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

Filed by the Registrant  x☒                Filed by a Party other than the Registrant  ¨☐

Check the appropriate box:

Resolute Forest Products Inc.

111 Duke Street,Robert-Bourassa Boulevard, Suite 5000

Montréal, QuébecMontreal, Quebec

Canada H3C 2M1 Canada

April 13, 20169, 2021

Dear Stockholder:

We cordially invite you to attend the annual meeting of stockholders of Resolute Forest Products Inc. to be held online through a virtual web conference at https://web.lumiagm.com/295854943 on Wednesday, June 1, 2016,Friday, May 21, 2021, at 9:00 a.m. (Eastern),. The annual meeting is being held entirely online due to the public health impact of the coronavirus pandemic (COVID-19) and to allow us to continue to proceed with the meeting while mitigating health and safety risks to participants. You will be able to attend and participate in the Espace Alcoaannual meeting online at https://web.lumiagm.com/295854943 where you will be able to listen to the Centre des arts de Baie-Comeau, 1660 de Bretagne, in Baie-Comeau, Québec, Canada. meeting live, submit questions and vote your shares.

The accompanying notice of annual meetinginternet availability of proxy materials provides you with information on how to access the proxy materials and proxy statement containobtain the details of the business to be conducted at the meeting.

In addition to the formal items of business to be brought before the meeting, we will report on our business and respond to stockholder questions.

Whether or not you plan to attend online, you can ensure that your shares are represented at the meeting by promptly voting and submitting your proxy or voting instruction card by telephoneinternet or, by Internet orif you have requested to receive a paper copy of the proxy materials, by completing, signing, dating and returning your proxy form in the enclosed envelope. You will find the proxy card or voting instruction card by accessing the internet websites mentioned on the notice of internet availability and by following the instructions thereon.

Resolute’s annual report for 20152020 is includedavailable by internet or by mail in this package,accordance with the instructions found on the notice of internet availability, and we urge you to read it carefully.

We look forward to seeing youyour attendance at the annual meeting.

Sincerely,

Richard GarneauRemi G. Lalonde

President and chief executive officer

Bradley P. Martin

Chair of the board

Resolute Forest Products Inc.

111 Duke Street,Robert-Bourassa Boulevard, Suite 5000

Montréal, QuébecMontreal, Quebec

Canada H3C 2M1 Canada

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 1, 2016MAY 21, 2021

April 13, 20169, 2021

Dear Stockholder:

The 20162021 annual meeting of stockholders of Resolute Forest Products Inc. will be held online through a virtual web conference at https://web.lumiagm.com/295854943 on Wednesday, June 1, 2016,Friday, May 21, 2021, at 9:00 a.m. (Eastern), in the Espace Alcoa at the Centre des arts de Baie-Comeau, 1660 de Bretagne, inBaie-Comeau, Québec, Canada, for the purpose of voting on the following matters:

The record date for the determination of the stockholders entitled to vote at our annual meeting, and any adjournment or postponement thereof, is the close of business on April 8, 2016.March 23, 2021.

Important notice regarding the availability of proxy materials for the annual meeting of

stockholders to be held on June 1, 2016:May 21, 2021:

The proxy statement and our 20152020 annual report are available at

http:// www.edocumentview.com/RFP.www.astproxyportal.com/AST/RFP_EN.

The annual meeting is being held entirely online due to the public health impact of the coronavirus pandemic (COVID-19) and to allow us to proceed with the meeting while mitigating health and safety risks to participants. You will be able to attend and participate in the annual meeting online at https://web.lumiagm.com/295854943, where you will be able to listen to the meeting live, submit questions and vote your shares. You may also forward your questions in advance to ir@resolutefp.com, and the company will respond to as many appropriate questions as time permits during the meeting, to the extent relevant to the business of the meeting. Please make sure your email clearly identifies your name and whether you are a stockholder. To join the annual meeting, you will need to have your 11- or 13-digit control number, which is included on your notice of internet availability and proxy card and the following password: resolute2021. If you are not a stockholder of record, you must obtain a legal proxy from your intermediary institution and contact our transfer agent at proxy@astfinancial.com, at least five business days prior to May 21, 2021, to secure a proxy card with the 11- or 13-digit control number in order to vote your shares at the annual meeting.

By order of the board of directors,

Jacques P. Vachon

Corporate secretary

April 13, 2016 Montréal, Québec,9, 2021, Montreal, Quebec, Canada

TABLEOF CONTENTS

PROXY STATEMENT

This proxy statement is furnished in connection with the solicitation of proxies by Resolute Forest Products Inc. on behalf of our board of directors for the 20162021 annual meeting of stockholders. The annual meeting will be held online through a virtual web conference at https://web.lumiagm.com/295854943 on Wednesday, June 1, 2016,Friday, May 21, 2021, at 9:00 a.m. (Eastern), in the Espace Alcoa at the Centre des arts de Baie-Comeau, 1660 de Bretagne, in Baie-Comeau, Québec, Canada.. Proxy materials for the annual meeting are being mailed or will be made available on or about April 27, 2016.9, 2021.

When we use the terms “Resolute,” “the Company,company,” “we,” “us” and “our,” we mean Resolute Forest Products Inc., a Delaware corporation, and its consolidated subsidiaries, unless the context indicates otherwise.

Except for documents filed with the Securities and Exchange Commission, or the “SEC” and expressly incorporated by reference in this proxy statement, the information on the company’s website is not a part of, and is not incorporated by reference in this proxy statement.

QUESTIONSAND ANSWERS ABOUTTHE ANNUAL GENERAL MEETINGAND VOTING

What is the notice of internet availability and why did I not receive a full set of proxy materials?

Notice and Access Rules adopted by the SEC, allow companies to choose the method for delivering proxy materials to stockholders. We have again elected this year to use the Notice and Access Rules and therefore to mail a notice regarding the availability of proxy materials on the internet (the “notice of internet availability”) instead of sending a full set of proxy materials in the mail to our stockholders. This notice of internet availability will be mailed to our stockholders approximately on April 9, 2021, and our proxy materials will be posted on both our corporate website (www.resolutefp.com/Investors/Financial_Reports), the website referenced in the notice of internet availability as well as on http://www.astproxyportal.com/AST/RFP_EN on the same day. Utilizing this method of delivery expedites receipt of proxy materials by our stockholders and lowers the cost of the annual meeting. If you are a stockholder and would like to receive a paper or email copy of the proxy materials, you should follow the instructions in the notice of internet availability for requesting copies.

Who is entitled to vote at the annual meeting?

Owners of Resolute’s common stock at the close of business on April 8, 2016,March 23, 2021, the record date for the annual meeting, are entitled to receive the notice of annual meetinginternet availability and to vote their shares at the meeting. On that date, there were 89,513,33479,830,748 shares of common stock outstanding and entitled to vote and there were 3,279 holders of record.vote. Each share of common stock is entitled to one vote for each matter to be voted on at the annual meeting.

What is the difference between holding shares as a stockholder of record and through an intermediary?

You are a stockholder of record if you own shares of common stock that are registered in your name with our transfer agent, ComputershareAmerican Stock Transfer & Trust Company, N.A.LLC. If you are a stockholder of record, the transfer agent is sending these proxy materialsthe notice of internet availability to you directly. As a stockholder of record, you may vote at the annual meeting by attending the annual meeting online and following the instructions posted at https://web.lumiagm.com/295854943, or you may vote by proxy. To join the annual meeting, you will need to have your 11- or 13-digit control number, which is included on your notice of internet availability and proxy card and the following password: resolute2021.

