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.          )

intentionally.)

NOTICE OF 2020 2022 
ANNUAL MEETING
OF STOCKHOLDERS AND PROXY STATEMENT

NOTICE OF 2020 ANNUAL MEETING OF STOCKHOLDERS
AND PROXY STATEMENT

TO OUR STOCKHOLDERS April 9, 2020

On behalf of the Board of Directors, it is my pleasure to invite you to attend the 20202022 Annual Meeting of Stockholders of Neenah, 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 21, 202019, 2022 at 2:3:00 p.m., Eastern Daylight Time. 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.

Looking back at 2019, I’m very pleased with what our teams accomplished. While external factors challenged demand in manyon 2021, I am proud of the decisive actions of our markets,team to drive top and bottom line growth, address the near-term headwinds of a volatile and unpredictable manufacturing environment, and advance our teamsstrategic agenda in 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 always our top priority.

We continued to activate our strategy for long-term shareholder value creation. We have a clear strategic framework focused on itemsour four key Growth Platforms: Filtration, Specialty Coatings, Engineered Materials, and Image & Packaging. Our teams continue to prioritize investments 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 merger 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 robust growth prospects. Further, this combination is a meaningful acceleration of our strategy, with numerous commercial and financial benefits outlined in our recent investor presentation, including at least $65 million of projected cost synergies within their control, implementing24-26 months of closing. 

We believe that this transformational merger builds on an already promising future, and I could not be more excited about the promise of the new company. With our combined workforce of talented and passionate employees, strong financial position, track record of execution, strategic decisions that will make us strongerfocus, and key catalysts in the yearsplace, we believe we have a clear roadmap to come, as well as taking actions that had a more immediate positive impact. These included: • Managing costs and pricing to restore operating margins after a rapid run-up in input costs in 2018 • Reinvigorating our product innovation pipeline and launching a number of unique new products • Changing a major fine paper distributor to others who are providing more supportcreate long-term value for our brands • Continuingcustomers, suppliers, employees, and shareholders. We will ask you at another time to ramp-up and improve operational efficiencies in our US filtration plant • Generating record free cash flow and using itvote at a special meeting to reduce debt significantly • Increasing financial expertise and diversityapprove the transaction, but I look forward to updating you on our Board with the addition of Donna Costello • Announcing a 10th consecutive year of increasing dividends As we enter 2020, our actions continue... • We’ve implemented a new, functionally-aligned organization to help accelerate value creation globally between all our businesses • We’re publishing a new Corporate Sustainability Report, highlighting our commitment and accomplishments to environmental, social and governance issues • We’re implementing a new operating system at our two largest plants, helping to drive safety and cost improvements These actions underscore our commitment to become a leading global specialty materials company known for its ability to create sustainable value for its stockholders, its dedication to providing a safe and healthy workplace for its employees, and as a responsible and engaged steward of the environment and communities in which we operate. We are actively monitoring developments with respect to the coronavirus. In the event it is not possible or advisable to hold our annual meeting in person, we will announce alternative arrangements for the meeting, which may include holding the meeting solely by means of remote communication. Please monitor our investor relations webpage at www.neenah.com for updated information. progress.

The formal business to be transacted at the 20202022 Annual Meeting of Stockholders includes: • Election of the three nominees detailed in this Proxy Statement as Class I directors for a three-year term; • Approval of an advisory vote on the Company’s executive compensation; and • Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020.

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. Regardless of whether you choose to attendparticipate or not, please either vote electronically, by telephone, or follow the procedures for requesting written copies of the proxy materials described in the attached Proxy Statement and return the proxy card at your earliest convenience. This will assure your shares will be represented and voted at the 2022 Annual Meeting. In February,

As I announcedconclude, 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 my intentionfor their continued direction and support with special gratitude extended to retire asTim Lucas, who will be stepping down this year after more than 15 years of the 2020 Annual Meeting of Stockholders and am confident in the succession plan developed by theoutstanding service on our Board of Directors, and in Julie Schertell’s ability to lead Neenah as Chair of our next CEO. It’s been an honor and a pleasure to lead this company the past 10 years and I leave with Neenah in a very good place - with a strong financial position, especially important during the current unprecedented economic and public health challenges, catalysts in place to propel future growth, a deep and experienced leadership team, and outstanding employees. Audit Committee.

On behalf of our Board of Directors, thank you for your support and trust. We look forward to updating you on our progress in 2020.

Sincerely, JOHN P. O’DONNELL

Julie A. Schertell

President and Chief Executive Officer

NOTICE OF 20202022 ANNUAL MEETING OF STOCKHOLDERS Meeting Date: May 21, 2020 Meeting Time: 2:00 p.m (Eastern Daylight Time) Meeting Place1: Preston Ridge III 3460 Preston Ridge Road, Suite 600 Alpharetta, Georgia 30005 Record Date: March 27, 2020

		Meeting Date: May 19, 2022				Meeting Time: 3:00 pm. ET
		Meeting Place: www.virtualshareholdermeeting.com/NP2022				Record Date: March 25, 2022

Matters that will be voted upon: 1. A proposal to elect the three nominees named as Class I directors in the attached Proxy Statement to serve until the 2023 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, Inc. for the fiscal year ending December 31, 2020; 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.

NOTICE HEREBY IS GIVEN that the 20202022 Annual Meeting of Stockholders of Neenah, 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 21, 202019, 2022 at 2:3:00 p.m., Eastern Daylight Time. Information ET. The attached Proxy Statement sets 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 27, 202025, 2022 are entitled to receive notice of and to vote atduring the Annual Meetinglive webcast and any adjournments thereof. Stockholders can attend the virtual meeting by visiting www.virtualshareholdermeeting.com/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 related materials before the special meeting we intend to hold to seek shareholder approval for the merger.

This Proxy Statement and the 20202021 Annual Report to Stockholders are available on our Investor Relations webpage at: www.neenah.com. 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 envelope.

