The ~~2017~~2020 Annual Meeting of ~~the~~ Shareholders (“Annual Meeting”) of P. H. Glatfelter Company ~~(the~~(“Glatfelter” or the “Company”), a Pennsylvania corporation, will be held on Thursday, May ~~4, 2017~~7, 2020 at 9:8:00 a.m., to consider and act ~~upon the following items:~~on:

Only holders of record of the Company’s common stock at the close of business on March ~~10, 2017~~17, 2020 (the “Record Date”), will be entitled to notice of, and to vote at, the Annual Meeting.

It is important that your shares be represented and voted at the Annual Meeting. Whether you plan to attend the Annual Meeting or not, please vote your ~~proxy~~shares by telephone at ~~1-800-652-VOTE (8683),~~1-800-690-6903, online at ~~http://www.investorvote.com/GLT~~www.proxyvote.com or by completing and signing the enclosed proxy card and returning it promptly in the enclosed envelope (requiring no postage if mailed in the U.S.). If you choose, you may still vote in person at the Annual Meeting, even if you previously voted by telephone, internet or mail.

~~IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2017 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 4, 2017:~~ ~~P. H. Glatfelter Company’s proxy statement for the 2017 Annual Meeting of Shareholders and 2016 Annual Report are available via the Internet at~~ ~~www.glatfelter.com/about_us/investor_relations/sec_filings.aspx~~

~~The 2017 Annual Meeting of Shareholders will be held on Thursday, May 4, 2017, at 9:00 a.m., at the York County History Center, Historical Society Museum, 250 East Market Street, York, PA 17403.~~

Only shareholders of the Company’s common stock on the Record Date may attend the Annual Meeting, and those shareholders attending in person must present an admission ticket or other proof of stock ownership to be admitted to the Annual Meeting. For example, a shareholder may present an account statement or a letter from his/her bank or broker confirming that the shareholder owned Company common stock on the Record Date.

~~What is the difference between a registered shareholder and a beneficial owner?~~

If your shares are registered in your name in the records of our transfer agent, Computershare, you are a “registered shareholder,” also sometimes called a shareholder (or stockholder) of record. If you are a registered shareholder, we sent this Notice directly to you.

If your shares are held in the name of your broker or bank, your shares are held in “street name” and you are considered the “beneficial owner.” This Notice has been forwarded to you by your broker, bank or other holder of record, who is considered the shareholder of record for those shares. As the beneficial owner, you have the right to direct your broker, bank or other holder of record how to vote your shares by following the voting instructions included in the mailing.

You are receiving these materials because, as a shareholder, the Company is soliciting your vote on matters to be considered at the 2017 Annual Meeting. No director of the Company has informed the registrant in writing that he or she intends to oppose any action. The Notice of Annual Meeting, this proxy statement, the accompanying proxy card and our 2016 Annual Report to shareholders, were first sent or given on or about March 30, 2017. Please read this proxy statement and vote your shares by mailing the attached proxy card, voting online, by telephone or in person at the Annual Meeting. The Board has appointed directors Richard C. Ill and Ronald J. Naples, or either of them (the “Proxy Holders”) with power of substitution, to vote all properly executed proxies received from shareholders entitled to vote at the Annual Meeting or at any adjournment of the Annual Meeting.

Shareholders of record as of the close of business on March 10, 2017, the Record Date, may vote at the Annual Meeting. At the close of business on March 10, 2017, there were 43,558,387 shares of the Company’s common stock issued and outstanding and eligible to vote at the Annual Meeting.

~~If you are a registered shareholder~~. If you hold your shares in your own name as a holder of record, you may vote in person at the Annual Meeting or instruct the proxy holders named in the enclosed proxy card how to vote your shares. You may vote your proxy by telephone at 1-800-652-VOTE (8683), online at http://www.investorvote.com/GLT or by completing and signing the enclosed proxy card and returning it promptly in the enclosed envelope (requiring no postage if mailed in the United States). Please make certain you mark, sign and date your proxy card prior to mailing. All valid proxies received and not revoked prior to the Annual Meeting will be voted in accordance with your instructions.

If you ~~are a beneficial owner. If your shares are held by a brokerage firm, bank or other nominee (i.e., in “street name”),~~choose, you ~~should receive directions from your bank or broker that you must follow in order to have your shares voted.~~

If a shareholder of record signs and returns the accompanying proxy card, but does not make any selections, the Board’s appointed Proxy Holders will have discretion to vote the shareholder’s shares on behalf of the shareholder at the Annual Meeting as recommended by the Board.

If a shareholder’s bank or broker does not receive the shareholder’s instructions on how to vote the shareholder’s shares on a non-routine matter, the shareholder’s bank or broker will inform the Company it does not have the beneficial owner’s authority to vote on the non-routine matter. We encourage beneficial shareholders to provide voting instructions to the bank, broker or agent holding their shares by carefully following the instructions in the notice provided by the shareholder’s bank, broker or agent.

Shareholders of record can revoke their proxy at any time before their shares are voted if they (1) deliver a written revocation of their proxy to the Company’s Secretary; (2) submit a later-dated proxy (or voting instruction form if they hold their shares in street name); or (3)still vote in person at the Annual ~~Meeting. Shareholders who~~Meeting, even if you previously voted by telephone, Internet or mail.

The health and safety of our shareholders, directors, officers, employees, other attendees, and the public at large, are ~~beneficial owners should follow~~our most important concerns. We presently intend to hold our Annual Meeting in person. However, in light of the ~~instructions provided by their respective broker or bank~~public health and safety concerns associated with the current coronavirus (COVID-19) outbreak, we may elect under our By-laws to change ~~their vote.~~

~~What is~~ the ~~required quorum~~Annual Meeting location and hold it solely via remote communications, also known as a “virtual meeting,” rather than at a physical location. In that case, you would not be able to ~~hold~~attend the Annual Meeting physically, and the Company will provide reasonable advance notice of that decision, as well as instructions on how to attend the virtual Annual Meeting, through a press release and Securities and Exchange Commission filing. We will also provide this ~~Annual Meeting?~~

As of March 10, 2017, 43,558,387 shares of the Company’s common stock were outstanding and entitled to vote. The presence of shareholders entitled to cast at least a majority of the votes that all shareholders are entitled to cast on a particular matter will constitute a quorum for the purposes of such matter. Abstentions or broker “non-votes” are counted as present and entitled to vote for purposes of determining a quorum. A broker “non-vote” occurs when a broker or bank holding shares for a beneficial owner does not vote on a particular matter because the broker or bank does not have discretionary voting authority to voteinformation on the ~~proposal, and the beneficial owner has not provided~~Investor Relations page of our website www.glatfelter.com. Your Notice of Availability, proxy card or voting ~~instructions.~~

Yes. After the formal business of the meeting has concluded and adjourned, the chairman of the meeting will answer questions from shareholders during the designated question and answer period of the meeting. To provide an opportunity for everyone wishing to ask a question, shareholders will be limited to three (3) minutes each to present their question. When speaking, shareholders must direct questions to the chairman and conﬁne their questions to matters relating directly to the business of the meeting. Shareholdersinstruction form will not be ~~permitted~~updated to ~~make statements.~~

~~Who pays for~~reflect the change to a virtual meeting and you will need the 16-digit control number provided to attend the virtual meeting. Therefore, it is very important that you retain your Notice of Availability, proxy ~~solicitation~~card or voting instruction form and related tomaterials, including your assigned 16-digit control number, through the date of the Annual ~~Meeting?~~Meeting.

Table of preparing, printing, assembling and mailing this proxy statement and other proxy solicitation materials. The Company will also reimburse brokers and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding the proxy statement and other proxy solicitation materials to beneficial owners. In addition to the solicitation of proxies by mail, some of our directors, officers, other employees and agents may solicit proxies personally, by telephone and by other means. The officers and directors who may solicit proxies personally receive no special compensation for any solicitation activities.Contents

~~What proposals will be acted upon at the meeting, and what number of votes is needed for the proposals to be adopted?~~

This Proxy Summary highlights information explained more fully elsewhere in this proxy statement. We ask that you read the entire proxy statement before voting.

Your vote is very important to us and our business. Please cast your vote immediately on all proposals to ensure your shares are represented.

This proxy statement contains forward-looking statements within the meaning of ~~Directors~~federal securities laws. Forward-looking statements may be identified by words like “anticipate,” “expect,” “project,” “believe,” “plan,” “may,” “estimate,” “intend,” and other similar words. These forward-looking statements are based on our beliefs, assumptions, and estimates using information available to us at the time and are not intended to be guarantees of future events or performance. Factors that may cause actual results to differ materially from those contemplated by the statements in this proxy statement can be found in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) and in the Quarterly Reports on Form 10-Q we have filed or will file with the SEC hereafter under the headings “Risk Factors” and “Forward-Looking Statements”. As

You are cautioned not to place undue reliance on any of our forward-looking statements. We disclaim any intention or obligation to publicly update or revise any forward-looking statements, except as required by ~~our bylaws, each of the nine nominees for election has submitted an irrevocable resignation~~law. This cautionary statement applies to all forward-looking statements contained in advance. Because each of the nominees is an incumbent director, the following procedure applies if the nominee receives a plurality but not a majority of votes cast. Although the nominee will have been elected, the Board will determine whether to accept the nominee’s advance

irrevocable resignation, since the nominee did not receive a majority of the votes cast for each director. For more information regarding the election of directors and the resignation procedure, see the discussion of the “Director Voting and Resignation Policy” in the “Corporate Governance and Board” section of this ~~proxy statement.~~

~~Ratification of Independent Registered Public Accounting Firm~~. A majority of the votes entitled to be cast at the meeting, in person or by proxy, must vote “For” the ratification of Deloitte & Touche LLP as the Company’s independent public accounting firm for the proposal to be adopted.document.

Our commitment to sustainability and being a responsible corporate citizen has been longstanding and is reflected in our Core Values. We operate our business in line with those values, and we contribute to the ~~Long-Term Incentive Plan. A majority~~health, well-being and everyday living of millions of people around the ~~votes entitled to be cast at~~world. Our existing products contain mostly plant-based fibers and are engineered for performance.

Our Core Values guide and capture the ~~meeting, in person or by proxy, must vote “For” the approval of the proposed amendments to the Company’s Long- Term Incentive Plan for the proposal to be adopted.~~

~~Advisory Vote on Executive Compensation (“Say-on-Pay” Vote)~~. This proposal gives you, as a shareholder, the opportunity to endorse, not endorse or take no position on our compensation program for the Named Executive Officers (“NEOs”). A majority of the votes entitled to be cast at the meeting, in person or by proxy, must vote “For” the proposal to approve the executive compensation for the proposal to be adopted. While the Board intends to carefully consider the shareholder vote on this proposal, this vote is not binding on the Company and is advisory in nature.

~~Frequency of Say-on-Pay Voting~~. This proposal gives you, as a shareholder, the opportunity to inform the Company as to how often you wish the Company to conduct a “Say-on-Pay” advisory vote on executive compensation. A majority of the votes entitled to be cast at the meeting, in person or by proxy, must vote “For” the approval of the frequency of Say-on-Pay voting. If no option receives a majority of the votes entitled to be cast, then the option that receives the most votes will be deemed to be the shareholders’ recommendation with respect to the frequency with which the Say-on-Pay vote appears in the Company’s proxy statement. While our Board intends to carefully consider the shareholder vote on this proposal, this vote is not binding on the Company and is advisory in nature.

~~What are the Board of Director’s recommendations for voting on these proposals?~~

Glatfelter is ~~entitled~~a leading global supplier of engineered materials currently headquartered in York, PA and transitioning to one vote per share of stock owned on the Record Date, on each item of business presented at the Annual Meeting, except each shareholder has cumulative voting rights for electing directors. Cumulative voting means a shareholder is entitled toits new headquarters in Charlotte, North Carolina effective mid-year 2020. Our high-quality, innovative and customizable solutions are found in tea and single-serve coffee filtration, personal hygiene products as well as in many votes in electing directors as is equal to the number of shares of common stock owned by the shareholder on the Record Date, multiplied by the number of directors to be elected. Accordingly, for the election of nine directors, a shareholder may either cast that total number of votes “For” or “Withhold” all of those votes from a

single nominee. The shareholder may also distribute or withhold the total number of votes among the nine nominees as the shareholder determines, up to the number of shares of common stock owned by the shareholder on the Record Date, multiplied by nine. ~~To utilize cumulative voting, a shareholder must check the appropriate box on the proxy card.~~

diverse packaging, home, and industrial applications. For the ~~proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal~~ year ending December 31, ~~2017,~~2019, our net sales were nearly $1 billion to customers in over 100 countries and we employed approximately 2,600 people worldwide. We own and operate eleven manufacturing facilities located in the United States, Canada, Germany, France, the United Kingdom and the Philippines. Our manufacturing facilities have a combined production capacity of approximately 293,000 metric tons of composite fibers and airlaid materials used in a wide array of applications. In addition, we operate sales and distribution offices in Russia, Italy, China, and the United States. Additional information about Glatfelter may be found in our Annual Report posted at http://www.glatfelter.com/about_us/ investor_relations/annual_reports.aspx.

We manage our business and make investment decisions under a functional operating model with two distinct reporting segments: Airlaid Materials and Composite Fibers. These segments serve growing global customers and markets by providing innovative and customizable solutions that ultimately deliver high-quality engineered materials. For more than 150 years, we have demonstrated a strong commitment to sustainability through deep partnerships with our customers and suppliers, and broadly promote responsible corporate citizenship in the communities in which we operate.

Our growth strategy focuses on expanding our engineered materials business by building leading positions in high-value, specialty businesses supported by new product and business development, organic investments and acquisitions, and optimization of our cost structure to deliver on the expectations of our stakeholders.

2019 was a remarkable and productive year for Glatfelter as we completed several important steps toward transforming the Company to a higher-margin, growth-oriented engineered materials business.

We have taken a number of meaningful steps over recent years to evolve Glatfelter from a company with significant exposure to paper markets in secular decline to a leading global supplier of engineered materials. Ultimately, the combined multi-year actions we have taken across the enterprise to achieve a more growth-driven portfolio, less capital-intensive and more cash-generative business, have positioned us well to further enhance shareholder ~~may either vote “For”~~value. We remain committed to aggressively managing costs and improving operating efficiencies to ensure we have the most competitive cost structure for our current scale as we continue to execute our business transformation. Our goals are to maintain and grow our leading positions in our chosen markets, partner with customers to co-create innovative solutions for new markets and generate strong earnings growth and free cash flows.

On an adjusted basis, a non-GAAP measure, our earnings for 2019 totaled $33.2 million, or ~~“Against”~~$0.75 per share, compared with $9.2 million, or $0.21 per share, a year ago. These results reflect the ~~proposal or “Abstain”~~positive momentum from ~~voting.~~the actions we have taken in 2019 to transform our business by sharpening our focus on commercial excellence, supply chain efficiencies, and rigorous cost optimization across the enterprise. Our legacy volume growth and successful acquisition integration in Airlaid Materials improved earnings per share by $0.14; Composite Fibers declined by $0.01; corporate cost rightsizing and cost reduction efforts generated $0.20; and our debt refinancing, improved tax rate, and the resolution of tax matters combined to add $0.21.

~~For~~Cash flow from operations contributed $102.8 million in 2019 compared to a cash use of $6.0 million in 2018. The improvements in cash from operations primarily reflects $53.4 million of excess cash from the ~~proposal~~pension settlement, improved earnings, reduced working capital use, predominately inventory, as well as lower payments for interest as a result of changes in our capital debt structure in early 2019. These improvements were partially offset by the $20.8 million payment related to ~~approve amendments~~the Fox River matter. During 2019 and 2018, capital expenditures totaled $27.8 million and $42.1 million, respectively, with 2018 reflecting the final payments related to the completion of the airlaid capacity expansion. In 2020, after a portion of the excess cash from the pension termination is used to establish an account to fund future 401(k) contributions for approximately seven years and pay excise taxes and fees, approximately $32 million will be available for unrestricted general use.

The following charts present financial information for the periods indicated. Earnings before interest, taxes, depreciation and amortization (“EBITDA”) by reporting segment represents operating profit as presented in our 2019 Annual Report on Form 10-K, adjusted to exclude depreciation and amortization (totals exclude corporate unallocated costs and other income and expense items). A reconciliation of adjusted earnings per share to the nearest GAAP measure is incorporated by reference to Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2019 Annual Report on Form 10-K.

^† Results are from continuing operations with an assumed tax rate of 40% for 2017.

The Compensation Committee designs compensation programs that reflect the Company’s financial performance and are market-competitive based on a person’s responsibilities, individual performance and ability to exemplify the Company’s Core Values (Integrity, Financial Discipline, Mutual Respect, Customer Focus, Environmental Responsibility and Social Responsibility). The objectives of our executive compensation programs are to attract, retain, motivate, and reward executives crucial to achieving the Company’s strategic plan and creating long-term shareholder value. Given the Company’s business transformation, the retention of key talent and leadership continuity are of paramount importance for sustaining the momentum and business performance achieved in 2019.

Given the Company’s business transformation, our Board and Compensation Committee approved the following organizational and compensation changes for 2019 to further align the Company’s compensation philosophy and executive compensation practices with shareholder expectations:

Proposal 3: Advisory Approval of Named Executive Officer Compensation (“Say-on-Pay” Vote)

To the best of the Company’s knowledge, the following table sets forth information regarding ownership of the Company’s outstanding common stock as of March 17, 2020, (except as otherwise noted) by: (1) each person who is known by the Company to own beneficially more than 5% of the common stock of the Company; (2) each director, director nominee and NEO; and (3) all directors, director nominees and executive officers as a group. Except as otherwise indicated and subject to applicable community property laws, each owner has sole voting and investment powers for the securities listed. The number of shares beneficially owned by each person is determined under the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under SEC rules, all shares to which a person has the right to acquire beneficial ownership within 60 days are considered beneficially owned by that person.

* Mr. Jacunski’s SOSARS were either exercised or expired based on his separation date.

(b)

Consists of the Directors. However, the Compensation Committee values the opinions expressed by shareholders and expects to take into account the outcome of the vote when considering the frequency with which future votes will be held regarding the Company’s executive compensation.

The Board believes an annual frequency (i.e., every year) is the optimal frequency for the Say-on-Pay vote. A vote every year provides shareholders the opportunity to evaluate the Company’s compensation policies and procedures on a regular and more frequent basis. Specifically, because the Company makes its compensation decisions on an annual basis we believe our shareholders should have an annual opportunity to approve these decisions. We also believe that an annual frequency vote provides the highest level of accountability and direct communication with our shareholders.

~~The Board recommends a vote “FOR” approval of an annual advisory vote~~ to ~~approve the compensation paid to the executives named in the Summary Compensation Table.~~

~~OWNERSHIP OF COMPANY STOCK~~

To the best of the Company’s knowledge, the following table sets forth information regarding ownership of the Company’s outstanding common stock as of March 10, 2017, (except as otherwise noted) by: (1) each person who is known by the Company to own beneficially more than 5% of the common stock of the Company; (2) each director, director nominee and NEO; and (3) all directors, director nominees and executive officers as a group. Except as otherwise indicated and subject to applicable community property laws, each owner has sole voting and investment powers for the securities listed. The number of7,610 shares ~~beneficially~~indirectly owned by each person is determined under the rules of the Securities and Exchange Commission (“SEC”), and the information is not necessarily indicative of beneficial ownership for any other purpose. Under the rules of the SEC, all shares to which a person has the right to acquire beneficial ownership within 60 days are considered beneficially owned by that person.

~~Security Ownership of Certain Beneficial Owners and Management~~

Name of Beneficial Owner

Shares Beneficially
Owned ⁽¹⁾

Total Number of Shares
Owned ⁽¹⁾
% of
Class

BlackRock, Inc.

5,428,836

5,428,836 ⁽²⁾

12.50
%

The Vanguard Group, Inc.

3,754,292

3,754,292 ⁽³⁾

8.62
%

Dimensional Fund Advisors LP

3,687,524

3,687,524⁽⁴⁾

8.47
%

Fuller & Thaler Asset Management, Inc.

3,236,066

3,236,066 ⁽⁵⁾

7.40
%

Silvercrest Asset Management Group LLC

2,288,609

2,288,609 ⁽⁶⁾

5.30
%

Name of Beneficial Owner
Position
Directly
Owned

Indirectly
Owned

Options to Acquire Stock ⁽⁷⁾

Total
Number
of Shares
Owned

% of
Class

Christopher W. Astley
Senior V.P. & Business Unit President, Airlaid Materials

8,364

986

⁽⁸⁾
22,508

31,858

*

Bruce Brown
Director
−

−

−

−

*

Kathleen A. Dahlberg
Director

41,847

−

−

41,847

*

Nicholas DeBenedictis
Director

49,499

−

−

49,499

*

Kevin M. Fogarty
Director

9,149

−

−

9,149

*

*

J. Robert Hall
Director

38,597

−

−

38,597

*

Richard C. Ill
Director

37,527

−

−

37,527

*

John P. Jacunski
Executive V. P. & Chief Financial Officer

57,464

3,434

⁽⁹⁾

111,502

172,400

*

Samuel L. Hillard
V.P., Corporate Development & Strategy
−

−

−

−

*

Kent K. Matsumoto
V. P., General Counsel & Secretary
529

583

⁽¹⁰⁾

3,258

4,370

*

Ronald J. Naples
Director

8,949

30,864

⁽¹¹⁾

−

39,813

*

Dante C. Parrini
Chairman of the Board & Chief Executive Officer

122,243

6,922

⁽¹²⁾
208,371

337,536

*

Lee C. Stewart
Director

36,847

−

−

36,847

*

All directors and executive officers
as a group (17 individuals)
* indicates ownership of < 1%
515,025

48,664

464,996

1,028,685

2.30
%

~~(1)~~

For purposes of the table, shares of common stock are considered beneficially owned by a person if such person has, or shares, voting or investment power for such stock. As a result, more than one person may beneficially own the same security and, in some cases, the same shares are listed opposite more than one name in the table. The table includes, in some cases, shares beneficially held by spouses or minor children, as to which beneficial ownership is disclaimed. The address of each director, director nominee and NEO of the Company is c/o P. H. Glatfelter Company, 96 South George Street, Suite 520, York, PA 17401.

~~(2)~~

Pursuant to a Schedule 13G filed on January 10, 2017, consists of shares beneficially owned, as of December 31, 2016, by BlackRock, Inc. BlackRock, Inc. is a parent holding company with sole voting authority over 5,321,921 shares and sole investment authority over 5,428,836 shares. BlackRock (Netherlands) B.V., BlackRock Advisors LLC, BlackRock Asset Management Canada Limited, BlackRock Asset Management Ireland Limited, BlackRock Asset Management Schweiz AG, BlackRock Financial Management, Inc., BlackRock Fund Advisors, BlackRock Institutional Trust Company, N.A., BlackRock Investment Management (Australia) Limited, BlackRock Investment Management (UK) Limited and BlackRock Investment Management, LLC are subsidiaries of BlackRock, Inc., that have acquired the shares reported by BlackRock, Inc. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.

~~(3)~~

Pursuant to a Schedule 13G filed on February 13, 2017, consists of shares beneficially owned, as of December 31, 2016, by The Vanguard Group, Inc. The Vanguard Group, Inc. is an investment advisor which has sole voting and investment authority over 3,754,292 shares. Vanguard Fiduciary Trust Company is a subsidiary of the Vanguard Group, Inc and is the beneficial owner of 49,523 of the shares reported by The Vanguard Group, Inc. Vanguard Investments Australia, Ltd. is a subsidiary of the Vanguard Group, Inc and is the beneficial owner of 10,630 of the shares reported by The Vanguard Group, Inc. The address of The Vanguard Group, Inc., is 100 Vanguard Boulevard, Malvern, PA 19355.

~~(4)~~

Pursuant to a Schedule 13G filed on February 9, 2017, consists of shares beneficially owned, as of December 31, 2016, by Dimensional Fund Advisors LP. Dimensional Fund Advisors LP possesses sole voting power over 3,553,774 shares and investment authority over 3,687,524 shares. Dimensional Fund Advisors LP is an investment advisor registered under Section 203 of the Investment Advisors Act of 1940. All 3,687,524 shares are owned by four investment companies registered under Section 203 of the Investment Advisors Act of 1940, to which Dimensional Fund Advisors LP furnishes investment advice. Dimensional Fund Advisors LP serves as investment manager for certain other commingled group trusts and separate accounts. Dimensional Fund Advisors LP disclaims beneficial ownership of such shares. The address of Dimensional Fund Advisors LP is Building One, 6300 Bee Cave Road, Austin, TX 78746.

~~(5)~~

Pursuant to a Schedule 13G filed on February 23, 2017, consists of shares beneficially owned, as of December 31, 2016, by Fuller & Thaler Asset Management, Inc. Fuller & Thaler Asset Management, Inc. is deemed to be the beneficial owner of 2,236,066 shares pursuant to separate arrangements whereby it acts as investment adviser to certain persons. Each person for whom Fuller & Thaler Asset Management, Inc. acts as investment adviser has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the common stock of the Company. The Undiscovered Managers Behavioral Value Fund, an open-end management investment company, has an economic interest in more than 5% of the subject securities reported in this Schedule 13G. The address of Fuller & Thaler Asset Management, Inc. is 411 Borel Avenue, Suite 300, San Mateo, CA, 94402.

~~(6)~~

Pursuant to a Schedule 13G filed on February 14, 2017, consists of shares beneficially owned, as of December 31, 2016, by Silvercrest Asset Management Group LLC, Silvercrest L.P. and Silvercrest Asset Management Group Inc. Shares are held by investment advisory clients of Silvercrest Asset Management Group LLC. Silvercrest L.P. is the sole member of Silvercrest Asset Management Group LLC and Silvercrest Asset Management Group Inc. is the general partner of Silvercrest L.P. The address of Silvercrest Asset Management Group LLC is 1330 Avenue of the Americas, 38th Floor, New York, NY 10019.

~~(7)~~

~~Represents the gross number of shares of common stock that would be issued to the NEO if the NEO exercised all vested, in-the-money stock-only stock appreciation rights on the Record Date.~~

~~(8)~~

~~Consists of 986 shares held by Mr. Astley through the Company’s 401(k) Plan.~~

~~(9)~~

~~Consists of 3,434 shares held by Mr. Jacunski through the Company’s 401(k) Plan.~~

~~(10)~~

~~Consists of 583 shares held by Mr. Matsumoto through the Company’s 401(k) Plan.~~

~~(11)~~

~~Represents shares owned by Mr. Naples’ spouse.~~

~~(12)~~

~~Consists of 6,922 shares held~~ by Mr. Parrini through the Company’s 401(k) Plan.

~~Equity Compensation~~ ~~Plan Information~~

~~The following table provides certain information as~~(c)

Consists of ~~December 31, 2016, regarding the Company’s equity compensation plans.~~3,250 shares indirectly owned by Mr. Naples’ spouse.

(a)

(b)

(c)

Plan Category

Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights⁽¹⁾

Weighted-average
exercise price of
outstanding options,
warrants and rights ⁽²⁾

Number of securities
remaining available for
future issuance under equity
compensation plans
(excluding securities reflected
in column (a)) ⁽³⁾⁽⁴⁾

Equity compensation plans approved by security holders

3,415,684

$
17.64

611,669

Equity compensation plans not approved by security holders

–

–

–

Total

3,415,684

$
17.64

611,669

~~(1)~~

~~Includes 314,178 restricted stock units (“RSUs”); 364,890 performance share awards (“PSAs”); and 2,736,616 stock-only stock appreciation rights (“SOSARs”).~~

~~(2)~~

~~Weighted average exercise price is based on outstanding SOSAR prices only.~~

~~(3)~~

~~Represents the securities remaining available for issuance under the Amended and Restated Long-Term Incentive Plan.~~

~~(4)~~

~~For purposes of this calculation, it is assumed that PSAs will be paid at 100% of target.~~

~~Section 16(a) Beneficial Ownership Reporting Compliance~~

Section 16(a) of the Exchange Act requires the Company’s directors and executive officers and persons who own more than ten percent (10%) of a registered class of the Company’s equity securities (“10% Holders”) to file reports of holdings and transactions in the Company’s common stock with the SEC and the New York Stock Exchange (the “NYSE”). Based on the Company’s review of such reports (and amendments thereto), the Company believes that, in 2016, its directors, executive officers and 10% Holders filed all required reports of holdings and transactions in the Company’s common stock with the SEC and the NYSE on a timely basis.

2020 PROXY STATEMENT › 16

OWNERSHIP OF COMPANY STOCK

(d)

~~CORPORATE~~ ~~GOVERNANCE AND BOARD OF DIRECTORS~~

~~Corporate Governance Principles~~

~~The Board and Management are dedicated to effective corporate governance. The Board has adopted Corporate Governance Principles that provide a framework for~~Consists of 2,541 shares indirectly owned by Mr. Elder through the Company’s ~~governance. The Board has also adopted a Code~~401(k) Plan.