If you hold shares of common stock indirectly through a broker, bank or similar institution (which we refer to as an “intermediary institution”), you are a “street name” holder and these materials arethe notice of internet availability is being sent to you by the intermediary institution through which you hold your shares. If you provide specific voting instructions by mail, telephone or the Internet,internet, your intermediary institution will vote your shares as you have directed. You are also invited to attend the annual meeting online at https://web.lumiagm.com/295854943. However, since you are not a stockholder of record, you may not vote your shares at the annual meeting by

attending the meeting online unless you request and obtain a legal proxy from your intermediary institution. If you obtain a legal proxy from your intermediary institution, you must contact our transfer agent at proxy@astfinancial.com at least five business days prior to May 21, 2021, to secure a proxy card with the 11- or 13-digit control number in order to vote. To join the annual meeting, you will also need the following password: resolute2021.

What do I need to do to attend the annual meeting?

Attendance atThe annual meeting is being held entirely online due to the public health impact of the coronavirus pandemic (COVID-19) and to allow us to proceed with the meeting while mitigating health and safety risks to participants. Stockholders of record as of March 23, 2021, will be able to attend and participate in the annual meeting online by accessing https://web.lumiagm.com/295854943. To join the annual meeting, you will need to have your 11- or 13-digit control number, which is generally limited to our stockholdersincluded on your notice of internet availability and their authorized representatives. All stockholders must bring an acceptable form of identification, like a driver’s license, to attendproxy card and the meeting in person. Iffollowing password: resolute2021.

Even if you hold your shares in street name and youdo plan to attend the annual meeting you must bring an account statement or other suitable evidenceonline, we recommend that you held shares of common stockalso vote by proxy as described herein as early as possible so that your vote will be counted if you decide not to attend the annual meeting.

An audio recording of the record dateannual meeting will be available on our annual meeting website at www.resolutefp.com/Investors after the meeting.

Access to the Audio Webcast. The live audio webcast of the annual meeting will begin promptly at 9:00 a.m. (Eastern) on May 21, 2021. Online access to the audio webcast will be admittedavailable approximately 60 minutes prior to the start of the annual meeting to allow time for you to log in and test the system. To attend the online annual meeting, you will need to log in at https://web.lumiagm.com/295854943. You will need your unique 11- or 13-digit control number, which appears on your notice of internet availability and the following password: resolute2021. In the event that you do not have a control number, please contact your intermediary institution as soon as possible, so that you can be provided with a control number and gain access to the meeting. For directionsPlease monitor our annual meeting website at www.resolutefp.com/Investors for any updates regarding our online annual meeting.

Submitting Questions. We will hold a live question and answer session in connection with the annual meeting. Stockholders may submit questions via our virtual shareholder meeting website at https://web.lumiagm.com/295854943. We intend to answer properly submitted questions that are pertinent to the annualcompany and the meeting you may contact our investor relations department by following the instructions on our website at www.resolutefp.com/investors.

Any representative of a stockholder who wishes to attend must present acceptable documentation evidencing his or her authority, suitable evidence of ownership by the stockholder of common stockmatters, as described above and an acceptable form of identification. Wetime permits. However, we reserve the right to limitedit profanity or other inappropriate language, or to exclude questions that are not pertinent to meeting matters or that are otherwise inappropriate. Questions and answers will be grouped by topic and substantially similar questions will be grouped and answered once. You may also forward your questions in advance to ir@resolutefp.com, and the numbercompany will respond to as many appropriate questions as time permits during the meeting, to the extent relevant to the business of representativesthe meeting. Please make sure your email clearly identifies your name and whether you are a stockholder.

Technical Assistance. If you experience technical difficulties joining the annual meeting or during the meeting please call (877) 283-0324 (toll free for any stockholder who may attendCanada and the meeting.U.S.) or (718) 921-8300 for assistance.

What methods can I use to vote?

If you are a registered holder, you may vote:

If you are a street name holder, you may vote:

What is a broker non-vote?

If you are a street name holder, you must instruct your intermediary institution how to vote your shares. If you do not, your shares will not be voted on any proposal for which the broker does not have discretionary authority to vote, which is referred to as a “broker non-vote.” In these cases, the broker can register your shares as being “present and entitled to vote” for purposes of determining the quorum but will not be able to vote on those matters for which specific authorization is required under, in accordance with the rules of the New York Stock Exchange, or “NYSE.”. Under those rules, your intermediary institution has discretionary voting authority to vote your shares on the ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm, even if it does not receive voting instructions from you. But the election of directors and the advisory say-on-pay vote are non-discretionary items, and they may not be voted upon by your broker without specific voting instructions from you. Accordingly, your shares would not be voted on these matters.

Is there a list of stockholders entitled to vote at the annual meeting?

A list of stockholders of record entitled to vote at the meeting will be available for inspection at the meeting and for the ten days before the meeting for any purpose germane to the meeting during ordinary business hours at Resolute Forest Products Inc., 111 Duke Street,Robert-Bourassa Boulevard, Suite 5000, Montréal, Québec, CanadaMontreal, Quebec, H3C 2M1, Canada from May 22, 2016,10, 2021, through May 31, 2016.20, 2021. During the annual meeting, the list of stockholders of record entitled to vote at the meeting will be available for inspection upon request at https://web.lumiagm.com/295854943.

What is the quorum for the annual meeting?

The presence of the holders of shares of common stock representing at least one-third of the voting power of all common stock issued and outstanding and entitled to vote at the meeting, in personparticipating online at

https://web.lumiagm.com/295854943 or by proxy, is necessary to constitute a quorum for the transaction of business at the annual meeting. Abstentions and broker non-votes are considered present for purposes of determining a quorum.

How will my shares be voted at the annual meeting?

At the meeting, the persons named in the proxy card or, if applicable, their substitute(s) will vote your shares as you instruct. If you sign your proxy card and return it without indicating how you would like to vote your shares, your shares will be voted:

Can I revoke my proxy?

If you are a stockholder of record, you can revoke your proxy before it is exercised by:

If you are a street name holder, you can submit new voting instructions by contacting your intermediary institution. All shares for which proxies have been properly submitted and not revoked will be voted at the annual meeting.

What are the voting requirements for the approval of each matter presented at the annual meeting?

Will my vote be confidential?

Yes. We have a policy of confidentiality in the voting of stockholder proxies. Individual stockholder votes are kept confidential, unless disclosure is necessary to meet applicable legal requirements to assert or defend claims for or against the Companycompany or made during a contested proxy solicitation, tender offer or other change of control situation.

Who will pay for the cost of this proxy solicitation?

We will pay the cost of soliciting proxies for the annual meeting. In addition to the solicitation of proxies by mail, solicitation may be made by certain of our directors, officers or employees telephonically, electronically or by other means of communication. Our directors, officers and employees will receive no additional compensation for any such solicitation. We will reimburse brokers and other similar institutions for costs incurred by them in mailing proxy materials to beneficial owners.

What information is available via the Internet?internet?

These documents can be found at www.edocumentview.com/RFP:http://www.astproxyportal.com/AST/RFP_EN:

Your proxy card or voting information form can also be found at the internet address mentioned on the notice of internet availability.

Can I obtain printed materials of the proxy materials?

Yes, follow the instructions on the notice of internet availability to receive printed proxy materials in time enough to vote your shares.

What should I do if I receive more than one set of votingproxy materials?

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards.materials. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction cardproxy materials for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you may receive more than one set of proxy card.materials. Please complete, sign, date and return by mail, or submit viafollow the Internet or by telephone,instructions on each proxy card and voting instruction cardof the notices of internet availability that you receive.receive in order to vote all of your shares. If you would like to consolidate multiple accounts at our transfer agent, please contact ComputershareAmerican Stock Transfer & Trust Company, N.A.LLC at (866) 820-6919(877) 283-0324 (toll free for Canada and the U.S.) or (781) 575-3100.(718) 921-8300.

