

2021 Annual Performance Bonus Awards

For 2015,2021, 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	%

100%. The performance goals for the 2015 MIP2021 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")“Corporate EBIT”, which is calculated as adjusted net income (excluding impacts from the ITASA acquisition), plus interest and income tax expenses, plus depreciation expense and amortization expense for intangibles, plus amortization expense for stock options and restricted stock units adjusted for any one time events outside of the ordinary course of business and (ii) business unit earnings before interest and taxes

Table of Contents“Free Cash Flow Delivery”, which is calculated as cash flow from operations, less capital expenditures.

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

		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. On a stand-alone basis, MIP EBITDA could have yielded a payout from 0% at threshold, 100% at target and 200% 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 strategic plan objective was paid out at 200% of target reflecting performance in achieving a set of strategic objectives considered critical for long-term growth. The results included organic growth of strategic categories, the successful acquisition and integration of FiberMark business in August of 2015, progress on a large capital project for our filtration business, the divestiture of a non-strategic wallcovering mill in Lahnstein, Germany, and other strategic corporate initiatives.

Name	2021 Target STIP  (% of Base Salary)
Julie A. Schertell	100%
Paul F. DeSantis	65%
Noah S. Benz	60%
Michael W. Rickheim	60%
Kingsley E. Shannon	50%
Byron J. Racki	60%

The performance goals and results for each of the financial metrics in 2015under the 2021 STIP were as follows:

Metric ($MM)	Threshold (25%)	Target (100%)	Outstanding (200%)	Weighting
Corporate EBIT	$64.4	$76.0	$95.0	75%
Metric ($MM)	Threshold (0%)	Target (100%)	Outstanding (200%)	Weighting
Free Cash Flow Delivery	$40	$50	$60	25%

2021 Short-Term Performance Incentive Modification

The residual impacts of the COVID-19 pandemic significantly impacted the Company’s operations and 2021 financial performance, adversely impacting the global supply chain and constraining labor markets. Based on the Company’s financial results for 2021, both Corporate EBIT and Free Cash Flow Delivery performance metrics failed to reach threshold levels established by the Compensation Committee under the 2021 STIP.

The Compensation Committee had to balance the challenges of these unprecedented impacts on the Company’s financial performance against the need to provide reasonable incentives designed to recognize the Company’s achievement of stated objectives for 2021 and provide compensation to encourage the retention of high-caliber executive talent necessary to develop and execute the Company’s long-term strategy.

In accordance with our compensation philosophy and to better position the Company for long-term growth, the Compensation Committee reviewed several factors which materially impacted the Company’s financial results for 2021 and which were beyond the reasonable control of leadership. Upon review, the Compensation Committee determined that modifying Corporate EBIT to exclude a percentage of these special items was appropriate under the circumstances and in the best interests of the Company and its shareholders. As a result, the Compensation Committee exercised its discretion and approved a modification to the Corporate EBIT calculation under the 2021 STIP to exclude $3.1 million of increased labor and other manufacturing-related operating expenses, representing approximately one-half of such COVID-19-related expenses incurred by the Company in 2021.

The performance goals and results relative to the NEOs for each of the financial metrics in 2021 were as follows (in millions): (1)     Reflects the Compensation Committee’s $3.1M modification to Corporate EBIT, as described above.

Neenah, Inc.2022 Proxy Statement | 25

---

Table of Contents

Metric ($MM)		Threshold			Target			Outstanding			Maximum			2015 Results			Payout %
MIP EBITDA			111			136			146			N/A			143			160	%
Fine Paper & Packaging EBIT			51			64			69			72			71			275	%

 

Based on the process described above MIPand the relative weighting for the applicable performance criteria, 2021 STIP payments were awarded as follows:

Name(1)	2021 STIP at Target	2021 STIP at Actual	% of Target Earned
Julie A. Schertell	$800,000	$200,000	25%
Paul F. DeSantis	$325,000	$81,250	25%
Michael W. Rickheim	$231,000	$57,750	25%
Noah S. Benz	$216,600	$54,150	25%
Kingsley E. Shannon	$165,000	$104,775	64%(2)

(1)	Mr. Racki did not qualify for payment under the 2021 STIP.