(e)

Consists of ~~Business Conduct and a Code of Business Ethics for the CEO and Senior Financial Officers of Glatfelter. The Corporate Governance Principles are set forth in full on~~1,084 shares indirectly owned by Mr. Astley through the Company’s ~~website at~~ ~~www.glatfelter.com/about_us/corporate_governance/principles.aspx. The Company’s corporate website (www.glatfelter.com~~) includes a Corporate Governance page containing, among other information, the Code of Business Conduct, a list of the directors and executive officers of the Company, the charters of each of the Committees of the Board, the Company’s Code of Business Ethics for the CEO and Senior Financial Officers and other related information. Copies of these materials are available, in print at no charge, upon request to the Secretary of the Company at 96 South George Street, Suite 520, York, PA 17401-1434.401(k) Plan.

The Company intends to satisfy the disclosure requirement for any future amendments to, or waivers from, its Code of Business Conduct or Code of Business Ethics for the CEO and Senior Financial Officers by posting such information on its website.

~~Board Composition and Leadership~~

~~The Board currently consists of nine members. Each year, the Board elects one of its members to serve as Chair. Under the Board’s governance structure, the Chair:~~

~~presides at all meetings of the Board, other than executive sessions;~~

~~identifies strategic issues to be considered for the Board agenda; and~~

~~consults with directors on the development of the schedule, agenda and materials for all meetings of the Board.~~(f)

When considering the election of a Chair, the Board reviews its governance structure and the qualifications of each director and determines who is best qualified to chair the Board. The Board believes the Company and its shareholders are best served by having a Chair with wide-ranging, in-depth knowledge of the Company’s business operations and the Company’s industry and who can best execute the Company’s strategic plan. Based on his extensive experience and knowledge of the Company’s operations, industry, competitive challenges and opportunities, the Board has determined that Dante C. Parrini is the director best qualified to serve in the role of Chairman. The Board therefore nominated Mr. ParriniMs. Gallagher was appointed in February ~~2017 as Chairman, subject to~~2020 and does not currently own any shares.

(g)

Mr. Rapp’s RSUs and PSAs vested pro-rata based on service through his ~~re-election~~separation date.

(h)

Mr. Jacunski forfeited the RSUs and PSAs granted in 2019 as a ~~director~~result of his separation.

(i)

Consists of 55,611 shares vesting within 60 days from the record date.

Equity Compensation Plan Information

The following table provides certain information as of December 31, 2019, regarding the Company’s equity compensation plans.

	(a)	(b)	(c)
Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights ⁽¹⁾	Weighted-average exercise price of outstanding options, warrants and rights ⁽²⁾	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) ^{(3) (4)}
Equity compensation plans approved by security holders	2,188,410	$20.05	2,060,034
Equity compensation plans not approved by security holders	—	—	—
Total	2,188,410	$20.05	2,060,034

(1)

Includes 578,582 restricted stock units (“RSUs”); 317,881 performance share awards (“PSAs”); and 1,291,947 stock-only stock appreciation rights (“SOSARs”). For purposes of this calculation, it is assumed that PSAs will be paid at ~~the Annual Meeting.~~

~~The Board has also determined that when the same person serves as both Chairman and CEO, the interests~~100% of the Company and the shareholders are best served by appointment of an independent Lead Director. In February 2017, the Nominating and Corporate Governance Committee recommended, and the independent directors nominated, Kevin M. Fogarty to be the next independent Lead Director, effective on the date of the 2017 Annual Meeting, subject to his re-election as a director at the Annual Meeting. The Lead Director presides over the executive sessions of the Board and coordinates and develops the agenda for those sessions. The Lead Director communicates to the Chairman and CEO regarding the discussions at executive sessions as appropriate. In the absence or disability of the Chairman, the Lead Director assumes the authority of and performs the duties of the Chairman, as provided in Section 2.18 of the Company’s by-laws, including presiding at any Board meeting at which the Chairmantarget.

(2)

Weighted average exercise price is ~~not in attendance.~~

~~Board Independence~~

The Corporate Governance Principles and the Company’s policies and procedures provide for an empowered, independent Board and the full involvement of the independent members of the Board in the Board’s operations and decision making.

In the Company’s Corporate Governance Principles, the Board has adopted the New York Stock Exchange (“NYSE”) standards for determining the independence of directors, which require that a director not have a material relationship with the Company.

Annually, each member of the Board is required to complete a questionnaire designed in part to provide information to assist the Board in determining if the director is independent under NYSE rules and our Corporate Governance Principles. In addition, each director or nominee for director has an affirmative duty to disclose to the Nominating and Corporate Governance Committee relationships between and among that director (or an immediate family member), the Company, and/or Company Management.

The Board has determined the following directors are independent and have no material relationship with the Company: Ms. Dahlberg and Messrs. Brown, DeBenedictis, Fogarty, Hall, Ill, Naples and Stewart. The Board has determined Mr. Parrini, as the Company’s CEO, is deemed not to be an independent director by NYSE standards and the Company’s Corporate Governance Principles.

~~Evaluation of Nominees for Board of Directors~~

The Nominating and Corporate Governance (“NCG”) Committee reviews all director nominations submitted to the Company, including individuals recommended by shareholders, directors or members of Management. When evaluating whether to recommend an individual for nomination or re-nomination, the NCG Committee will consider, at a minimum and in accordance with the Company’s Corporate Governance Principles, the nominee’s independence, availability to serve on the Board and the candidate’s knowledge, experience, skills, expertise, wisdom, integrity, business acumen and understanding of the Company’s business environment.

In evaluating director candidates, the NCG Committee considers a wide variety of qualifications, attributes and other factors and recognizes that a diversity of viewpoints and practical experiences can enhance the effectiveness of the Board. Accordingly, as part of its evaluation of each director candidate, the NCG Committee takes into account how that candidate’s background, experience, qualifications, attributes and skills may complement, supplement or duplicate those of other prospective candidates.

The NCG Committee specifically reviews the qualifications of each director candidate for election or re-election, including those of incumbent directors, the directors’ understanding of the Company’s businesses and the environment in which the Company operates, attendance and participation at meetings and independence, including any relationships with the Company. Prior to nomination, each candidate for director must consent to stand for election, and each director nominee must agree in writing to abide by the Company’s majority voting policy.

After the NCG Committee has completed its evaluation of all director candidates, it presents a recommended slate of directors to the Board for consideration and approval. The NCG Committee also discusses with the Board any candidates considered by the NCG Committee but not recommended for election or re-election as a director.

~~the Corporate Governance section of our website at~~ ~~http://www.glatfelter.com/about_us/ corporate_governance/default.aspx~~.

~~Based on the process described above, the NCG Committee recommended and the Board decided to nominate each of the incumbent directors for re-election at the Annual Meeting. These decisions were~~ based on outstanding SOSAR prices only.

(3)

Represents the ~~individual experience, qualifications, attributes~~securities remaining available for issuance under the Amended and skills of each candidate. The NCG Committee and the Board assessed these factors in light of the Company’s businesses, which provide a diverse line of specialty papers and fiber-based engineered materials. In particular, the NCG Committee and the Board considered the following:Restated Long-Term Incentive Plan.

~~Each nominee has extensive experience guiding large, complex organizations as executive leaders or board members.~~

Each nominee has experience with a broad range of occupations and industries, providing the Company’s leadership with differing viewpoints and familiarity with many diverse markets targeted by the Company’s businesses and environments affecting the implementation and execution of the Company’s business plans.(4)

~~Each nominee possesses a wide array of specific skills and areas of experience and expertise, as discussed earlier in the director nominee section~~For purposes of this ~~proxy statement.~~

~~Majority Voting Policy~~

The Company’s by-laws and Corporate Governance Principles provide a majority-voting policy for the election of directors. Each person nominated for election as a director must submit an irrevocable resignation in advance of the election. In an uncontested election, for any nominee whocalculation, it is ~~not an incumbent director and receives a plurality of the votes but does not receive a majority of votes cast, the resignation~~assumed that PSAs will be ~~automatically accepted. If a nominee is an incumbent director and receives a plurality~~paid at 100% of ~~the votes but not~~target.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires the Company’s directors and executive officers and persons who own more than ten percent (10%) of a registered class of the Company’s equity securities (“10% Holders”) to file reports of holdings and transactions in the Company’s common stock with the SEC and the New York Stock Exchange (“NYSE”). Based on the Company’s review of such reports (and amendments thereto) and the written representations of the Company’s directors, executive officers and 10% Holders, the Company believes that in 2019 its directors, executive officers and 10% Holders filed all required reports of holdings and transactions in the Company’s common stock on a timely basis, except that one Form 4 was inadvertently filed late for Mr. Naples with respect to one transaction.

2020 PROXY STATEMENT › 17

Corporate Governance and Board of Directors

Corporate Governance Principles

The Board and Management are dedicated to effective corporate governance. The Board has adopted Corporate Governance Principles that provide a framework for the Company’s governance. The Board has also adopted a Code of Business Conduct and a Code of Business Ethics for our CEO and Senior Financial Officers. The Corporate Governance Principles are set forth in full on the Corporate Governance page of the Company’s website at www.glatfelter.com/about_us/corporate_governance, which also contains the Company’s Articles of Incorporation and By-laws, its Code of Business Conduct, a list of the directors and executive officers of

the Company, the charters of each of the Committees of the Board, and the Company’s Code of Business Ethics for the CEO and Senior Financial Officers. Copies of these materials are available, in print at no charge, upon request to the Secretary of the Company at 96 South George Street, Suite 500, York, PA 17401-1434.

Board Composition and Leadership

The Board currently consists of nine members. In February 2020, Marie T. Gallagher was elected to the Board. Each year, the Board elects one of its members to serve as Chair. Under the Board’s governance structure, the Chair:

presides at all meetings of the Board, other than executive sessions;

identifies strategic issues to be considered for the Board agenda; and

consults with directors on the development of the schedule, agenda and materials for all meetings of the Board.

and opportunities, the Board has determined that Dante C. Parrini is the director best qualified to serve in the role of Chair. The Board nominated Mr. Parrini in February 2020 as Chair, subject to his re-election as a ~~majority of votes cast, the NCG Committee will consider the resignation tendered by the affected~~ director and make a recommendation to the Board whether to accept it. The Board will act on the NCG Committee’s recommendation within 90 days following certification of the shareholder vote. In making their determinations, the NCG Committee and the Board may consider other factors or information they consider appropriate or relevant. Thereafter, the Board will promptly disclose its decision whether to accept the director’s resignation (and the reasons for rejecting the resignation, if applicable) in either a press release or a filing with the SEC. Any director tendering his or her resignation pursuant to this provision may not participate in the NCG Committee’s recommendation or Board decision whether to accept his or her resignation.

A director whose resignation is not accepted by the Board shall continue to serve until the next annual meeting at which he or she is up for election and until his or her successor is duly elected, or until his or her earlier resignation or removal. If a director’s resignation is accepted by the Board, or if a nominee for director who is not an incumbent director is deemed to have been elected and to have automatically resigned, then the Board, in its sole discretion, may fill any resulting vacancy pursuant to the Company’s by-laws, or may amend the Company’s by-laws to decrease the size of the Board.

~~Continuing Board Education~~

The NCG Committee periodically reviews and oversees orientation programs for newly elected directors and continuing education programs for incumbent directors. The Company is a member of the NYSE Corporate Board Member Board Leadership Program, which provides continuing education programs, conferences and other resources for the Company’s directors and executives.

~~Board Meetings~~

The Board held eight meetings during 2016. The standing committees established by the Board held a total of 20 meetings in 2016. Each incumbent director attended at least 78% of the total number of Board and Committee meetings on which he or she served in 2016. Independent directors meet in regularly scheduled executive sessions (without Management), at which the Lead Director presides.

~~The Company does not have a policy regarding director attendance~~ at the ~~Annual Meeting, though directors traditionally attend the Annual Meeting. All directors attended the 2016~~ Annual Meeting.

The Board has also determined that when the same person serves as both Chair and CEO, the interests of the Company and the shareholders are best served by appointment of an independent Lead Director. In February 2020, the Nominating and Corporate Governance (“NCG”) Committee recommended, and the independent directors approved, Kevin M. Fogarty to continue as the independent Lead Director, effective on the date of the 2020 Annual Meeting, subject to his re-election as a director at the Annual Meeting. The Lead Director presides over the executive sessions of the Board and coordinates and develops the agenda for those sessions. The Lead Director communicates to the Chair and CEO regarding the discussions at executive sessions as appropriate. In the absence or disability of the Chair, the Lead Director assumes the authority of and performs the duties of the Chair, as provided in Section 2.18 of the Company’s By-laws, including presiding at any Board meeting at which the Chair is not in attendance.

2020 PROXY STATEMENT › 18

CORPORATE GOVERNANCE AND BOARD OF DIRECTORS

Board Independence

In the Company’s Corporate Governance Principles, the Board has adopted the NYSE standards for determining the independence of directors, which require that a director not have a material relationship with the Company.

Annually, each member of the Board is required to complete a questionnaire designed, in part, to provide information to assist the Board in determining if the director is independent under NYSE rules and our

Corporate Governance Principles. In addition, each director or nominee for director has an affirmative duty to disclose to the NCG Committee relationships between and among that director (or an immediate family member), the Company, and/or Management. The Board has determined the following director nominees are independent and have no material relationship with the Company: Ms. Dahlberg, Ms. Gallagher and Messrs. Brown, DeBenedictis, Fogarty, Hall, Naples and Stewart. The Board has determined Mr. Parrini, as the Company’s CEO, is not an independent director as defined under the NYSE listing standards and the Company’s Corporate Governance Principles.

Evaluation of Board Nominees

The NCG Committee reviews all director nominations submitted to the Company, including individuals recommended by shareholders, directors or members of Management. When evaluating whether to recommend an individual for nomination or re-nomination, the NCG Committee will consider, at a minimum and in accordance with the Company’s Corporate Governance Principles, the candidate’s independence, availability to serve on the Board, knowledge, experience, skills, expertise, wisdom, integrity, business acumen and understanding of the Company’s business environment.

In evaluating director candidates, the NCG Committee considers a wide variety of qualifications, attributes and other factors and recognizes that a diversity of viewpoints and practical experiences can enhance the effectiveness of the Board. Accordingly, as part of its evaluation of each director candidate, the NCG Committee takes into account how that candidate’s background, experience, qualifications, attributes and skills meet the changing needs of the Company, and may complement, supplement or duplicate those of other prospective candidates.

The NCG Committee reviews the qualifications of each incumbent director, including the director’s understanding of the Company’s businesses and the environment in which the Company operates, attendance and participation at meetings and independence, including any relationships with the Company. Prior to nomination, each

candidate for director must consent to stand for election, and each director nominee must agree in writing to abide by the Company’s majority voting policy.

We will report any material change to this procedure in a quarterly or annual filing with the SEC. In addition, we will make any changes to this procedure available promptly by posting that information on the Corporate Governance section of our website at http://www.glatfelter.com/about_us/ corporate_governance.

Based on the process described above, the NCG Committee recommended, and the Board approved to nominate, each of the incumbent directors for re-election at the Annual Meeting. These decisions were based on the individual experience, qualifications, attributes and skills of each candidate, including as described in the skills matrix on page 3. The NCG Committee and the Board assessed these factors in light of the Company’s business.

2020 PROXY STATEMENT › 19

CORPORATE GOVERNANCE AND BOARD OF DIRECTORS

Resignation and Majority Voting Policy

Director Nominee Irrevocable Resignation

Each person who is nominated to stand for election as director must, as a condition to such nomination, tender an irrevocable resignation in advance of the meeting for the election of directors. Such resignation will be effective if, pursuant to the Company’s By-laws, (a) the person does not receive a majority vote at the next meeting for the election of directors, or (b) in the case of a nominee who is an incumbent director, the Board accepts the resignation.

Majority Voting

Contested Election. In an election of directors, where the Board determines that the number of nominees exceeds the number of directors to be elected, the directors shall be elected by a plurality of the votes cast.

Uncontested Election. If in an election of directors in which the number of nominees does not exceed the number of directors to be elected, any nominee who is not an incumbent director and receives a plurality of the votes cast but does not receive a majority of the votes cast, the nominee’s resignation will be automatically accepted. If the nominee is an incumbent director and

receives a plurality but not majority of the votes cast, the NCG Committee will make a recommendation to the Board on whether to accept the director’s resignation or whether other action should be taken. The incumbent director not receiving a majority of the votes cast will not participate in the NCG Committee’s recommendation or the Board’s decision regarding the tendered resignation. The independent members of the Board will consider the NCG Committee’s recommendation and publicly disclose the Board’s decision and the basis for that decision within 90 days from the date of the certification of the final election results.

A director whose resignation is not accepted by the Board will continue to serve until the next annual meeting at which he or she is up for election and until his or her successor is duly elected, or until his or her earlier resignation or removal. If a director’s resignation is accepted by the Board, or if a nominee for director who is not an incumbent director is deemed to have been elected and to have automatically resigned, then the Board, in its sole discretion, may fill any resulting vacancy pursuant to the Company’s By-laws, or may amend the Company’s By-laws to decrease the size of the Board.

Board Meetings

The Board held six meetings during 2019. The standing committees established by the Board held a total of 20 meetings in 2019. Also in 2019, the Pension Subcommittee held 2 meetings. Each incumbent director attended at least 90% of the total number of Board and Committee meetings on which he or she served in 2019. Independent directors meet in regularly scheduled executive sessions (without Management), presided by the Lead Director.

The Company does not have a policy regarding director attendance at the Annual Meeting, though all directors traditionally attend the Annual Meeting. All of our directors, with the exception of Ms. Gallagher, who was not appointed until February 2020, attended the 2019 Annual Meeting.

Committees of the Board of Directors

Our Board has three standing committees: Audit, Compensation and Nominating & Corporate Governance (NCG). In 2019, the Compensation Committee formed a Pension Subcommittee effective January 1, 2019. Each standing committee has its own Charter, which is available, at no charge, from the Secretary or on the Company’s website at: http://www.glatfelter.com/about_us/ corporate_governance.

The Board determined that all members of each of the Audit, Compensation, and NCG Committees are independent as required under the current listing standards of the NYSE and the SEC’s applicable rules and regulations.

2020 PROXY STATEMENT › 20

CORPORATE GOVERNANCE AND BOARD OF DIRECTORS

The following chart provides a summary of each committee’s duties and responsibilities:

Board Committees
Committee	Responsibilities and Duties	Members	Meetings in 2019
Audit Committee ⁽¹⁾	The Audit Committee assists the Board with oversight of (i) the quality and integrity of the accounting, auditing, and financial reporting practices of the Company; (ii) the compliance by the Company, its directors and officers with applicable laws and regulations and its Code of Business Conduct; (iii) the independent auditor’s qualifications and independence; (iv) the performance of the Company’s internal audit function and independent auditors; and (v) financial policies and other matters of financial significance to the Company.	Ronald J. Naples ⁽²⁾^,⁽³⁾^,⁽⁴⁾ Kathleen A. Dahlberg ⁽⁴⁾ Bruce Brown ⁽⁴⁾ Nicholas DeBenedictis ⁽³⁾^,⁽⁴⁾ Lee C. Stewart ⁽³⁾^,⁽⁴⁾ Marie T. Gallagher ⁽³⁾^,⁽⁴⁾	7
Compensation Committee ⁽¹⁾	The Compensation Committee is responsible for an executive compensation policy designed to support overall business strategies and objectives; attract, retain, motivate and reward key executives; link compensation with organizational performance while appropriately balancing risk and reward; align executives’ interests with those of the Company’s shareholders; provide competitive and reasonable compensation opportunities; and review and approve non-employee director compensation. The Compensation Committee also oversees the Company’s executive compensation and incentive plans.	Lee C. Stewart ⁽²⁾ Kathleen A. Dahlberg Nicholas DeBenedictis J. Robert Hall	10
Pension Subcommittee	The Pension Subcommittee assists the Compensation Committee in understanding and managing the ancillary issues related to the termination of the Pension Plan and to report and make recommendations to the Committee.	Lee C. Stewart	2
Nominating & Corporate Governance Committee ⁽¹⁾	The NCG Committee advises the Board on all corporate governance matters, monitors the Company’s compliance with corporate governance guidelines, and periodically reviews such guidelines to ensure that they are appropriate for the Company and comply with the requirements of the SEC and the NYSE.	J. Robert Hall ⁽²⁾ Bruce Brown Kevin M. Fogarty Ronald J. Naples	3
(1)Standing Committees of the Board (2)Committee Chair (3)Financial Expert, as defined in the applicable SEC regulations (4)Financially Literate within the meaning of the NYSE listing standards

2018 PROXY STATEMENT › 19

CORPORATE GOVERNANCE AND BOARD OF DIRECTORS

Continuing Board Education

We believe our shareholders are best served by a board that is well versed in subject matters relevant to board service and thoroughly comprehends the role and responsibilities of an effective board in the oversight and management of the Company. The Board regularly conducts Board education sessions on relevant topics for the Company’s future growth and success and to stay informed about best governance practices. We also feel it is appropriate for our directors to have access to educational programs on an ongoing basis to assist them

in performing their duties as directors. Since November 2017, the Company has been a member of the National Association of Corporate Directors. This membership provides continuing education programs, research data, conferences and other resources for the Company’s directors and executives. The NCG Committee periodically reviews and oversees orientation programs for newly-elected directors and suggests topics for continuing education programs for incumbent directors.

Board Self-Assessment

Our Board believes in a constructive self-evaluation process as a governance best practice to improve Board performance and ensure it is functioning effectively. As required by our Corporate Governance Principles, the NCG Committee oversees an annual self-evaluation of the Board and its Committees. Each director completes a written questionnaire to gather suggestions for improvement and feedback on a range of issues related to Board and Committee effectiveness. Board counsel reviews the questionnaire responses and additionally conducts individual interviews with each Board Member. The feedback is aggregated and summarized by Board

counsel, who shares the feedback with the Board and its Committees during their regularly-scheduled meetings. Changes to Board practices, procedures and agendas are considered and implemented in response to the feedback as appropriate.

The Board also conducts an annual review of its Corporate Governance Principles and Committee charters and recommends revisions accordingly.

Risk Oversight

The Board plays an active role in risk oversight to ensure that Company Management is taking appropriate actions to identify, evaluate, manage, and mitigate significant risks. The Board reviews risks associated with the Company’s strategic plan and enterprise level risks annually at a strategic planning session. Periodically throughout the year, the Board actively monitors risks associated with the Company’s strategic plan through formal business updates it receives from Management.

The Board administers its risk oversight responsibilities by delegating certain business and governance activities to the appropriate Committee for more detailed consideration and evaluation. In performing this oversight function, each Committee has full access to

Company Management as well as the ability to engage advisors or other experts it deems necessary in the performance of its duties. At each Board meeting, the Chair of each Committee reports to the Board on the Committee’s oversight activities.

The Company’s Management is responsible for identifying, evaluating, managing, and mitigating the Company’s risk exposures. The Company manages these enterprise risks through a variety of policies, programs, committees, and internal controls designed to protect the Company’s assets, operations, and reputation, while ensuring compliance with applicable laws and regulations.

2020 PROXY STATEMENT › 22

CORPORATE GOVERNANCE AND BOARD OF DIRECTORS

The below chart summarizes the Board’s risk-governance framework:

Board of Directors

Oversees the management of risks inherent in the operation of the Company’s businesses and the implementation of its strategic plan.

Audit Committee

The Audit Committee, established in accordance with Section 3(a)(58)(A) of the Exchange Act, is a standing committee and currently consists of four directors: Mr. Ill (Chair), Ms. Dahlberg, and Messrs. Brown and Naples. In the opinion of the Board, all four Audit Committee members meet the director independence requirements set forth in the NYSE listing standards and the SEC’s applicable rules and regulations in effect on the date of this proxy statement. The Board has determined that, based on their experience, Messrs. Ill and Naples are audit committee financial experts, as that term is defined in the applicable SEC regulations, and that all members of the Audit Committee are financially literate within the meaning of the NYSE listing standards.

In accordance with its Charter, the Audit Committee reviews policies and guidelines with respect to risk assessment and risk management, including management reports on the Company’s processes to manage and report risks related to litigation, foreign exchange, taxes, contingent liabilities, and similar matters that may constitute significant financial exposure. The Audit Committee assists the Board with oversight of (1) the quality and integrity of the accounting, auditing, and financial reporting practices of the Company; (2) the compliance by the Company, its directors and officers with applicable laws and regulations and its Code of Business Conduct; (3) the independent auditor’s qualifications and independence; and (4) the performance of the Company’s internal audit function and independent auditors. The specific duties of the Audit Committee are described in its Charter, which is available at no charge from the Secretary or on the Company’s website at http://www.glatfelter.com/about_us/ corporate_governance/committees.aspx .

~~The Audit Committee has the authority to retain specialized legal, accounting, or other experts it deems necessary to carry out its duties. The Audit Committee held seven meetings during 2016.~~

Compensation Committee

The Compensation Committee is a standing committee and currently consists of four directors: Mr. Stewart (Chair), Ms. Dahlberg, and Messrs. DeBenedictis and Hall. In the opinion of the Board, all four Compensation Committee members meet the director independence requirements set forth in the NYSE listing standards in effect on the date of this proxy statement.

In accordance with its Charter, the Compensation Committee is responsible for an executive compensation policy designed to support overall business strategies and objectives; attract, retain, motivate and reward key executives; link compensation with organizational performance while appropriately balancing risk and reward; align executives’ interests with those of the Company’s shareholders; and provide competitive and reasonable compensation opportunities. The Compensation Committee also oversees the Company’s executive compensation and incentive plans. A complete

description of the Compensation Committee’s functions is contained in its Charter, available at no charge from the Secretary or on the Company’s website at http://www.glatfelter.com/about_us/corporate_

~~governance/committees.aspx.~~

Additional information regarding the engagement of an independent compensation consultant and the processes and procedures for consideration and determination of executive and director compensation is discussed later in this proxy statement. The Compensation Committee held six meetings in 2016.

~~Finance Committee~~

The Finance Committee currently consists of five directors: Mr. DeBenedictis (Chair) and Messrs. Fogarty, Ill, Parrini and Stewart. The Finance Committee advises the Board on the financial policies of the Company and has oversight over matters of financial significance to the Company. The specific functions of the Finance Committee are described in its Charter, available at no charge from the Secretary or on the Company’s website at http://www.glatfelter.com/about_us/corporate_governance/committees. aspx. The Finance Committee held three meetings during 2016.

Nominating and Corporate Governance Committee

~~The NCG Committee is a standing committee~~Management

Internal Audit

Oversees significant risks relating to accounting, foreign exchange, commodity exposures, contingent liabilities, reporting matters, regulatory requirements, compliance with laws and ~~currently consists of four directors: Mr. Hall (Chair)~~regulations, and Messrs. Brown, Fogarty and Naples. In the opinion of the Board, all four members of the NCG Committee meet the director independence requirements as set forth in the NYSE listing standards in effect on the date of this proxy statement. Pursuant to its Charter, in addition to reviewing candidates for election to the Board, the NCG Committee advises the Board on all corporate governance matters, monitors the Company’s ~~compliance~~Code of Business Conduct. Oversees the evaluation of internal control effectiveness and meets regularly with ~~corporate governance guidelines, and periodically reviews such guidelines to ensure that they are appropriate for the Company and comply with the requirements of the SEC and the NYSE.~~

~~The specific functions of the NCG Committee are outlined in its Charter, available at no charge from the Secretary or on the Company’s website at~~ ~~http://www.glatfelter.com/about_us/corporate_governance~~

~~/committees.aspx.~~

The NCG Committee has the authority to retain director search consultants and outside counsel or other experts as it deems necessary to carry out its duties. The Company makes funds available to the Committee for such retention. The NCG Committee held four meetings during 2016.

~~Risk Oversight~~

~~The Board oversees the management of risks inherent in the operation~~representatives of the Company’s businesses and the implementation of its strategic plan. The Board performs this oversight role using several different levels of review. For its reviews of the Company’s business unit operations and corporate functions, the Board reviews and considers the primary risks associated with those units and functions. The Board also reviews risks associated with the Company’s strategic plan at an annual strategic planning session and periodically throughout the year as part of its consideration of the Company’s strategic direction.

Each of the Committees also oversees the management of Company risks falling within the Committee’s areas of responsibility. In performing this oversight function, each Committee has full access to Management as well as the ability to engage advisors. At each Board meeting, the Chair of each Committee reports to the Board on the Committee’s oversight activities.