What is “householding” and how does it affect me?

We have adopted a procedure, approved by the Securities and Exchange Commission, or the “SEC,,” called “householding,” pursuant to which stockholders of record who have the same address and last name and do not participate in electronic delivery of proxy materials will receive only one copyset of the notice of annual meeting, proxy statement and our 2015 annual report,materials, unless we are notified that one or more of these stockholders wishes to continue receiving individual copies. This procedure will reduce our printing costs and postage fees.

Stockholders who participate in householding will continue to receive separate proxy cards.notices of internet availability. Householding would not in any way affect dividend check mailings, if any. If you participate in householding

and wish to receive a separate copy of this notice of annual meeting and proxy statement,materials, or if you do not wish to continue to participate in householding and prefer to receive separate copies of these documents in the future, please contact our transfer agent.agent, American Stock Transfer & Trust Company, LLC, at (877) 283-0324 (toll free for Canada and the U.S.) or (718) 921-8300 (800- 937-5449 or 718-921-8300), or at 6201 15th Avenue, Brooklyn NY 11219. If you are a street name holder, you can request information about householding from your intermediary institution.

CORPORATE GOVERNANCEAND BOARD MATTERS

Corporate Governance Principles

The board has adopted a formal set of corporate governance principles and practices, which we refer to as the “corporate governance principles.” The purpose of the corporate governance principles, which are available on our website (www.resolutefp.com/about_us/corporate_governance), is to provide a structure within which directors can effectively pursue the Company’scompany’s objectives for the benefit of stockholders and supervise the management of the Company.company. The corporate governance principles are guidelines intended to serve as a flexible framework within which the board may conduct its business, and not as a set of legally binding obligations.

The corporate governance principles outline the board’s responsibilities and the interplay among the board and its committees in furthering the Company’scompany’s overall objectives. The corporate governance principles note the board’s role in advising management on significant issues facing the Companycompany and in reviewing and approving significant actions. In addition, the corporate governance principles highlight the principal roles of certain committees of the board, including:

Our corporate governance principles also include, among other things:

In 2020, the board adopted a formal written diversity policy both at board level and executive level. See “Director Qualifications, Nomination Process and Diversity Policy” below.

Director Independence

The Company’scompany’s corporate governance principles also include standards concerning the independence of board members. Those standards are designed to comply with those established by the SEC and the NYSE. They include the following:

On the basis of information solicited from each director, and upon the advice and recommendation of our human resources and compensation/nominating and governance committee, the board has determined that sevenat the date of this proxy statement five out of the Company’s ninecompany’s seven incumbent directors are independent, as defined in the NYSE’s corporate governance standards and our by-laws, namely: Michel P. Desbiens,Randall C. Benson, Suzanne Blanchet, Jennifer C. Dolan, Alain Rhéaume and Michael S. Rousseau. Richard D. Falconer, Jeffrey A. Hearn, Alain Rhéaume, Michael S. Rousseau and David H. Wilkins.

In determining Mr. Hearn’s independence, both the human resources and compensation/nominating and governance committee and the full board considered that Mr. Hearnwho ceased to be a director as of May 12, 2020, was engaged to provide consulting services on strategic projects being evaluated by the Company. The human resources and compensation/nominating and governance committee and the full board concluded that the limited nature of the services provided and the amounts paid to Mr. Hearn for such services (which did not exceed $10,000also independent, as defined in the aggregate in 2015) were not materialNYSE’s corporate governance standards and did not impair Mr. Hearn’s independence.

Code of Conduct

We have adopted a written code of business conduct that applies to all hourly and salaried employees, including our president and chief executive officer, chief financial officer and chief accounting officer, and to Companycompany directors. The code of business conduct establishes the fundamental ethical values and standards the Companycompany expects in the work and business activities of its employees, officers and directors.

Among other things, the code of business conduct requires that each employee and officer disclose any actual, potential or apparent conflict of interest in the manner set out in the code.

The Company’scompany’s corporate governance principles describe the policy concerning the disclosure, review and approval of conflicts of interest or related party transactions with respect to directors. The corporate governance principles, together with the code of business conduct, provide guidance to directors in handling unforeseen situations as they arise, and they provide that each director:

The code of business conduct is available on our website (www.resolutefp.com/about_us/corporate_governance). The Companycompany will post on its website any waiver or amendment to the code of business conduct.

Board Leadership Structure; Communication with Independent Directors

The Company’scompany’s business is managed under the direction of the board, with the board delegating the management of the Companycompany to the president and chief executive officer, working with other executive officers, in a manner consistent with the Company’scompany’s objectives and in accordance with its by-laws. This delegation of authority is not intended to minimize the board’s supervisory duties, as more fully set forth in our corporate governance principles.

As board chair, Mr. Martin presides over board meetings. Because he is not considered an independent director, pursuant to our by-laws, a majority of the independent board members selected Mr. Rhéaume, an independent director, to serve as the board’s lead director. His responsibilities as such include, among other things, chairing any meeting of the independent directors in executive session.

As indicated in the Company’scompany’s corporate governance principles, it is the Company’scompany’s current intent that the chair not also concurrently hold the position of chief executive officer and, accordingly, the positions are separated. This allows the chief executive officer to focus on managing the Company,company, and the chair, together with the lead director, to lead the board in providing advice to, and independent oversight of, management. We believe that this structure recognizes the time and effort that our chief executive officer is called to devote to his position, and facilitates the independent functioning of the board, thus enhancing the fulfillment of its oversight responsibilities, and setting the tone for the board in fostering ethical and responsible decision-making and sound corporate governance practices.

Stockholders and other interested persons that would like to communicate with the independent directors may send an e-mail to independentdirectors@resolutefp.com or send a written communication to: Resolute Forest Products Inc. Independent Directors, c/o Resolute Forest Products Corporate Secretary, 111 Duke Street,Robert-Bourassa Boulevard, Suite 5000, Montréal, Québec, Canada,Montreal, Quebec, H3C 2M1.2M1, Canada. The Company’scompany’s corporate secretary will forward those communications to the intended recipients and will retain copies for the Company’scompany’s records.

Regardless of the method of communication, no message will be screened or edited before it is delivered to the intended recipient(s), who will determine whether to relay the message to other members of the board.

Board’s Role in Risk Oversight

Management is responsible for assessing and managing risk, subject to oversight by our board. The board executes its oversight responsibility for risk assessment and risk management directly through its committees, as follows:

•

Environmental, health and safety committee. The environmental, health and safety committee reviews the Company’scompany’s outstanding and potential liabilities related to environmental, health and safety matters. It also reviews with management all significant environmental incidents or occupational accidents within the Companycompany and any event of material non-compliance. The committee monitors the Company’scompany’s relationships with external environmental, health and safety regulatory authorities, which are critical to our business operations. The committee also periodically reviews the company’s strategies, activities, policies and communications regarding sustainability and other related matters and makes recommendations to the board.

The board does not view risk in isolation. Risks are considered in virtually every business decision, including those related to the Company’scompany’s strategic plan and capital structure.

Director Qualifications, and Nomination Process and Diversity Policy

We believe that each director should possess high personal and professional ethics, integrity and values, an inquiring and independent mind as well as practical wisdom, vision and mature judgment. He or she should also have substantial training and experience at the policy-making level in business, government, or education and/or expertise that is useful to the Companycompany and complementary to the background and experience of other board members, so that an optimum balance of expertise among members on the board can be achieved and maintained. In light of other business and personal commitments, he or she should also be willing and able to devote the required amount of time to diligently fulfill the duties and responsibilities of board membership, and be committed to serve on the board over a period of years to develop knowledge about the Company’scompany’s operations.