By order of the Board of Directors. NOAH

Noah S. BENZ SeniorBenz

Executive Vice President, General Counsel and Secretary

Alpharetta, Georgia 

April 9, 2020 8, 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. 1 We intend to hold our annual meeting in person. If you are planning to attend our meeting, please check the website one week prior to the meeting date. As always, we encourage you to vote your shares prior to the annual meeting. However, we are actively monitoring the coronavirus (COVID-19) and are sensitive to the public health and travel concerns our stockholders may have and the protocols that federal, state, and local governments may impose. In the event it is not possible or advisable to hold our annual meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication. Please monitor our investor relations webpage at www.neenah.com for updated information.

Neenah, Inc. 2020 2022 Proxy Statement | 3

TABLE OF CONTENTS PROXY STATEMENT SUMMARY ......................................................................................................... 5 CORPORATE GOVERNANCE AND BOARD MATTERS Board of Directors..................................................................................................................... 6 Director Skills Summary ............................................................................................................. 11 Meetings and Committees of The Board of Directors ..................................................................... 12 Corporate Governance .............................................................................................................. 14 2019 Director Compensation....................................................................................................... 17 EXECUTIVE COMPENSATION Compensation Discussion and Analysis ........................................................................................ 19 Compensation Committee Report ............................................................................................... 34 Additional Executive Compensation Information ........................................................................... 35 AUDIT RELATED MATTERS Audit Committee Report............................................................................................................ 44 Independent Registered Public Accounting Firm Fees and Services ................................................... 44 Policy on Audit Committee Pre-approval ...................................................................................... 44 ITEMS TO BE VOTED UPON Election of Directors (Item 1) ...................................................................................................... 45 Advisory Vote on Executive Compensation (Item 2)........................................................................ 46 Ratification of Appointment of Independent Registered Public Accounting Firm (Item 3) .................... 47 OTHER INFORMATION FAQ: Annual Meeting and Voting................................................................................................. 48 Beneficial Ownership ................................................................................................................ 50 Stockholders’ Proposals for 2021 Annual Meeting ........................................................................... 54 Householding of Notice of Internet Availability of Proxy Materials .................................................... 54 Section 16(a) Beneficial Ownership Reporting Compliance ............................................................... 55

Neenah, Inc. 2020 2022 Proxy Statement | 4

PROXY STATEMENT SUMMARY

Our Board of Directors is soliciting proxies from our stockholders in connection with Neenah’s Annual Meeting of Stockholders. When used in this Proxy Statement, the terms “we,” “us,” “our,” “the Company,” and “Neenah” refer to Neenah, Inc. and its consolidated subsidiaries. The approximate date on which this Proxy Statement is being filed and notice is being sent or given to stockholders of record is April 9, 2020. 8, 2022.

This summary highlights information contained in the Proxy Statement. It does not include all of the information that you should consider prior to voting and we encourage you to read the entire document prior to voting.

For more complete information regarding Neenah’s 2019 financial performance, please review the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. 2021.

STOCKHOLDERS ARE BEING ASKED TO VOTE ON THE FOLLOWING MATTERS AT THE 20202022 ANNUAL MEETING OF STOCKHOLDERS: Election of Directors The Board and the Nominating and Corporate Governance Committee believe that the three Class I 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 45 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 46 Ratification of the Appointment of Deloitte & Touche, LLP, as Independent Auditors The Audit Committee and the Board believe that the retention of Deloitte & Touche, LLP, to serve as the Independent Auditors for the fiscal year ending December 31, 2020 is in the best interest of the Company and its stockholders. As a matter of good corporate governance, stockholders are being asked to ratify the Audit Committee’s selection of the Independent Auditors. 3 FOR 47 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. 2020 2022 Proxy Statement | 5 Description Item Board Recommendation Page

BOARD OF DIRECTORS

BOARD OF DIRECTORS CLASS IIII DIRECTORS – NOMINATED FOR RE-ELECTION: 66 Audit Committee Donaldson Company Inc. Valspar Corporation 66 Audit Committee Experience

		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. 2020 2022 Proxy Statement | 6 William M. Cook William M. Cook, born in 1953, is the retired Executive Chairman (2015-2016)

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

 

Julie A. Schertell Julie A. Schertell, born in 1969, is Senior Vice President and Chief Operating Officer of the Company. Ms. Schertell has been in this role since January 1, 2020. Prior to this role, Ms. Schertell was the President of Technical Products from September 2018 to December 2019, and President of Fine Paper & Packaging, from January 2011 to September 2018. Ms. Schertell joined the Company in 2008 and served as Vice President of Sales and Marketing for the Fine Paper division through December 2010. Ms. Schertell was employed by Georgia-Pacific Corporation in the Consumer Products Retail division, where she served as Vice President of Sales Strategy from 2007 to 2008, and as Vice President of Customer Solutions from 2003 through 2007. Ms. Schertell has served as a director of Neenah since February 5, 2020. Ms. Schertell’s extensive experience in the paper and consumer products industries, and leadership positions in the Company make her an effective member of Neenah’s Board. Neenah, Inc. 2020 2022 Proxy Statement | 7 Age 50 Director Since 2020 Committees N/A Public Directorship Experience N/A Independent

		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

CLASS II DIRECTORS – TERM EXPIRING AT THE 20212024 ANNUAL MEETING: 60 Nominating and Corporate Experience Yes 73 Audit

		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. 2020 2022 Proxy Statement | 8 Margaret S. Dano Margaret S. Dano, born in 1959, is the former Chairman