The Company continues to manage its enterprise risks through a variety of policies, programs and internal control functions and processes designed to identify the primary risks to the Company’s business. This includes an enterprise risk management framework used to identify, assess and quantify significant organizational and business risks and to develop strategies and controls to protect the Company's operations and reputation while ensuring legal compliance. These programs and policies are overseen, supervised and administered by Management, which periodically updates the Board and the Committees of the Board on material risks that have been identified or publicly disclosed. The Company’s Vice President, Internal Audit, who functionally reports to the Audit Committee, assists the Company in identifying, evaluating and implementing risk management controls and methodologies to address identified risks. As part of its risk management role, at each of its meetings the Audit Committee meets privately with both representatives from the Company’s independent ~~registered public accounting firm and the Company’s Vice President, Internal Audit. The Audit Committee provides periodic reports to the Board on these activities.~~auditors.

As part of its oversight of the Company’s executive compensation program, the Compensation Committee considers the impact of the Company’s executive compensation program, and the incentives created by the compensation awards that it administers, on the Company’s risk profile. In addition, the Compensation Committee reviewsReviews all ~~of its~~ compensation policies and procedures, including the incentives that such policies create and factors that may reduce the likelihood of excessive risk taking, to determine whether such policies present a significant risk to the Company. ~~Based on its review throughout the year, the Compensation Committee has concluded~~

Oversees the Company’s ~~compensation~~governance matters including the development and maintenance of the Company’s Corporate Governance Principles and related policies to assist in achieving the Company’s strategic plan.

Oversees the implementation, execution, and evaluation of policies, procedures, ~~are not reasonably likely~~programs, and internal controls designed to ~~have a material adverse effect on~~identify and mitigate significant risks in order to provide reasonable assurance in the ~~Company. As~~protection of Company assets and achievement of its strategic plans.

Assists and advises the Company’s Management in identifying, evaluating, improving, and monitoring risk management techniques and methodologies as part of ~~its~~the Company’s enterprise risk management ~~role,~~and internal control framework. The Company’s Director, Internal Audit reports functionally directly to the ~~Compensation Committee Chair meets privately with the Company’s independent registered public accounting firm to discuss the Committee’s activities.~~

~~Director Compensation~~

~~Payments to Directors in 2016~~

Name⁽¹⁾

Fees Earned or
Paid in Cash ($)⁽²⁾

Stock Awards
($)⁽³⁾

All Other
Compensation
($)⁽⁴⁾

Total
($)
Bruce Brown

$76,500

$89,997

$4,156

$170,653
Kathleen A. Dahlberg⁽⁵⁾

99,500

89,997

5,444

194,941
Nicholas DeBenedictis

81,000

89,997

5,444

176,441
Kevin M. Fogarty

70,500

89,997

5,444

165,941
J. Robert Hall

82,500

89,997

5,444

177,941
Richard C. Ill

87,000

89,997

5,444

182,441
Ronald J. Naples

76,500

89,997

5,444

171,941
Lee C. Stewart

86,000

89,997

5,444

181,441

~~(1)~~

~~Only non-employee directors receive compensation for service on the Board.~~

~~(2)~~

~~The amounts include annual retainer fees, meeting fees and chair fees paid in cash.~~

~~(3)~~

~~The amounts listed for all directors are based on the fair market value of $19.68 per share in accordance with FASB ASC 718 for RSUs granted on May 5, 2016.~~

~~(4)~~

Represents dividend equivalents paid to the non-employee directors in 2016. The directors earn dividend equivalents on their outstanding RSUs. Mr. Brown joined the Board in September 2014 and received a pro-rated grant for his first year as a director.

~~(5)~~

~~Ms. Dahlberg’s compensation includes a Lead Director fee paid in cash.~~Audit Committee.

2020~~Base Compensation – Cash~~ PROXY STATEMENT › 23

In 2016, non-employee directors received an annual retainer fee of $60,000, paid in cash. In addition to the annual retainer, non-employee directors were paid in cash $1,500 for each Committee meeting they attended. The director serving as Chair

CORPORATE GOVERNANCE AND BOARD OF DIRECTORS

Director Compensation

Payments to Directors in 2019
Name ⁽¹⁾	Fees Earned or Paid in Cash ($) ⁽²⁾		Stock Awards ($) ⁽³⁾		All Other Compensation ⁽⁴⁾		Total
Bruce Brown	$	73,000	$	115,000	$	1,189	$	189,189
Kathleen A. Dahlberg		80,500		115,000		1,189		196,689
Nicholas DeBenedictis		80,500		115,000		1,189		196,689
Kevin M. Fogarty ⁽⁵⁾		90,000		115,000		1,189		206,189
J. Robert Hall		84,500		115,000		1,189		200,689
Ronald J. Naples		91,500		115,000		1,189		207,689
Lee C. Stewart		86,500		115,000		1,189		202,689
Richard C. Ill ⁽⁶⁾		—		—		1,189		1,189
Marie T. Gallagher ⁽⁷⁾		—		—		—		—

(1) Only non-employee directors receive compensation for service on the Board. Mr. Parrini does not receive compensation for his services as a director.

(2) The amounts include annual retainer fees, meeting fees and chair fees paid in cash.

(3) In accordance with ASC Topic 718 the amount shown for all directors is based on the fair market value of $15.64 per share for RSUs granted on May 9, 2019, which vest one year after the grant date.

(4) Represents dividend equivalents paid in cash. The Company paid dividend equivalents in cash on outstanding director RSUs granted through 2016.

(5) Mr. Fogarty’s compensation includes a Lead Director fee paid in cash.

(6) Mr. Ill's term as Director ended on May 9, 2019.

(7) Ms. Gallagher was appointed in February 2020 and did not receive any compensation in 2019.

Non-employee directors receive compensation for their service that is designed to compensate them fairly for the time, effort and accountability required of a Board member and align their interests with our stockholders. In making its recommendation to the Board on independent director compensation, the Compensation Committee considers the results of an analysis of director compensation provided by Meridian Compensation Partners LLC, the Committee’s independent compensation consultant. Meridian conducted a competitive assessment that included a review of annual cash retainers, annual equity grants, meeting fees and Committee fees compared to the Company’s compensation peer group (see page 35 regarding the Compensation Peer Group). The results of the assessment determined that non-executive director total compensation approximates the median of the peer group, and that the Company’s pay policies are aligned with market.

Cash Compensation

In 2019 each non-employee director received the following cash fees for service:

Annual cash retainer fee: $70,000

Additional fees for those serving in role:

Audit Committee ~~was paid an additional $15,000 in cash for his service; the director serving as Chair of the~~ chair: $20,000

Compensation Committee was paid an additional $12,500 in cash for his service; the director serving as Chair of the Finance Committee was paid an additional $7,500 in cash for his service; and the director serving as Chair of the chair: $15,000

NCG Committee ~~received an additional $7,500 in cash for his service. The~~ chair: $10,000

Lead ~~Director received an additional~~Director: $20,000 ~~for her service in that capacity. All accrued, but unpaid, director cash compensation payments are made twice annually, on May 1 and November 1.~~

~~Base Compensation – Equity~~

In 2016, each non-employee director received an annual RSU award valued at $90,000 on the grant date. Such awards vest over a three-year period, and all restrictions lapse and the shares are paid out on the third anniversary.

In addition to the annual retainer, non-employee directors were paid in cash $1,500 for each standing Committee and Pension Subcommittee meeting they attended in excess of eight meetings per year (May 1 – April 30). All accrued, but unpaid, director cash compensation payments are made twice annually, in May and November.

Equity Compensation

In 2019, each non-employee director received an annual RSU award valued at $115,000 on the grant date. Such awards fully vest, all restrictions lapse, and the shares are paid out on the first anniversary of the grant date. During the one-year vesting period, quarterly dividends accrue in the form of additional RSUs (but are not paid until the awards vest). RSUs granted to directors will immediately vest upon a change in control. In the event of the death or disability of the director, all unvested RSUs will become immediately vested, and the restrictions ~~with respect to such RSUs~~ will lapse.

Deferred Compensation

Pursuant to the Company’s Deferred Compensation Plan for Directors, every year each director may elect to defer 50%, 75% or 100% of his or her annual retainer for serving on the Board, but any fees paid to a director for attending meetings of any Committee or for serving as a Chair may not be deferred. No ~~such~~deferral elections were made in ~~2016.~~2019.

Other Benefits and Coverage

Each non-employee director is covered by the Company’s director and officer liability insurance policy, has entered into an indemnification agreement with the Company, and is covered under the Company’s travel accident insurance policy.

Share Ownership Guidelines

The Company has established share ownership guidelines for ~~its~~ non-employee directors to enhance their alignment with shareholders’ interests. The share ownership guidelines preclude the sale of shares by a director until he or she holds shares with a value equal to 5X5 times the annual Board retainer of ~~$60,000.~~$70,000. Directly held shares and unvested RSUs count toward attainment of the guideline.

2020 PROXY STATEMENT › 24

SUSTAINBILITY

Sustainability – Our Approach to ESG

Overview

Our commitment to sustainability and being a responsible corporate citizen has been longstanding since our founding in 1864. It is reflected in our Core Values of Integrity, Financial Discipline, Mutual Respect, Customer Focus, Environmental Responsibility, and Social Responsibility. We operate our business in line with those values, and we contribute to the health, well-being and everyday living of millions of people around the world. Our existing products contain mostly plant-based fibers and are engineered for performance.

As a result of the strategic transformation that we have undertaken over the last few years, “the new Glatfelter” consists of two global operating segments – Composite Fibers and Airlaid Materials – serving high-value, niche nonwovens growth markets. To accelerate that transformation, we have implemented a functional operating model that enables us to work across the enterprise to address areas such as supply chain effectiveness, product innovation and sustainability. We believe these initiatives are important in our transformation to a less capital-intensive business that consistently meets and exceeds our shareholders’ expectations.

In 2019 and continuing into 2020, Glatfelter is implementing several measures to formalize our sustainability program under the ESG (Environmental, Social, Governance) pillars. These recent activities include:

Forming a cross-functional ESG steering committee (co-led by the Legal and Investor Relations functions), whose primary role includes setting the sustainability/ESG strategy and providing implementation support to Glatfelter’s businesses and facilities.

Publishing on our website a formal Sustainability Policy, which complements our existing Global Health and Safety Policy, Environmental Policy, Quality Statement, The Glatfelter Code of Business Conduct, and other Corporate Governance documents, all of which are posted on our website.

•

Conducting a materiality assessment process to identify our ESG priorities. Our process included peer and industry research, internal stakeholder interviews, ESG steering committee workshop, reference to ESG ratings and sustainability standards (most notably the Global Reporting Initiative, Sustainability Accounting Standards and U.N. Sustainable Development Goals), and application of best practices. We evaluated topics based on their potential impact on Glatfelter, the Company’s ability to impact them and our stakeholders’ interest in the topics. We settled on seven priorities, which are organized along the E, S and G pillars.

2020 PROXY STATEMENT › 25

SUSTAINBILITY

~~EXECUTIVE~~Environmental Initiative

Glatfelter’s Environmental Policy reflects our commitment to comply with applicable environmental laws and regulations, practice pollution prevention, and improve our environmental performance. Instituted in 1997 as part of the ISO 14001 certification process, our Environmental Policy is the foundation for our Environmental Management Systems (EMS) and reflects one of our Core Values – Environmental Responsibility.

Glatfelter is committed to operating as a responsible steward of the environment and delivering engineered products that perform well, use natural materials responsibly, and contribute to waste reduction in both the manufacturing process and following their end use. Our environmental pillar is focused in two areas that impact our business and where we can make a difference for our stakeholders: (1) Environmental Management; and (2) Innovation and Environmentally Responsible Products.

Environmental Management

Glatfelter’s environmental management system is focused on maintaining compliance with all environmental laws and regulations in the regions where we operate, as well as developing programs and continuous improvement initiatives that address areas such as natural resource management, energy usage, greenhouse gas emissions and waste.

Natural resource management: Glatfelter has achieved Forest Stewardship Council certification at all our manufacturing facilities – maintaining a strong chain of custody to ensure that 100% of the wood fibers we use come from well-managed, sustainable forests. In addition, as the world’s top purchaser of abaca fiber, Glatfelter adheres to Rainforest Alliance and Sustainable Agriculture Network standards to ensure responsible harvesting and ongoing replanting of this “super fiber” in the Philippines.

Our Composite Fibers business in Europe uses water to produce its products, which is reused and recycled within the manufacturing process, and for equipment cleaning. Each manufacturing facility has a dedicated waste water treatment plant to remove solids and biodegradable materials to ensure that the final effluent discharged back into the water system meets or exceeds permit requirements. We also seek to identify manufacturing efficiency measures that reduce the amount of water required. Our Airlaid Materials products are manufactured with a dry forming process. Overall, our operations used 69.5 m³ of water per tonne of production in 2019.

Energy usage: One of the byproducts of transforming our business into a leading global supplier of engineered materials is that we have become a less-energy-intensive, lower-emissions company. Nonetheless, energy still accounts for up to 10% of our cost of goods sold, and we seek to drive efficiencies through equipment upgrades and process improvements, where feasible. Five of our European sites have formal energy management systems (ISO 50001) to drive energy efficiency. Our U.K. sites have improvement targets to reduce energy usage per ton as part of formal industry agreements with the government to achieve long-term energy efficiency improvements. At our facility in Gernsbach, Germany, two water turbines generate electric power that is sold to the adjacent electric grid. We are currently working with the nearby city of Gaggenau to add two additional water turbines that will increase the capacity to generate sustainable energy. In

2019, our operations consumed 1.524 megawatt hours of electricity per tonne of production. A total of 65,800 megawatt hours of electricity was produced by cogeneration at several of our Composite Fibers facilities, which also provides steam for use in our manufacturing facilities.

Greenhouse gas emissions: We are working to lower our greenhouse gas emissions by reducing our carbon dioxide emissions and increasing our energy savings through recycling and other responsible practices. In addition to using the cogeneration process and complying with ISO 50001, other efforts include participating in climate change agreements to drive improvements in efficiency and investing in more efficient equipment and processes such as variable speed drives on motors and better control processes. Our greenhouse gas emissions in 2019 were 0.623 tonnes per metric tonne of production, which represents approximately a 1% decrease over the previous year.

Waste: Consistent with our application of Lean Manufacturing and Six Sigma principles, we view waste as an opportunity to improve efficiency or to find a new use for byproducts. We have had success in both our Composite Fibers and Airlaid Materials segments. For example, a significant volume of off-spec material in Composite Fibers is used for lower-grade applications. In Airlaid Materials, we achieved zero waste to landfill for two consecutive quarters by finding buyers who valued our byproducts’ high-absorbency performance.

1.)

2020 PROXY STATEMENT › 26

SUSTAINBILITY

Innovation and Environmentally Responsible Products

We believe our commitment to innovation and environmentally responsible products gives us a competitive advantage in an increasingly environment-aware marketplace. Our solutions can help customers achieve their sustainability goals and demonstrate their environmental commitments to their customers.

To capitalize on these opportunities, we are focused in two primary areas: (1) Helping our customers and markets appreciate the full sustainability benefits of our existing products, which are mostly plant-based; and (2) Developing new products with enhanced sustainability profiles, by replacing oil-based plastic ingredients with plant-based materials that provide improved biodegradability and compostability

Environmentally responsible products: Natural materials are the most significant raw material input in our products. In fact, 60% to 80% of our product content is natural cellulose fiber, which compares very favorably to products that have more synthetic content. In our products, the remaining materials consist of a combination of binders, coatings and adhesives – some of which are derived from oil and/or are plastic-based. Environmental considerations are an ongoing part of product line discussions internally and with customers and suppliers. For example, we are pursuing alternatives to traditional petroleum-based plastics, including the use of polylactic acid (PLA), a plastic substitute made from fermented plant starch (usually corn).

Innovation: Sustainability considerations have consistently been part of every new product development program at Glatfelter. Our R&D scientists and product developers are actively and systematically evaluating ideas for products and applications that have a lesser environmental footprint. This includes ways to further reduce the use of plastics in our finished goods, including increasing bio-based content in wipes, table top and feminine hygiene products, and studying alternative materials for food and beverage filter media applications. Given that many of our products already have a relatively high percentage of natural content, we believe we have an advantage in developing next-generation solutions that are environmentally sustainable to further differentiate Glatfelter in the market.

Social Initiative

Social Responsibility is a Glatfelter Core Value, and we have a consistent record of following through on our commitments and supporting communities where we work and live. In formalizing our ESG program, we have identified three priority areas: (1) Occupational Health and Safety; (2) Product Safety and Quality; and (3) Community and Employee Engagement.

Occupational Health and Safety

Safety first: Glatfelter facilities are striving to be “injury-free every day” through implementation of our Global Health & Safety Policy (published in English, French and German), a focus on regulatory compliance, site-specific safety plans and safety resources/training, and an ongoing risk assessment and safety auditing program. Seven of our eleven manufacturing facilities are third-party certified under the Occupational Health and Safety Assessment Series (OHSAS 18001) standards.

Safety performance: We track multiple critical safety metrics, including total case incident rate (TCIR). Since the October 2018 disposition of our Specialty Papers assets, Glatfelter’s TCIR has consistently ranked in the top quartile of safety performance in our industry. Glatfelter’s TCIR for 2019 was 0.74 which is approximately 15% lower than in 2018 and a 22% improvement over 2017. TCIR represents the average number of work-related injuries incurred by 100 full-time employees working 200,000 hours per year (40 hours/week for 50 weeks). With every injury-free day that passes, we get closer to earning world-class safety performance.

Product Safety and Quality

Compliance: We are committed to ensuring a consistent, high level of product safety and quality compliance, which is critical given our leading market position in several food-grade and personal hygiene products. Our regulatory obligations in this area include complying with requirements and guidelines from the U.S. Food and Drug Administration, U.S. Federal Trade Commission, European Union, and ISO 9001 quality standards. We conduct extensive product testing during both the development and commercialization stages, and have an ongoing program to make sure that, first and foremost, our products continue to meet and exceed product safety requirements and quality specifications.

2020 PROXY STATEMENT › 27

SUSTAINBILITY

Supply chain:We seek to partner with stable, trusted, high-quality suppliers and contractors who uphold our standards of safety and quality, and we encourage them to expect the same of their suppliers and contractors. Our questionnaire for qualifying suppliers looks at a wide variety of factors, including their commitment to product performance, safety and quality. We conduct in-person audits of key suppliers’ production and warehousing facilities.

Community and Employee Engagement

Community: Glatfelter has a long history of engaging with and supporting our local communities through philanthropy, volunteer work and other charitable initiatives. We believe our efforts help to improve the quality of life for the communities in which we live and work, and we value the relationships we have built with government officials, community leaders, business partners, and nonprofit and volunteer organizations. In early 2020, we announced plans to relocate our corporate headquarters from York, Pennsylvania, to Charlotte, North Carolina. In making this move, we are committed to a thoughtful and planned transition in York and we intend to be an active and engaged corporate citizen in the Charlotte metropolitan business community.

Employees: Glatfelter PEOPLE are a critical component of our success and ability to drive growth and innovation. Even as our organization has undertaken substantial change in recent years, our culture and our Core Values have remained strong. We are working to implement and integrate enterprise-level systems for talent attraction, career development, and training. We are a global company that embraces different cultures and backgrounds. Our PEOPLE, including our management team, are diverse – as we rely on in-country hiring for both salaried and production positions to make sure we are aligned with local laws and culture.

Governance and Ethics Initiative

The pursuit of our vision to be the leading global supplier of engineered materials is supported by strong corporate governance standards, The Glatfelter Code of Business Conduct and a variety of policies and principles. Our priorities are: (1) Corporate Governance; and (2) Ethics and Integrity.

Corporate Governance Our Board members have a diversity of experience that spans a broad range of industries in the public, private and not-for-profit sectors. In February 2020, we added Marie T. Gallagher, a senior executive with PepsiCo, as a director, which provided our Board with 22% gender diversity. As discussed elsewhere in this proxy statement, six of our nine director nominees have environmental/sustainability skills and experience, and all Board members have skills and experience in corporate governance, compliance and risk management. Eight of our nine directors standing for election meet the criteria to be considered “independent,” as defined by our stock exchange.

Ethics and Integrity Our expectation is that our personal and business ethics shall be above reproach. We believe our accomplishments, as well as our prospects, are based not just on what we have done, but how we have done it. The decisions we make and why we make them are key to our continued success, as stated in The Glatfelter Code of Business Conduct. Our Code defines the expectations and behaviors necessary for living up to our Core Values of Integrity, Financial Discipline, Mutual Respect, Customer Focus, Environmental Responsibility, and Social Responsibility. Every quarter, we provide compliance and ethics training for salaried employees. We expect, and regularly achieve, 100% participation in the training by the completion deadline, and following the training, we require our employees to pass a test with a score of 80% or better.

2020 PROXY STATEMENT › 28

Executive C~~OMPENSATION~~ompensation

Compensation Discussion and Analysis


Highlights	Introduction	29
	Say-on-Pay Vote	29
	Executive Summary	29
What We Pay and Why	Compensation Programs	33
	Target Pay Mix	36
	Perquisites	42
	Post-Employment Compensation	42
Policies and Practices	Additional Compensation Policies and Practices	44
Policies and Practices	Role of the Compensation Committee and Consultant Independence	46

INTRODUCTION

This Compensation Discussion and Analysis (“CD&A”) describes the Company’s executive compensation philosophy and programs, the 2019 compensation decisions made by the Compensation Committee ~~for the programs~~ and the factors ~~considered in making those~~influencing its decisions. The CD&A focuses on the compensation of the following ~~2016 NEOs:~~2019 named executive officers (“NEOs”):

Dante C. Parrini, Chairman of the Board and Chief Executive Officer (“CEO”)

~~John P. Jacunski, Executive~~Samuel L. Hillard, Senior Vice President (“SVP”), and Chief Financial Officer (“CFO”)*

Christopher W. Astley, Senior Vice President (“SVP”), and Chief Commercial Officer

David C. Elder, Vice President (“VP”), Finance and Chief Accounting Officer

•	Joseph J. Zakutney, Vice President (“VP”), Global Business Services and Chief Information Officer

John P. Jacunski,former Executive Vice President (“EVP”) and Chief Financial Officer (“CFO”)

Martin Rapp,former Senior Vice President (“SVP”) and Business Unit President, Composite Fibers Business Unit (“CFBU”)

On February 28, 2019, the Board appointed Mr. Hillard to the position of SVP, Chief Financial Officer, effective March 1, 2019. Mr. Hillard succeeded Mr. Jacunski, who left the Company effective March 31, 2019. In addition, Mr. Rapp left the Company effective September 30, 2019.

SAY-ON-PAY VOTE

An advisory shareholder vote on the Company’s executive compensation practices (“Say-on-Pay”) was held at the 2019 Annual Meeting of Shareholders, with 98.3% of the shares voting in favor of the Company’s NEO compensation. The Compensation Committee built upon the actions taken in 2018 following extensive shareholder outreach, by continuing to evaluate the Company’s executive compensation program to ensure alignment with shareholder expectations. In 2019, the Compensation Committee engaged in a detailed assessment of the Company’s U.S. pension benefits which resulted in the termination of the U.S. qualified pension program and the freezing of pension benefits under the non-qualified pension program, for which further details are provided throughout the CD&A.

EXECUTIVE SUMMARY

2019 Year in Review

2019 was a remarkable and productive year for the Company as discussed in the Business Highlights section on page 4. We have taken a number of meaningful steps over recent years to evolve Glatfelter from a company with significant exposure to paper markets in secular decline to a leading global supplier of engineered materials. Following the sale of the Specialty Papers business in 2018, we successfully implemented our new functional operating model that is built for greater speed and efficiency and aligned our senior leadership structure to focus on driving growth and sustainable profitability. The new structure integrates the Company’s global supply chain with the goal of further enhancing our operational

2020 PROXY STATEMENT › 29

EXECUTIVE COMPENSATION

excellence; provides enhanced customer service for our Airlaid Materials and Composite Fibers segments; and targets an expanded pipeline of innovative products.

The Board and Compensation Committee leveraged the business transformation and shift to the functional operating model to further align the Company’s compensation programs with market-competitive offerings to ensure the programs remain relevant and cost competitive based on the Company’s current scale as we continue to execute the transformation. The Committee’s assessment primarily focused on the long-standing legacy pension programs which resulted in several meaningful actions:

•

We successfully terminated the long-standing U.S. qualified pension plan and settled our qualified pension liabilities for all plan participants, creating a pathway to revert approximately $32 million of unrestricted surplus cash to the Company. These changes eliminate the risks associated with pension obligations, namely interest and investment risk, cash flow volatility and plan affordability.

We froze future benefits under the U.S. non-qualified pension plan, replacing the pension program with an enhanced 401(k) benefit and non-qualified defined contribution program with benefit levels that are aligned to current market practices.

~~Samuel L. Hillard,~~In addition to the changes to the pension benefits, we also maintained several key provisions in the Company’s incentive structures based on shareholder feedback:

Aligned the 2019 financial performance targets for the short- and long-term incentive programs to the Company’s annual budget and long-term strategic plan, respectively, that require year-over-year improvement in performance to achieve meaningful payouts.

Maintained the use of a cumulative three-year relative Total Shareholder Return (“TSR”) modifier for earning performance shares under the long term incentive program to emphasize the long-term nature of the program and reward for outperformance versus peers.

The Board and Compensation Committee also utilized one-time three-year retention equity grants to certain members of the senior leadership team in connection with their promotions or critical retentions for driving the Company’s strategic transformation during this period of transition.

2019 Compensation Overview

The elements of our executive compensation programs for 2019 included base salary, short- and long-term incentives, and other benefits, as summarized in the following table:

Primary Elements of Compensation
Element	Form	Relation to Performance
Base Salary	Fixed Cash	Reflects each executive’s performance, responsibilities, skills and value to the Company
Short-Term Incentive (“STI”)	Annual Cash Bonus (Management Incentive Plan)	Variable pay motivates and rewards executives for achieving annual financial results
Long-Term Incentives (“LTI”)	Performance Share Awards (“PSAs”)	Variable pay motivates and rewards executives for achieving cumulative business and financial results derived from the Company’s strategic plan; directly aligns Management’s interests with shareholders’ interests
Long-Term Incentives (“LTI”)	Restricted Stock Units (“RSUs”)	Promotes retention of key executives that is aligned with Company stock price and supports execution of the Company’s strategic plan
Other Benefits	401(k) plan, health and welfare benefits, severance arrangements and minimal perquisites; qualified Retirement Plan was terminated in 2019, non-qualified pension program was frozen in 2019.	Market-competitive offerings to attract and retain high caliber executive talent

2020 PROXY STATEMENT › 30

EXECUTIVE COMPENSATION

2019 CEO Compensation Highlights

Mr. Parrini’s base salary and his target short-term incentive plan payout were not increased for 2019. Mr. Parrini’s short-term incentive plan payout for 2019 was earned at 104.9% of target payout based on the Company’s over-attainment of the combined Operating Net Income and Free Cash Flow performance goals.

Mr. Parrini received a FY 2019 long-term incentive grant comprised of 60% performance share awards and 40% restricted stock awards. The performance share awards will vest based on performance goals tied to Return on Capital Employed, EBITDA and a relative three-year TSR.

Mr. Parrini turned age 55 in September 2019 and became eligible to receive his early retirement accrued pension benefits under the Company’s long-standing U.S. qualified pension plan in the event he elected to retire from employment. Given the Company’s momentum with the business transformation and the retirement program no longer providing a significant retention incentive, the Board granted Mr. Parrini a one-time three-year retention grant requiring his continued employment that was comprised of time-based restricted stock units valued at $2 million on the date of the grant. The Board believes Mr. Parrini’s continued leadership is critical to the ongoing success of the Company and our shareholders as we further progress the transformation with a focus on creating long-term sustainable value by reshaping our business portfolio, driving operational excellence, aggressively managing costs, enhancing growth and innovation, and solidifying the new functional operating model including developing several newly-appointed leaders in key roles.

2019 NEO Compensation Overview and Highlights

Several senior leadership changes occurred in 2019 as part of our migration to the functional operating model. The roles of Chief Financial Officer and Vice President, Corporate Development and Strategy**

~~Christopher W.~~Strategy were combined into one role and Mr. Samuel Hillard was promoted to the role of Senior Vice President, Chief Financial Officer, effective March 1, 2019. Mr. Chris Astley was promoted into the role of Senior Vice President, Chief Commercial Officer, effective August 1, 2019 and his expanded role includes oversight of global sales, marketing and innovation. Mr. John Jacunski, formerly the Chief Financial Officer, left the Company effective March 31, 2019. Mr. Martin Rapp, formerly the Senior Vice President and Business Unit President, ~~Advanced Airlaid Materials~~

~~Kent K. Matsumoto, Vice President, General Counsel and Secretary~~

*Mr. Jacunski served in the role of Business Unit President for Specialty Papers from April 6, 2016 to January 5, 2017 in addition to his responsibilities as Executive Vice President and CFO.

**Mr. Hillard was hired byComposite Fibers, left the Company ~~on March 21, 2016.~~effective September 30, 2019 and this role was not replaced.