With respect to the human resources and compensation/nominating and governance committee’s evaluation of nominee candidates, including those recommended by stockholders, the committee has no formal requirement or minimum standard for the evaluation of nominees. Rather, the committee considers each candidate on his or her own merits. But in evaluating candidates, some of the specific areas of expertise and experience that we believe to be important in light of our business are listed below; ideally, these areas should be represented by at least one board member:

The applicable aspects of each director’s experience, qualifications and skills that the board considered in their nomination in light of the foregoing are included in their individual biographies below. It is also desirable that each member of the board has recent experience as a member of the board of at least one other company, preferably a public company.

While When evaluating the performance of the board does not haveand its members, the human resources and compensation/nominating and governance committee also considers tenure and board renewal aspects.

In 2020, the board adopted a formal written diversity policy theboth at board level and executive level. The board and the human resources and compensation/nominating and governance committee advocate diversity in the broadest sense.sense, including diversity of experience, expertise and personal characteristics, such as the representation of men and women at the board level. Diversity is important because we believe a variety of points of view contribute to a more effective decision-making process. Although not specifiedWhile maintaining the appropriate mix of skills and experience reflecting the strategic needs of the business and the nature of the environment in which the charter,company operates, the human resources and compensation/nominating and governance committee shall actively seeksseek out a broad pool of candidates for board positions from diverse ethnic, race, gender and cultural background. The board will strive to maintain a minimum of 25% representation each of men and women. Currently there are two women on the board and with the proposed candidates all being elected at the annual meeting, the board will have a 29% representation of women.

The company also considers diversity of personal characteristics an important element within its executive leadership. Accordingly, diversity, inclusive of the representation of men and women, is a key factor in the company’s talent management strategy, which seeks to identify, mentor and develop current executives and

employees for more senior positions within the organization. As part of its mandate to monitor the talent management strategy, the human resources and compensation/nominating and governance committee ensures that policy objectives are applied when implementing the talent management strategy and when identifying and evaluating internal or external candidates for executive leadership positions.

Stockholders who wish to submit director candidates for consideration by our human resources and compensation/nominating and governance committee at the 20172022 annual meeting may do so by submitting in writing such candidates’ names, in compliance with the procedures and along with the other information required by our by-laws, to the corporate secretary, Resolute Forest Products Inc., 111 Duke Street,Robert-Bourassa Boulevard, Suite 5000, Montréal, Québec, CanadaMontreal, Quebec, H3C 2M1, Canada no earlier than March 3, 2017,February 20, 2022, and no later than April 2, 2017.March 22, 2022.

Meetings and Committees

The board met 11eight times in 2015.2020. No incumbent director attended fewer than 86%100% of the number of regular and special meetings of the board and no incumbent director attended fewer than 98.7 % of the aggregate number of regular and special meetings of the board and of the committees on which the director sits.

We expect each director to attend all regular board meetings, all meetings of the committee(s) on which the director sits and all annual and special meetings of stockholders. All the incumbent directors standing for reelection attended last year’s annual meeting of stockholders. For detailed attendance information for incumbent directors, please see their individual biographical information below.

The board has adopted a written charter for each of its four standing committees: the audit committee, the human resources and compensation/nominating and governance committee, the environmental health and safety committee and the finance committee. Each committee’s charter is available on our website at www.resolutefp.com/about_us/corporate_governance.

Audit Committee

The members of the audit committee are: Jennifer C. Dolan, Suzanne Blanchet, Alain Rhéaume and Michael S. Rousseau (chair). Richard D. Falconer Alain Rhéaume (chair) and Michael S. Rousseau.was also a member of the audit committee until May 12, 2020. The board has determined that each member of the audit committee is “independent” in accordance with the NYSE’s corporate governance standards, our by-laws and rule 10A-3 promulgated pursuant to the Securities Exchange Act of 1934, as amended, or the “Exchange Act.“Exchange Act.” The board has determined that each member qualified as an “audit committee financial expert” in accordance with SEC rules.

The audit committee oversees our financial reporting, internal controls and audit function process on behalf of the board. Its purposes and responsibilities include:

The audit committee met eight times in 2015.2020.

Environmental, Health and Safety Committee

The members of the environmental, health and safety committee are: Michel P. Desbiens, Jeffrey A. HearnSuzanne Blanchet (chair), Richard D. Falconer,Randall C. Benson, Jennifer C. Dolan and Bradley P. Martin and David H. Wilkins.Martin. The environmental, health and safety committee monitors the policies, management systems and performance of the Company’scompany’s environmental and occupational health and safety matters on behalf of the board.

The primary responsibilities of the environmental, health and safety committee include:

The environmental, health and safety committee met four times in 2015.2020.

Finance Committee

The members of the finance committee are: MichelRandall C. Benson (chair), Suzanne Blanchet, Bradley P. Desbiens,Martin, Alain Rhéaume and Michael S. Rousseau. Richard D. Falconer (chair), Bradley P. Martin and Alain Rhéaume.was also a member of the finance committee until May 12, 2020. The primary responsibilities of the finance committee include:

OurThe finance committee met four times in 2015.2020.

Human Resources and Compensation/Nominating and Governance Committee

The members of the human resources and compensation/nominating and governance committee are: Randall C. Benson, Jennifer C. Dolan, Jeffrey A. Hearn,Alain Rhéaume (chair) and Michael S. Rousseau (chair)Rousseau. Richard D. Falconer was also a member of the human resources and David H. Wilkins.compensation/nominating and governance committee until May 12, 2020. The human resources and compensation/nominating and governance committee’s primary responsibilities include:

The human resources and compensation/nominating and governance committee met fourfive times in 2015.2020.

Director CompensationDIRECTOR COMPENSATION

Director Compensation for 20152020

Cash Component

Compensation payable to the non-employee directors is based on an annual retainer fee, payable in cash in equal quarterly installments. The annual retainer fee has remained unchanged since 2011 at $75,000. In recognition of their added accountabilities, the board chair, lead director and committee chairs receive additional annual fees, payable in cash in equal quarterly installments. The additional annual fees also remained unchanged since 2011 at $150,000 for the board chair, $25,000 for the audit committee chair and $15,000 for the other committee chairs. The lead director receives an additional annual fee of $20,000. The Companycompany reimburses all directors for reasonable expenses incurred in connection with attending board and committee meetings. In response to the company’s capacity reduction for its wood products and paper segments due to the COVID-19 pandemic, the compensation committee recommended, and the independent members of the board approved, a quarterly retainer fee reduction of 15% for the non-employee directors for the second quarter. Effective for the third quarter, the full quarterly retainer fee was reinstated. The directors did not receive any additional fees to make-up for the 15% fee reduction during the second quarter.

Resolute Forest Products Outside Director Deferred Compensation Plan

Non-employee directors hadhave an opportunity to defer all or a portion of their cash fees under the director deferred compensation plan. Fees deferred pursuant to the director deferred compensation plan are credited as DSUs for Canadian directors and as RSUs for U.S. directors. The number of deferred compensation DSUs and RSUs is determined by dividingmultiplying 110% oftimes the amount of fees deferred and dividing this amount by the volume weighted average of the highest and lowest prices per share at which the Company’scompany’s common stock was traded on the NYSE on each of the five business days immediately before the date the fees would otherwise be paid, resultingpaid. This formula results in a 10% incentive (referred to in the director deferred compensation plan as the “premium“premium stock units”units”).