		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

Donna M. Costello Donna M. Costello, born in 1973, is an experienced Finance Executive. Most recently, Ms. Costello was the Chief Financial Officer of C&D Technologies from 2016 until early 2020. Previously, Ms. Costello served as Chief Financial Officer of Sequa Corporation, a $1.5 billion global manufacturer and service provider in the Industrial and Aerospace markets, from 2008 to 2015. Prior to being promoted to Chief Financial Officer in 2008, Ms. Costello served as Vice President and Controller of Sequa Corporation, which was a publicly traded company until its acquisition by The Carlyle Group in 2007. From 2002 to 2005, Ms. Costello served as Vice President and Controller of Chromalloy Gas Turbine, Sequa’s largest subsidiary. Ms. Costello began her career in 1995 as an auditor for Arthur Andersen and advanced through a series of assignments to become a senior audit manager in 1999. Ms. Costello received her BBA and MBA from Iona College. Ms. Costello is a certified public accountant and a member of both the American Institute of Certified Public Accountants and the New York State Society of Certified Public Accountants. Ms. Costello is also a member of the Henry Crown Fellowship Program of the Aspen Institute. Ms. Costello has served as a director of Neenah since 2019. Neenah, Inc. 2020 Proxy Statement | 9 Age 47 Director Since 2019 Committees Audit Committee Public Directorship Experience N/A Independent Yes

CLASS III DIRECTORS – TERM EXPIRING AT THE 2022 ANNUAL MEETING: 73 Audit Committee Experience 59 Nominating and Corporate Experience Corporation Yes DIRECTORS RETIRING EFFECTIVE AS OF THE 20202022 ANNUAL MEETING: John P. O’Donnell John P. O’Donnell, born in 1960, is President and Chief Executive Officer of Neenah and previously served as Chief Operating Officer from 2010 to 2011 and President, Fine Paper from 2007 to 2010. Prior to joining Neenah in 2007, Mr. O’Donnell was with Georgia Pacific Corporation since 1985 and held increasingly senior management positions in the Consumer Products division. Mr. O’Donnell served as President of the North American Retail Business from 2004 through 2007 and as President of the North American Commercial Tissue business from 2002 through 2004. Mr. O’Donnell received his BS from Iowa State University. He has served as a director of Neenah since 2010. Mr. O’Donnell has also served as a director for Clearwater Paper Corporation since April 2016.

		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

Neenah, Inc. 2020 2022 Proxy Statement | 10 Age 59 Director Since 2010 Committees N/A Public Directorship Experience Clearwater Paper Corporation Independent No Timothy S. Lucas Timothy S. Lucas, born in 1946, 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 Director9

DIRECTOR SKILLS SUMMARY

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

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.

●

●

●

●

●

 

DIRECTOR SKILLS SUMMARY Neenah, Inc. 20202022 Proxy Statement | 11 Our Board10

2019 DIRECTOR COMPENSATION The Compensation Committee has responsibility for evaluating and making recommendations to the Board of Directors regarding compensation for our non-employee directors.

Each of our directors (who are not employees) receives the following compensation:

*Annual cash retainer $60,000 • Board Chair $40,000 • Audit Committee Chair $30,000 • Compensation Committee Chair $30,000 • Nominating Committee Chair $17,500 • Audit Committee Members and Chair $9,000 • Compensation Committee Members and Chair $7,000 • Nominating Committee Members and Chair $5,000 *Annual equity grant paid in restricted stock units (“RSUs”) subject to a one-year vesting period period.

Neenah, Inc. 20202022 Proxy Statement | 17 Annual value

The following table shows the total compensation paid to each of our non-employee directors in 2019. Sean T. Erwin(2) 41,667 – 41,667 Donna M. Costello(3) 11,500 – 11,500 Timothy S. Lucas 106,000 100,000 206,000 Philip C. Moore 74,000 100,000 174,000 Tony R. Thene 48,667 100,000 148,667 (1) Amounts reported in this column represent the grant date fair value of the 2019 RSU award granted to each director, calculated in accordance with Financial Accounting Standards Board Statement ASC Topic 718 (“ASC 718”). Due to restrictions imposed by Canadian law, Mr. Moore is not able to receive a quarterly 2021.

Neenah, Inc. 20202022 Proxy Statement | 18 Stephen M. Wood(5) ––– John F. McGovern(4) 37,292–37,292 Margaret S. Dano 79,500 100,000 179,500 William M. Cook91,500100,000 191,500 Name Fees Earned or Paid in Cash ($) Stock Awards ($)(1) Total ($)

COMPENSATION 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 Delivered increased margins

We delivered robust top and earnings per share. Consolidated net sales of $938.5 million decreased 9% versus 2018. bottom line growth.

Neenah, Inc. 20202022 Proxy Statement | 19 Continued to build presence and capabilities in targeted growth categories. Earnings per diluted common share from continuing operations

StrategicWe continued to make important progress on strategic initiatives to drive future top and bottom linelong-term value creation

Neenah, Inc. 20202022 Proxy Statement | 20

Our Compensation-Setting Process:

Role of Compensation Committee

The Compensation Committee is responsible for carrying out the Board’s responsibilities for determining the compensation for our NEOs. In that capacity, the Compensation Committee (1) annually reviews and approves the corporate goals and objectives relating to our executive compensation programs, (2) evaluates performance against those goals and objectives, and (3) approves the compensation payable to our NEOs.

The Role of Stockholder Say-on-Pay Votes

The Company provides its stockholders with the opportunity to cast an annual advisory vote on executive compensation. At the Company’s annual meeting of stockholders held on May 20, 2021, greater than 99% of the votes cast on the say-on-pay proposal were voted in favor of the proposal. The Compensation Committee considered these results and believes the voting results reflect strong stockholder support for the Company’s approach to executive compensation. The Compensation Committee will continue to consider the outcome of the Company’s say-on-pay proposal votes in order to help understand the environment for future executive compensation practices.