~~Executive Summary~~

~~Our Business~~

Glatfelter is a global leader in the manufacturing of specialty papers and fiber-based engineered materials. We operate 12 production facilities and employ approximately 4,350 employees worldwide. Going beyond paper is our promise to our customers, based on over a century and a half of experience and technical expertise and supported by best-in-class processes. Additional information about our business can be found in our Annual Report posted at

~~http://www.glatfelter.com/about_us/investor_relations/annual_reports.aspx~~.

~~2016 Business Overview~~

During 2016, we operated in a challenging business environment. Through our strategic planning process, we entered the year prepared to face headwinds from declining demand, overcapacity, increased competition and foreign currency. Our Specialty Papers business unit, which represented approximately 53% of consolidated revenue, is in a secular decline and Composite Fibers, which accounted for approximately 32% of consolidated revenue, was impacted by challenging market conditions and unfavorable currency rates. Despite these factors, 2016 was a solid year for Glatfelter. Our continuous improvement initiatives drove outstanding operations performance in 2016 resulting in a substantial benefit to operating profit. Net income for the year ended December 31, 2016 was $21.6 million, or $0.49 per diluted share compared with $64.6 million, or $1.47 per diluted share in 2015. The GAAP-based results reflect the impact of significant unusual and non-recurring items including, among others, a $40 million charge to earnings to increase our reserve in the Fox River environmental matter, a pension settlement charge, and costs related to our environmental compliance initiative for Specialty Papers and an airlaid capacity expansion project. Excluding these items from reported results, adjusted earnings, a

~~non-GAAP measure, was $60.7 million, or $1.38 per diluted share for 2016, compared with $58.9 million, or $1.34 per diluted share, a year ago.~~ ~~The year-over-year comparison reflects the following:~~

~~Total revenue declined 2.7% in constant currency primarily due to pricing pressures in competitive business climate in many key markets as industry capacity exceeded demand.~~

~~Record operating profit and margins were generated from Advance Airlaid Materials with operating profit up 24% compared to 2015.~~

~~Composite Fibers operating profit declined 12% due primarily to changes in foreign currency exchange rates.~~

~~Specialty Papers operating profit increased 25% over 2015.~~

~~Specialty Papers outperformed the broader uncoated freesheet market in terms of shipping volumes for the 12th consecutive year.~~

~~Continuous improvement initiatives generated $23 million in full year savings.~~

~~Overall EBITDA (earnings before interest, taxes, depreciation and amortization) margins widened 90 basis points to 11.5% in 2016 compared with 10.6% in 2015.~~

During the year we also successfully completed the $110 million environmental compliance project in Specialty Papers and remain on schedule and on budget to complete the $80 million airlaid materials capacity expansion project in Fort Smith, Arkansas. At the same time our cash flow profile allowed us to increase our cash dividend for the fourth consecutive year with a 4% increase.

~~2016 NEO Compensation Overview~~

The NEOs received the following compensation, with short- and long-term incentives linked to Company performance:

Base salaries: There were no annual base salary increases for 2019 with the exception of Messrs. Hillard and Astley who were each provided a salary increase to recognize their promotions and expanded responsibilities.

Increases ranged from 2.5% to 3% to align pay with the 50th percentile of the market for the NEOs, with flexibility to deviate to support evolving talent needs. The exceptions were Mr. Jacunski who received an additional 5% base salary increase and a monthly stipend of $10,000 for the additional responsibility as Business Unit President for Specialty Papers and Mr. Hillard who was hired on March 21, 2016.

Short-term incentive (“STI”) awards payable under the Management Incentive Plan (“MIP”): The NEOs’ annual incentives under the MIP were contingent on the achievement of Operating Net Income (“ONI”) and Free Cash Flow to encourage the executives to focus on earnings and cash flow generation at the corporate level. The STI award for business unit leaders (Mr. Astley given his role as Senior Vice President and Airlaid Materials Business Unit President, prior to assuming the role of Senior Vice President, Chief Commercial Officer) was also based on the operating profit aligned to the performance of the applicable business unit.

Individual STI target bonus opportunities were unchanged for 2019, except that Mr. Hillard received a 10-percentage point target increase to align with his new responsibilities as CFO. Messrs. Jacunski and Rapp received a payment in lieu of 2019 bonus based on the terms of their separation agreements.

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Financial performance and payout results:

The ~~NEOs’ annual incentives under the MIP were contingent on the achievement of Operating Net Income (“ONI”)~~combined result for Corporate ONI and Free Cash Flow ~~(each as defined under “Elements~~yielded a payout of ~~Compensation; Short-Term Incentives: The Management Incentive Plan” section),~~104.9% based on the company’s over-attainment of the combined ONI and Free Cash Flow performance in relationship to ~~encourage~~ the ~~executives to focus on earnings and cash flow generation~~targets established by the Committee at the ~~corporate level. The~~start of 2019.

Results for business unit ~~leaders (Messrs. Jacunski and Astley) were also incented on an~~ operating ~~profit metric aligned to the performance of~~profits (AMBU & CFBU) fell below their respective targets. As a result, the NEO who was measured on a combination of Corporate and business ~~unit.~~unit results (Mr. Astley), received an STI payout below target (87.8%).

2020 PROXY STATEMENT › 31

Messrs. Parrini, Hillard and Matsumoto earned 132.3% of their individual payout target amounts based on the achievement of ONI and Free Cash Flow results as compared to the financial targets established by the Compensation Committee at the start of the performance period.

EXECUTIVE COMPENSATION

Mr. Jacunski earned 132.3% of his individual payout target amount for three months of the year before he was appointed Business Unit President responsibility based on the corporate achievement of ONI and Free Cash Flow results; for the remainder of the year he earned 138.2% for his tenure as Business Unit President, which included the achievement of ONI and Free Cash Flow (60% weight) and the Specialty Papers’ operating profit component (40% weight).

-•

Mr. Astley earned 125.9% of his individual payout target amount based on a portion of his incentive from the achievement of ONI and Free Cash Flow (60% weight) and the Advanced Airlaid Materials’ operating profit component (40% weight).Long-term incentives (“LTI”):

~~Long-term incentives (“LTI”):~~

The Company provided to all NEOs with market-competitive ~~annual~~ equity awards tied to long-term performance measures derived from the Company’s ~~three-year~~ strategic plan.

A key design feature of the award includes a three-year relative cumulative TSR modifier that applies at the end of the performance period. The long-term incentive program (“LTIP”) is ~~100% performance-based and consisted~~primarily performance-based. Under the annual LTIP grants, 60% of a ~~combination~~NEO’s equity value (at target) is awarded in PSAs tied directly to the achievement of ~~performance share awards~~Return on Capital Employed (“~~PSAs”~~ROCE”) and ~~stock-only stock appreciation rights (“SOSARs”~~EBITDA goals. The remaining value (40%). is in time-vested RSUs.

~~SOSARs directly link executive compensation to the interests of shareholders through awards having a value entirely dependent on appreciation in the Company’s common stock price.~~

PSAs ~~granted in 2016 require~~have a three-year vesting period and provide an opportunity to receive shares of Company common stock contingent upon the achievement of two-year performance goals tied to ~~two-year average Return on Capital Employed (“ROCE”)~~ROCE and ~~two-year~~ cumulative EBITDA ~~(earnings before interest, taxes, depreciation, amortization, and pension expense~~ and excluding unusual ~~items), with one additional year~~items. A three-year relative cumulative TSR modifier relative to the S&P Small Cap 600 Index applied at the end of ~~vesting required once earned.~~the performance period.

RSUs cliff vest at the end of a three-year vesting period based on continued service and are designed to promote retention and provide motivation to increase share value.

The ~~Compensation Committee has~~PSAs granted ~~time-vested restricted stock units (“RSUs”)~~in 2017, which vested at the end of the three-year period on ~~occasion~~December 31, 2019, resulted in a 50.5% payout as ~~special retention grants. In addition~~a percent of target based on average ROCE and cumulative EBITDA performance for the performance period which ended on December 31, 2018. The 2017 PSAs are not subject to ~~his annual grant, Mr. Jacunski was provided~~ a one-time grant in April 2016 of 24,728 RSUs in connection with his expanded responsibility as Business Unit President for Specialty Papers. Mr. Jacunski must remain continuously employed for five years to receive the award.TSR modifier.

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For the PSAs granted ~~for the 2014 to 2016 performance period~~in 2018, which ~~vested~~are earned based on ~~December 31, 2016, there was no payout due to below-threshold performance on~~average ROCE and cumulative EBITDA ~~and average ROCE~~ performance for the two-year performance period ending December 31, 2019, a payout estimate of 31.0% of target was achieved based on such performance. A three-year performance period. This performance result was driven by a lower value Euro, lower non-woven sales in Russia/Ukraine markets, competitive pricing pressure in Specialty Papers Business Unit (“SPBU”) and Composite Fibers Business Unit markets, and operational issues in SPBU in 2014 and 2015. ROCE was also impacted by the higher capital base relatedTSR modifier applies to ~~investments made for SPBU environmental compliance~~this grant based on TSR through December 31, 2020 and the ~~airlaid capacity expansion project in Fort Smith, Arkansas.~~PSAs require service through December 31, 2020 for vesting.

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~~As part of his employment compensation,~~In addition to the annual LTIP grant, certain NEOs were granted RSUs in 2019 in connection with their roles in driving the Company’s strategic transformation: Mr. ~~Hillard was granted~~Parrini received a one-time ~~award~~retention grant of ~~15,351 performance shares in total~~110,132 RSUs on November 13, 2019; Mr. Astley received a one-time grant of 27,185 RSUs on August 1, 2019; Mr. Elder received a one-time grant of 13,011 RSUs on February 28, 2019 and Mr. Zakutney received a one-time grant of 7,097 RSUs on February 21, 2019. Each grant is subject to ~~immediately align his interests with the long-term objectives of the Company and to offset lost equity value from his previous employer.~~three-year cliff vesting schedule.

Retirement Programs: The Company made significant changes to its retirement programs in 2019.

The long-standing U.S. qualified pension plan (the Retirement plan) was terminated and replaced with a market competitive 401(k) plan. These changes eliminated the risks associated with pension obligations, namely interest rate and investment risk, cash flow volatility, and plan affordability.

Additionally, the non-qualified pension benefits were frozen during 2019. In 2020, the Company is implementing a non-qualified defined contribution program that aligns with market.

Additional details regarding the compensation programs are included in the ~~“Compensation Programs”~~Compensation Programs and ~~“Elements~~Elements of ~~Compensation”~~Compensation and ~~“Target~~followed by the Target Pay ~~Mix”~~Mix sections of the CD&A.

2020~~Compensation Programs~~ PROXY STATEMENT › 32

EXECUTIVE COMPENSATION

COMPENSATION PROGRAMS

Compensation Program Objectives

The objectives of the Company’s executive compensation programs are to attract, retain, motivate, and reward those executives crucial to the success of the Company and to create long-term shareholder value. Our programs are organized around three principles:


~~Compensation Principles~~	~~Rationale~~
	Pay for Performance	~~To reward achievement of specific Company financial performance goals that are aligned with strategic initiatives the Company has determined drive shareholder value.~~
Pay at Risk	~~To provide~~	Shareholder Alignment
	Rewarding achievement of financial outcomes that increase shareholder value		Providing a mix of compensation with strong emphasis on short- and long-term incentives ~~linked~~tied to ~~Company and individual~~the Company’s financial performance ~~which do not encourage excessive risk-taking.~~
~~Shareholder Alignment~~	~~To align the interests of our NEOs with shareholders by encouraging~~	Requiring executives to own a meaningful personal stake in the Company ~~through stock ownership guidelines, equity-based NEO compensation and incentive compensation performance goals linked to key financial metrics.~~
	��

Overview

The Compensation Committee believes compensation should reflect the Company’s financial performance and be competitive based on a person’s responsibilities, individual performance and ability to exemplify the Company’s Core Values ~~(Integrity,~~of Integrity, Financial Discipline, Mutual Respect, Customer Focus, and Environmental and Social ~~Responsibility as defined at~~ ~~http://www.glatfelter.com/~~ ~~about_us/vision.aspx).~~Responsibility. The Compensation Committee recommends approval of the Company’s compensation philosophy to the Board ~~of Directors~~ and oversees the compensation programs for the NEOs and other executive officers of the Company. All compensation decisions impacting the Chief Executive Officer are ~~recommended~~approved by the Compensation Committee and require the ratification and approval of the independent members of the Board.

Total compensation for the NEOs and other Company executive officers consists of base salary, short-term and long-term incentives, retirement and other benefits, and minimal perquisites. The Company’s executive compensation programs generally target total compensation at the size-adjusted 50th percentile of the ~~market and provide flexibility to deviate from the target to support Company growth strategies and evolving talent needs.~~peer group. A significant portion of each NEO’s compensation is tied to the Company’s financial performance. The opportunity to earn incentive compensation, and the level of pay at risk, generally increases commensurate with the NEO’s level of responsibility.

The Compensation Committee ~~evaluates NEO incentive compensation under~~reviews the Company’s MIP and LTIP. MIP compensation is dependent on the Company achieving certain ONI and Free Cash Flow goals. LTIP compensation is dependent on longer-term performance metrics, including the achievement of cumulative two-year adjusted EBITDA and ROCE goals. The Compensation Committee reviews these incentive plans annually, as discussed in the ~~“Risk Oversight”~~Risk Oversight section of this proxy statement, to determine whether they present undue risk to the Company.

~~Executive Compensation and Governance Best Practices~~

~~The Compensation Committee, comprised entirely of independent directors, regularly monitors and implements best practices in executive compensation and governance, including the following:~~


~~What We Do~~	~~What We Don’t Do~~
~~Retain independent compensation advisors engaged by, and reporting directly to, the Compensation Committee~~	~~Provide for excise tax-gross ups in the event of a change in control for new executives (since 2011)~~
~~Maintain a pay mix that is heavily performance-based~~	~~Backdate or reprice stock options or SOSARs~~
~~Set compensation component levels after consideration of peer group compensation market data, generally targeted at the size-adjusted 50~~^th ~~percentile~~	~~Pay dividend equivalents on unearned performance awards~~
~~Disclose the financial performance metrics used in our incentive payouts~~	~~Permit hedging transactions or short sales~~
~~Annually assess and design our compensation programs to mitigate compensation-related risks~~	~~Permit pledging or holding Company stock in a margin account~~
~~Maintain stock ownership guidelines for executives~~	~~Provide excessive perquisites~~
~~Use different performance metrics in the short- and long-term incentive plans, in order to avoid heavy reliance on one definition of success~~	~~Offer employment agreements for any NEOs~~
~~Maintain a clawback policy to recoup pay in select circumstances~~

Determination of Compensation Levels

The Compensation Committee seeks input from certain NEOs, external advisors and other Company executives when determining compensation decisions. Specifically:

~~The Compensation Committee retains an independent compensation consultant (“Consultant”) to provide advice, information and analysis on executive compensation and benefits.~~

~~The Compensation Committee consults with the Company’s CEO, Vice President of Human Resources and the Consultant to design the compensation programs.~~

The Compensation Committee consults with the CEO, CFO, the Consultant and external legal counsel to obtain background on the Company’s key financial objectives, metrics and performance, and design of the Company’s short- and long-term incentive compensation programs.

~~Compensation decisions pertaining to the NEOs (other than the CEO) are made by the Compensation Committee with consideration of recommendations from the CEO and guidance received from the Consultant.~~

~~The Company’s legal counsel and human resources staff provide legal, governance and technical input to the Compensation Committee.~~

The Compensation Committee retains an independent compensation consultant (“Consultant”) that regularly meets with the Compensation Committee in executive session to provide advice, information and analysis on executive compensation and benefits.

The Compensation Committee confers with the Consultant, the CEO, the CFO, and the Vice President of Global Human Resources and Administration to design compensation programs and obtain background on the Company’s key financial objectives, metrics and performance, and design of the Company’s short- and long-term incentive compensation programs.

Compensation decisions pertaining to the CEO are ratified by the independent members of the Board, based on recommendations by the Compensation Committee and guidance from the Consultant.

Compensation decisions pertaining to the NEOs, other than the CEO, are made by the Compensation Committee with consideration of recommendations from the CEO and guidance from the Consultant.

The Company’s legal counsel and Human Resources staff provide legal, governance and technical input to the Compensation Committee with oversight by the Consultant.

2020 PROXY STATEMENT › 33

EXECUTIVE COMPENSATION

The Compensation Committee may invite NEOs to attend portions of its meetings; however, the Compensation Committee ~~usually~~ meets in executive session alone and with and without the Consultant to reach final decisions regarding NEO compensation.

To assist with reviewing NEO compensation, the Compensation Committee considers market benchmark data, pay history, tally sheets, vested and unvested equity holdings and required share ownership. The Compensation Committee uses this information, in addition to market compensation data, individual and Company performance, and ~~talent, and~~the Company’s succession planning when making compensation decisions for each NEO.

~~Pay decisions for each NEO (other than~~

Consistent with the CEO) as well as all other executive officers are approved by the Compensation Committee. In the case of the CEO, the Compensation Committee, with assistance from the Consultant, develops recommendations in executive session without the CEO or any other member of Management, and then provides its recommendation to the independent members of the Board for ratification and approval.

~~In 2016,~~prior year, the Compensation Committee continued to retain the services of Meridian Compensation Partners, LLC (“Meridian”) as the ~~Consultant.~~Consultant during 2019. The role of the Consultant is to assist with:

providing competitive compensation market data;

assessing the competitiveness of the executive compensation programs;

making recommendations regarding program design based on prevailing market practices and business conditions; and

advising the Compensation Committee on:

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the level of each NEO’s compensation;

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composition of the compensation peer group;

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incentive plan performance metrics and design;

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external trends and regulatory developments; ~~and~~

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revisions or additions to the Company’s executive compensation ~~policies.~~policies; and

Say-on-Pay guidance and input.

Compensation Peer Group and Benchmarking Process

To determine market levels, the Company targets the size-adjusted 50th percentile ~~(as determined through regression analysis)~~of the Company’s peer group

companies (“Compensation Peer Group”), and the Compensation Committee reviews target total compensation for similarly situated executives from ~~peer group companies (“~~the Compensation Peer ~~Group”),~~Group where data is available, as well as from multiple ~~nationally recognized~~nationally-recognized compensation survey sources including:

William H. Mercer’s Executive Compensation Database;

Willis Towers Watson’s Executive Compensation Database; and

Korn Ferry Hay Group’s Executive Compensation ~~Database~~ Database.

A market analysis is performed annually for the CEO and CFO and biennially for the remaining ~~NEOs,~~executives, unless market conditions warrant a market study for additional executive roles for the year. For ~~2016~~2019 compensation decisions, the market review included the total compensation of the CEO and CFO and all ~~executives.~~other NEOs.

The Compensation Committee annually reviews the Company’s Compensation Peer Group to establish a relevant and appropriate peer group size.

The Compensation Committee ~~approved an adjustment~~believes the current Compensation Peer Group was appropriate for 2019 as it consists of companies within a reasonable revenue range compared to Company (subject to size-adjusting as described below) in the paper, packaging and forest products industries. In selecting peer ~~group~~companies, the Compensation Committee targets consistency in the Company’s Compensation Peer Group to ~~be used in setting 2016 pay levels~~ensure it continues to ~~more appropriately~~ reflect companies ~~that fit~~within its industry ~~and size parameters, and to account~~ for acquisitions of existing peer companies. Specifically, MeadWestvaco Corporation (merged with RockTenn) and Cenveo Incorporated were replaced by Domtar Corporation and Resolute Forest Products Incorporated. The annual revenues ofwhich the ~~companies in the 2016 peer group range from $352 million to $6.3 billion with median revenue of $3.3 billion (versus the Company’s 2016 annual revenue of $1.6 billion).~~Company competes for talent.

~~Although~~Recognizing that the median annual revenue of the Company’s Compensation Peer Group is ~~slightly~~ greater than ~~two times~~ the Company’s ~~2016~~2019 annual revenue, the Company targets the size-adjusted revenue at the 50th percentile ~~as determined~~ through regression analysis to determine appropriate market levels in setting competitive pay. ~~Benchmarking~~The Compensation Committee believes the methodology of benchmarking pay to regressed ~~pay~~peer compensation levels is a widely-accepted ~~methodology for setting company’s executive compensation through comparisons to pay levels of its peer companies on a size-adjusted basis.~~and appropriate methodology.

2020 PROXY STATEMENT › 34

Regression analysis is used to develop a mathematical equation showing how certain variables are related. In regression terminology, the variable which is being predicted by the mathematical equation is called the “dependent” variable. The variable or variables being used to predict the value of the dependent variable are called the “independent” variables. In the Company’s market benchmarking analysis, the dependent variable was compensation; either base salary, total cash compensation (base plus short-term incentives), or total direct compensation (total cash plus long-term incentives). For the corporate level positions, the independent variable was fiscal 2016 projected revenue to predict the levels of compensation.

EXECUTIVE COMPENSATION

Additionally, in selecting peer companies, the Compensation Committee believes that consistency in the Company’s Compensation Peer Group is necessary to ensure that it reflects companies within its industry for which the Company competes for talent.

The following is a list of companies included in the 2019 Compensation Peer Group ~~for 2016:~~with size-adjusted revenues:


~~2016~~
2019 Compensation Peer Group
~~AEP Industries,~~ Aptar Group, Inc.	Neenah ~~Paper~~ Inc.
~~Aptar Group, Inc.~~ Avery Dennison Corp.	Packaging Corp. of America
~~Avery Dennison Corp.~~ Bemis Company Inc.	Potlatch Corp.
~~Bemis Company Inc.~~ Clearwater Paper Corp.	Rayonier, Inc.
~~Clearwater Paper~~ Domtar Corp.	Resolute Forest Products, Inc.
~~Domtar Corp.~~ Graphic Packaging Holding Co.	Schweitzer-Mauduit International, Inc.
~~Graphic Packaging Holding Co.~~ Greif, Inc.	Silgan Holdings, Inc.
~~Greif, Inc.~~	~~Sonoco Products Co.~~
KapStone Paper & Packaging Corp.	~~Wausau Paper Corp.~~Sonoco Products Co.

Although the revenue size of the Company has been reduced significantly following the sale of the Specialty Papers business unit in 2018, the Compensation Committee kept the Compensation Peer Group unchanged. The peer group companies remain those with whom the Company competes with for ~~2017 compensation decisions will remain unchanged except~~business and for talent, and the Compensation Committee believes the statistical analyses used to size-adjust the data compensates for the ~~removal~~size variances that exist among the group. The Compensation Committee intends to continue to monitor the Compensation Peer Group and analyze a sub-set of ~~Wausau Paper due~~the group (which eliminates those companies with revenues over $5 billion) to ~~their acquisition by SCA.~~ensure that these companies do not skew the overall results of the existing group.

~~Elements of Compensation~~

The elements of our executive compensation programs for 2016 included base salary, short- and long-term incentives, minimal perquisites, and retirement and other benefits, as summarized in the following table:


~~Primary Elements of Compensation~~
~~Element~~	~~Form~~	~~Relation to Performance~~
~~Base Salary~~	~~Fixed Cash~~	~~Reflects each executive’s performance, responsibilities, skills and value to the Company~~
~~Short-Term Incentive (STI)~~	~~Annual Cash Bonus~~ ~~(MIP)~~	~~Motivates and rewards executives for achieving annual financial results~~
~~Long-Term Incentives (LTI)~~	~~Stock Only Stock Appreciation Rights~~ ~~(SOSARs)~~	~~Provides value through stock price appreciation~~
	~~Performance Share Awards~~ ~~(PSAs)~~	~~Motivates and rewards executives for achieving two-year cumulative business results derived from the Company’s strategic plan~~
	~~Restricted Stock Units (RSUs)~~	~~Typically used on a limited basis to promote retention of key executives to support execution of the Company’s strategic plan~~
~~Other Benefits~~	~~Supplemental retirement plans, change in control and minimal perquisites~~	~~Not performance-based; competitive offerings to attract and retain high caliber executive talent~~

2020 PROXY STATEMENT › 35

~~Target Pay Mix~~

EXECUTIVE COMPENSATION

TARGET PAY MIX

Annually, the Compensation Committee reviews the mix of base salary, STI and LTI, which comprises total target direct compensation, for each NEO to ensure an appropriate level of the executives’ recurring target compensation is tied to Company performance. The Compensation Committee believes this approach is appropriate ~~in order~~ to provide year-over-year consistency in analyzing the pay mix when compared to the peer group.

The targeted pay mix of compensation varies ~~among~~for each NEO with an average of ~~66%~~58% of target pay considered at risk. This average does not include one-time equity grants, pension or other benefits. Mr. Parrini has the greatest level of ~~at-risk compensation,~~STI and LTI opportunity, with ~~72%~~74% of his total target direct compensation ~~tied to Company performance.~~considered at risk. The Compensation Committee believes this level is appropriate for Mr. Parrini given his ~~role~~responsibility as CEO to deliver and sustain shareholder value.

CEO Compensation Mix

All Other NEO Average Compensation Mix

Base Salary

The Compensation Committee believes base salary, which contributes to the Company’s compensation objectives of attracting and retaining talented executives, is an important element of compensation. The base salaries of the NEOs are approved annually by the Compensation Committee ~~typically during~~and, in the ~~first quarter~~case of the ~~calendar year.~~CEO, by the independent members of the Board. The Compensation Committee considers several factors, without any assigned relative weightings, when determining base salary increases for NEOs:

salary recommendations from the CEO for the NEOs other than himself;

Company and individual NEO performance;

the accountability and complexity of the NEO’s role in attaining Company objectives;

the external competitiveness of the NEO’s compensation;

Company executive succession planning; and

internal equity and retention considerations.

~~For 2016, the following NEO~~There were no annual base salary increases for 2019 with the exception of Messrs. Hillard and Astley whose roles expanded as part of the functional operating model and leadership changes. Messrs. Hillard and Astley were ~~approved:~~each provided a salary increase to recognize their promotions and expanded responsibilities, consistent with the Compensation Committee’s benchmarking.

NEO Base Salaries (Annualized)

NEO

Prior Base Salary (effective
February 1, 2015)

New Base Salary
(effective
February 1, 2016)

% change

Parrini

$945,500

$973,865

3.0%

Jacunski ¹

489,158

529,024

8.1

Hillard ²

-

315,000

N/A

Astley

357,331

368,051

3.0

Matsumoto

330,116

338,369

2.5

NEO Base Salaries (Annualized)
NEO	Prior Base Salary (as of February 1, 2018)	New Base Salary (as of February 1, 2019)	% change
Parrini	$ 998,212	$ 998,212	0.0%
Hillard ⁽¹⁾	327,600	375,000	14.5%
Astley ⁽¹⁾	393,815	426,000	8.2%
Elder	311,451	311,451	0.0%
Zakutney	321,300	321,300	0.0%
Jacunski	550,185	550,185	0.0%
Rapp ⁽²⁾	363,820	363,820	0.0%

(1) Salary increase provided to recognize role change and/or promotion

(2) Mr. Rapp’s salary was paid in Euros; average 2019 exchange rate was 1.1196$/Euro.

2020 PROXY STATEMENT › 36

~~(1)~~

Mr. Jacunski received a 3% increase on February 1, 2016 to $503,833 and received an additional 5% increase to $529,024 on April 6, 2016 in connection with the additional responsibility as Business Unit President. Mr. Jacunski was also paid a separate monthly stipend of $10,000 for his additional responsibility while leading SPBU. The aggregate amount of the monthly stipend paid to Mr. Jacunski was approximately $88,000, which the Compensation Committee felt was reasonable given the amount historically paid for this position. Mr. Jacunski’s responsibility as Business Unit President ceased in January 2017 at which time the monthly stipend was eliminated.

~~(2)~~

~~Mr. Hillard joined the Company on March 21, 2016 and did not receive a salary increase in 2016.~~

~~With the exception of Mr. Jacunski discussed above, the base salary increases noted above are consistent with the broader merit adjustments received by other Glatfelter salaried employees.~~

EXECUTIVE COMPENSATION

Short-Term Incentives: The Management Incentive Plan

The Company provides an annual ~~short-term incentive~~STI bonus opportunity to the NEOs under the Company’s MIP. The Compensation Committee approves a target bonus for each NEO expressed as a percentage of the NEO’s base salary. The Compensation Committee establishes target bonuses for the NEOs ~~generally~~ at the 50th percentile of the ~~market and retains flexibility~~Company’ Compensation Peer Group. There were no changes to ~~deviate from the target.~~

~~For 2016~~NEO target bonuses ~~as a percent of base salary~~ for ~~Messrs. Jacunski, Astley and Matsumoto were~~2019 except for Mr. Hillard, whose target was increased by 510 percentage points ~~each for closer alignment~~ to ~~market competitive levels; Mr. Parrini’s~~recognize his promotion to CFO and align to market-competitive levels.