		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	%

(2)

As President of the Company’s Fine Paper & Packaging business segment and consistent with other business unit leaders, Ms. Shannon participated in a 2021 STIP designed to closely align pay-for-performance. In lieu of a Free Cash Flow Delivery component, performance criteria under the STIP included a Fine Paper & Packaging EBIT performance metric. Based on the Company’s performance in 2021, Ms. Shannon earned 77% of the target award for the Fine Paper & Packaging EBIT component, resulting in a payment equal to 64% of the target 2021 STIP award.

Long-Term Equity Compensation

Long-term equity incentives under the LTCP2021 LTIP consist of performance share units stock options(“PSUs”) and stock appreciation rightsRSUs granted on an annual basis, with stock option awards and/or stock appreciation rightsRSUs representing approximately 30% of the total value of the equity incentive awards and performance sharesPSUs representing approximately 70% of the total value of the equity award granted to an executive officer for that year.2021. This reflects the Company'sCompany’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 2021 LTIP grants ranging from 65% to 225% of the executive'sexecutive’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. Company’s performance during the applicable performance period.

The range of possible awards is set by the Compensation

Table of Contents

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'sNeenah’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 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.

Neenah, Inc.2022 Proxy Statement | 26

---

Table of Contents

2021 LTIP Awards

For 2021, 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%225% of base salary paysalary.

The process described above resulted in grants of RSUs and PSUs in 2021 as follows:

Name	2021 LTIP (% of Base Salary)	2021 RSUs	2021 PSUs
Julie A. Schertell	225	10,189	23,774
Paul F. DeSantis	100	2,830	6,604
Michael W. Rickheim	75	1,634	3,814
Noah S. Benz	85	1,737	4,053
Kingsley E. Shannon	65	1,214	2,833
Byron J. Racki(1)	85	1,925	4,491

(1)
		2015 LTCP (% of base Salary)
O'Donnell			150	%
Lind			75	%
Heinrichs			65	%
Schertell			70	%
Piedmonte			55	%Mr. Racki forfeited his grant under the 2021 LTIP.

 

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% of the value in performance share unitsPSUs and 30% 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'sNeenah’s performance.

 

The number of SARsRSUs to be awarded to each named executive officerNEO in 20152021 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 20152021 vests in increments of 33.34%, 33.33% and 33.33% over a three yearthree-year period, with vesting occurring on eachthe first, second and third anniversary of the applicable grantdate of grant.

The PSU portion of the LTIP 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 20152021 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'sCompany’s achievement of performance goals relative to the following equally weighted criteria: year over year growth in net sales (constant currency)(“Corporate Revenue Growth”), year over year growth in return on invested capital (“Return on Capital”), free cash flow reflected as a percentage of net sales (“Free Cash Flow as Percentage of Net SalesSales”), and

Table of Contents

relative total shareholder return ("(compared against the Russell 2000 Value Index) (“Relative TSR"TSR”). 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 established in 2021 to reflect the Company’s continued plans for growth through strategic acquisitions and investments in organic growth.

Neenah, Inc.2022 Proxy Statement | 27

---

Table of Contents

The specific targets for the PSU awards under the 2021 LTIP program were as follows:

Metric	Threshold	Target	Outstanding
Payout (as a % of Target)	0%	100%	200%
Total Stockholder Return	<25% percentile	50th percentile	75% percentile+

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 the third anniversary of the date of grant.

Neenah, Inc.2022 Proxy Statement | 28

---

Table of Contents

Component II Performance 2019 LTIP Awards

Component II of the 2019 LTIP award, representing 25% of the PSU award, was subject to a three-year performance period ending December 31, 2021. The target number of PSUs is calculated based on the

Company’s achievement of the performance goal of Relative TSR (including dividend yield), is and compared against the Russell 2000 Value Index. The payout levels for the performance share unit metrics include a 0% payout below threshold, 100% payout at target, and 200% payout at outstanding.

The specific targets and results in 20152019 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%		0%
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 2019 LTIP grants were awarded as follows:

Name	Component II  at Target	Component II Earned	% of Target  Earned
Julie A. Schertell	1,047	0	0%
Noah S. Benz	509	0	0%
Kingsley E. Shannon	150	0	0%
Byron J. Racki	715	0	0%

Neenah, Inc.2022 Proxy Statement | 29

---

Table of Contents

		2015 PSUs at Target			2015 PSUs Granted			% of Target Earned
O'Donnell			10,990			16,046			146	%
Lind			3,030			4,424			146	%
Heinrichs			2,360			3,446			146	%
Schertell			2,760			4,030			146	%
Piedmonte			1,810			2,643			146	%

        The earned shares are now in a two year hold period and are still subject to forfeiture based on continued employment. All shares are scheduled to be released to active participants on December 31, 2017.