The following table describes how DSUs and RSUs are vested and paid under the director deferred compensation plan:

Equity Award Component

of “Cause”

•     Commission of a felony or a crime involving moral turpitude, or other material act or omission involving dishonesty or fraud

•     Engaging in conduct that would bring or is reasonably likely to bring the Company or any of its affiliates or subsidiaries into public disgrace or disrepute, or that would affect the Company’s or any affiliate’s or subsidiary’s business in any material way

•     Failure to perform duties as reasonably directed by the Company (which, if reasonably curable, is not cured within 10 days after notice thereof is provided to the director)

•     Gross negligence, willful malfeasance or a material act of disloyalty or other breach of fiduciary duty with respect to the Company, its affiliates or subsidiaries (which, if reasonably curable, is not cured within 10 days after notice is provided to the director)

Equity Component

In addition to the cash fee component of the directors’ compensation, to ensure the directors’ interests are aligned with those of the stockholders, we grant an annual equity-based awardsaward to each director. The 2015 annual2020 equity award was granted on February 16, 2015.settles in cash. The Human Resourceshuman resources and Compensation/Nominatingcompensation/nominating and Governance Committeegovernance committee (“compensation committee”) adheres to a policy that sets the annual grant date for director equitythe annual awards (whether granted as a stock-settled award or cash-settled award) as the eighth trading date after the release of fourth quarter earnings. For the 2020 cash-settled award, the grant date was February 11, 2020.

The 20152020 annual equitycash-settled award and its terms are highlighted in the Director Compensation table above and the accompanying footnotes. In addition to the terms noted above, the following table describes how the 20152020 annual equitycash-settled award is vested and settled:

The following table shows the total outstandingannual awards held by the directors at December 31, 2015. The option award represents the award granted to all directors except Ms. Dolan and Messrs. Desbiens and Martin upon the Company’s emergence from creditor protection proceedings. It was a one-time option grant and is not a part of the directors’ annual compensation program. The remaining awards were in the form of DSUs(DSUs for Canadian directors and RSUs for U.S. directors.directors) granted to the directors since their appointment on the board and the market value of each award at December 31, 2020. Each award had an initial grant value of $75,000. All awards are vested. At December 31, 2020, each active director continues to hold all shares settled for awards granted in prior years.The number of units below reflect the number awarded at grant plus dividend equivalents that were issued.

In addition, on January 9, 2011, and upon the company’s emergence from creditor protection proceedings, Messrs. Falconer, Rhéaume and Rousseau received a one-time option grant. The option award covered 9,302 shares with a $23.05 exercise price. The option was fully exercisable, but expired on January 9, 2021. Option awards are not a part of the directors’ annual compensation program.

Stock Ownership Guidelines

We have established stock ownership guidelines for directors to ensure that they are also stockholders, thereby aligning their interests with those of other Companycompany stockholders. Under the guidelines, each director must own shares or share equivalents of Companycompany stock equal to three times the annual cash retainer fee ($225,000 in total as of December 31, 2015)2020). For purposes of the guidelines, all shares directly owned and deferred stock units (whether DSUs or RSUs, and whether vested or unvested)unvested, and cash or stock-settled) are included in the calculation. Unexercised stock options are not included in the calculation. Until the stock ownership requirement is met, the guidelines require directors to hold all shares received upon settlement of stock units (excluding shares withheld for taxes)sold to pay taxes associated with settled shares) and a number of shares equal to 50% of any gain realized upon option exercise. In 2017, the compensation committee updated the guidelines to require a director who does not meet the guidelines to purchase shares or share equivalents with the net proceeds of any cash-settled awards. To determine whether a director has met the stock ownership requirement, the shares or share equivalents held by each director will beare calculated on the basis of the higher of the (i) price at time of settlement and (ii) fair market value of the common stock at the time of measurement, while share equivalents are calculated on the basis of the higher of the (i) price at time of grant and (ii) fair market value of the common stock at the time of measurement.

As of December 31, 2015, Messrs. Falconer and Martin2020, all members of the board of directors, except Ms. Blanchet, own sufficient shares or share equivalents to meet the stock ownership requirement, based on the December 31, 2020 per-share closing price of $7.57.$6.54. Ms. Dolan and Mr. Desbiens continueBlanchet continues to hold theirher shares or share equivalents pursuant to the guidelines, but did not meet the stock ownership requirement as of December 31, 20152020, given theirher shorter tenure on the board and the change in stock price. The

On September 16, 2015, Resolute Forest Products Inc. acquired 2,000,000 shares of its common stock in a single open market block transaction under its existing share repurchase program. The total purchase price was $18.7 million. According to a Schedule 13G/A filed on September 16, 2015, the seller was Steelhead Navigator Master L.P., a beneficial holder of approximately 7.7% of our shares of common stock then outstanding after giving effect to the transaction.

EXECUTIVE COMPENSATION

Compensation Discussion & Analysis

Executive Summary

This Compensation Discussion and Analysis, or “CD“CD&A,,” summarizes our executive compensation philosophy and programs, the decisions made under those programs and any changes made to reflect our business objectives. While the executive compensation program is generally applicable to the president and chief executive officer and allthe senior vice presidents,management, this CD&A focuses on the compensation of our “named executive officers” for 2015:2020:

Messrs. PichéMr. Laflamme stepped down and Tremblay joinedretired from the Company’sposition of president and chief executive teamofficer effective as of 11:59 PM on February 5, 2014, each as senior vice president, pulp28, 2021. On March 1, 2021, Mr. Lalonde was appointed to this position. These events were disclosed in a Form 8-K filed on November 10, 2020. Mr. Lalonde and paper operationsthe company finalized the terms of his employment and shared oversight ofchange in control agreements after the Company’s pulpcompany’s Form 10-K was filed on March 1, 2021. In accordance with SEC rules, this CD&A and paper operations until June 1, 2015, reporting to Mr. Garneau. In connection with the Company’s announcement on June 1, 2015 to enter the North American consumer tissue market, the Company made some changes to the executive team. The board of directors appointed Mr. Piché as senior vice president for the tissue group giving him the responsibility to lead the Company’s new strategic business while continuing to oversee three pulp and paper mills. The board of directors appointed Mr. Tremblay as senior vice president for the pulp and paper group and significantly expanded his responsibilities and team. They both continue to report to Mr. Garneau.

The human resources and compensation/nominating and governance committee (referred to as the compensation committee in this Executive Compensation section) maintained the executive compensation program for 2015 as highlightedinformation provided in the “Tabular Disclosure of Executive Compensation” following tablethe CD&A describe the compensation in effect for their respective positions in 2020. However, because Mr. Laflamme stepped down and discussedretired in greater detail2021 and the announcement was made in this CD&A.2020, the information provided under “Severance and Change in Control Arrangements” describes the actual payments made upon his termination.