2019 NEO target ~~percent was unchanged from 2015. The following table sets forth targeted~~ bonus ~~levels for each NEO:~~opportunities were as follows:

NEO MIP Target Bonus

NEO	~~2016~~2019 Target Bonus (as a percentage of ~~2016~~2019 Base Salary)

Parrini	100%
~~Jacunski~~	65
Hillard	4560%
Astley	5555%
~~Matsumoto~~Elder	5045%
Zakutney	45%
Jacunski	65%
Rapp	55%

In February each year, the Compensation Committee, in consultation with the Audit Committee Chair, determines the degree to which the pre-established MIP performance metrics have been met. The Compensation Committee ~~also~~then decides whether to award bonuses to the NEOs, and at what level. The amount ultimately ~~received~~earned by the NEOs ~~and other eligible executives~~ depends on the achievement of performance metrics. The Compensation Committee may in its discretion adjust downward any bonus ~~earned by any~~of a NEO or other ~~executive.~~executive based on their judgment of management’s achievement of the financial outcomes. The use of downward discretion was last used in determining payouts of the 2017 MIP. Any downward adjustment to the CEO’s bonus requires ratification and approval by the independent members of the Board. ~~The Compensation Committee does not have discretion to increase any bonus earned by any NEO or other executive.~~

For ~~2016,~~2019, the Compensation Committee adopted a MIP design generally consistent with the design used in ~~2015 where~~2018 with a floor of 80% achievement of target performance which pays 50% of the target award and a ceiling of 140% achievement, which pays 200%~~, incorporating~~ of target. Performance below threshold levels results in a zero payout. The 2019 MIP incorporated the following ~~two~~ metrics for ~~all~~our NEOs:

ONI – defined as net income determined in accordance with accounting principles generally accepted in the United States (“US GAAP”), excluding after-tax pension income or pension expense, gains from the sale of timberlands and certain other items as specified by the Compensation Committee.

~~Free Cash Flow – defined as operating cash flows minus capital expenditures, excluding certain items as specified by the Compensation Committee.~~

The Company’s Business Unit leaders (Messrs. Jacunski and Astley) were also measured on operating profit for their respective business unit in addition to the Company’s ONI and Free Cash Flow.  Mr. Jacunski was eligible for a bifurcated award, with three months of performance based on his position as Executive Vice President (“EVP”) and CFO and nine months of performance based on his positions as EVP & CFO and Business Unit President.  Operating profit is determined in accordance with US GAAP and excludes pension expense and certain non-recurring items as determined by the Compensation Committee.
•
ONI – (weighted 80% for corporate positions and 24% for business unit positions).  ONI is defined as net income determined in accordance with accounting principles generally accepted in the United States (“US GAAP”), adjusted to exclude after-tax pension expense, the cost of strategic initiatives, and certain other items as specified by the Compensation Committee.
•
Free Cash Flow – (weighted 20% for corporate positions and 6% for business unit positions).  Free Cash Flow is defined as cash flows from operations determined in accordance with US GAAP less capital expenditures (adjusted to exclude spending related to strategic initiatives), and certain other adjustments as specified by the Compensation Committee.
•
Business Unit Operating Profit – (weighted 70% for business unit positions only). Operating profit is determined in accordance with US GAAP and excludes pension expense and certain non-recurring items as determined by the Compensation Committee.

These metrics ~~were originally chosen~~are intended to focus NEOs and other key executives on generating earnings and effectively managing cash flow. ~~The Compensation Committee supported using these metrics in 2016 to reinforce the Company’s operational and strategic objectives.~~

In ~~2016~~2019, the performance metrics were weighted as follows for the NEOs:


Corporate Positions	Business Unit Positions

2020 PROXY STATEMENT › 37

EXECUTIVE COMPENSATION

The targeted performance levels of ONI, Free Cash Flow, and business unit operating profit were derived from the Company’s ~~2016~~2019 budgeted levels ~~that were~~as approved by the Board. ~~The development of~~Developing the budget ~~considers~~involves a variety of factors and assumptions including the Company’s strategic planning process and an assessment of the ~~expected~~future business environment. The Compensation Committee incorporates a requirement that the Company achieve minimum performance (“Threshold”) for each metric separately before any bonus may be earned ~~(“Threshold”)~~ on the respective portions of the overall award.

The Compensation Committee set rigorous MIP goals for 2019 with targets above the prior year actual results to emphasize the importance of year-over-year growth. In setting ~~the operating ONI and Free Cash Flow~~ performance goals for ~~2016,~~2019, the Compensation Committee considered, among other factors, expectations of ~~an increasingly challenging~~projected growth in certain markets with a focus on engineered materials and the overall future business environment due to secular declines in demand, increasing competition, and excess capacity in many key markets. Furthermore, the Compensation Committee set the MIP goals in consideration of the risk that adverse global economic conditions could impact our target markets resulting in decreased demand for our products. For example, approximately $73.8 million of our revenue in 2016 was earned from shipments to customers located in Ukraine, Russia and members of the Commonwealth of Independent States.environment.

The following table outlines the approved threshold, target and maximum payment opportunities and financial goals for the NEOs under the ~~2016~~2019 MIP, as well as the weighted payout results based on the performance metric ~~weights shown in the chart above:~~

weights.


NEO MIP Performance Metrics and Payout Levels	NEO MIP Performance Metrics and Payout Levels							NEO MIP Performance Metrics and Payout Levels
									Plan Goals							2019 Results
		Plan Goals			2016 Results				Below Threshold (0% Payout)	Threshold (50% Payout)		Target (100% Payout)		Maximum (200% Payout)		Actual		Achievement Factor	Weighted MIP Payout %
		Threshold (50% Payout)	Target (100% Payout)	Maximum (200% Payout)	Actual	Achievement Factor	Weighted MIP Payout %

Achievement against Financial Goals		80%	100%	140%	N/A	N/A	N/A		< 80%		80%		100%		140%

Performance metric (millions)	Performance metric (millions)
							132.3%
Operating Net Income ⁽¹⁾		$46.4	$58.0	$81.1	$65.3	131.6%			< td7.7	$ 27.7		$ 34.6		$ 48.4		$ 35.5		107%	104.9%

Free Cash Flow ⁽¹⁾		49.3	61.6	86.2	70.3	135.2			< 43.2		43.2		54.0		75.5		53.4	98%	104.9%	104.9%
																				104.9%
Specialty Papers Business Unit Operating Profit ⁽²⁾		28.2	35.2	49.3	41.8	146.9	138.2%

Advanced Airlaid Materials Business Unit Operating Profit ⁽²⁾		18.4	23.0	32.2	24.5	116.2	125.9%
Airlaid Materials Business Unit Operating Profit ⁽²⁾									< 35.8		35.8		44.8		62.7		41.3	81%		87.8%
Composite Fibers Business Unit Operating Profit ⁽²⁾									< 48.3		48.3		60.4		84.6		49.5	55%		69.8%

(1)

Corporate NEO metric weighting: 80% ONI and 20% Free Cash ~~Flow~~Flow.

(2)

Business unit NEO metric weighting: ~~48%~~24% ONI, ~~12%~~6% Free Cash Flow, ~~40%~~70% Business Unit Operating ~~Profit~~Profit.

The ~~resulting~~2019 MIP ~~payments~~payouts earned for our NEOs ~~based on~~are shown below: Messrs. Jacunski and Rapp each received a payment in lieu of 2019 bonus as per the ~~financial results above were~~terms of their respective separation agreements with the Company, as ~~follows:~~described under “Executive Compensation Policies and Practices: Executive Severance Guidelines.”

NEO MIP Payments

NEO

2016 Target Bonus
(as a percentage of 2016 Base Salary)

Eligible
Salary

2016 MIP
Target
Bonus

2016 MIP
Payout
Percent

2016
MIP Payment

Parrini

100%

$973,865

$973,865

132.3%

$1,288,423

Jacunski ¹

65%

125,958

81,873

132.3%

108,318

Jacunski ²

65%

486,768

316,399

138.2%

437,264

Total J. Jacunski

65%

612,726

398,272

--

545,582

Hillard³

45%

245,564

110,504

132.3%

146,197

Astley

55%

368,051

202,428

125.9%

254,857

Matsumoto

50%

338,369

169,185

132.3%

223,831

NEO MIP Payments
NEO	2019 Target Bonus (as a percentage of 2019 Base Salary)	Eligible Salary		2019 MIP Target Bonus		2019 MIP Payout Percent	2019 MIP Payout
Parrini	100%	$ 998,212		$	998,212	104.9%	$	1,047,124
Hillard ⁽¹⁾	50%		54,600		27,300	104.9%		28,638
	60%		312,500		187,500	104.9%		196,688
	Total Hillard		367,100		214,800			225,325
Astley ⁽²⁾	55%		229,725		126,349	87.8%		110,934
	55%		177,500		97,625	87.8%		85,715
	Total Astley		407,225		223,974			196,649
Elder	45%	311,451			140,153	104.9%		147,020
Zakutney	45%	321,300			144,585	104.9%		151,670

Mr. Hillard's payment is pro-rated based on 2 months as Vice President, Corporate Development and Strategy and 10 months as Senior Vice President, Chief Financial Officer tied to Corporate results.

Mr. Astley's payment is pro-rated based on 7 months as Senior Vice President and Business Unit President, Advanced Airlaid Materials and 5 months as Senior Vice President, Chief Commercial Officer tied to Airlaid Material business unit results.

(1) Mr. Jacunski's award is pro-rated based on 3 months with corporate results (80% ONI and 20% Free Cash Flow) for the period before he assumed responsibility as Business Unit President for Specialty Papers.

~~(2) Mr. Jacunski's award is pro-rated based on 9 months as Business Unit President, with 40% tied to SPBU operating profit. Mr. Jacunski's total combined 2016 MIP payment is $545,582.~~

~~(3) Mr. Hillard's award is pro-rated based on his start date of March 21, 2016.~~

2020 PROXY STATEMENT › 38

EXECUTIVE COMPENSATION

Long-Term Incentives: ~~The Long-Term Incentive Plan~~

The Compensation Committee believes long-term compensation provides strong incentives for executives to deliver and sustain long-term financial performance to ~~its~~the Company’s shareholders. Annually, ~~in or around February,~~ the Compensation Committee determines the ~~amount~~target opportunity of ~~long-term~~LTI compensation to be granted to executives by targeting the size-adjusted 50th percentile of the market but reserves flexibility to deviate from the target.

The Company’s ~~2016~~2019 LTIP design was ~~designed to be 100% performance-based, with the exception of one-time retention awards. The design for 2016 was comprised of PSAs~~unchanged from 2018 and SOSARs and awards granted in 2016 vest over three years with a two-year performance period. The Compensation Committee has the flexibility to adjust the vesting period for new awards, if needed, to attract and employ newly-hired executives and offset potential loss of compensation from a former employer. As part of his employment compensation, Mr. Hillard received a special one-time grant upon hire to offset loss of equity compensation from his prior employer (details included in the “2016 LTI Grants” table).consisted of:

•

Performance-based PSAs, which vest over three years with a two-year absolute performance period and a three-year cumulative relative TSR modifier, and

•

Time-based RSUs, which vest over three years based on continued service.

PSAs comprise the majority of the total annual target value at 60% of the annual LTIP award value and the remaining 40% as RSUs.

The ~~2016~~2019 annual LTIP design is summarized below:


~~2016~~2019 LTIP
Equity Vehicle (Weight)	Compensation Opportunity	Financial Performance Metrics	Objective
PSAs ~~(50%~~(60%)	-Ability to earn shares of Company common stock upon the attainment of pre-established ~~two year~~two-year performance goals (January 1, ~~2016~~2019 through December 31, ~~2017); one additional year~~2020), plus a three-year cumulative TSR modifier; vesting occurs at the end of ~~service required for a total of three years for vesting~~the three-year period, assuming continued employment. -Threshold performance level: 60% achievement results in a 20% of ~~a NEOs~~ target ~~opportunity for 60% achievement.~~payout. -Maximum performance level: 140% achievement results in a 200% of ~~a NEOs~~ target ~~opportunity for 140% achievement.~~payout.	-Weighted 60% on average ROCE – two-year ~~average~~average. -Weighted 40% on cumulative adjusted EBITDA ~~(earnings before interest, taxes, depreciation, amortization, and pension expense and excluding unusual items)~~over two years. - Three-year relative TSR modifier (S&P SmallCap 600 Index).	-Align executives’ and shareholders’ interests to drive stock price ~~appreciation~~appreciation. -Drive long-term earnings growth and effective utilization of ~~capital~~
~~SOSARs (50%)~~	-~~Ability to realize value is entirely dependent on appreciation in the Company’s common stock price upon vesting.~~	-~~Company Stock Price~~	-~~Align Executive and shareholders’ interests to drive stock price appreciation~~capital.
RSUs ~~(one-time retention awards)~~ (40%)	-Ability to ~~vest in~~earn shares ~~if the NEO continues~~of Company common stock based on continued employment over a ~~five year period~~three-year period.	-Value increases as the Company ~~Stock Price~~stock price increases and is not tied to the three-year relative TSR modifier.	-~~Ensure~~ Promote retention of ~~NEOs critical~~key executives to ~~executing Company strategies~~support execution of the Company’s strategic plan.

EBITDA is a commonly used measure of the cash earnings that are generated. ROCE measures how effectively capital is being employed and the return from capital management decisions. ROCE, in general terms, is calculated as adjusted earnings divided by a capital base. These metrics are appropriate due to the focus on efficient use of resources and longer-term profitability across the business units.

PSAs have a two-year ROCE/EBITDA performance period and a three-year vesting period, so that a NEO must remain employed for one year after the end of the ROCE/EBITDA performance period to receive the underlying shares. A three-year relative TSR modifier is measured against the S&P SmallCap 600 Index at the end of the vesting period. The TSR modifier will apply a positive or negative 25% modifier if the Company’s TSR is in the first or fourth quartile, respectively. An overall

EXECUTIVE COMPENSATION

maximum payment of 200% will be applied regardless of any TSR modifier.

The Compensation Committee believes that a two-year ROCE/EBITDA performance period is appropriate for PSAs at this time, in order to give more accurate visibility to goal setting. In setting two-year performance measurement periods for PSAs granted in 2019, the

2020 PROXY STATEMENT › 39

EXECUTIVE COMPENSATION

Compensation Committee considered (1) the need to provide line-of-sight to incent executives to achieve capital productivity and earnings goals over the longer-term and (2) the inability to forecast ROCE/EBITDA performance goals beyond the two-year period due to the cyclical nature of our business. The Compensation Committee decided to set two-year ROCE/EBITDA performance goals, with a three- year relative TSR modifier and three years of time-based vesting (assuming achievement of the performance goals), in order to promote sustained performance focus and encourage long-term retention.

Given their relationship to our annual operating plan and business strategy, the pre-established ROCE and EBITDA goals and their specific target levels for the ~~2016-2017~~2019-2020 performance period are confidential and commercially-sensitive information that we do not publicly ~~disclose.~~disclose until after the performance period is completed. We believe that such information would provide our competitors, customers and other third parties with significant insights regarding our confidential business strategies ~~that~~and could cause us substantial competitive harm. The RSUs cliff-vest at the end of a three-year period, based on continued service. The Compensation Committee ~~set 2016-2017 ROCE~~determined that three-year vesting is appropriate for RSUs because it aligns with the Company’s strategic planning cycle and ~~EBITDA targets for~~supports retention.

In addition to the ~~PSAs at~~annual LTIP grant, certain NEOs were granted RSUs in 2019 in connection with their roles in driving the Company’s strategic transformation: Mr. Parrini turned age 55 in September 2019 and became eligible to receive his early retirement pension benefits under the Retirement Plan and Supplemental Executive Retirement Plan (SERP) in the event he elected to retire from employment. As a ~~level~~result, these pension plans no longer provide a significant retention incentive. Given the Company’s momentum with its strategic transformation and the importance of Mr. Parrini to the corporate initiatives, the Board determined that it ~~believed would be challenging but possible for~~was appropriate to grant Mr. Parrini a one-time three-year LTI retention grant on November 13, 2019 comprised of time-based RSUs valued at $2 million (110,132 RSUs). The Board believes Mr. Parrini’s continued leadership is important to the Company and our shareholders, especially during this period of transition, as the Company continues its transformation and further solidifies the leadership team under the functional operating model. The RSU grant is subject to ~~achieve.~~three-year vesting based on continued service. The Company also granted the following LTIP grants in connection with the strategic transformation: Mr. Astley received a grant of 27,185 RSUs on August 1, 2019 upon his promotion to SVP and Chief Commercial Officer; Mr. Elder received a grant of 13,011 RSUs on February 28, 2019 in recognition of his role in providing continuity during the change of Chief Financial Officers, and Mr. Zakutney received a grant of 7,097 RSUs on February 21, 2019 related to his oversight of the Company’s strategic transformation including the standardization of the Company’s technology platform and global business processes. Each grant is subject to three-year vesting based on continued service.

The PSAs and ~~SOSARs~~RSUs granted to the NEOs during ~~2016~~2019 were based on the NEOs’ overall responsibilities and individual performance, and information provided by the Consultant based on a market ~~analysis~~benchmarks for each position. The following table provides ~~an overview~~a summary of the ~~2016 SOSARs~~RSU and PSA ~~target~~(at target) awards granted in ~~2016:~~2019:

2016 LTI Grants⁽¹⁾

SOSARs

Performance Shares

NEO

Minimum Shares
(0% payout below
threshold)
Performance
Share Target
(100% payout)
Maximum Shares
(200% payout at
Maximum)

Parrini
197,678

0
45,304
90,608

Jacunski
72,639

0
16,647
33,294

Hillard ⁽²⁾
63,286

0
15,351
30,702

Astley
44,215

0
10,133
20,266

Matsumoto
47,372

0
10,857
21,714

2019 LTI Grants ⁽¹⁾
										PSAs
NEO	Total Shares ⁽²⁾		Time Based RSU's		One-Time Retention Shares		Minimum Shares (0% payout below threshold)			Performance Share Target (100% payout)		Maximum Shares (200% payout at Maximum)
Parrini		228,952		47,528		110,132		—			71,292		142,584
Hillard		21,647		8,659				—			12,988		25,976
Astley		54,510		10,930		27,185		—			16,395		32,790
Elder		28,980		6,388		13,011		—			9,581		19,162
Zakutney		24,485		6,955		7,097		—			10,433		20,866
Jacunski		42,583		17,033					—		25,550		51,100
Rapp		21,629		8,652					—		12,977		25,954

(1)

Additional details regarding the NEOs’ ~~2016~~2019 LTI grants can be found in the Grants of Plan-Based Awards table.

(2)

~~As part of his employment compensation,~~ ~~Mr. Hillard was granted a total of 15,351 PSAs in 2016, which consisted of 7,740 PSAs for~~Total shares reflect the ~~2015-2017 grant cycle~~time-based RSUs, one-time retention RSUs, and ~~7,611 PSAs as part of the 2016-2018 grant cycle to immediately align his interests with the long-term objectives of the Company.~~performance share awards assuming target performance.

~~Mr. Jacunski’s Retention Grant~~2020 PROXY STATEMENT › 40

In addition to his annual grant, Mr. Jacunski received a one-time retention grant of 24,728 RSUs in connection with his expanded responsibility as Specialty Papers Business Unit President. The Board believes Mr. Jacunski is essential to executing the Company’s strategic plan. Mr. Jacunski must remain continuously employed for five years to receive the award.

EXECUTIVE COMPENSATION

The Compensation Committee determined that changes to the general design of the LTI awards would be made for 2017 in line with market trends moving away from the use of SOSARs. The Company’s 2017 LTIP design consists of PSAs and RSUs, with PSAs weighted as the majority of the total award value at 60% of the award value and RSUs for the remaining 40% of the total award value. The PSAs are based on a two-year performance period with an additional year of vesting required, with performance tied to cumulative EBITDA and average ROCE for the performance period consistent with 2016 design. RSUs require a three-year vesting period.

Vesting of ~~2014~~ Performance Share Grants

The chart below illustrates the overlapping performance cycles for ~~PSA grants:~~performance share awards. Payouts for the 2018 and 2019 grants may be adjusted based on the three-year relative TSR modifier: +25% for top quartile performance or -25% for fourth quartile performance:

PSA Grant Cycle
Performance Period Duration
Grant Year
2014
2015
2016
2017
2018
2014

2015

2016

Additional year vesting tail

PSA Grant Cycle	Performance Period Duration
Grant Year	2017	2018	2019	2020	2021
2017	2-year ROCE Goal		Additional 12-month vesting tail
	2-year EBITDA Goal
2018		2-year ROCE and EBITDA Goals
		3-year TSR Modifier
2019			2-year ROCE and EBITDA Goals
			3-Year TSR Modifier

Award Payout

Prior to 2016, PSAs had a three-year performance period with immediate vesting once earned. Beginning in 2016, the performance period was shortened to two year to give better visibility to goal setting. The vesting period remains at three years, requiring an additional year of vesting once earned.

In determining to establish a two-year performance measurement period for PSAs granted in 2016, the Compensation Committee considered (1) the need to provide line-of-sight to incentivize executives to achieve capital productivity and earnings goals over the longer-term and (2) the inability to forecast performance goals beyond the two-year period due to cyclical downtown in our business and adverse global economic conditions. As a result, for PSA grants in 2016, the Compensation Committee decided to set challenging but reasonably achievable two-year performance goals with one additional year of vesting required once earned, in order to promote sustained performance focus, encourage long-term retention and align with a typical three-year performance period.

PSAs that were granted in ~~2014~~2017 vested on December 31, ~~2016~~2019 following the conclusion of a two-year performance period (ending December 31, 2018) and three-year ~~performance period.~~vesting requirement. The following table illustrates the pre-determined performance goals, as well as the final results and payout level based on actual performance delivered during the performance period:

Performance Share Performance Goals

Cumulative Adjusted EBITDA (millions) –
Weighted 40%

ROCE –(three year average)
Weighted 60%

Maximum
$972.3

14.1%

Target
694.5

10.1

Threshold
555.6

8.1

Actual
504.0

7.7

Percent Achievement
0.0%

0.0%

Payout Percent
0.0%

2017 Performance Goals
	ROCE – Weighted 60% (three year average)	Cumulative Adjusted EBITDA - Weighted 40% (millions)
Maximum	10.5%		$ 515.1
Target	7.5	367.9
Threshold	4.5	220.7
Actual	5.9	328.6
Percent Achievement	38.8%		67.9%
Payout Percent	50.5%

For more information regarding the 2017 PSAs, see page 34 of our proxy statement filed on March 29, 2018.

~~Since the performance fell below the minimum required performance level, no PSAs were earned by any of the NEOs~~

The resulting payouts from the ~~2014 grant.~~2017-2019 PSA cycle reflecting performance against the goals are shown below.

NEO Performance Shares Earned from 2017 Grant
NEO	Target Performance Shares ⁽¹⁾		Payout (as a % of Target)	Actual Shares Earned ⁽¹⁾
Parrini		44,222	50.5%		22,332
Hillard		8,337	50.5%		4,210
Astley		9,892	50.5%		4,995
Elder		6,358	50.5%		3,210
Zakutney		6,924	50.5%		3,496
Rapp ⁽²⁾		6,890	50.5%		3,479

(1)

(1)	Actual shares earned include dividends accrued during the performance period.

(2)	Mr. Rapp’s target performance shares are pro-rated through his separation date.

2020 PROXY STATEMENT › 41

EXECUTIVE COMPENSATION

~~Perquisites~~

~~Perquisites~~PSAs that were granted in 2018 were based on ROCE and EBITDA performance through December 31, 2019 and are ~~offered~~subject to ~~certain NEOs~~adjustment based on a ~~limited basis.~~three-year relative TSR modifier for the period 2018-2020. The following table describes the performance goals for the two-year performance period (2018-2019), and the payout levels based on actual ROCE and EBIDTA performance delivered during the performance period. The final payout amounts are subject to change based on the three-year relative TSR modifier.

Payouts are also subject to time-based vesting through December 31, 2020. Payout of performance shares may be adjusted based on the three-year relative TSR modifier: +25% for top quartile performance or -25% for fourth quartile performance.

2018 Performance Goals
	ROCE - Weighted 60% (three year average)	Cumulative Adjusted EBITDA - Weighted 40$ (millions)
Maximum	10.8%	$561.3
Target	7.7	400.9
Threshold	4.6	240.5
Actual	5.0	319.3
Percent Achievement	15.1%	15.9%
Payout Percent (subject to three-year relative TSR modifier)	31.0%

For more information regarding the 2018 PSAs, see page 34 of our proxy statement filed on March 29, 2019.

EXECUTIVE COMPENSATION

PERQUISITES

Perquisites at the Company are very limited. The Compensation Committee believes perquisites should be a minimal part of executive compensation. Perquisites include a ~~country~~ club membership for Mr. ~~Parrini.~~Parrini and a car allowance for Mr. Rapp prior to his termination, as is customary for executives in Europe. All NEOs are eligible to receive a Company-paid executive physical and executive long-term disability coverage. More information on the perquisite costs can be found in the Summary Compensation Table.

POST-EMPLOYMENT RETIREMENT COMPENSATION

The Compensation Committee believes offering post-employment compensation allows the Company to attract, retain, and motivate qualified employees and executives in the current competitive marketplace.

During 2019, the Company provided qualified and non-qualified pension plans for U.S.-based employees and other arrangements for those outside of the United States.

Under the tax-qualified Glatfelter Retirement Plan (the Retirement Plan), eligible employees who were hired prior to 2007 participated in a traditional pension formula and those hired beginning in 2007 and later participated in a cash balance pension formula.

Non-qualified pension plans consisted of a Supplemental Executive Retirement Plan (SERP) and a Supplemental Management Pension Plan (SMPP). The SERP was tied to the qualified Retirement Plan and provided post-employment benefits for eligible NEOs. The SMPP provided an early retirement supplement for certain NEOs. Details regarding pension benefits and potential payments to the NEOs under these plans are discussed in the Pension Benefits section.

The Company froze benefit accruals under the Retirement Plan as of May 31, 2019 and terminated the Retirement Plan effective June 30, 2019. Additionally, the Company froze the benefits of all participants in the SERP effective December 31, 2019.

The Company offered a new non-qualified deferred compensation plan effective January 1, 2020. The 2020 non-qualified deferred compensation plan coordinates with the 401(k) plan by providing a Company contribution related to compensation in excess of the 401(k) plan limits with a maximum non-qualified contribution of 7% of such excess compensation. Accrued benefits from the frozen SERP were converted to opening balances under the nonqualified deferred compensation plan as of January 1, 2020, which will be credited with a market rate of interest (Moody’s Aa bond yield) until distribution. The opening balance, with interest, will be paid after separation from service in the same form that the SERP benefit would have been paid.

2020 PROXY STATEMENT › 42

EXECUTIVE COMPENSATION

The NEOs participated in the following pension plans during 2019:

	Qualified Pension Plan		Non-Qualified Pension Plans			Non-U.S. Plans
	Traditional	Cash Balance	SERP Restoration	SERP FAC⁽¹⁾	SMPP⁽²⁾	Other Arrangement
Parrini	✓		✓	✓
Hillard		✓	✓
Astley		✓	✓
Elder	✓		✓		✓
Zakutney		✓	✓
Jacunski	✓		✓		✓
Rapp⁽³⁾						✓

(1)

The SERP Final Average Compensation (FAC) pension applied only to Mr. Parrini

(2)

Messrs. Elder and Jacunski were SMPP participants during 2019. Mr. Elder’s participation ceased as a result of his qualified pension plan distribution, and Mr. Jacunski’s participation ceased upon his separation from the Company.

(3)

Mr. Rapp is a German citizen and did not participate in the U.S. plans. Prior to his separation from the Company, he had a separate individual retirement pension contract with the Company.

2020 PROXY STATEMENT › 43

EXECUTIVE COMPENSATION

ADDITIONAL COMPENSATION POLICIES AND PRACTICES

Executive Severance Guidelines

The Company has executive severance guidelines to serve as the basis for determining the severance benefits available to the CEO, EVP, SVPs and other VPs in the case of certain terminations of employment from the Company (other than for cause, resignation, death or disability). The severance guidelines do not apply in circumstances in which change in control agreements apply. The Compensation Committee retains the authority to modify or terminate severance arrangements, in its discretion, as circumstances may warrant. Additional details on severance guidelines and potential payments in the event of a termination of employment are discussed in the “Potential Payments upon Termination or Change in Control” section.