Use of Compensation Consultants

The Compensation Committee charter grants the Committee authority to independently retain compensation consultants, and in 2021 the Committee again engaged Hugessen Consulting, Inc. (“Hugessen”) to provide the Committee with independent advice and assistance in its deliberations regarding compensation matters. At the Committee’s request, Hugessen originated certain analyses, reviewed the information provided by management, and assisted the Committee in assessing 2021 compensation for Neenah’s NEOs. In addition, Hugessen provided input to assist the Committee in establishing the 2021 targeted compensation levels and performance criteria under

Neenah, Inc. 20202022 Proxy Statement | 21

Peer Comparison

To assist in evaluating and determining levels of compensation in 20182021 for each element of pay, the Compensation Committee reviewed various sources of data prepared by management including: feedback to the Compensation Committee in connection with their review of competitive pay practices. Neenah’s management and the Compensation Committee do not believe that it is appropriate to establish compensation levels based solely on peer comparisons or benchmarking; however, marketplace information is one of the many factors that we consider in assessing the reasonableness of compensation. Management and the Compensation Committee believe that information regarding pay practices at other companies is useful to confirm that our compensation practices are competitive in the marketplace.

Proxy data was collected and analyzed from a peer group of companies in the specialty paper printingand forest products, industrial machinery, and specialty chemical industries and similar in size to Neenah (the “Peer Group”). In 2019,For 2021, the Compensation Committee conducted a thorough review of the companies in the Peer Group. 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:

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

To develop market figures, compensation opportunities for the NEOs were compared to the compensation opportunities for similarly situated executives in comparable positions.

Neenah, Inc. 20202022 Proxy Statement | 22

Neenah’s compensation philosophy is intended to provide competitive pay within the relevant market by targeting the total compensation opportunities and to reward executives for short-term and long-term performance through an overall compensation mix that is targeted to include a minimum of 50% performance-basedperformance-

CEO @ Target		Other NEOs @ Target

Neenah, Inc. 20202022 Proxy Statement | 23

20192021 Base Salary Decisions

In January 2019,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 general, any increases in

The following table provides the base salary of each NEO as of December 31 for each year, listed: John P. O’Donnell $830,000 $863,000 4% Julie A. Schertell $460,000 $460,000unless otherwise indicated:

Neenah, Inc. 20202022 Proxy Statement | 24 Byron J. Racki $377,000 $377,000 0% (2) Bonnie C. Lind$410,000 $435,000 6% Name 2018 Base Salary2019 Base Salary% Increase

20192021 Annual Performance Bonus Awards

For 2019,2021, the Compensation Committee approved target bonuses for our NEOs as a percentage of base salary with a target bonus ranging from 50% to 90%100%. The performance goals for the 2019 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, (ii) business unit earnings before interest and taxes (“EBIT”) for our Fine Paper & Packaging and Technical Products business units, and (iii) progress achieved in implementing the Company’s strategic plan: John P. O’Donnell 90% 75% – 25% Julie A. Schertell 60% 25% 50% 25% Matthew L. Duncan 50% 75% – 25% “Free Cash Flow Delivery”, which is calculated as cash flow from operations, less capital expenditures.

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, Corporate EBITDA could yield a payout from 0% at threshold, 100% at target and 200% at outstanding, and business unit EBIT could yield a payout from 0% at threshold, 100% at target and 300% at maximum, based on year-end results. These targets are consistent with our desire to incentivize and reward significant growth in profits.

The performance goals and results relative to the NEOs for each of the financial metrics in 2019under the 2021 STIP were as follows (in millions): $80 $80 $250 Max $67 Max $67 $70 $70 $200 Actual $61 Target $56 $60 $60 Max $145 Target $56 $50 $50 $150 Target $133 Actual $125 Actual $43 Threshold $46 Threshold $46 $40 $40 Threshold $116 $100 $30 $30 $20 $20 $50 $10 $10 $0 $0 $0follows:

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 EBITDA Fine Paper & Packaging EBIT Technical Productsand 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. 20202022 Proxy Statement | 25 Payout % 0% Payout % 52% Payout % 160% Performance Criteria 2019 Target MIPCorporate Business Unit Strategic Name (%

The strategic plan objective was paid out at 110% of target reflecting performance in achieving a set of strategic objectives considered critical for long-term growth. Results included the continued ramp-up of a major organic capital project to add filtration capacity in the U.S., continued product innovation and the launching of a number of unique new products, the transition of a major fine paper distributor to a more supportive distributor network, organic growth achieved in targeted categories, and other strategic initiatives. Based on the process described above MIPand the relative weighting for the applicable performance criteria, 2021 STIP payments were awarded as follows: John P. O’Donnell $776,700 $516,506 66.5% Julie A. Schertell $276,000 $111,780 40.5% Matthew L. Duncan $157,500 $104,738 66.5%

Neenah, Inc. 20202022 Proxy Statement | 26 Byron J. Racki $188,500 $227,143 120.5% Bonnie C. Lind$261,000 $173,565 66.5% Name 2019 MIP at Target2019 MIP at Actual %

2021 LTIP Awards

2019 LTCP Awards For 2019,2021, the Compensation Committee, consistent with our compensation philosophy, approved equity grants under the LTCPLTIP for our NEOs with target values ranging from 75%65% to 200%225% of base salary as follows: salary.

The process described above resulted in grants of RSUs and PSUs in 20192021 as follows: John P. O’Donnell 200 7,483 Julie A. Schertell 90 1,795 Matthew L. Duncan 75 1,024 In 2017, the Compensation Committee approved an amendment to the PSU portion of the LTCP program to incorporate a three-year performance period for 25% of the total PSU award, further aligning senior management of the Company with long-term stockholder interests. The remaining 75% of the PSU award retains a one-year performance period to focus on and reward annual growth in sales, earnings per share, and return on invested capital. The target number of PSUs to be awarded to each NEO in 2019 was determined by the value of the portion of the LTCP award to be awarded as PSUs (determined by the Compensation Committee as described above) using the fair market value of the stock price as of the date of grant, and then rounded to the nearest ten shares. The target number of PSUs are increased or decreased (to an amount equal to between 0% and 200% of the target) after the performance period for each component.