		Total Direct Compensation								Indirect Compensation
Program		Base Salary		Annual Incentive Compensation		Long-term Incentive Compensation		DC Make-Up Program		Perquisites and General Benefits
Purpose		•   Attracts and retains executives with an assured level of cash •   Reviewed annually and adjusted for increased accountabilities and performance		•   Rewards attainment of specific, measurable and bottom-line oriented company performance measures •   Set at a percentage of base salary with threshold, target and maximum payout opportunities •   Rewards demonstrated individual effectiveness and remarkable initiatives namely behaviors that enhance overall corporate performance		•   Motivates and retains executives to achieve long-range goals •   Aligns executives with shareholder interests •   Award values based on a target percentage of salary •   50%/50% mix between RSUs and PSUs •   RSUs vest ratably over 4 years •   PSUs payable upon attainment of performance measures and employment on vesting date		•   Provides, on a current basis, an amount in cash, equal to the company contributions in excess of statutory limits under the tax-qualified defined contribution plans •   For Canadian executives, also provides an amount equal to the employer contribution for the STIP, which is not pensionable pursuant to the Canadian registered tax-qualified defined contribution plans •   Absence of deferral feature and ability to accumulate retirement income		•   Fixed perquisite allowance to give executives flexibility in selecting perquisites that suit their individual situations •   Allowance caps the cost of perquisites •   Tax-equalization program for non-Canadian executives •   Offers competitive benefits that include benefits offered to all full-time employees
PerformancePeriod		-		1 Year		3 Years (PSUs)		-		-
				Payout Moderately at Risk		Payout Highly at Risk

ObjectivesOverview of Compensation Program

Our executive compensation program is designed to meet the following objectives:

To further these objectives, the following chart shows the primary compensation elements, which are further detailed under “Elements of Our Executive Compensation Program.”

In developing the executive compensation program, the compensation committee incorporates best practices, including the following:

Executive Compensation Process

Role of the Compensation Committee

The compensation committee independently assesses the performance goals and objectives of the president and chief executive officer and makes recommendations to the board as to the amounts and individual elements of his total compensation. The independent directors of the board ultimately approve the final compensation package for the president and chief executive officer. For the senior vice presidents,other named executive officers, the compensation committee evaluates and approves all elements of total compensation. The compensation committee exercises discretion as needed for a given executive’s compensation.

Since 2014, the company implemented and uses an integrated leadership system designed to increase organizational capabilities. The leadership system is designed to:

By focusing on providing the right tools for individual success, the company strives to provide its employees with the means to reach their full potential and, therefore, enhance shareholder value, product quality for our clients, and the health and safety of our employees.

As part of this system, each year, the named executive officers reporting to the president and chief executive officer are appraised on three elements: mastery of their basic roles, remarkable initiatives and behaviors that can have an adverse effect on their own effectiveness or on the team. The appraisal reviews also identify areas for improvement. These reviews influence the adjustments made to the compensation amounts of these named executive officers.

Role of the Independent Compensation Consultant

Consistent with its authority under its charter, the compensation committee selects and retains its own independent advisors to provide guidance on the competitiveness and appropriateness of the compensation programs for the president and chiefnamed executive officer and all senior vice presidents.officers. For 2015,2020, the compensation committee retained Hugessen Consulting to provide this advice. In 2015,2020, Hugessen Consulting’s aggregate fees were $16,202$19,688 (converted from Canadian dollars to U.S. dollars based on the average exchange rate for 2015,2020, or $0.7816)$0.7462).

As more fully described below, Hugessen Consulting assists the compensation committee in benchmarking certain elements of the executive compensation program against the Company’scompany’s comparator groups (described below) and advises on the risk elements of the program. Hugessen also provides management advice on these matters, as directed by the chair of the compensation committee. While internal and external information and advice have been used in the ongoing assessment of the executive compensation programs, the compensation committee and the independent members of the board retained the full responsibility for all decisions related to the Company’scompany’s compensation programs and plans as well as their implementation.

To this end,Role of Management

The compensation committee and the president and chief executive officer meet to discuss his performance against the objectives established for him in the beginning of the year. The compensation committee reviews his performance and shares its evaluation with the president and chief executive officer.

The president and chief executive officer provides the compensation committee with his feedback on the performance of the other named executive officers. While the compensation committee considers the president and chief executive officer feedback and any recommendations, the compensation committee makes the final determinations of the compensation decisions for the named executive officers.

Timing of Compensation Decisions

The compensation committee evaluates total direct compensation (comprising of base salary and short-term and long-term incentives) against the median level of the Company’scompany’s comparator groups. It makes its compensation decisions on various elements at different times in the year:

2015 2020 Say-on-Pay Vote

Stockholders approved our executive compensation with over 99%91.67% of the votes cast in favor of the non-binding resolution approving executive compensation, or the “say-on-pay”“say-on-pay” vote, at the 20152020 annual meeting of stockholders.

Setting Compensation Levels—Levels — Benchmarking Data

Our executive compensation structure adheres to a pay-for-performance framework with a mix of cash and non-cash elements. There is no formal policy for allocating a certain percentage of pay between cash and non-cash or short-term or long-term pay. The compensation committee favors a mix that is more weighted to variable pay through a short-term cash incentiveSTIP and a long-term, equity incentive,LTIP, which puts a significant portion of compensation at-risk.at risk. The following shows the intended mix for the three main elements of pay since 2011. pay.

President and Chief Executive Officer		All Other Named Executives

The weighted mix, as shown below,above, is based on the following assumptions: (i) base salary is the salary in effect at December 31, 2015;2020; (ii) the 2015a 2020 STIP at target payout of 100% of base salary; (iii) the value of the annual equity grants (described below) is based on 125% of base salary (225% for the president and chief executive officer)officer (including Mr. Lalonde in anticipation of his March 1, 2021, appointment)); and (iv) parityassuming a fixed exchange rate between the Canadian and U.S. dollars.dollars throughout the year.

		Total Direct Compensation
Level		Base Salary				Short-Term Incentive (at Target Payout)				Long- Term Incentive
President and chief executive officer			23.5	%			23.5	%			53.0	%
All other named executive officers			31.0	%			31.0	%			38.0	%

The compensation committee annuallyregularly assesses the competitiveness of aggregate total direct compensation (base salary, target short-term incentive and long-term incentives) and each element individually for the president and chiefnamed executive officer and all senior vice presidents.officers. To make this assessment, the compensation committee uses market data based on two comparator groups. In 2014, the compensation committee worked with Hugessen to review the comparator groups and provide market data for benchmarking aggregate total direct compensation and each individual element. The compensation committee historically updated the market data every year, but beginning in 2015, the compensation committee will update the information every two years. As a result, for 2015, in consultation with Hugessen, the compensation committee used the 2014 market data, adjusted by 3%. The compensation committee will reassess the comparator groups and update the market data in 2016.

For reference in 2014, the primary comparator group consisted of 10 industry peers (“industry comparator group”). The second comparator group consisted of a blend of 14 Canadian companies and 38 U.S. companies that were part of Willis Towers Watson’s databank and selected based on industry (the forest and paper products industry) and revenues in certain commodity and other industrial industries (“blended comparator group”). Three companies appeared in both the Canadian and U.S. company comparator groups. The 38 U.S. companies in the blended comparator group also included four of thegroups: an industry comparator group companies.

The industryand a blended comparator group for 2014 was comprised of the following eight U.S. companies and two Canadian companies in the pulp and paper, wood products and packaging sectors:group.

The compensation committee updates the information regularly, with the last update in 2018. In consultation with Hugessen, because the compensation committee reassessed the comparator groups and market data in 2018, the compensation committee used the 2018 comparator group market data, as adjusted for 2019. The adjusted 2019 was increased by 1.75% when making its compensation assessments in 2020.

While total direct compensation for each named executive officer was compared against both comparator groups each time a comparable position existed in both groups, the compensation committee assessed compensation adjustments against the industrya given comparator group for the following positions: president and chiefeach named executive officer; senior vice president, pulp and paper group; and senior vice president, wood products, procurement and information technology. The industry comparator group was appropriate for these positions because the positions require specific knowledge of the forest products industry to implement the Company’s strategic plans. Whenofficer. In addition, when benchmarking to the industry comparator group, the position for the president and chief executive officer was matched with the chief executive officer at the comparator companies. The senior vice president, pulp and paper group and senior vice president, wood products, procurement and information technology were matched with the next two highest paid named executive officers (after the chief executive officer and chief financial officer) among the comparator companies as well as on position.