On March 1, 2019, the Company announced certain key leadership changes in connection with its launch of the next steps in its business transformation. As a result, Mr. Jacunski entered into a Separation Agreement with the Company on March 27, 2019. Consistent with the executive severance guidelines, the Company agreed to pay or provide Mr. Jacunski the following: a) $997,293 which represents 15 months of base salary and bonus which was paid in a combination of 15 monthly installments and a lump sum payment; b) reimbursement of COBRA premiums for continued medical, prescription drug and dental coverage for the 15-month period following the termination date, less the amount that active employees pay for such coverage; and c) $30,000 in lieu of outplacement services. In addition, pursuant to the negotiated separation agreement, and separate from the Company’s standard executive severance guidelines, the Company agreed to a) a cash payment of $89,500 in lieu of any 2019 annual bonus; b)an additional lump sum payment of $500,000; and c) an enhancement to Mr. Jacunski’s SERP benefit to calculate the value of the SERP benefit as if he was 55 years old as of the date of his separation rather than his actual age of 53. Mr. Jacunski’s pension benefits will otherwise be determined based on his years of service and compensation as of the termination date in accordance with the terms of the SERP and the Retirement Plan. The Company also paid earned but unused vacation according to Company policy.

Mr. Rapp entered into a Separation Agreement with the Company on April 23, 2019 that provided for his continued employment through September 30, 2019. Consistent with Mr. Rapp’s employment agreement with the Company, the Company agreed to pay Mr. Rapp €676,387 as a severance, which represented 17 months of base salary. In addition, pursuant to the negotiated severance agreement,

the Company agreed to pay (a) €141,072 in lieu of a prorated 2019 bonus, and (b) €59,030 as a bonus after the successful completion of transition duties including a seamless handoff of customer relations. Consistent with Mr. Rapp’s employment agreement with the Company, the Company also agreed to reimburse Mr. Rapp for the cost of health insurance for the 17-month period following the termination date, less the amount that the Company would have paid for such health insurance had Mr. Rapp remained employed during the 17-month period following the termination date. The Company also paid earned, but unused, vacation according to Company policy.

Messrs. Rapp and Jacunski must comply with covenants related to confidentiality, non-competition and non-solicitation of employees and other service providers as a condition to receiving the severance payments described above.

Change in Control Arrangements and Double Trigger Equity Grant Vesting

The Company has entered into Change in Control (“CIC") Agreements with each of the NEOs and certain other executives. The Compensation Committee believes these arrangements will serve as an incentive for executives to act in the interest of shareholders in the event of a CIC, without regard to personal risks to their continued employment resulting from a CIC. Generally, these agreements provide for severance and other benefits to be paid to executives upon a qualifying CIC. Since 2011, new CIC Agreements do not provide a tax gross-up provision for excise taxes imposed under the Internal Revenue Code of 1986, as amended (the “Code”). Therefore, Messrs. Astley, Hillard and Zakutney do not have any tax gross-up provisions. The legacy CIC agreements of Messrs. Parrini and Elder, which were entered into before 2011, contain tax gross-up provisions.

The Company’s equity grant agreements include “double trigger” provisions that accelerate vesting in the event of a CIC if the executive is terminated without cause or resigns with good reason (as defined in the applicable agreement). The Compensation Committee believes that the double trigger provision will ensure continuity of Management during mergers and acquisitions and assist with retaining key executives, ultimately benefitting shareholders. Additional details on the CIC agreements and potential payments in the event of a CIC are discussed in the “Potential Payments upon Termination or Change in Control” section.

2020 PROXY STATEMENT › 44

EXECUTIVE COMPENSATION

Executive Share Ownership Guidelines

The Compensation Committee believes it is important to require the Company’s senior executives, including NEOs, to meet minimum stock ownership guidelines.

The executive share ownership guidelines align the interests of the shareholders with the Company’s long-term growth strategy. The Compensation Committee determines the guidelines using a multiple of each senior executive’s base salary. Depending on the executive’s position, the executive share ownership guidelines require the executive to own Company stock that ranges in value from two to five times the senior executive’s base salary as follows:

2019 Share Ownership Guidelines
Position	Ownership Guideline (Relative to Base Salary)
CEO	5X
CFO	3X
Other Executives	2X

The value of required ownership is adjusted annually for salary increases and the number of shares needed to be owned will be affected by changes in stock price. Directly-owned shares, beneficially-owned shares held indirectly (e.g., by family members, trusts, etc.) and shares held in the 401(k) plan are eligible for satisfying ownership guidelines. The share ownership guidelines also include unvested restricted stock and RSUs, and earned, but unvested PSAs, consistent with market practices.

Holding Requirement

Until the executive share ownership guideline level is attained, executives must retain 50% of net profit shares realized at (i) exercise of SOSARs and (ii) payment of performance shares and (iii) vesting of restricted shares. The Compensation Committee reviews executives’ progress toward satisfying the requirements annually.

Clawback Policy

The Compensation Committee has discretion to recover or “claw back” incentive compensation when the basis for recouping performance-based compensation is triggered by a material financial restatement. The Compensation Committee may recoup performance-based compensation, including cash and equity incentive awards, that are paid within three years prior to a restatement and in excess of the amount the NEO or executive officer would have otherwise received without the material noncompliance. Recoupment is applicable to an executive who is directly accountable for the cause of the restatement and could also apply to any executive in an upward reporting hierarchy to the responsible individual. In addition, a recoupment could be made for compensation paid in a fiscal year in which an executive engages in intentional misconduct in performing his or her duties.

Hedging and Pledging Policies

All employees, including the NEOs, are subject to an insider trading policy under which hedging transactions, including put or call options, short selling or similar hedging activities involving Company stock, and pledging of Company stock are prohibited.

Tax Deductibility under Code Section 162(m) Section 162(m) of the Code generally imposes a $ 1 million deduction limitation on compensation paid to certain executive officers of a publicly-held corporation during the year. The executive officers to whom the Section 162(m) deduction limit applies include the Company’s Chief Executive Officer and Chief Financial Officer, the next three most highly compensated executive officers, and any such “covered employee” for a year after 2016. The Compensation Committee reserves discretion to award compensation that is not deductible under Section 162(m), as the Compensation Committee deems appropriate.

2020 PROXY STATEMENT › 45

EXECUTIVE COMPENSATION

ROLE OF THE COMPENSATION COMMITTEE AND CONSULTANT INDEPENDENCE

The Compensation Committee is responsible for approving NEO compensation, and, in the case of the CEO, submits his pay for ratification and approval by the independent members of the Board. The Chair of the Compensation Committee is responsible for leading the Compensation Committee. The Compensation Committee may form subcommittees and delegate authority. The meetings of the Compensation Committee are regularly attended by the Consultant. The CEO, CFO, and Vice President of Global Human Resources and Administration also generally attend the Compensation Committee meetings. All members of Management present at the meeting, including the CEO, are excused from the meeting prior to any discussion of their compensation. The Compensation Committee holds a final executive session with only Compensation Committee members present before approving any compensation.

The Compensation Committee has the authority to engage compensation consultants, legal counsel or other advisors, as needed. The Compensation Committee provides oversight and approves related fees and retention terms of the consultants, counsel or advisors, and may select a compensation consultant, legal counsel or other advisor after assessing that person’s independence from Management or members of the Compensation Committee.

During 2019, the Compensation Committee retained the Consultant, Meridian Compensation Partners LLC, to

provide advice and assistance to the Compensation Committee and to Management in the area of executive and non-employee directors’ compensation. The Consultant reports directly to the Compensation Committee and has been authorized by the Compensation Committee to work with certain executive officers of the Company and other employees in the Company’s human resources, legal and finance departments.

The Compensation Committee has established several practices to ensure the Consultant’s independence, candor and objectivity. The Consultant is engaged by and reports directly to the Compensation Committee, frequently meets separately with the Compensation Committee with no members of Management present and consults with the Compensation Committee’s Chair between meetings as needed. Management periodically reports to the Compensation Committee the fees paid for services performed by the Consultant, and the Compensation Committee approves the annual work plan and budget for the Consultant. In 2019, the Compensation Committee assessed the independence of the Consultant and other outside advisors as required under the NYSE listing rules, and considered and assessed all relevant factors, including those required by the SEC that could give rise to potential conflict of interests with respect to the Consultant. Based on this review, the Compensation Committee did not identify any conflict of interest raised by the work conducted by the Consultant for 2019.

Report of the Compensation Committee

The Compensation Committee has reviewed and discussed the Company’s Compensation

Discussion and Analysis with Management. Based on this review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement for the year ended December 31, 2019.

The information disclosed in this Report shall not be considered as “soliciting material,” or to be “filed” with the SEC. This information is not subject to Regulation 14A, 14C or the liabilities of Section 18 of the Exchange Act.

The foregoing Report does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates the Report by reference therein.

Lee C. Stewart (Chair)

Kathleen A. Dahlberg

Nicholas DeBenedictis

J. Robert Hall

2020 PROXY STATEMENT › 46

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth 2019 compensation information for the NEOs.

Name and Principal Position in 2019	Year	Salary		Bonus		Stock Awards ⁽¹⁾		Option Awards		Non-Equity Incentive Plan Compensation ⁽²⁾		Change in Pension Value and Non-Qualified Deferred Comp Earnings ⁽³⁾		All Other Compensation ⁽⁴⁾		Total
Dante C. Parrini ⁽⁵⁾	2019	$	998,212	$	—	$	3,821,745	$	—	$	1,047,124	$	5,079,000	$	25,831	$	10,971,912
Chairman &	2018		996,183		—		1,771,525		—		—		—		22,199		2,789,907
Chief Executive Officer	2017		973,865		—		1,564,808		—		557,051		1,824,000		18,955		4,938,679
Samuel L. Hillard	2019	$	367,100	$	—	$	331,891	$	—	$	225,325	$	20,000	$	16,151	$	960,467
Senior Vice President	2018		326,550		—		650,335		—		—		19,000		5,014		1,000,899
& Chief Financial Officer	2017		315,000		—		295,001		—		81,081	N/A			12,784		703,867
Christopher W. Astley ⁽⁶⁾	2019	$	407,225	$	—	$	844,936	$	—	$	196,649	$	31,000	$	17,646	$	1,497,456
Senior Vice President	2018		391,668		—		407,384		—		—		29,000		8,608		836,660
& Chief Commercial Officer	2017		368,051		—		350,019		—		147,570		26,000		8,596		900,236
David C. Elder ⁽⁷⁾	2019	$	311,451	$	—	$	419,834	$	—	$	147,020	$	255,000	$	15,785	$	1,149,090
Vice President, Finance
& Chief Accounting Officer
Joseph J. Zakutney ⁽⁸⁾	2019	$	321,300	$	—	$	366,590	$	—	$	151,670	$	16,000	$	15,408	$	870,968
Vice President, Global Business
Services & Chief Information Officer
John P. Jacunski	2019	$	137,546	$	—	$	652,883	$	—	$	—	$	1,133,000	$	1,413,102	$	3,336,531
Former Executive Vice President	2018		548,422		—		634,898		—		—		—		10,222		1,193,542
& Chief Financial Officer	2017		530,842		—		574,994		—		197,367		432,000		11,985		1,747,188
Martin Rapp ⁽⁹⁾	2019	$	305,506	$	—	$	331,615	$	—	$	—	$	2,713,000	$	973,734	$	4,323,855
Former Senior Vice President &	2018		428,157		—		336,498		—		—		348,000		17,295		1,129,950
Business Unit President, CFBU	2017		391,193		—		267,492		—		161,816		441,000		15,022		1,276,523

(1)

The amounts reflect the grant date fair value of RSUs and/or PSAs granted in 2019, 2018 and 2017 determined in accordance with ASC Topic 718. The method used to calculate these amounts is set forth in note 10 to the Company’s audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. If the PSAs granted in 2019 were earned at the maximum level (200% of target), the following amounts would become issuable: Mr. Parrini - $2,304,157; Mr. Hillard -$419,772; Mr. Astley -$529,886; Mr. Elder -$309,658; Mr. Zakutney -$337,195. Mr. Jacunski forfeited the RSUs and PSAs granted in 2019 as a result of his separation. Mr. Rapp forfeited his PSAs and his RSUs will vested pro-rata on February 21, 2022 based on service through his retirement date.

(2)

The 2019, 2018 and 2017 amounts reflect cash payments under the Company’s MIP. See discussion of the MIP in the “Compensation Discussion and Analysis section.” The Company agreed to provide Messrs. Jacunski and Rapp with a payment in lieu of 2019 bonus as per the terms of their respective separation agreements with the Company.

(3)

For each of the NEOs, the estimated amounts reflect the actuarial increase in the present value of benefits under all pension plans established by the Company, based on interest rate and mortality assumptions that are consistent with those used in the Company’s financial statements which are further defined in the Pension Benefits table. Mr. Parrini’s change in pension value is comprised of several key factors: approximately $1.7 million was due to lower interest rates in the markets in 2019; approximately $0.2 million was due to changes in interest rates in connection with the freeze of the SERP and conversion of SERP accrued benefits to opening balances under the new nonqualified deferred compensation plan; approximately $2.1 million was due to calculating SERP benefits as if the commencement date was year-end 2019 (age 55) as a result of the SERP freeze and crediting of opening balances under the new nonqualified deferred compensation plan; and the remaining $1.079 million came from additional accruals during the year and the impact of the termination of the qualified Retirement Plan. Mr. Jacunski’s benefit was calculated as if he had attained age 55 at his termination date, consistent with the terms of his separation agreement.

2020 PROXY STATEMENT › 47

EXECUTIVE COMPENSATION

(4)Other compensation includes the following:

2019	401(k) Company Contribution		Perquisites (i, ii)		Life Insurance Premium (iii)		Other Compensation (iv)		Post-Employment Compensation (v, vi)		Total
Parrini	$	13,183	$	3,534	$	2,550	$	6,564	$	-		$ 25,831
Hillard		13,183	-			286		2,682		-		16,151
Astley		13,183	-			382		4,081		-		17,646
Elder		13,183	-			454		2,148		-		15,785
Zakutney		13,183	-			707		1,518		-		15,408
Jacunski		2,079	-			413		3,527		1,407,083		1,413,102
Rapp		-		11,365		418		-		961,951		973,734

The ~~Compensation Committee believes offering post-employment compensation allows the Company to attract, retain, and motivate qualified employees and executives~~amount included in the ~~current competitive marketplace.~~“Perquisites” column for Mr. Parrini represents dues for a club paid by the Company.

ii.

The ~~Company provides qualified~~amount in the “Perquisites” column for Mr. Rapp represents a car allowance paid for by the Company. The amount is paid in Euros (€). Amounts presented here have been converted to United States dollars ($) using the average exchange rate for 2019, or 1.1196 $/€.

iii.

The amounts included in the “Life Insurance Premium” column represent the annual premium paid by the Company. For Mr. Rapp, the amount is paid in Euros (€). Amounts presented here have been converted to United States dollars ($) using the average exchange rate for 2019, or 1.1196 $/€.

iv.

The amounts included in the “Other Compensation” column consist of premiums for executive long-term disability coverage and ~~non-qualified pension plans~~the cost of annual executive physicals paid by the Company.

The amount included in the “Post-Employment Compensation” column for ~~U.S.-based employees~~Mr. Jacunski represents the severance benefits paid in 2019 as follows: (1) $336,000 paid in equal monthly installments; (2) $500,000 severance payment in April 2019; (3) $30,000 in lieu of outplacement services; (4) $89,500 in lieu of 2019 bonus; (5) $1,058 for earned but not used vacation; (6) $437,293 as a severance payment in October 2019; (5) and ~~other arrangements~~$13,232 paid in equal installments for ~~those outside~~COBRA costs.

vi.

The amount included in the “Post-Employment Compensation” column for Mr. Rapp represents the severance benefits paid in 2019 as follows: 1) €676,387 as a severance payment; (2) €141,072 as a prorated 2019 bonus; (3) outplacement payment of 26,316€ and (4) 15,417€ for earned but not used vacation. Amounts presented here have been converted to United States dollars ($) using the average exchange rate for 2019, or 1.1196 $/€.

(5) Mr. Parrini received a one-time retention grant of 110,132 RSUs on November 13, 2019, in addition to his annual LTI grant of 47,528 RSUs and 71,292 PSAs. The RSUs have three-year cliff vesting.

(6)	Mr. Astley received a one-time grant of 27,185 RSUs on August 1, 2019, in addition to his annual LTI grant of 10,930 RSUs and 16,395 PSAs. The RSUs have three-year cliff vesting.

(7)	Mr. Elder received a one-time grant of 13,011 RSUs on February 28, 2019, in addition to his annual LTI grant of 6,388 RSUs and 9,581 PSAs. The RSUs have three-year cliff vesting

(8)	Mr. Zakutney received a one-time grant of 7,097 RSUs on February 21, 2019, in addition to his annual LTI grant of 6,955 RSUs and 10,433 PSAs. The RSUs have three-year cliff vesting.

(9) Mr. Rapp’s cash compensation is paid in Euros (€). Amounts presented here have been converted to United States dollars ($) using the average exchange rate for 2019, or 1.1196 $/€. Mr. Rapp’s cash compensation (not including automobile expense reimbursement) was 272,871€ in 2019 (January through September), 363,820 € in 2018 and 346,495 € in 2017.

2020 PROXY STATEMENT › 48

EXECUTIVE COMPENSATION

CEO Pay Ratio

We are providing information about the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Parrini, our CEO, as required by Item 402(u) of Regulation S-K.

For 2019, our ratio was estimated as follows:

Name			Annual Total Compensation (in 000x)⁽¹⁾
CEO			$10,990.7
Median Employee			$54.0
CEO Pay Ratio ⁽²⁾			204:1

(1)

Annual total compensation includes compensation calculated for purposes of the ~~U.S. Regarding~~summary compensation table as well as benefit premiums for the CEO, and the market-competitive compensation and benefits for the median employee which do not include a Company-sponsored pension plan.

(2)

The CEO Pay Ratio excluding the one-time pension values from having terminated the qualified pension plan ~~those~~and freezing the non-qualified pension plan is 161:1.

To identify the median employee, the methodology and the material assumptions, adjustments and estimates we used were as follows:

We continued to use October 1 as the date to determine the median employee.

All employees throughout our global operations were considered.

•

Given the geographical distribution of our employee population, we use a variety of pay

elements to structure the compensation arrangements of employees, with cash compensation being the most commonly used form of annual pay. Consequently, for purposes of measuring the compensation in determining the median employee, we selected base salary or wages, overtime and short-term incentives as the most appropriate measure of compensation. In making this determination we annualized the compensation of permanent employees hired ~~prior to 2007 participate~~between January 1, 2019 and October 1, 2019.

Using this methodology, we determined the appropriate median employee to be a full-time employee in the United Kingdom. The 2018 median employee could no longer be used due to divesture of the Specialty Papers business in 2018.

For purposes of this determination, we applied the appropriate exchange rate to U.S. dollars of the average exchange rate for October 2019 as to our non-US employees.

When calculating the Annual Total Compensation of the CEO, we used the amount reported in the “Total” column of our Summary Compensation Table included in this proxy statement as well as benefit premiums paid by the Company. We used the same methodology for calculating the Annual Total Compensation for the median employee.

EXECUTIVE COMPENSATION

2020 PROXY STATEMENT › 49

EXECUTIVE COMPENSATION

2019 Grants of Plan-Based Awards

The following table, including footnotes, sets forth information concerning grants of plan-based awards in 2019:

	Estimated Possible Payouts Under Non-Equity Incentive Plan Awards ⁽¹⁾						Estimated Possible Payouts Under Equity Incentive Plan Awards ⁽²⁾						All Other Stock Awards: Number of Shares of Stock or		All Other Option Awards: Number of Securities Underlying	Exercise or Base Price of Option	Grant Date Fair Value of Stock and Option
Name and Grant Date	Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)		Units (#) ⁽³⁾		Options (#)	Awards ($/Share)	Awards ($)
Dante C. Parrini
2/21/2019		499,106		998,212		1,996,424		14,258		71,292		142,584			—	N/A		1,152,079
2/21/2019														47,528				669,670
11/13/2019														110,132				1,999,997
Samuel L. Hillard
2/21/2019		107,400		214,800		429,600		2,598		12,988		25,976			—	N/A		209,886
2/21/2019														8,659				122,005
Christopher W. Astley
2/21/2019		111,987		223,974		447,948		3,279		16,395		32,790			—	N/A		264,943
2/21/2019														10,930				154,004
8/1/2019														27,185				425,989
David C. Elder
2/21/2019		70,076		140,153		280,306		1,916		9,581		19,162			—	N/A		154,829
2/21/2019														6,388				90,007
2/28/2019														13,011				174,998
Joseph J. Zakutney
2/21/2019		72,293		144,585		289,170		2,087		10,433		20,866			—	N/A		168,597
2/21/2019														14,052				197,993
John P. Jacunski
2/21/2019		178,810		357,620		715,240		5,110		25,550		51,100			—	N/A		412,888
2/21/2019														17,033				239,995
Martin Rapp ⁽⁴⁾
2/21/2019	€	100,051	€	200,101	€	400,202		2,595		12,977		25,954			—	N/A		209,708
2/21/2019														8,652				121,907

(1)

The amounts shown represent target, threshold and maximum awards under the Company’s Management Incentive Plan. Threshold payments equal 50% of the target amount and maximum payments equal 200% of the target amount shown. For 2019 achievement of the performance goals resulted in MIP payments as described in the “NEO MIP Payments” table of the CD&A. Messrs. Jacunski and Rapp received a ~~traditional pension formula and those hired beginning~~payment in ~~2007 participate in a cash balance pension formula.~~

~~Non-qualified pension plans consist~~lieu of a ~~Supplemental Executive Retirement Plan (“SERP”)~~2019 bonus as per the terms of their respective separation agreements with the Company.

(2)

The amounts shown reflect the threshold, target and ~~a Supplemental Management Pension Plan (“SMPP”). The SERP consists~~maximum amount of two post-employment benefits for certain NEOs as approved by the Compensation Committee, or as approved by independent members of the Board in the case of the CEO. The SMPP provides an Early Retirement Supplement. Details regarding pension benefits and potential paymentsPSAs granted to the NEOs under ~~these plans~~the LTIP. PSAs vest over three-year period based on ROCE/EBITDA performance measured over two years as well as a three-year relative TSR modifier, and three-year service-based vesting. The actual number of shares paid out will range from 0% to 200% of the target amount, depending upon attainment of performance goals.

(3)	The amounts shown reflect grants of RSUs to the NEOs under the LTIP. RSUs are ~~discussed~~subject to three-year cliff vesting.

(4)	Mr. Rapp’s non-equity incentive awards were paid in euros (€). Amounts presented here have been converted to U.S. dollars ($) using the year-end exchange rate of 1.1196 $/€.

2020 PROXY STATEMENT › 50

EXECUTIVE COMPENSATION

2019 Outstanding Equity Awards at Fiscal Year-End

The following table, including footnotes, sets forth information concerning outstanding equity awards as of December 31, 2019:

	Option and Stock Awards
	Number of Securities Underlying Unexercised Options (#) ⁽¹⁾				Option Exercise Price ($)		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#) ⁽²⁾		Market Value of Shares of Units of Stock That Have Not Vested ($) ⁽³⁾		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) ⁽⁴⁾		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) ⁽³⁾
Name	Exercisable		Unexercisable		Option Exercise Price ($)		Option Expiration Date
Dante C. Parrini		85,130		—		15.61	3/6/2022		217,139		3,973,644		119,725		2,190,968
		98,010		—		18.36	3/5/2023
		82,997		—		29.89	2/26/2024
		119,627		—		24.94	2/26/2025
		197,678				17.27	2/25/2026
Samuel L. Hillard		63,286		—		19.38	3/21/2026		50,837		930,318		21,812		399,160
Christopher W. Astley		8,000		—		11.92	7/23/2020		51,622		944,684		27,533		503,854
		20,710		—		12.56	3/3/2021
		21,730		—		15.61	3/6/2022
		21,600		—		18.36	3/5/2023
		16,070		—		29.89	2/26/2024
		26,253		—		24.94	2/26/2025
		44,215		—		17.27	2/25/2026
David C. Elder		16,000		—		13.95	3/3/2020		27,648		505,958		16,090		294,447
		13,750		—		12.56	3/3/2021
		14,750		—		15.61	3/6/2022
		15,440		—		18.36	3/5/2023
		11,840		—		29.89	2/26/2024
		17,900		—		24.94	2/26/2025
		28,424		—		17.27	2/25/2026
Joseph J. Zakutney		15,322				17.25	9/14/2025		27,856		509,765		17,521		320,634
		30,951				17.27	2/25/2026
Martin Rapp		18,530		—		15.61	3/6/2022		9,045		165,524		5,160		94,428
		22,170		—		18.36	9/30/2022
		14,730		—		29.89	9/30/2022
		21,659		—		24.94	9/30/2022
		34,740		—		17.27	9/30/2022

(1)

Represents SOSARs with a 10-year term, which vest ratably on the first, second and third anniversaries of the grant date. All SOSARs are settled in shares of the Company’s common stock. As a result of Mr. Rapp’s retirement, the SOSARS may be exercised for three years following the date of retirement, or, if shorter, until the end of the term of a particular SOSAR as established in the ~~Pension Benefits section.~~original Award Agreement.

~~The NEOs participate in~~(2)

All RSUs granted have a three-year cliff vesting requirement.

(3)

Calculated based on the ~~following pension plans:~~

	~~Qualified Pension Plan~~		~~Non-Qualified Pension Plans~~
	~~Traditional~~	~~Cash Balance~~	~~SERP Restoration~~	~~SERP FAC~~†	~~SMPP~~
~~Parrini~~	✓		✓	✓
~~Jacunski~~	✓		✓		✓
~~Hillard~~		✓	✓
~~Astley~~		✓	✓
~~Matsumoto~~		✓	✓
~~† The SERP Final Average Compensation (“FAC”) provision applies only to Mr. Parrini.~~

~~Nonqualified Deferred Compensation~~

~~None~~closing price of the ~~NEOs participate in a nonqualified deferred compensation plan.~~Company’s common stock on December 29, 2019 ($18.30).

~~Additional Compensation Policies~~(4)

The amount shown reflects the aggregate target amount of PSAs granted on February 22, 2018 and ~~Practices~~

~~Change in Control Arrangements~~

February 21, 2019 vesting December 31, 2020 and December 31, 2021, respectively. The ~~Company has entered into Change in Control (“CIC”) Agreements with each~~actual number of the NEOs and certain other executives. The Compensation Committee believes these arrangements will serve as an incentive for executives to act in the interest of shareholders in the event of a CIC despite the risk of losing their jobs. Generally, these agreements provide for severance and other benefitsshares to be paid out ranges from 0% to ~~executives~~200% of the target amount, depending upon ~~a qualifying CIC (as defined in~~attainment of performance goals. In February 2020, the agreements). Since 2011, all new CIC Agreements do not provide a tax gross-up provision with respect to excise taxes imposed under the Code. Therefore, Messrs. Hillard, Astley and Matsumoto are not subject to any tax gross-up provisions. The CIC agreementsBoard confirmed an estimated payout of ~~Messrs. Parrini and Jacunski, which were entered into before 2011, contain tax gross up provisions.~~

The Company’s equity grant agreements include “double trigger” provisions that accelerate vesting in the event of a CIC if the executive is terminated without cause or resigns with good reason (as defined in the applicable agreement). Additional details on potential payments in the event of a CIC are discussed in the “Potential Payments upon Termination or Change in Control” section.

~~Executive Severance Guidelines~~

The Company has executive severance guidelines to serve as the basis for determining the severance benefits available to the CEO, Executive Vice Presidents, Senior Vice Presidents and other Vice Presidents in the case of certain terminations of employment from the Company (other than for cause, resignation, death, disability or retirement). The severance guidelines do not apply in circumstances in which the CIC agreements apply. The Compensation Committee retains the authority to modify or terminate individual severance packages, in its discretion, as circumstances may warrant. The guidelines provide31.0% was achieved for the ~~following:~~

~~Cash severance amounts equal to one month’s pay (including base salary plus 1/12 of a notional bonus) per year of service up to the following maximums (“the severance period”), depending~~PSAs granted on ~~an executive’s level:~~

~~Chief Executive Officer: 24 months~~

~~Executive Vice Presidents and Senior Vice Presidents: 18 months~~

~~Other Vice Presidents: 12 months~~

~~Continuation of health benefits through the length~~February 22, 2018 based on achievement of the ~~severance period, Employee Assistance Program support, and payment of any accrued unused vacation~~

~~Outstanding equity grants will be treated in accordance with the LTIP grant agreements~~

~~Outplacement assistance up to specified maximum amounts by position~~

~~Executive Share Ownership Guidelines~~

~~The Compensation Committee believes it is important to require the Company’s senior executives, including NEOs, to meet minimum stock ownership guidelines.~~

The executive share ownership guidelines align the interests of our shareholders and the Company’s long-term growth strategy. The Compensation Committee determines the guidelines using a multiple of each senior executive’s base salary. Depending on the executive’s position, the executive share ownership guidelines require the executive to own sufficient Company stock that ranges in value from two times to, in the case of the CEO, five times the senior executive’s base salary as follows:

~~2016 Share Ownership Guidelines~~
~~Position~~	~~Ownership Guideline (Relative to Base Salary)~~
~~CEO~~	5X
~~CFO~~	3X
~~Other Executives~~	2X

The value of required ownership is adjusted annually for salary increases and the number of shares needed to be owned will be affected by changes in stock price. Directly owned shares, restricted shares, beneficially owned shares held indirectly (e.g. by family members, trusts, etc.) and shares held in the 401(k) plan are eligible for satisfying ownership guidelines. For 2017 the executive share ownership guidelines were revised to include restricted stock or stock units and earned but unvested performance ~~shares consistent with market practices. There is no required time period for attaining the guideline level.~~

~~Holding Requirement~~

Until the executive share ownership guideline level is attained, executives must retain 50% of net after-tax profit shares realized at exercise of stock options and payment of PSAs and RSUs. The Compensation Committee will review executives’ progress toward satisfying the requirements annually.