Neenah, Inc.2022 Proxy Statement | 27

The specific targets and results in 2019 for Component Ithe PSU awards under the 2021 LTIP program were as follows: Outstanding 8% 50 bps 10% 15% Outstanding 11% 25 bps Outstanding 10 bps 5% Actual 17 bps Target 4% 10% 0 bps Target 7% 0% Threshold 0% <25 bps> 5% Target <25> bps <5%> Actual <5%> Threshold 3% <50 bps> 0% Threshold <60%> bps Actual <1%> <10%> <75 bps> <100 bps> <15%> <5%> Return on Capital (increase of basis points) Constant Currency Sales (% growth) Adjusted Earnings per Share (% growth) Based on the process described above and our performance against the targets noted, PSU grants for Component I were awarded as follows: 67% John P. O’Donnell 13,095 8,774 67% Julie A. Schertell 3,141 2,104 67% Matthew L. Duncan 1,793 1,201

The earned PSUs are now in a two-year hold period and are still subject to forfeiture as further described in the PSU award agreement. All of the above awarded PSUs are scheduled to vest on December 31, 2021. The second component (“Component II”), representing 25% of the PSU award, is subject to a three-year performance period. After the end of the performance period, the adjustment of the target number of PSUs iswill be calculated based on the Company’s achievement of performance goals during the three-year performance goalperiod and will vest on the third anniversary of relative total stockholder return (“Relative TSR”). The Relative TSR (including dividend yield), is compared against the Russell 2000 Value Index over the performance period. date of grant.

Neenah, Inc. 20202022 Proxy Statement | 28 * Subject

The specific targets and results in 20172019 for Component II were as follows:

Based on the process described above and our performance against the targets noted, PSU grants for Component II of the 2017 LTCP2019 LTIP grants were awarded as follows: Earned Name at Target Earned John P. O’Donnell 3,536 1,414 40% Julie A. Schertell 682 273 40% Matthew L. Duncan 358 143 40%

Neenah, Inc. 20202022 Proxy Statement | 29 Byron J. Racki 311124 40% Bonnie C. Lind699 280 40% Component II Component II %

Retirement Benefits

We maintain the Neenah 401(k) Retirement Plan (the “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 but includes a special profit-sharing contribution feature that is only applicable for certain employees who are ineligible to participate in the Pension Plan (the “Retirement Contribution Plan”). Further, we maintain a supplemental retirement contribution plan (the “Supplemental RCP”) which is a non-qualified defined contribution plan which is intended to provide a tax-deferred retirement savings alternative for amounts exceeding Internal Revenue Code limitations on qualified plans. Additional information regarding the Supplemental RCP can be found in the “2019“2021 Non-qualified Deferred Compensation” table later in this Proxy Statement.

We also maintain the Neenah Deferred Compensation Plan (the “Deferred Compensation Plan”), which is a non-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 STIP). The 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 “2021 Non-qualified Deferred Compensation” table later in this Proxy Statement.

Neenah and the Compensation Committee believe that the Retirement Contribution Plan, Supplemental RCP, Deferred Compensation Plan, and 401(k) Plan are core components of our compensation program. The plans are competitive with plans maintained by our peer companies and are necessary to attract and retain top-level executive talent.

Severance Payments

In March 2017, the Compensation Committee amended and restated its executive severance plan (the “2017 Executive Severance Plan”), effective April 1, 2017, to provide executives certain severance benefits both upon the termination of employment following a change in control of Neenah and outside of a change in control. The 2017 Executive Severance Plan also categorizecategorizes 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 ana NEO’s employment by Neenah without “cause” outside of a change in control, such NEO will be entitled to an amount equal to one and one-half times his or her base salary. Upon termination of the NEO’s employment by Neenah without “cause” within the two-year period following a change in control or by the NEO for “good reason” within

Neenah, Inc. 2022 Proxy Statement | 30

Neenah, Inc. 2020 2022 Proxy Statement | 31

Stock Ownership Guidelines

The Compensation Committee has adopted stock ownership guidelines to foster long-term stock holdings by company leadership. These guidelines create a strong link between stockholders’ and management’s interests. NEOs are required to own a designated multiple of their respective base salary. The multiples for each NEO are as follow:

Each NEO is required to hold at least 50% of vested 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: (i) stock held in the 401(k) Plan, other deferral plans, outright, or in brokerage accounts, (ii) RSUs earned but not vested or not paid out, and (iii) intrinsic value of vested or unvested stock options 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 provide the ratio of the 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 2019,2021, the Company calculated the median compensation of all employees of the Company and its consolidated subsidiaries (other than Mr. O’Donnell)Ms. Schertell), which includesincluded employees located in the United States, Germany, The Netherlands, England, Spain and England, was $56,116. Mr. O’Donnell’sMexico to be $61,113. Ms. Schertell’s total compensation in 20192021 for purposes of the Pay Ratio Disclosure was $3,265,694.$2,951,554. Based on this information, the ratio of the compensation of the Chief Executive Officer to the median annual total compensation

Neenah, Inc. 2020 2022 Proxy Statement | 32 Byron J. Racki 4x Bonnie C. Lind4x Stock Ownership Multiple Name

Clawback Policy

The Compensation Committee adopted a “clawback policy” for all executives and other employees participating in our MIPSTIP program concerning the payment of MIPSTIP payments and long-term equity grants under the LTCPLTIP program. This policy gives the Board the authority to reclaim certain overstated payments made to Neenah employees due to materially inaccurate results presented in the Company’s audited financial statements 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 2019:2021: Ms. Dano, Mr. McGovern,Lucas, Mr. Thene, and Dr. Stephen M. Wood. Dr. Wood retired from the Board of Directors at the 2021 Annual Meeting. Mr. Lucas and Dr. Wood. Mr. McGovern didwill not stand for re-election as a member of the Board of Directors at the 20192022 Annual Meeting and ceasedwill cease to be a