The blended comparator group was used for the senior vice president and chief financial officer because this position performs corporate functions and has a skill set that is transferable across industries. As a result, the blended comparator group was appropriate for this position. When benchmarking to the blendedeither comparator group, the comparison was made based on position.

In addition,position, on a currency neutral basis, and against the blended comparator group was usedmedian for the senior vice president, tissue group, because a comparable position was not available in the industryrespective comparator group.

The following chart shows the resulting comparisons against the respective comparator group, using salary levels in effect beforeafter the June 2015August 2020 base salary adjustments described further below underBase Salary.

Elements of Our Executive Compensation Program

The following highlights the elements of the Company’scompany’s executive compensation program and the basis for the elements:elements.

Base salary

We provide senior managementnamed executive officers with a level of assured cash compensation in the form of base salary. The compensation committee considers future adjustments in base salary as a result of changes in accountabilities and performance, including progression in mastery of the defined roles, or if other circumstances warrant a change in base salary. When considering base salary adjustments, the compensation committee takes into account each named executive officer’sthe demonstrated effectiveness appraisal rating for performingof the expected duties of their defined roles. Among other things, the appraisal reviews and assesses each named executive officer’s masteryofficers reporting to the president and chief executive officer.

In response to the company’s capacity reduction for its wood products and paper segments due to the COVID-19 pandemic, the compensation committee recommended, and the independent members of his or her roles and identifies areasthe board approved, base salary reductions ranging from 5% to 15% for improvement.the named executive officers effective from April 1, 2020 through June 30, 2020. Effective July 1, 2020, the base salary levels that were in effect before April 1, 2020 were reinstated. The named executive officers did not receive any additional base salary to make-up for the base salary reductions that were in effect during the second quarter.

When assessing the annual adjustments, the compensation committee also considers the base salary ranges for ourthe comparator groups to assess each officer’s proximity to the median for the comparator groups. As noted above, when determining the 2015 base salary adjustments, the compensation committee reviewed the 2014 market data, adjusted by 3%. The benchmarking data showed that the base salary levels continued to be below the median level, based on the respective comparator group, for all named executive officers.

Following the compensation committee’s review of the benchmarking data and itsthe performance assessment for all named executive officers, the compensation committee recommended, and the independent members of the board approved, effective JuneAugust 1, 2015,2020, base salary adjustments for the named executive teamofficers as follows: a 10%1.75% base salary increase for Messrs. Laflamme and Vachon, a 1.50% base salary increase for Messrs. Lafave and Tremblay and a 11.89% base salary increase for Mr. Garneau, 4%Lalonde. When Mr. Lalonde was appointed senior vice president and chief financial officer in 2018, his base salary increase for Ms. Longworth, and 5%was established at a level materially lower than the peer group benchmark. While a further adjustment was made in 2019, Mr. Lalonde’s base salary increase forremained materially lower than the peer group. The 2020 salary adjustment was intended to narrow the gap between Mr. Laflamme. Messrs. Piché and Tremblay receivedLalonde’s base salary increases of 9.2% and 17.6%, respectively, primarily for recognition of their increased responsibilities. Specifically, Mr. Piché’s base salary increase recognized his new role in leading the tissue group, the Company’s new strategic business, and his continued oversight of three pulp and paper mills, while Mr. Tremblay’s base salary increase recognized that his responsibilities were significantly expanded to include oversight of the pulp and paper business unit (namely, with the exception of the pulp and paper mills under Mr. Piché’s direction, the remaining pulp and paper mills as well as pulp and paper sales and marketing). In addition, Mr. Tremblay’s responsibilities include a range of operational support functions such as operational excellence, engineering, energy, production planning, logistics, and customer service for the pulp and paper operations.

Because the executive team resides in Canada and the U.S.,benchmark.

The compensation committee established a currency policy in 2014 the independent members of the board of directors approved a new currency policy to address currency fluctuations that can impact parity among its named executive team. It also allows for smoother benchmarking to comparator companies that are paid in U.S. dollars. Specifically, baseofficers. Base salary is established assuming parity in the Canadian and U.S. dollars, with a portion paid in Canadian dollars and a portion paid in U.S. dollars based on the geographic location of the Company’scompany’s pulp, paper and papertissue production capacity as of the prior December 31. As a result, for 2015, 52%2020, 68.9% of an executive’s salary was paid in Canadian dollars and 31.1% in U.S. dollars. Except for Mr. Laflamme who is paid in U.S. dollars, and 48% in Canadian dollars. Thethe numbers shown in the Summary Compensation Table have been converted to U.S. dollars at exchange rates disclosed in the footnotes to the table. For 2016,2021, the portion of base salary paid in Canadian dollars versus U.S. dollars versus Canadian dollars changed slightly to 53%will be 63.5% and 47%36.5%, respectively, based on the geographic mix of the Company’scompany’s pulp, paper and papertissue production capacity as of December 31, 2015.2020.

20152020 STIP

The annual short-term incentive plan awards allrewards the eligible named executive officers for the achievement of the following performance measures that reflect the Company’scompany’s business strategy and factors driving shareholder value:

The 2020 STIP did not reward individual performance and instead remainedprimarily focused on rewarding corporate performance. The 2015 STIP mirrored the 2014 STIP in design. A key feature of the 2015 STIP balanced stockholder return with rewarding individuals for achieving our business objectives. Specifically,objectives while balancing stockholder return.

To determine the 2015full STIP contained an overall limitpayout, two amounts are determined – one amount is attributable to achievement of company performance goals and a second amount is attributable to individual performance. The two amounts are added together for a final STIP payout amount.

To determine the amount attributable to achievement for the company performance goals, the eligible named executive officer’s STIP compensation target is first multiplied by the actual percentage payout for the company performance metrics. This amount is further multiplied by 85%.

To determine the amount, if any, attributable to individual performance, the eligible named executive officer’s STIP compensation target is multiplied by the actual percentage payout for the company performance metrics and by a percentage up to 30% reflecting the executive’s individual payout factor. The individual payout factor is qualitative and is based on the executive’s achievement of goals, exceptional personal or team contribution or results, level of demonstrated effectiveness in the role and remarkable initiatives, subject to the individual performance STIP pool. For the eligible named executive officers and other senior vice presidents, the individual performance STIP pool is the sum of all eligible executives’ base salary, multiplied by the actual achievement of the company performance metrics, further multiplied by 15%.

For 2020, the total amount that could be paidpayable to allthe eligible named executive officers and the other senior vice presidents, as well to certain other eligible employees as a short-termfor the portion of their incentive attributable to the achievement of business objectives, is further limited to 5% of free cash incentive under the planflow. The limit applied even if performance was met. This limit remained set at 7% oflevels were achieved. For this purpose, free cash flow which is defined as net cash provided by operating activities, less asset maintenance safety and environmental capital expenditures, adjusted for cash reorganizationspecial items.

Unless the compensation committee determines otherwise, named executive officers remain eligible for prorated awards if they retire during the year or are terminated other than for cause after July 1, 2020. Named executive officers who voluntarily resign or are terminated for cause before payment is made will not be eligible. The company may adjust financial and restructuring costs, additional pension contributions toward past servicecost metrics, and may adjust any and all awards in its discretion. Awards are discretionary and subject to modification until they are made, including increases, decreases, cancellations, deferrals and other special items.

conditions, even if performance levels have been met. For the president and chief executive officer and all senior vice presidents, including alleligible named executive officers, payout levels were established as a percentage of base salary (as in effect on December 31, 2015)2020). No officer or individual was guaranteed a minimum payout under the 20152020 STIP. The 20152020 STIP also provided authority to the compensation committee to adjust or cancel awards under the 20152020 STIP at its discretion.