~~Clawback Policy~~

The Compensation Committee has discretion to recover or “claw back” incentive compensation when the basis for recouping performance-based compensation is triggered by a material financial restatement. The Compensation Committee can recoup performance-based compensation, including cash and equity incentive awards, that is paid within three years prior to a restatement and that is in excess of the amount the NEO or executive officer would have otherwise received absent the material noncompliance. Recoupment is applicable to an executive who is directly accountablegoals for the cause of the restatement and could apply to any officer in an upward reporting hierarchy to the responsible individual. In addition, a recoupment could be made for compensation paid in a fiscal year in which an officer engages in intentional misconduct in performing his or her duties.

~~Hedging and Pledging Policies~~

~~All executives and directors, including the NEOs,~~two-year performance period; payouts are subject to a ~~securities trading policy under which hedging transactions, including put or call options, short selling or similar hedging activities involving Company stock,~~three-year TSR modifier and ~~pledging of Company stock are prohibited.~~time-based vesting through December 31, 2020, so the final payout amount is not yet known.

2020 PROXY STATEMENT › 51

EXECUTIVE COMPENSATION

2019 Options Exercised and Stock Vested

The following table, including footnotes, sets forth information concerning stock grants that vested during fiscal 2019:

	Option Awards				Stock Awards
	No. of Shares Acquired on Exercise		Value Realized on Exercise		No. of Shares Acquired on Vesting (Payout)				Value Realized on Vesting				Total Value Realized from all
					PSAs ⁽¹⁾		RSUs ⁽²⁾		PSAs ⁽³⁾		RSUs ⁽⁴⁾		Exercised and Vested Grants
Parrini		323,950	$	1,550,191		22,332		—	$	408,676		—		$ 1,958,867
Hillard		—		—		4,210		—		77,043		—		77,043
Astley		—		—		4,995		11,730		91,409		162,461		253,869
Elder		40,890		240,024		3,210		—		58,743		—		298,767
Zakutney		—		—		3,496				63,977		—		63,977
Jacunski		219,140		553,331		—		17,976		—		248,968		802,299
Rapp		—		—		3,479		16,953		63,666		234,799		298,465

~~Results of 2016 Say-on-Pay Vote~~(1)

~~An advisory shareholder vote~~Represents PSAs granted on the Company’s executive compensation practices (“say-on-pay”) was held at the 2016 Annual Meeting as required by Dodd-Frank legislation. Glatfelter’s 2016 Say-On-Pay vote passed with 97.85% support of the votes cast. The Compensation Committee took into account the favorable say-on-pay voteFebruary 23, 2017 and ~~continued to apply the same general principles in 2016 as were in 2015 in determining the amounts and types of executive compensation.~~

~~Tax Deductibility under Section 162(m)~~

Certain awards made under the LTIP and the MIP are intended to qualify for an exemption from the federal income tax $1 million deduction limitation imposed under Section 162(m) of the Code. The Compensation Committee has established procedures to maintain tax deductibility; however the Compensation Committee has not established a policy requiring that all executive compensation be exempt from the limitations provided in Section 162(m). The Compensation Committee has structured the 2016 MIP bonus payments, PSAs, and SOSARs in a manner that is intended to qualify as an exemption from the Section 162(m) deduction limitation as performance-based compensation.

~~Role of the Compensation Committee and Consultant Independence~~

The Compensation Committee has the authority to engage independent compensation consultants, legal counsel or other advisors as needed. The Compensation Committee provides oversight and approves related fees and retention terms of the consultants, counsel or advisors, and may select a compensation consultant, legal counsel or other advisor only after assessing that person’s independence from Management or members of the Compensation Committee.

During 2016 the Compensation Committee utilized Meridian (as the “Consultant”), independent executive compensation consulting firms, to provide advice and assistance to the Compensation Committee and to the Company’s Managementaccrued dividend equivalents in the ~~area~~form of ~~executive and non-employee directors’ compensation for the Company. The Consultant reports directly to the Compensation Committee and has been authorized by the Compensation Committee to work~~additional shares, with ~~certain executive officers~~a performance period of ~~the Company and other employees in the Company's human resources, legal and finance departments.~~

The Compensation Committee engaged Morgan Lewis & Bockius, LLP (“Morgan Lewis”) as external legal counsel to provide a range of legal services, including advice and assistance on executive compensation programs and other regulatory matters. The Compensation Committee authorized Morgan Lewis to work with certain executive officers and other employees in the human resources and legal departments.

The Chair of the Compensation Committee is responsible for leading the Compensation Committee and developing meeting agendas. The Compensation Committee may form subcommittees and delegate authority. The meetings of the Compensation Committee are regularly attended by the Compensation Committee’s Consultant. The CEO, CFO, Senior Vice President of Human Resources and Administration, Vice President, General Counsel & Secretary and the Vice President of Global Compensation and Benefits also generally attend the Compensation Committee meetings. All members of Management present at the meeting, including the CEO, are asked to leave prior to any discussion of their compensation. The Compensation Committee holds a final executive session with only independent Board Compensation Committee members present before approving any compensation.

The Compensation Committee has established several practices to ensure the Consultant’s independence, candor and objectivity. The Consultant is engaged by and reports directly to the Compensation Committee, frequently meets separately with the Compensation Committee with no members of Management present and consults with the Compensation Committee’s chairman between meetings as needed. Management periodically reports to the Compensation Committee the fees paid for services performed by the Consultant, and the Compensation Committee approves the annual work plan and budget for the Consultant. In addition, the Compensation Committee has assessed the independence of its compensation consultant and legal counsel required under the NYSE listing rules, and considered and assessed all relevant factors, including those required by the SEC that could give rise to potential conflict of interest during 2016. Based on this review, the Compensation Committee did not identify any conflict of interest raised by the work conducted by the Consultant for 2016.

~~Report of the Compensation Committee~~

The Compensation Committee has reviewed and discussed the Company’s Compensation Discussion and Analysis with Company Management. Based on this review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement for the year ended January 1, 2017–December 31, ~~2016.~~

The information disclosed in this report shall not be considered as “soliciting material,” or to be “filed” with the SEC. This information is not subject to Regulation 14A, 14C or the liabilities2018, a vesting date of ~~Section 18 of the Exchange Act.~~

~~Lee C. Stewart (Chair)~~

~~Kathleen A. Dahlberg~~

~~Nicholas DeBenedictis~~

~~J. Robert Hall~~

~~Summary Compe~~December ~~nsation Table~~

The following table sets forth certain information concerning compensation of the Chief Executive Officer of the Company, the Chief Financial Officer of the Company and the Company’s three most highly compensated executive officers in 2016 other than the Chief Executive Officer and the Chief Financial Officer.

Name and Principal
Position in 2016

Year

Salary

Bonus⁽¹⁾

Stock
Awards ⁽²⁾

Option
Awards ⁽³⁾

Non-Equity
Incentive Plan Compensation ⁽⁴⁾

Change in
Pension
Value and
Non-Qualified
Deferred Comp
Earnings ⁽⁵⁾

All Other Compen-sation ⁽⁶⁾

Total

Dante C. Parrini

2016

$971,501

$0

$782,400

$782,410

$1,288,423

$1,612,000

$19,522

$5,456,256

Chairman &

2015

943,208

0

588,310

901,988

724,253

567,000

15,842

3,740,601

Chief Executive Officer

2014

912,333

0

590,238

817,520

377,619

1,545,000

73,821

4,316,531

John P. Jacunski

2016

$609,775

$0

$787,494

$287,505

$545,582

$208,000

11,050

$2,449,406

Executive Vice President

2015

488,009

0

223,013

341,916

224,817

26,000

8,848

1,312,603

& Chief Financial Officer

2014

472,438

0

689,921

297,766

123,502

331,000

21,996

1,936,623

Samuel L. Hillard ⁽⁷⁾

2016

$246,522

$325,000

$297,502

$297,501

$146,197

N/A

236,161

$1,548,882

Vice President, Corporate

Development & Strategy

Christopher W. Astley

2016

$367,158

$0

$174,997

$175,003

$254,857

$25,000

8,177

$1,005,192

Senior Vice President &

2015

355,919

0

129,114

197,948

82,186

15,000

5,237

785,404

Business Unit President, AMBU

2014

308,369

0

424,169

158,290

60,544

26,000

14,959

992,331

Kent Matsumoto

2016

$337,681

$0

$187,500

$187,498

$223,831

$21,000

9,282

$966,792

Vice President,

2015

327,615

0

146,722

224,948

113,791

18,000

8,694

839,770

General Counsel & Secretary

~~(1) Mr. Hillard joined the Company in March 2016. The amount~~31, 2019, for ~~Mr. Hillard reflects sign-on bonuses~~which shares were paid ~~to offset lost compensation from his previous employer~~ ~~as part of his employment compensation~~.

~~(2)~~

The amounts reflect the grant date fair value of RSUs and/or PSAs granted in 2016, 2015 and 2014. The method used to calculate these amounts is set forth in note [10] to the Company’s audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. Assuming the PSAs payout at the maximum level (200%), the following amounts become payable: Mr. Parrini - $1,564,800; Mr. Jacunski - $1,074,988; Mr. Hillard -$595,004; Mr. Astley -$349,994; and Mr. Matsumoto - $375,000. With respect to PSAs, dividends paid on the Company’s common stock are assumed to be reinvested by the recipient in additional PSAs. RSUs earn deemed dividends in the form of additional units, in lieu of a cash payment.

(3) The amounts reflect the grant date fair value of SOSARs granted in 2014, 2015 and 2016. The method used to calculate these amounts is indicated in note [10] to the Company’s audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

2016

2015

2014

Dividend yield

2.85%

1.94%

1.48%

Risk-free rate of return

1.34

1.64

1.74

Volatility

31.97

36.38

37.59

Term

6 years

6 years

6 years

~~(4)~~

~~The 2016, 2015 and 2014 amounts reflect cash payments under the Company’s MIP. See discussion of the MIP in the “Compensation Discussion and Analysis section”.~~

~~(5)~~

For each of the NEOs, the amounts reflect the actuarial increase in the present value of such NEOs benefits under all pension plans established by the Company, determined using interest and mortality rate assumptions consistent with those used in the Company’s financial statements. These amounts may reflect benefits which the NEOs are not currently entitled to receive, to the extent that such amounts are not vested. The amounts shown only include the change in pension value, because there are no deferred compensation plans. The Company did not make any changes to the SERP plan or plan benefits during 2016.

For Mr. Parrini, the 284% increase in the actuarial present value of his pension value is attributable to three factors. First, approximately 50% of Mr. Parrini’s reported increase in the pension value is attributable to increases in his pay, as measured by his average compensation over the five years immediately preceding his assumed retirement. Changes to Mr. Parrini’s compensation for 2016 were made to align his pay with the market median. Second, lower discount rate assumptions were used to estimate the value of the benefit. A lower discount rate produces a greater pension value. Approximately 19% of the increase in Mr. Parrini’s reported change in pension value is attributable to the decrease in the discount rate. Third, an additional year of benefit service was earned in 2016. As Mr. Parrini worked for a full year in 2016, his pension benefits increased because he earned an additional year of benefit service. Approximately 31% of the increase in the pension value is attributable to his additional year of service.

~~(6)~~

~~Other compensation includes the following:~~

401(k)
Match

Perquisites
⁽ⁱ⁾

Life Insurance
Premium ⁽ⁱⁱ⁾

Other
Compensation ⁽ⁱⁱⁱ⁾

Relocation
^(iv)

Total

2016

Parrini

3,975

8,382

853

6,312

–

19,522

Jacunski

3,975

–

569

6,505

–

11,050

Hillard

2,756

–

276

362

232,766

236,161

Astley

3,975

–

323

3,878

–

8,177

Matsumoto

3,975

–

297

5,010

–

9,282

~~The amount included in the “Perquisites” column for Mr. Parrini represents dues for a country club paid by the Company.~~

~~ii.~~

~~The amounts included in the “Life Insurance Premium” column represent the annual premium paid by the Company.~~

~~iii.~~

~~The amounts included in the “Other Compensation” column consist of premiums for executive long-term disability coverage and the cost of annual executive physicals paid by the Company.~~

~~iv.~~

~~The amount included in the “Relocation” column for Mr. Hillard represents relocation related payments made as part of his employment compensation and Company relocation policies.~~

~~(7) Mr. Hillard’s MIP payment is pro-rated for the year based in his March 2016 start date.~~

~~Grants of Plan-Based Awards~~

~~The following table, including footnotes, sets forth information concerning grants of plan-based awards in 2016:~~

All Other
All Other Option

Estimated Possible Payouts

Estimated Possible Payouts
Stock Awards: Number of
Awards: Number of
Exercise or
Grant Date

Under Non-Equity Incentive
Plan Awards⁽¹⁾

Under Equity Incentive
Plan Awards ⁽²⁾
Shares of
Stock or
Securities Underlying
Base Price of Option
Fair Value of Stock and
Name
Grant Date
Threshold
($)
Target
($)
Maximum
($)

Threshold (#)
Target
(#)
Maximum
(#)
Units
(#)
Options
(#) ⁽³⁾
Awards ($/Share)
Option Awards ($)
Parrini
2/25/2016
486,933
973,865
1,947,730

9,061
45,304
90,608

782,400

2/25/2016

197,678
17.27
782,410

Jacunski
2/25/2016
199,136
398,272
796,544

3,329
16,647
33,294

287,494

2/25/2016

72,639
17.27
287,505

4/6/2016

24,728⁽⁴⁾

500,000

Hillard
3/21/2016 ⁽⁵⁾
53,157
106,313
212,626

3,070
15,351
30,702

297,502

3/21/2016

63,286
19.38
297,501

Astley
2/25/2016
101,214
202,428
404,856

2,027
10,133
20,266

174,997

2/25/2016

44,215
17.27
175,003

Matsumoto
2/25/2016
84,593
169,185
338,370

2,171
10,857
21,714

187,500

2/25/2016

47,372
17.27
187,498

~~(1)~~

The amounts shown represent awards under the Company’s Management Incentive Plan. Threshold payments equal 50% of the target amount and maximum payments equal 200% of the target amount shown. For 2016, achievement of the performance goals resulted in a MIP payment made in February 2017 equal to 132.3% of target for Messrs. Parrini, Hillard, and Matsumoto; 125.9% for Mr. Astley; and 132.3% and 138.2%, respectively, for pro-rated portions of Mr. Jacunski’s total payment as described in the “NEO MIP Payments” table of the CD&A.

~~(2)~~

The amounts shown reflect the threshold, target and maximum amount of PSAs granted to the NEOs under the LTIP. PSAs vest over three-year period based on performance measured over two years and one year of additional service-based vesting. The actual number of shares paid out will range from 0% to 200% of the target amount, depending upon attainment of performance goals.

~~(3)~~

The amounts shown reflect grants of SOSARs to the NEOs under the LTIP. SOSARs vest ratably over three years. The method used to calculate the fair value of SOSAR awards is indicated in note [10] to the Company’s audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

~~(4)~~

~~The amount shown reflects a retention grant of RSUs with five-year cliff vesting.~~

~~(5)~~

Mr. Hillard’s award consists of 7,611 PSAs with a performance period of 1/1/2016-12/31/2017 and a one-year vesting tail through 12/31/2018; and 7,740 PSAs with a three-year performance period from 1/1/2015 to 12/31/2017.

~~Outstanding Equity Awards at Fiscal Year-End~~

~~The following table, including footnotes, sets forth information concerning outstanding equity awards~~ as of December 31, ~~2016:~~

Option Awards

Number of Securities Underlying Unexercised Options (#) ⁽¹⁾
Option Exercise Price ($)
Option Expiration Date

Number of Shares or Units of Stock That Have Not Vested( #) ⁽²⁾

Market Value of Shares or Units of Stock That Have Not Vested ($) ⁽³⁾
Equity Incentive
Plan Awards:
Number of
Unearned Shares,
Units or Other
Rights That Have
Not Vested (#) ⁽⁴⁾
Equity Incentive
Plan Awards:
Market or Payout
Value of Unearned
Shares, Units or Other Rights That
Have Not
Vested ($) ⁽³⁾
Name
Exercisable

Unexercisable

Parrini
45,760

0
13.44
3/5/2018

100,000
2,389,000
88,640
2,117,610

169,510

0
9.91
5/5/2019

66,300

0
13.95
3/3/2020

88,140

0
12.56
3/3/2021

85,130

0
15.61
3/6/2022

98,010

0
18.36
3/5/2023

55,331

82,997
29.89
2/26/2024

39,876

79,751
24.94
2/26/2025

0

197,678
17.27
2/25/2026

Jacunski
27,250

0
13.44
3/5/2018

15,892

379,660
32,779
783,090

101,170

0
9.91
5/5/2019

24,728

590,752

44,880

0
13.95
3/3/2020

39,300

0
12.56
3/3/2021

33,790

0
15.61
3/6/2022

39,780

0
18.36
3/5/2023

20,153

10,077
29.89
2/26/2024

15,116

30,231
24.94
2/26/2025

0

72,639
17.27
2/25/2026

Hillard
0

63,286
19.38
3/21/2026

15,351
366,735

Astley
8,000

0
11.92
7/23/2020

10,371

247,763
19,130
457,016

20,710

0
12.56
3/3/2021

21,730

0
15.61
3/6/2022

21,600

0
18.36
3/5/2023

10,713

5,357
29.89
2/26/2024

8,751

17,502
24.94
2/26/2025

0

44,215
17.27
2/25/2026

Matsumoto
3,987

0
18.36
3/5/2023

20,190
482,339

6,764

0
26.79
10/4/2023

9,660

4,830
29.89
2/26/2024

9,945

19,889
24.94
2/26/2025

~~(1)~~

Represents SOSARs with a 10-year term, which vest ratably, with one third of the grant vesting on the first, second and third anniversaries of the grant date. All SOSARs are settled in shares of the Company’s common stock. For more information on SOSARs, see the discussion of long-term incentive compensation in the “Compensation Discussion and Analysis” section.2019.

(2)

Represents RSUs ~~that vest 100% on the fifth anniversary of the grant date. Mr. Parrini was~~ granted ~~100,000 units on December 12, 2013; Mr. Jacunski was granted 15,892 units~~ on February 26, 2014 ~~and 24,728 units on April 6, 2016; and Mr. Astley was granted 10,371 units on February 26, 2014.~~

~~(3)~~

~~Calculated based on the closing price of the Company’s common stock on December 31, 2016 ($23.89).~~

~~(4)~~

The amount shown reflects the aggregate target amount of PSAs granted 2/26/2014, 2/26/2015 and 2/25/2016 vesting 12/31/2016, 12/31/2017 and 12/31/2018, respectively. The actual number of shares paid out ranges from 0% to 200% of the target amount, depending upon attainment of performance goals. In February 2017, the Board confirmed that no payout was achieved for the PSAs granted on 2/26/2014.

~~Options Exercised~~ and ~~Stock Vested~~

~~The following table, including footnotes, sets forth information concerning stock grants that vested during fiscal 2016. No options were exercised by~~accrued dividend equivalents in the ~~NEOs during fiscal 2016.~~

Stock Awards

No. of Shares Acquired on Vesting (Payout)
Value Realized on Vesting

Total Value
Realized from all

PSAs⁽¹⁾
PSAs⁽²⁾

Exercised and
Vested Grants

Parrini

8,017

$136,369

$136,369
Jacunski

3,255

55,368

55,368
Hillard

0

0

0
Astley

1,766

30,040

30,040
Matsumoto

902

15,343

15,343

~~(1)~~

Represents PSAs granted on March 5, 2013, with a performance period of January 1, 2013–December 31, 2015, and a vesting date of December 31, 2015, for which shares were paid out on February 12, 2016.

~~(2)~~

~~Based on the closing price of the Company’s common stock of $17.01 on the payout date.~~form of additional RSUs.

~~Pension Benefits~~(3)

~~Current Pension Benefits~~Based on the closing price of ~~NEOs~~the Company’s common stock of $18.30 for shares paid as of December 31, 2019.

~~The following table, including footnotes, sets forth information concerning pension benefits during fiscal year 2016.~~(4)

Based on the closing price of the Company’s common stock of $13.85 for shares paid as of February 26, 2019.

2020 PROXY STATEMENT › 52

EXECUTIVE COMPENSATION

2019 Pension Benefits

PENSION PLAN OVERVIEW

During 2019, the Company provided qualified and non-qualified pension plans for U.S.-based employees and other arrangements for those outside of the United States.

Effective May 31, 2019, the Company eliminated (“froze”) all future accruals under our U.S. qualified Retirement Plan, and we terminated the Retirement Plan effective June 30, 2019. The Retirement Plan liabilities to participants were settled by December 31, 2019.

The Company liquidated the associated pension obligations through lump sum payments to participants or the purchase of an annuity contract on their behalf.

Approximately $13 million of the amount that would otherwise have reverted to the Company from the terminated Retirement Plan will be transferred to the 401(k) plan in 2020 and will be allocated to 401(k) plan

participants as Company contributions over the next seven years.

The Company enhanced the 401(k) contribution given the termination of the qualified Retirement Plan. The enhancement included a Company contribution of 7% on eligible earnings (base salary and annual short-term incentive). This new Company contribution replaced the Company match that provided up to a 25% match on employee contributions up to 6% of base salary (i.e. - a maximum matching contribution of 1.5% of base salary).

Starting in 2020, the amount transferred to the 401(k) plan from the terminated Retirement Plan will be allocated to participants as the annual Company contribution. The allocation percentage may vary based on Internal Revenue Code requirements.

The below chart highlights the changes in the U.S. qualified plan benefit programs for the NEOs:

Name
Age
Plan Name
Number of Years Credited Services (#)
Present Value of Accumulated Benefit ($)⁽¹⁾
Payments During Last Fiscal Year ($)
Parrini
52
Traditional Pension
19
616,000
–

SERP
19
5,933,000
–
Jacunski
51
Traditional Pension
13
360,000
–

SERP
13
621,000
–

SMPP
13
80,000
–
Hillard ⁽²⁾
35

N/A
N/A
N/A

N/A
N/A
N/A
Astley
43
Cash Balance Pension
6
93,000

SERP
6
11,000

Matsumoto
57
Cash Balance Pension
5
68,000
–

SERP
5
10,000

~~(1)~~

The present value of accumulated benefits above is based on actuarially determined assumptions including (i) discount rates of 4.47% (traditional Pension) and 4.55% (SERP); (ii) [mortality rates for U.S.-based employees are derived from RP-2014 and reflect actuarially determined adjustments resulting in a 0.75% ultimate improvement rate; and (iii) assumed retirement ages ranging from age 62 to age 65 based on plan provisions with no pre-retirement exits from the plan assumed].

~~(2)~~

~~Mr. Hillard is not yet eligible to participate in the applicable pension plan(s) based on his start date in March 2016.~~

NEO

Benefits Before June 1, 2019

Qualified ~~Pension Plan~~

~~All U.S.-based NEOs participate in the Qualified~~Defined Benefit Pension Plan ~~which is a tax-qualified defined benefit pension plan. The Qualified Pension~~(future accruals frozen as of May 31, 2019)

401(k) Plan ~~has two methods under which participant benefits are determined, the traditional pension~~

Benefits Effective June 1, 2019

Enhanced 401(k) Plan

Messrs. Parrini and ~~the cash balance pension.~~Elder

Traditional Pension

~~Messrs. Parrini and Jacunski were plan participants on January 1, 2007, and are eligible for a normal unreduced retirement pension beginning at age 65 equal to:~~

1.4% of final average compensation multiplied by years of benefit service

~~(to a maximum of 25)~~

~~0.5% of final average compensation for each year of benefit service in excess of 25~~

Final average compensation (“FAC”) means the participant’s highest average compensation over any consecutive five-year period that spans the ten-year period preceding the year of the participant’s retirement.

~~Eligible compensation includes salary as listed in the Summary Compensation Table plus paid bonus~~ (to a maximum of ~~the IRS limit, which was $265,000~~25) plus 0.5% of final average compensation for ~~2016).~~

~~The Qualified Pension Plan provides for early retirement benefits for participants who retire at or after age 55 and prior to age 65. The amount~~each year of ~~the monthly early retirement pension is reduced on account~~benefit service in excess of ~~its early commencement,~~25, with earnings capped at the ~~rate~~Internal Revenue Code limit

401(k) Plan

Up to a 25% match on employee contributions up to 6% of ~~2.5% per year.~~base salary (i.e., a maximum matching contribution of 1.5% of base salary), with base salary capped at the Internal Revenue Code limit

401(k) Plan

~~Cash Balance Pension~~7% Company contribution on eligible earnings (base salary and short-term incentive), with earnings capped at the Internal Revenue Code limit

Messrs. Hillard, Astley, and ~~Matsumoto were hired after January 1, 2007, and therefore participate in the cash balance pension. At the end of each month, the Company determines contribution credits equal to~~ Zakutney

Cash Balance

5.5% of eligible ~~monthly base pay. Interest is accrued on the account balance~~earnings (base salary only), with earnings capped at the ~~end~~Internal Revenue Code limit

401(k) Plan

Up to a 25% match on employee contributions up to 6% of ~~each month based~~base salary (i.e., a maximum matching contribution of 1.5% of base salary), with base salary capped at the Internal Revenue Code limit

401(k) Plan

7% Company contribution on ~~an external index (Moody’s As Nominal bond yield). Full vesting is completed after three~~eligible earnings (base salary and short-term incentive), with earnings capped at the Internal Revenue Code limit

Mr. Jacunski

Traditional Pension

1.4% of final average compensation multiplied by years of ~~service.~~benefit service (to a maximum of 25) plus 0.5% of final average compensation for each year of benefit service in excess of 25, with earnings capped at the Internal Revenue Code limit

~~Non-Qualified Pension Plans~~

~~The Company also sponsors non-qualified pension plans for certain executives.~~

~~Supplemental Executive Retirement~~401(k) Plan

~~The SERP consists~~Up to a 25% match on employee contributions up to 6% of ~~two post-employment~~base salary (i.e., a maximum matching contribution of 1.5% of base salary), with base salary capped at the Internal Revenue Code limit

N/A as Mr. Jacunski left the Company effective March 31, 2019.

2020 PROXY STATEMENT › 53

EXECUTIVE COMPENSATION

QUALIFIED PLANS

All U.S.-based NEOs participated in the Retirement Plan, which was a tax-qualified defined benefit pension plan. The Retirement Plan had two methods under which participant benefits were determined: the traditional pension and the cash balance pension. The Retirement Plan was frozen as of May 31, 2019 and terminated as of June 30, 2019. All Retirement Plan benefits of the NEOs were paid in lump sum payments in 2019, based on their elections in connection with the Retirement Plan termination

Traditional Pension (closed to new entrants since 2007)

Messrs. Parrini, Elder and Jacunski were plan participants on January 1, 2007, and accordingly were eligible for a normal unreduced retirement pension (“traditional pension”) beginning at age 65 equal to:

1.4% of final average compensation multiplied by years of benefit service

(to a maximum of 25)

0.5% of final average compensation for ~~certain NEOs who have been approved for participation by the Compensation Committee, or by the independent members~~each year of ~~the Board~~benefit service in ~~the case~~excess of ~~the CEO.~~25

Final average compensation (FAC) means the participant’s highest average compensation over any consecutive five-year period that spans the ten-year period preceding the year of the participant’s retirement.

Eligible compensation includes salary as listed in the Summary Compensation Table, plus paid non-equity incentive plan compensation (to a maximum of the IRS limit, which was $280,000 for 2019).

The Retirement Plan provided for early retirement benefits for participants who retire at or after age 55 and prior to age 65. The amount of the monthly early retirement pension is reduced due to early commencement at the rate of 2.5% per year.

Cash Balance Pension

Messrs. Astley, Hillard and Zakutney were hired after January 1, 2007, and therefore participated in the cash balance pension. At the end of each month, the Company determined contribution credits equal to 5.5% of their eligible monthly base pay. Interest was accrued on the account balance at the end of each month based on an external index (Moody’s Aa bond yield). Full vesting occurred after three years of service.