Neenah, Inc.2020 2022 Proxy Statement | 33

COMPENSATION COMMITTEE REPORT

COMPENSATION COMMITTEE REPORT The Compensation Committee oversees Neenah’s compensation policies and programs on behalf of the Board. In fulfilling this responsibility, the Compensation Committee has reviewed and discussed with Neenah’s management the Compensation Discussion and Analysis included in this Proxy Statement. In reliance on such review and discussions, the Compensation Committee recommended to Neenah’s Board of Directors that the Compensation Discussion and Analysis be

Neenah, Inc. 2020 2022 Proxy Statement | 34

ADDITIONAL EXECUTIVE COMPENSATION INFORMATION

Summary Compensation Table

The following table reflects compensation paid to or earned by our NEOs for services rendered during 2019, 2018,2021, 2020 and 2017: 2018 830,000 1,310,184 498,004 186,750 – 138,182 2,963,120 Lind 2019 435,000 449,071 – 173,565 332,092 14,650 1,404,378 2017 410,000 267,146 98,400 155,595 695,393 10,300 1,636,834 2018 415,000 270,736 108,006 67,860 – 53,999 915,601 Racki 2019 377,000 291,903 – 227,143 – 37,289 933,335 2017 292,000 118,901 43,794 94,936 – 582,799 33,168 2018 300,000 177,619 67,500 37,500 – 619,929 37,310 (1) 2019:

Neenah, Inc. 2020 2022 Proxy Statement | 35 2017280,000 136,871 50,406 88,550 –32,943 588,770 Duncan 2019315,000243,890 –104,738–34,690 698,318 2018326,750 146,87855,806 68,288 –41,993639,715 2017400,000 260,647 96,002 161,150–53,152970,951 Schertell2019460,000 427,425–111,780–54,1551,053,360 2018410,000 291,322110,69661,500121,52322,080 1,017,121 2017830,000 1,351,979498,003 472,478–136,1483,288,609 Non-Equity Change in StockOption Incentive PensionAll Other SalaryAwardsAwardsPlanValue Compensation Total Name Year ($)(1) ($)(2)($)(3)($)(4) ($)(5)($)(6) ($) O’Donnell 2019863,000 1,781,928–516,506–104,2603,265,694

Black-Scholes option valuation model. See Note 9 of Notes to Consolidated Financial Statements included in our 2019 Annual Report on Form 10-K for the assumptions used in valuing the SARs granted. (6) “All Other Compensation” includes Neenah’s contribution to the 401(k) Plan and Supplemental RCP account of our NEOs as follows (as further disclosed on page 42 of this Proxy Statement): (4) Amounts shown reflect annual performance bonuses earned in the fiscal year and paid in the following year. 2019 amounts are described in detail in the portion of our “Compensation Discussion and Analysis” captioned “2019 Annual Performance Bonus Awards.” John P. O’Donnell 2019 2018 2017 98,260 120,291 129,348 (5) Amounts shown reflect the aggregate change during the year in the actuarial present value of accumulated benefit under our Pension Plan and Supplemental Pension Plan. The large variability in value year-to-year is caused, for the most part, by changes in the discount rates used to calculate the value from year-to-year, and not any increase or change in the pension plan for any individual NEO. Messrs. Racki, Duncan, O’Donnell and Ms. Schertell do not participate in either the Pension Plan or Supplemental Pension Plan. Julie A. Schertell 2019 2018 2017 49,955 49,535 49,891 Matthew L. Duncan 2019 2018 2017 32,845 35,465 31,958 The amounts in the “All Other Compensation” column also include the following categories of perquisites: annual physicals, tax preparation, financial planning and spousal travel to attend the Company’s August 2018 Board of Directors meeting. Neenah, Inc. 2020 2022 Proxy Statement | 36 Byron J. Racki 201936,464 201834,788 201730,968 Bonnie C. Lind20198,400 20188,250 20178,100 Name Year Amount ($)

20192021 Grants of Plan Based Awards

The following table contains information relating to the plan basedplan-based awards grants made in 20192021 to our NEOs under the 2018 Omnibus Plan and is intended to supplement the “Summary Compensation Table” listed above: Bonnie C. Lind MIP 1/29/2019 0 261,000 522,000 PSU 1/29/2019 0 4,400 8,800 318,560 RSU 1/29/2019 1,886 130,511 Byron J. Racki MIP 1/29/2019 0 188,500 431,665 PSU 1/29/2019 0 2,860 5,720 207,064 RSU 1/29/2019 1,226 84,839 Matthew L. Duncan MIP 1/29/2019 0 157,500 315,000 PSU 1/29/2019 0 2,390 4,780 173,030(4) RSU 1/29/2019 1,024 70,861(5) (1) Reflects the range of potential annual incentive bonus payments that could have been earned by each NEO under Neenah’s MIP in 2019. The actual bonuses earned in 2019

Neenah, Inc. 2020 2022 Proxy Statement | 37 Julie A. SchertellMIP1/29/20190 276,000 632,500 PSU1/29/20190 4,1888,376 303,211 RSU1/29/20191,795124,214 Estimated Future Payouts Estimated Future Payouts All Other Under Non-Equity Incentive Under Equity Incentive Stock Plan Awards(1) Plan Awards(2) Awards(3) Grant Date #