The table below sets forth the performance measures approved by the compensation committee for the 20152020 STIP that apply to the eligible named executive officers, the associated weight given to each measure and the business objective to which it relates.

AllThe eligible named executive officers earned a 2015 STIP2020 award at 58.25%139% of their annual base salary based on weighted company performance measures. As a result of the overall limit of 7%5% of free cash flow limit on the 2015STIP payout to certain eligible employees, the respective 2020 STIP payouts based on company performance metrics were reduced to 47.82%as shown in the table below. The STIP amounts set forth in the Summary Compensation Table reflect the full value of each eligible named executive officer’s annual base salary.STIP award, including the amount attributed for individual performance.

Since 2013, Mr. Garneau has accepted payment of his STIP awards. However, in his initial years of serving as president and chief executive officer, he declined payment of an aggregate $1,202,712, which representedOn February 3, 2021, the amount he earned for his 2011 and 2012 STIPs.

The compensation committee designed the 2015 STIP to reward corporate performance only and decided not to have any portionindependent members of the 2015board approved the 2021 STIP payable on individual performance measures. The 2016 STIP mirrors the 2015 STIP for corporate performance based onwith substantially the same performance measures and associated weightings.for corporate performance as the 2020 STIP. For the 2021 STIP, income from operations

In 2014,was retained as a performance measure but with a reduced weighting, from 55% to 40%. The independent members of the Company launched a strategic organization initiative focused on implementing an integrated leadership system designed to increase organizational capabilities.

The new leadership system is designed to:

By focusing on providing the right tools for individual success, the Company strives to provide its employeesboard approved three additional metrics with the means to reach their full potentialfollowing weightings: productivity (7%), fixed costs (4%), and therefore, enhance shareholder value, product quality for our consumers, and the health and safetyusage of our employees.variable components (4%).

As part of this system, each year, the named executive officers are appraised on three elements: mastery of their basic roles, remarkable initiatives and behaviors that can have an adverse effect on their own effectiveness or of the team (known as “disruptive behaviors”). They are provided a rating from 0 to 3 for each element called “Demonstrated Effectiveness Appraisal” or DEA rating. Definitions and criteria have been developed to assess the appropriate rating. A named executive officer’s DEA rating for mastery of their basic role and disruptive behaviors can impact their annual base salary adjustments. However, while the DEA rating for remarkable initiatives does not drive base salary increases, it can be the basis for an individual discretionary award.

Individual Discretionary Awards

The independent members of the board of directors have historically focused on rewarding achievement of certain levels of performance based on corporate measures under the short-term incentive plan. With the implementation of an integrated leadership system, they have decided toconsidered whether they should exercise their discretion in granting cash awards for individual performance on a limited basis. When granted, the awards are discretionary and intended to reward those who have a high DEA rating foreffectiveness in an individual’s role and/or remarkable initiatives. Remarkable initiatives are measured based on three criteria: intensity, integration and innovation. However, atAt management’s recommendation, the committee did not approve any individual discretionary awards be granted to the named executive team membersofficers for 2015.2020.

Equity AwardsLTIP

The compensation committee grants equity awards as a long-term incentive and a significant portion of an executive’s total compensation package. With a significant portion of compensation tied to equity, executivesthe compensation committee believes that named executive officers can stay focused on maximizing stockholder value over the long term. UntilSince 2014, the compensation committee favored an equity mix of 50% in stock options and 50% in RSUs. Stock options allowed executives to share in the appreciation of the stock price and align their interests with shareholders. In 2014, to further align the compensation program with best practices and enhance its pay for performance philosophy, the compensation committee replaced stock options with PSUs and retained the grant of RSUs. As a result, the 2015 annual equity award consists of an equity mix of 50% in RSUs and 50% in PSUs.performance share units (“PSU”s). This combination emphasizes (i) the retention element of RSUs and PSUs and, in addition, for PSUs,the equity awards, (ii) the “at risk” nature of a portion of athe equity awards, and (iii) the tie to company performance for the PSUs.

For the named executive officer’s compensation.officers, the compensation committee made an annual equity award grant at its October 2020 meeting. It has a policy to set the grant date for annual awards in advance without regard to anticipated earnings or other major announcements and as a precaution against potential claims that equity awards are made at a time when the company and named executive officers are in possession of material non-public information. The compensation committee policy sets the grant date for the named executive officers’ annual awards as the eighth trading date after the release of third quarter earnings. This year’s annual equity award was approved by the independent members of the board with a November 16, 2020 grant date.

The size of the equity awards areis based on a percentage of salary taking into account market data.salary. While the compensation committee has discretion to adjust the size of the equity awards for an executive’s performance, the compensation committee chose not to exercise this discretion in respect of the 20152020 annual equity award. Since 2013, based on the compensation committee’s recommendation to the board and theThe independent members of the board approval,granted Mr. Garneau has acceptedLaflamme an annual equity award with a value equal to 225% of his base salary. However, similar to the 2011salary and 2012 STIP awards, Mr. Garneau requested that the compensation committee not recommend an equity award for him in either 2011 or 2012. The compensation committee honored those requests. The independent members of the board granted the other named executive officers, except Mr. Lalonde, equity awards with a value equal to 125% of their base salaries.

Since 2011, the compensation committee has made In recognition of Mr. Lalonde’s appointment as chief executive officer, Mr. Lalonde received an annual equity award grant at its October meeting. This year’s annual equity award was approved with a November 9, 2015 grant date.value equal to 225% of the base salary established for his new role.

The equity awards for the named executive officers are stock-settled and are subject to certain individual stock limits under the LTIP as an anti-dilution measure. The number of RSUs and PSUs awarded under the 20152020 annual equity grant for the named executive officers was determined by dividing 50% of the dollar value of the equity award by the volume weighted average of the highest and lowest prices per share at which our common stock was traded on the New York Stock Exchange on each of the five business days immediately before the November 9, 201516, 2020 grant date.date, or $4.97. However, using this formula, the number of RSUs and PSUs covered by Mr. Laflamme’s equity award would have exceeded the LTIP individual stock limits. As a result, Mr. Laflamme’s awards for 2020 were limited to 200,000 RSUs and 200,000 PSUs. To allow Mr. Laflamme to realize the full potential of his award value, the independent members of the board also granted Mr. Laflamme a cash-settled RSU award covering 24,940 RSUs.

The compensation committee favors grantingstock-settled RSU award will vest 25% on December 1 of each of the award later infour calendar years after the year to allowof grant for a 48 month vesting period. Mr. Laflamme’s cash-settled RSU will vest, ratably, on December 1 of each of the management team to demonstrate effectiveness before receiving an equitythree calendar years after the year of grant and hasfor a policy to set36 month vesting period (see the annual grant date in advance without regard to anticipated earnings or other major announcements and as“Potential Payments Upon Termination” for a precaution against potential claims thatdescription of the applicable terms of the equity awards are madein connection with Mr. Laflamme’s departure on February 28, 2021). The three calendar year vesting period for cash-settled RSUs is intended to comply with Canadian tax law. For each vested cash-settled RSU at a time whensettlement, Mr. Laflamme will receive an amount in cash equal to an average market value. For this purpose, average market value is equal to the Company and named executive officers are in possession of material non-public information. The compensation committee policy sets the annual grant date for management awards as the eighth trading date after the releasevolume weighted average of the third quarter earnings.