Retirement Benefits

We maintain the Neenah Paper401(k) Retirement Contribution Plan (the "Retirement Contribution Plan"“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, who are ineligible to participate in the Pension Plan, the Supplemental Pension Plan.but includes a special profit-sharing contribution feature that is only applicable for certain employees (the “Retirement Contribution Plan”). Further, we maintain a supplemental retirement contribution plan (the "Supplemental RCP"“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“2021 Non-qualified Deferred CompensationCompensation” table later in this Proxy Statement.

We also maintain the Neenah Paper 401(k)Deferred Compensation Plan (the "401(k) Plan"“Deferred Compensation 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“2021 Non-qualified Deferred Compensation 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, including Ms. Lind 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. Additional information regarding the Pension Plan and the Supplemental Pension Plan can be found in the 2015 Pension BenefitsCompensation” 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 leveltop-level executive talent. Additionally,

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"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 the termination of employment following a change in control of Neenah.Neenah and outside of a change in control. The 2017 Executive Severance Plan also categorizes 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 a 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 officer'sNEO’s employment by Neenah without "cause" or by the officer for "good reason" (as defined in the Executive Severance Plan)“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 andsalary;

(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) 

(III) any qualified retirementprofit-sharing contributions or pension plan benefits forfeited as a result of such termination; (iii)

(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.

Furthermore, upon the termination of a 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'sNeenah’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

Neenah, Inc. 2022 Proxy Statement | 30

---

Table of Contents

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). However, with limited remaining exceptions, compensation paid to our covered executive officers in excess of $1 million will not be deductible unless it qualifies for relief applicable to certain historical arrangements.

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, no assurance can be given that compensation intended to satisfy the requirements for exemption from Section 162(m) in fact will. Further, the Compensation Committee reserves the right to modify compensation that was initially intended to be exempt from Section 162(m) if it determines that such modifications are consistent with our business needs.

Neenah, Inc. 2022 Proxy Statement | 31

---

Table of Contents

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

		Stock Ownership Multiple of Salary
O'Donnell			6x
Lind	Stock Ownership Multiple
Name	of Base Salary
4x
HeinrichsJulie A. Schertell			4x	6x
SchertellPaul F. DeSantis			4x	3x
PiedmonteMichael W. Rickheim	2x
Noah S. Benz	2x
Kingsley E. Shannon	4x	2x

 

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'intrinsic 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”). For 2021, the Company calculated the median compensation of all employees of the Company and its consolidated subsidiaries (other than Ms. Schertell), which included employees located in the United States, Germany, The Netherlands, England, Spain and Mexico to be $61,113. Ms. Schertell’s total compensation in 2021 for purposes of the Pay Ratio Disclosure was $2,951,554. 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 2021 Pay Ratio Disclosure was estimated to be 48 to 1.

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

●	Reviewed total annual cash earnings of all employees on December 31, 2021 for our 2021 fiscal year. This included both base pay and any overtime/premium pay earned by each employee in 2021.

●

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 median employee based on total 2021 annualized earnings and then captured all 2021 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, 2021 as follows:

●

1.1343 USD to 1 EUR

●

1.3512 USD to 1 GBP

●

0.0489 USD to 1 MXN

Neenah, stock and reductionInc. 2022 Proxy Statement | 32

---

Table of LTCP compensation. All of our named executive officers met or exceeded the guidelines as of December 31, 2015.Contents

Clawback Policy

The Compensation Committee adopted a "clawback policy"“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'sCompany’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 2021: Ms. Dano, Mr. Lucas, Mr. Thene, and Dr. Stephen M. Wood. Dr. Wood retired from the Board of Directors at the 2021 Annual Meeting. Mr. Lucas will not stand for re-election as a member of the Board of Directors at the 2022 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 2021 or any time prior thereto, and none of the members had any relationship with Neenah during 2021 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.

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. 2022 Proxy Statement | 33