Outstanding Equity Awards at 20192021 Fiscal Year-End

The following table sets forth information concerning outstanding equity awards for our NEOs as of December 31, 2019. John P. O’Donnell 28,312 24,501 11,044 – 12,252 22,090 – – – 57.95(5) 82.15(6) 93.35(7) 01/25/2026 01/29/2027 01/29/2028 6,847(9) 13,139(10) 4,989(11) 482,234 925,379 351,375 Bonnie C. Lind 4,840 2,455 2,422 4,910 – – 82.15(6) 93.35(7) 01/29/2027 01/29/2028 1,522(9) 3,311(10) 1,258(11) 107,194 233,194 88,601 Byron J. Racki 1,940 2,548 2,154 1,237 – – 1,078 2,476 – – – – 59.72(4) 57.95(5) 82.15(6) 93.35(7) 01/26/2025 01/25/2026 01/29/2027 01/29/2028 768(9) 2,152(10) 818(11) 54,090 151,565 57,612 Matt Duncan 1,191 1,239 1,497 – 1,241 2,994 – – – 60.56(8) 82.15(6) 93.35(7) 02/28/2026 01/29/2027 01/29/2028 928(9) 1,798(10) 683(11) 65,359 126,633 48,104 2021.

Neenah, Inc. 20202022 Proxy Statement | 38 Julie A. Schertell3,000 ––24.09(1) 01/24/2022 4,900 ––31.23(2) 01/28/2023 4,370 ––42.82(3) 01/27/2024 4,380 ––59.72(4) 01/26/2025 5,996 ––57.95(5) 01/25/2026 4,7222,363 –82.15(6) 01/29/2027 2,395 4,791–93.35(7) 01/29/2028 1,485(9) 104,589 3,151(10)221,925 1,197(11)84,305 Option Awards Stock Awards Equity EquityIncentive EquityIncentive Plan Awards: Incentive Plan Awards: Market or Plan Awards: Number

(1) These options were granted on January 25, 2012 and vested as follows: 33.34% on January 25, 2013 and 33.33% on both January 25, 2014 and January 25, 2015. These options were converted to SARs on July 1, 2014. (9) These PSU target levels were set on January 30, 2018 and 75% of the award was earned on December 31, 2018, based on the Company’s achievement of performance goals during the performance period ending December 31, 2018. This component of the awards was granted at 40% of target as disclosed in the “Compensation Discussion and Analysis” section of the 2018 Proxy Statement and the market value disclosed in this table reflects the sizing of these awards. These PSUs are subject to a two-year continued service requirement after the one-year performance period, subject to certain exceptions. The remaining 25% of the grant is subject to a three-year performance period ending December 31, 2020. (2) These options were granted on January 29, 2013, and vest as follows: 33.34% on January 29, 2014 and 33.33% on both January 29, 2015 and January 29, 2016. These options were converted to SARs on July 1, 2014. (3) These options were granted on January 28, 2014, and vest as follows: 33.34% on January 28, 2015 and 33.33% on both January 28, 2016 and January 28, 2017. These options were converted to SARs on July 1, 2014. (10) These PSU target levels were set on January 29, 2019 and 75% of the award was earned on December 31, 2019, based on the Company’s achievement of performance goals during the performance period ending December 31, 2019. This component of the awards was granted at 67% of target as disclosed in the “Compensation Discussion and Analysis” section of the 2019 Proxy Statement and the market value disclosed in this table reflects the sizing of these awards. These PSUs are subject to a two-year continued service requirement after the one-year performance period, subject to certain exceptions. The remaining 25% of the grant is subject to a three-year performance period ending December 31, 2021. (4) These SARs were granted on January 27, 2015, and vest as follows: 33.34% on January 27, 2016 and 33.33% on both January 27, 2017 and January 27, 2018. (5) These SARs were granted on January 26, 2016, and vest as follows: 33.34% on January 26, 2017 and 33.33% on both January 26, 2018 and January 26, 2019. (6) These SARs were granted on January 30, 2017, and vest as follows: 33.34% on January 30, 2018 and 33.33% on both January 30, 2019 and January 30, 2020. (11) These RSUs were granted on January 29, 2019, and vest as follows: 33.34% on December 31, 2019, and 33.33% on both December 31, 2020 and December 31, 2021. (7) These SARs were granted on January 30, 2018, and vest as follows: 33.34% on January 30, 2019 and 33.33% on both January 30, 2020 and January 30, 2021. (8) These SARs were granted to Mr. Duncan on February 29, 2016 and vest as follows: 33.34% on February 28, 2017, and 33.33% on both February 28, 2018 and February 28, 2019. Neenah, Inc. 2020 2022 Proxy Statement | 39

Option Exercises and Stock Vested in 2019 2021

The following table sets forth information regarding stock options or SARs exercised and stock awards vested for our NEOs during 2019: Bonnie C. Lind 11,097 172,968 3,172 223,054 Byron J. Racki 0 0 1,541 108,376 (1) These shares represent the vesting of (i) PSUs granted to each of our NEOs in January of 2017 and which vested on December 31, 2019 after a one-year performance and two-year holding period, and (ii) PSUs granted to each of our NEOs in January of 2017 and which vested on December 31, 2019 after a three-year performance period, and (iii)RSUs granted to each of our NEOs in January of 2019 and which vested 33.34% on December 31, 2019. Reflects the market value of the shares on the vesting date. (2) Pension Plans The Neenah Pension Plan is a broad-based, tax-qualified defined benefit pension plan, which provides a benefit upon retirement to eligible employees of the Company. The Neenah Supplemental Pension Plan is a non-qualified defined benefit pension plan which covers pay and benefits above the qualified limits in the Pension Plan. The compensation covered by these defined benefit plans includes the salary and non-equity incentive payments set forth above in the “Summary Compensation Table”. Under our Pension Plan, an employee is entitled to receive an annual standard benefit based on years of service and integrated with social security benefits. The Internal Revenue Code generally places limits on the amount of pension benefits that may be paid from the tax-qualified Pension Plan. However, we will pay any participant in our Supplemental Pension Plan the amount of the benefit payable under the Pension Plan that is limited by the Code. (i) for participants with ten years of service at age 62 or as early as age 60 with thirty years of service, and (ii) as described below, for certain involuntary terminations. Ms. Lind is eligible for early retirement on a reduced basis. None of our other NEOs currently is eligible for retirement under our Pension Plan or Supplemental Pension Plan. The normal form of benefit is a single-life annuity payable monthly and other optional forms of benefit are available including a joint and survivor benefit. Accrued benefits under our Supplemental Pension Plan will, at the participant’s option, either be paid as monthly payments in the same form as the retirement payments from the Pension Plan or as an actuarially determined lump sum payment upon retirement after age 55. For a discussion of how we value these obligations and the assumption we use in that valuation, see Note 8 of Notes to Consolidated Financial Statements included in our 2019 Annual Report on Form 10-K. For purposes of determining the present value of accumulated benefits, we have used the normal retirement age under the plans, which is 65. Retirement benefits for participants in the Pension Plan who have at least five years of service may begin on a reduced basis at age 55 or on an unreduced basis at the normal retirement age of 65. Unreduced benefits also are available 2021:

Neenah, Inc. 2020 2022 Proxy Statement | 40 Matthew L. Duncan 0 0 1,645115,677 Julie A. Schertell0 0 3,080 216,583 Option Awards Stock Awards(1) Number

2019 Pension Benefits The following table sets forth information as of December 31, 2019 regarding accumulated benefits to our NEOs under our Pension Plan and Supplemental Pension Plan: (1) Messrs. O’Donnell, Racki, Duncan and Ms. Schertell do not participate in the Pension Plan or Supplemental Pension Plan. (2) For a description of the assumptions applied in determining the present value of accumulated benefits reported above, see Note 8 of Notes to Consolidated Financial Statements included in our 2019 Annual Report on Form 10-K. (3) Includes years of service credited for employment with Kimberly-Clark prior to Neenah’s spin-off. 20192021 Non-qualified Deferred Compensation

The Supplemental RCP is a non-qualified excess benefit and supplemental retirement plan pursuant to which the Company provides additional retirement benefits to certain highly compensated employees. These Company contributions are intended to provide contributions to those individuals whose benefits under tax-qualified programs are restricted by the limitations permitted by the Internal Revenue Code. Contributions are held for each participant in either an excess benefit or supplemental benefit unfunded separate account. Participant accounts are credited with earnings, gains, and losses based on the rate of return of investment funds selected by the participant, which the participant may elect to change in accordance with the participant’s elections under the Supplemental RCP. Payments can be tied to termination of employment, including retirement, and would be paid in a lump sum.

AUDIT RELATED MATTERS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND SERVICES Aggregate Fees for professional services rendered for us by Deloitte & Touche LLP, the member firms of Deloitte Touche and Tohmatsu and their respective affiliates as of or for the fiscal years ended December 31, 2019 and December 31, 2018 are set forth below. The aggregate fees included in the Audit category are fees billed for the fiscal year for the integrated audit of our annual financial statements and review of statutory and regulatory filings. The aggregate fees included in each of the other categories are fees billed in the fiscal years. AUDIT COMMITTEE REPORT

The Audit Committee assists the Board of Directors in fulfilling its oversight responsibilities relating to the accuracy and integrity of Neenah’s financial reporting, including the performance and the independence of Neenah’s independent registered public accounting firm, Deloitte & Touche LLP (“Deloitte”). Our Board of Directors adopted an Audit Committee Charter, which sets forth the responsibilities of the Audit Committee. The charter is available on our website at www.neenah.com. The Audit Committee reviewed and discussed with management and Deloitte our audited financial statements for the fiscal year ended December 31, 2019.2021. The Audit Committee also discussed with Deloitte the matters required to be discussed under Public Company Accounting Oversight Board (“PCAOB”) Auditing Standards No. 1301, Communications with Audit Committees. Audit Fees were for professional services rendered for the audit of our annual consolidated financial statements including the audit of our internal control over financial reporting and review of Quarterly Reports on Form 10-Q filed by us with the SEC.

The Audit Committee received the written disclosures and other communications from Deloitte that are required by the applicable requirements of the PCAOB regarding Deloitte’s communications with the Audit Committee, which included independence considerations. The Audit Committee reviewed the audit and non-audit services provided by Deloitte for the fiscal year ended December 31, 20192021, and determined to engage Deloitte as the independent registered public accounting firm of Neenah for the fiscal year ending December 31, 2020. Audit Fees Audit Related Fees Tax Fees All Other Fees Total $2,080,000 – – – $1,927,000 – – – $2,080,000 $1,927,000 2022.

The Audit Committee also received and reviewed a report by Deloitte outlining communications required by NYSE listing standards describing: (1) the firm’s internal quality control procedures; (2) any material issue raised by a) the most recent internal quality control review of the firm, b) peer review of the firm, or c) any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with issues; and (3) (to assess Deloitte’s independence) all relationships between Deloitte and us.

In reliance upon the Audit Committee’s review of the audited financial statements, the discussions noted above, and Deloitte’s report, the Audit Committee recommended to the Board of Directors, and the Board of Directors approved, that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2021 for filing with the SEC.

Audit Committee:

Neenah, Inc. 2020 2022 Proxy Statement | 44 20182019

43

ELECTION OF DIRECTORS (ITEM 1) BOARD to elect William M. Cook, Philip C. Moore and Julie A. Schertell as Class I directors for NOMINEES successors have been duly elected and qualified. On February 5, 2020, Julie A. Schertell was unanimously appointed by the Board to serve as a Class I director and will stand for re-election at the Company’s 2020 Annual Meeting.

BOARD APPROVED NOMINEES

The Board unanimously recommends that the stockholders vote “FOR” the proposal to re-elect Tony R. Thene and Shruti Singhal as Class III directors for a three-year term expiring at the 2025 Annual Meeting of Stockholders.