Mr. Rapp’s Pension Agreement

Mr. Rapp is covered under a Retirement Pension Contract, dated October 31, 2007, negotiated with the Company at the time of his hire to offset loss from his prior employer. Mr. Rapp no longer accrues pension benefits given his termination, effective October 1, 2019. Mr. Rapp’s benefit is being paid in the form of an annuity.

NON-QUALIFIED PENSION PLANS

During 2019, the Company sponsored for certain executives non-qualified pension plans, providing benefits that coordinated with and supplemented the Retirement Plan benefits. The Company froze the benefits for all participants in the SERP effective December 31, 2019. No additional benefits will accrue for any NEO under the SERP after December 31, 2019. In connection with the Retirement Plan freeze and termination, the SERP and SMPP were amended so that no new participants would be eligible to participate in the SERP or SMPP and, before the SERP was frozen, to provide that benefits under the SERP were calculated in part as if the Retirement Plan had not been frozen and were reduced by certain benefits provided under the Company’s enhanced 401(k) plan. Under these amendments, the aggregate benefit provided to a SERP participant did not exceed the benefit that would have been provided had the Retirement Plan not been frozen.

Supplemental Executive Retirement Plan (SERP)

The SERP consisted of post-employment benefits for certain NEOs who have been approved for participation by the Compensation Committee, or by the independent members of the Board in the case of the CEO.

2020 PROXY STATEMENT › 54

EXECUTIVE COMPENSATION

The following table summarizes the terms of the SERP:

Restoration Pension Benefit

The ~~“Restoration~~Restoration Pension ~~Benefit”~~ under the SERP ~~provides~~provided those executives whose benefits under the ~~Qualified Pension~~Retirement Plan are reduced due to legal limits with a supplemental pension benefit. The supplemental benefit ~~restores~~restored the portion of the pension benefit that was earned but not able to be paid under the ~~Qualified Pension~~Retirement Plan because of the legal limits provided in the Code. ~~Eligible executives may receive the~~The Restoration Pension ~~Benefit~~calculation took into account, as ~~either~~a reduction to the benefit, the participant’s Retirement Plan benefits and certain 401(k) contributions. The Restoration Pension was generally paid in the form of an annuity, orexcept that small benefit amounts were paid in a lump ~~sum, depending on the value of the benefit at the time the executive terminates employment with the Company.~~sum. Employees ~~will~~were generally be eligible for the Restoration Pension ~~Benefit~~ if they ~~have~~had at least one year of pensionable compensation in excess of the Code’s annual compensation limit for qualified pension plans. Participants were vested in their Restoration Pension, except in the event of termination for cause and after meeting certain service requirements.

Final Average Compensation Pension

The FAC Pension under the SERP ~~pays~~paid a pension benefit equal to 2% of the executive’s average compensation over the five years immediately preceding his retirement, multiplied by the participant’s years of benefit service under the ~~Qualified Pension~~Retirement Plan, up to a maximum of 27.5 years, offset by an equivalent value of the participant’s benefits under the Qualified Pension Plan (and certain Company-sponsored nonqualified defined benefit pension arrangements, including the Restoration Pension).years. The FAC Pension isbenefits were offset against the Restoration Pension and Retirement Plan benefits and certain 401(k) contributions.

The FAC Pension only vested at age 55 and was payable following the executive’s retirement on or after age ~~55 in the form of an annuity or a lump sum, depending on the value of the benefit at the time it is scheduled to commence.~~55. If the FAC Pension iswas payable prior to age 62, the monthly amount of the benefit iswas reduced to reflect its early commencement. A survivor benefit is also payable under the FAC Pension to the participant’s surviving spouse in the event of the participant’s death before the FAC Pension ~~commences. As of December 31, 2016, only~~commenced.

Only Mr. Parrini was eligible for the FAC Pension. If Mr. Parrini received a FAC Pension, ~~and he has elected~~his benefit would have been paid in a lump ~~sum distribution of his FAC Pension.~~

~~Supplemental Management Pension Plan~~

~~The SMPP provides an Early Retirement Supplement to benefits otherwise provided by~~sum. In the Qualified Pension Plan if the participant retires early. Normal retirement age under the Qualified Pension Plan is age 65; however, under the Qualified Plan, a participant who is at least age 55 may either:

~~Elect early retirement and receive a reduced monthly early retirement pension that begins immediately following retirement, or~~

~~Postpone the start of the pension until a later date, but not later than age 65.~~

If the participant agrees to postpone his or her Qualified Pension Plan pension until at least 36 months following early retirement date, then the Early Retirement Supplement will pay a supplemental benefit during the 36-month period. The Early Retirement Supplement is equal to the sum of the monthly amount of the Qualified Pension Plan benefit and the SERP Restoration Pension benefit in the form of a single life annuity. The benefit begins on the first day of the month following early retirement and continues for 36 months (or until normal retirement date), at which time the Qualified Pension Plan pension begins to be paid, subject to a six month delay as applicable under Section 409A of the Code.

~~Potential Payments upon Termination or Change in Control~~

~~Payments upon Termination~~

~~Payments made to a NEO upon involuntary termination by the Company are made in accordance with the Company’s executive termination guidelines. The guidelines are described in the CD&A.~~

~~Change in Control Agreements~~

~~The Company has entered into Change in Control Agreements with each of the NEOs as described in the CD&A.~~

~~For purposes of payments made upon termination of employment due to a change in control, a “change in control” means:~~

the acquisition of direct or indirect beneficial ownership of 20% or more of the combined voting power of the Company’s outstanding voting securities by any person, entity or group, excluding the Company, its subsidiaries, any employee benefit plan of the Company or its subsidiaries; and any purchaser or group of purchasers who are descendants of, or entities controlled by descendants of, P. H. Glatfelter;

in any 12 month period, the ceasing of individuals who constitute the Board to constitute at least a majority of the Board, other than any person becoming a director whose election was approved by at least a majority of incumbent directors, excluding any such person whose initial election occurs as a result of an actual or threatened election contest; or

~~the consummation of (i) a reorganization, merger or consolidation in which shareholders of the Company immediately prior to such~~ event do not, immediately thereafter, beneficially own more than 50% of the combined voting power of the reorganized, merged or consolidated company’s then outstanding voting securities; or (ii) a liquidation or dissolution of the Company, or the sale of all or substantially all of the assets of the Company to a third party.

~~Under these agreements, each executive’s employment with the Company will continue for two years from the date~~ of a change in control ~~or each executive will become entitled~~of the Company, the FAC Pension would have been regardless of age, and his FAC Pension benefit would have been fixed at 55% of his average final compensation as though he reached normal retirement as defined under the plan. Mr. Parrini’s FAC Pension vested in 2019, when he attained age 55.

As of January 1, 2020, the present value of the frozen SERP benefits for Messrs. Parrini, Hillard, Astley, Elder, and Zakutney were credited to the new deferred compensation plan established by the Company and will accrue interest annually using the Moody’s Aa bond yield. The present value of the frozen SERP benefits for those in the traditional pension plan was calculated as of December 31, 2019 utilizing an interest rate of 3.13% (based on a 30-day average Moody’s Aa bond yield from November 12, 2019 through December 11, 2019), the mortality table specified in the qualified pension plan for lump sum calculations, and an assumed commencement age of the later of current age or age 55. The frozen SERP benefits, with interest, will be paid in the same form and conditions as previously provided for under the SERP. Mr. Jacunski’s SERP benefit is being paid in an annuity as a result of his termination of employment, according to the terms of the SERP.

Supplemental Management Pension Plan (SMPP)

The SMPP provided an Early Retirement Supplement to benefits otherwise provided by the Retirement Plan if the participant retired early. If the SMPP participant agreed to postpone his or her Retirement Plan pension until at least 36 months following the early retirement date, then the Early Retirement Supplement would pay a supplemental benefit during the 36-month period. The Early Retirement Supplement was equal to the monthly amount of the Retirement Plan benefit in the form of a single life annuity. Mr. Elder’s participation ceased as a result of his qualified pension plan distribution, and Mr. Jacunski’s participation ceased because of his termination of employment. Mr. Parrini did not participate in the SMPP since he was eligible for the FAC Pension benefits

New Non-Qualified Deferred Compensation Plan

Given the freezing of all future benefits under the SERP, the Compensation Committee approved a new non-qualified deferred compensation plan for actively employed participants in the SERP, effective January 1, 2020. This plan will coordinate with the 401(k) plan and participants will receive a 7% Company contribution on earnings in excess of the annual Internal Revenue Code earnings limit. As described above, the frozen SERP benefits for Messrs. Parrini, Hillard, Astley, Elder, and Zakutney will be paid pursuant to the new non-qualified plan.

2020 PROXY STATEMENT › 55

EXECUTIVE COMPENSATION

CURRENT PENSION BENEFITS OF NEOS

The following table, including footnotes, sets forth information concerning pension benefits during fiscal year 2019.

Name	Age		Plan Name	Number of Years Credited Services (#)		Present Value of Accumulated Benefit ($) ⁽¹⁾		Payments During Last Fiscal Year ($) ⁽²⁾
Dante C. Parrini ⁽³⁾		55	SERP - FAC Pension		22		5,277,000
			SERP - Restoration Pension		22		6,317,000		—
			Traditional Pension	N/A		X			997,795
Samuel L. Hillard		38	SERP - Restoration Pension		3		9,000		—
			Cash Balance Pension	N/A		X			55,931
Christopher W. Astley		46	SERP - Restoration Pension		9		34,000		—
			Cash Balance Pension	N/A		X			155,447
David C. Elder		51	SERP - Restoration Pension		14		359,000		—
			Traditional Pension	N/A		X			506,919
Joseph J. Zakutney		57	SERP - Restoration Pension		4		9,000		—
			Cash Balance Pension	N/A		X			62,149
John P. Jacunski		54	SERP - Restoration Pension		15		2,095,000		75,798
			Traditional Pension	N/A		X			445,499
Martin Rapp		60	Pension Agreement		16		5,430,000		43,078

(1)

For Messrs. Parrini, Hillard, Astley, Elder, and Zakutney, the present value of accumulated benefits above is based on the SERP benefit as of December 31, 2019, as seen in the table below, adjusted for future interest accumulation. For Messrs. Jacunski and Rapp, the present value of accumulated benefits above is based on their SERP accrued benefits as of December 31, 2019, included, for Mr. Jacunski, by calculating the value of his SERP benefit as if he was 55 years old as of the date of his separation, consistent with his separation agreement. The present value of accumulated benefits is based on actuarially determined assumptions including (i) discount rate of 3.25% (SERP-FAC and SERP-Restoration), 1.22% (Mr. Rapp); (ii) cash balance interest crediting rate of 3.13% (SERP-FAC, SERP-Restoration); (iii) mortality rates for U.S.-based employees are derived from Pri-2012 with future improvements using the MP-2019 projection scale and, for Mr. Rapp, the Heubech Richtafeln 2018G mortality table; (iv) assumed retirement age of 65 for active participants; and (v) actual retirement ages for retired participants.

Name	SERP Opening Balance
Dante C. Parrini	$11,659,297
Samuel L. Hillard	$8,802
Christopher W. Astley	$34,670
David C. Elder	$362,317
Joseph J. Zakutney	$8,657

(2)

Represents amounts paid Messrs. Parrini, Hillard, Astley, Elder, Zakutney and Jacunski from the terminated Retirement Plan. Also represents SERP annuity payments with respect to ~~severance payments and benefits upon termination under certain conditions within such two-year period. During such period,~~Mr. Jacunski based on a commencement date of October 1, 2019 pursuant to the

~~employee will continue~~ terms of the SERP. An administrative discrepancy resulted in a ~~position at least equal~~delay of the SERP payments, which has been corrected. Represents pension payments to Mr. Rapp, who began to receive his benefit of €12,821 per month starting on October 1, 2019.

(3)

Mr. Parrini is fully vested in his FAC Pension. The FAC Pension was frozen as of December 31, 2019. If the ~~position held prior to the change in control~~FAC Pension had not been frozen and ~~receive compensation and benefits from the Company at least equal to those paid prior to the change in control.~~

~~Tax Gross-Up Payments. For Change in Control Agreements in effect before 2011 (including Messrs. Parrini and Jacunski), if any payment contingent on~~ a change inof control ~~is subject to excise tax~~had occurred as of December 31, 2019, Mr. Parrini’s FAC Pension benefit would have increased and been fixed at 55% of his average final compensation as though he had reached normal retirement as defined under the ~~Code, then an additional payment will be made to~~SERP. The increase in the ~~executive so~~FAC Pension that ~~the amount he receives on a net basis will be the same amount he~~ would have received absent the excise tax. Beginning in 2011, the provision for excise tax gross-ups was eliminated from the new Change in Control Agreements for Company executives. Messrs. Hillard, Astley and Matsumoto’s Change in Control Agreements therefore do not contain a tax gross-up provision.

~~“Double Trigger” Provisions. Under equity grant agreements, a double trigger provision accelerates vesting~~occurred in the event of a change in control ifunder those circumstances would have been $2,814,000. Since the ~~executive is terminated without cause or quits with good reason (as those terms are defined in~~FAC Pension has been frozen, the ~~agreements). The Compensation Committee believes that the double trigger provision~~FAC Pension will ~~ensure continuity of management during mergers and acquisitions and assist with retaining key executives, ultimately benefitting shareholders.~~

~~The following table describes how each element of the NEO’s post-employment compensation would~~not be ~~treated~~increased in the event of ~~termination, should the termination result from~~ a change ~~in control as defined below:~~of control.

2020 PROXY STATEMENT › 56

EXECUTIVE COMPENSATION

Potential Payments upon Termination or Change in Control

EXECUTIVE TERMINATION GUIDELINES

Payments made to a NEO upon involuntary termination by the Company without cause are made in accordance with the Company’s executive termination guidelines. The executive termination guidelines do not apply if the NEO is eligible to receive payments under a Change in Control Agreement upon a termination of employment. The table on the following page describes benefits payable under the executive termination guidelines.

CHANGE IN CONTROL AGREEMENTS AND DOUBLE TRIGGER EQUITY VESTING

The Company has entered into a Change in Control Agreement with each NEO as described in the CD&A. Under these agreements, each executive’s employment with the Company will continue for two years from the date of a change in control or each executive will become entitled to severance payments and benefits upon termination under certain conditions within such two-year period. During such period, the employee will continue in a position at least equal to the position held prior to the change in control and will receive compensation and benefits from the Company at least equal to those paid prior to the change in control. The table below describes the benefits payable under the Change in Control Agreements.

Change in Control: Under the Change in Control Agreements, change in control means:

• the acquisition of direct or indirect beneficial ownership of 20% or more of the combined voting power of the Company’s outstanding voting securities by any person, entity or group, excluding the Company, its subsidiaries, any employee benefit plan of the Company or its subsidiaries; and any purchaser or group of purchasers who are descendants of, or entities controlled by descendants of, P. H. Glatfelter;

in any 12-month period, the ceasing of individuals who constitute the Board to constitute at least a majority of the Board, other than any person becoming a director whose election was approved by at least a majority of incumbent directors, excluding any such person whose initial election occurs as a result of an actual or threatened election contest; or

the consummation of (i) a reorganization, merger or consolidation in which shareholders of the Company immediately prior to such event do not, immediately thereafter, beneficially own more than 50% of the combined voting power of the reorganized, merged or consolidated company’s then outstanding voting securities; or (ii) a liquidation or dissolution of the Company, or the sale of all or substantially all of the assets of the Company to a third party.

Tax Gross-Up Payments: Change in Control Agreements in effect before 2011 (including the agreements of Messrs. Parrini and Elder) provide that, if any payment is subject to excise tax under the Code, an additional gross-up payment will be made to the executive. The gross-up payment will effectively place the executive in the same net position as without the excise tax. Beginning in 2011, the provision for excise tax gross-ups was eliminated from new Change in Control Agreements. As such, the Change in Control Agreements of Messrs. Astley, Hillard and Zakutney do not contain a tax gross-up provision.

“Double Trigger” Provisions: Under equity grant agreements, a double trigger provision accelerates vesting in the event of a change in control if the executive is terminated without cause or resigns with good reason (as those terms are defined in the agreements).

2020 PROXY STATEMENT › 57

EXECUTIVE COMPENSATION

The following table describes how each element of the NEO’s post-employment compensation would be treated in the event of termination, with and without a change in control:


Type of Post-Employment Compensation/Treatment ~~Type of Post-Employment Compensation/Treatment~~ upon Termination	Termination without Cause by the Company or for Good Reason by the NEO following a Change in Control	Termination Not in Connection with a Change in Control	~~Termination Not in Connection with a Change in Control~~
~~Cash Severance~~	The NEO receives a severance payment in an amount equal to two times (a) the NEO’s annual base salary (at the highest rate achieved before the date of termination) plus (b) the NEO’s annual bonus, defined as the greater of the NEO’s three-year average bonus or the NEO’s target bonus.	The Compensation Committee may authorize severance benefits if determined to be appropriate. In the past, the Company has agreed to provide severance benefits to departing executive officers in exchange for definitive termination agreements.
~~Health & Welfare Benefits~~	For a period of two years after the date of termination, the Company continues to provide group medical, prescription, dental, disability, salary continuance, group life, accidental death and dismemberment and travel accident insurance benefits at levels substantially equal to those that would have been provided if the NEOs employment had not been terminated.	Health and welfare benefits for U.S. based NEOs generally cease on the last day of employment. For non-U.S. based NEOs, the social benefit system of the resident country generally governs eligibility for these benefits.

~~Type of Post-Employment Compensation/Treatment upon Termination~~	~~Termination without Cause by the Company or for Good Reason by the NEO following a~~ ~~Change in Control~~	~~Termination Not in Connection with a Change in Control~~
~~Short-Term Incentive Compensation (MIP)~~
Cash Severance	The NEO receives a severance payment in an amount equal to •two times the NEO’s annual base salary (at the highest rate achieved before the date of termination), plus •the NEO’s annual bonus, defined as the greater of the NEO’s three-year average bonus or the NEO’s target bonus.	The Compensation Committee may authorize severance benefits if determined to be appropriate. In the past, the Company has agreed to provide severance benefits to departing executive officers in exchange for definitive termination agreements. In the event of termination by the Company without cause, the executive termination guidelines provide for cash severance amounts equal to one month’s pay (including base salary plus 1/12 of a notional bonus) per year of service up to the following maximums (the severance period), depending on an executive’s level: oChief Executive Officer: 24 months oExecutive Vice Presidents and Senior Vice Presidents: 18 months
Health & Welfare Benefits	For a period of two years after the date of termination, the Company continues to provide group medical, prescription, dental, disability, salary continuance, group life, accidental death and dismemberment and travel accident insurance benefits at levels substantially equal to those that would have been provided if the NEO’s employment had not been terminated. Outplacement assistance will be offered.	In the event of termination by the Company without cause, the executive termination guidelines provide for continuation of health benefits through the length of the severance period, Employee Assistance Program support, and payment of any accrued unused vacation. Outplacement assistance will be offered.
Short-Term Incentive Compensation (“MIP”)	The NEO receives a pro-rated bonus payment, based on the greater of the NEO’s three-year average bonus or the NEO’s target bonus.	The Compensation Committee may authorize a pro-rata bonus payment if determined to be appropriate in order to enter into a definitive termination agreement. In the case of termination due to death, disability, or retirement, the NEO receives a pro-rated award based on performance.
~~Long-Term Incentives~~	~~For awards made after March 2009,~~

2020 PROXY STATEMENT › 58

EXECUTIVE COMPENSATION

Type of Post-Employment

Compensation/Treatment

upon Termination

Termination without Cause by the Company or for Good Reason by the NEO following a

Change in Control

Termination Not in Connection with a

Change in Control

Long-Term Incentives (“LTI”)

A “double trigger” provision applies, under which RSUs, SOSARs and PSAs will accelerate vesting upon involuntary termination or good reason termination upon or following a change in control.

PSAs will generally be deemed to have been earned at the greater of target or actual performance through the change in control.

In the event of a change in control in which the Company’s stock is no longer the stock of the surviving entity, the Company will cause the surviving entity to issue replacement RSUs and PSAs. A value restoration payment with respect to any vested replacement RSUs or PSAs will be equal to the difference between the fair market value of the surviving entity’s common stock on the date of the change in control and, if less, the fair market value of the surviving entity’s common stock on the vesting date (which will be the date of the Participant’s involuntary Separation from Service other than for Cause, or voluntary Separation from Service for Good Reason). Any value restoration payment will include interest (at the prime rate of interest of the Company’s principal bank in effect on the vesting date for the period between the date of the change in control and the vesting date), and will be paid in cash within thirty (30) days after the vesting date.

~~RSUs~~: If the NEO ceases employment other than upon death, disability or retirement, unvested RSUs are forfeited. If the NEO is terminated for cause, outstanding RSUs, vested or unvested, are forfeited. For grants prior to 2013 upon death, disability or retirement, unvested RSUs are pro-rated. For grants beginning in 2013, upon death or disability, vesting of RSUs is accelerated and upon retirement, unvested RSUs are pro-rated.

~~SOSARs~~: If the NEO ceases employment other than upon death, disability, retirement or involuntary termination without cause, then, for a period of 90 days following such termination, the NEO may exercise any vested SOSARs. Unvested SOSARs are forfeited. ~~If the NEO is terminated for cause,~~ ~~outstanding SOSARs, vested or unvested, are forfeited. Upon death, disability, or retirement, there is prorated vesting of SOSARs, and the SOSARs are exercisable for a period of 3 years.~~

~~PSAs~~: If the NEO ceases employment, other than upon death, disability or retirement, unvested PSAs are forfeited. Upon death, disability or retirement, the NEO is entitled to receive a pro-rated award based on performance.

~~Type of Post-Employment Compensation/Treatment upon Termination~~

~~Termination without Cause by the Company or for Good Reason by the NEO following a~~

~~Change in Control~~

~~Termination Not in Connection with a Change in Control~~

~~401(k) & Pension~~

In the event that the NEO’s vesting service is insufficient to have earned (a) a vested interest in matching contributions under the Company’s 401(k) plan, and (b) a vested interest in an accrued benefit under the Company’s Pension Plan, the Company will pay to the NEO an amount equal to the sum of:

-~~the NEO’s unvested matching contribution account under the 401(k) plan; and~~

-~~the actuarial present value of the NEO’s unvested normal retirement pension under the Pension Plan.~~

~~If the NEO is a participant in the Restoration Plan or the FAC Pension, the NEO will become fully vested in the accrued benefit.~~

If a NEO leaves the Company before full vesting in the employer matching contributions under the 401(k) plan, the non-vested portion is forfeited, except upon attainment of age 65 or death which would accelerate vesting. Employee deferrals and rollover contributions are always vested.

~~Pension:~~

~~Traditional~~ ~~– Participants are fully vested.~~

~~Cash Balance~~ ~~– Interests under the plan generally vest upon three years of service, or upon death or attaining age 65 if earlier.~~

~~Quantification of Payments upon Termination or Change in Control~~

~~The following table, including the footnotes that follow, describes the potential payments to the NEOs upon termination of employment or due to~~ a change in control in which the Company’s stock is no longer the stock of the surviving entity, the Company will cause the surviving entity to issue replacement RSUs and PSAs. A value restoration payment with respect to any vested replacement SOSARs, RSUs or PSAs will be paid based on the difference between the fair market value of the surviving entity’s common stock on the date of the change in control and, if less, the fair market value of the surviving entity’s common stock on the vesting date (which will include the date of the NEO’s involuntary separation from service other than for Cause, or voluntary separation from service for Good Reason). Any value restoration payment will include interest (at the prime rate of interest of the Company’s principal bank in effect on the vesting date for the period between the date of the change in control and the vesting date) and will be paid in cash within 30 days after the vesting date.

RSUs: If the NEO ceases employment other than upon death, disability or retirement, unvested RSUs are forfeited. If the NEO is terminated for cause, outstanding RSUs, vested or unvested, are forfeited.

For grants prior to 2013 upon death, disability or retirement, unvested RSUs are pro-rated. For grants beginning in 2013, upon death or disability, vesting of RSUs is accelerated and upon retirement, unvested RSUs are pro-rated.

SOSARs: If the NEO ceases employment other than upon death, disability, retirement or termination for cause, then, for a period of 90 days following such termination, the NEO may exercise any vested SOSARs. Unvested SOSARs are forfeited. If the NEO is terminated for cause, outstanding SOSARs, vested or unvested, are forfeited. Upon retirement, there is pro-rated vesting of SOSARs, and the SOSARs are exercisable for a period of 3 years or if shorter, until the end of the term. In the case of death or disability, all unvested SOSARs will accelerate and become fully vested and exercisable for three years from the date of such death or disability, or if shorter, until the end of the term.

PSAs: If the NEO ceases employment, other than upon death, disability or retirement, unvested PSAs are forfeited. Upon death, disability or retirement after year one of the performance period, the NEO is entitled to receive a pro-rated award based on performance after the end of the performance period.

Mr. Parrini: Mr. Parrini’s one-time RSU grant has no acceleration of vesting upon retirement.

RSU and PSA grants made to Mr. Parrini in 2020 and subsequent years will provide for continued vesting after retirement as long as Mr. Parrini continues in employment for 12 months after the date of grant.

401(k)

In the event that the NEO’s vesting service is insufficient to have earned a vested interest in matching contributions under the Company’s 401(k) plan, the Company will pay to the NEO an amount equal to the NEO’s unvested matching contribution account under the 401(k) plan.

If a NEO leaves the Company before full vesting in the employer-matching contributions under the 401(k) plan, the non-vested portion is forfeited, except upon attainment of age 65 or death which would accelerate vesting. Employee deferrals and rollover contributions are always vested.

2020 PROXY STATEMENT › 59

EXECUTIVE COMPENSATION

QUANTIFICATION OF PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

The following table, including the footnotes that follow, describes the potential payments to the NEOs upon termination of employment or due to a change in control of the Company as if such termination or change in control occurred on December 31, 2019.

Name	Death or Disability		Retirement		Involuntary Termination Without Cause		Termination Following Change in Control
Dante C. Parrini
Severance Payments⁽¹⁾	N/A		N/A		$	2,957,845	$	4,991,060
RSUs⁽²⁾	$	3,973,644	$	1,086,422	$	0	$	3,973,644
PSAs⁽²⁾⁽³⁾	$	1,025,764	$	1,025,764	$	0	$	2,190,968
Health & Welfare Benefits ⁽⁴⁾	N/A		N/A		$	24,891	$	77,700
Outplacement Assistance	N/A		N/A		$	40,000	$	40,000
Pension ⁽⁵⁾	N/A		N/A		N/A		$	0
Excise Tax Gross-Up ⁽⁶⁾	N/A		N/A		N/A		$	0
Total	$	4,999,408	$	2,112,186	$	3,022,736	$	11,273,372
Samuel L. Hillard
Severance Payments⁽¹⁾	N/A		N/A		$	112,690	$	1,425,000
RSUs⁽²⁾	$	930,318	$	396,612	$	0	$	930,318
PSAs⁽²⁾⁽³⁾	$	186,879	$	186,879	$	0	$	399,160
Health & Welfare Benefits ⁽⁴⁾	N/A		N/A		$	5,592	$	78,040
Outplacement Assistance	N/A		N/A		$	30,000	$	30,000
Unvested 401(k) Match⁽⁷⁾	N/A		N/A		N/A		$	8,536
Total	$	1,117,197	$	583,491	$	148,282	$	2,871,054
Christopher W. Astley
Severance Payments⁽¹⁾	N/A		N/A		$	420,107	$	1,554,900
RSUs⁽²⁾	$	944,684	$	316,315	$	0	$	944,684
PSAs⁽²⁾⁽³⁾	$	235,893	$	235,893	$	0	$	503,854
Health & Welfare Benefits ⁽⁴⁾	N/A		N/A		$	13,577	$	65,262
Outplacement Assistance	N/A		N/A		$	30,000	$	30,000
Total	$	1,180,577	$	552,208	$	463,684	$	3,098,700
David Elder
Severance Payments⁽¹⁾	N/A		N/A		$	434,352	$	1,043,361
RSUs⁽²⁾	$	505,958	$	216,934	$	0	$	505,958
PSAs⁽²⁾⁽³⁾	$	137,854	$	137,854	$	0	$	294,447
Health & Welfare Benefits ⁽⁴⁾	N/A		N/A		$	12,112	$	46,014
Outplacement Assistance	N/A		N/A		$	30,000	$	30,000
Excise Tax Gross-Up ⁽⁶⁾	N/A		N/A		N/A		$	553,476
Total	$	643,812	$	354,788	$	476,464	$	2,473,256
Joseph Zakutney
Severance Payments⁽¹⁾	N/A		N/A		$	137,287	$	1,076,355
RSUs⁽²⁾	$	509,765	$	255,418	$	0	$	509,765
PSAs⁽²⁾⁽³⁾	$	150,115	$	150,115	$	0	$	320,634
Health & Welfare Benefits ⁽⁴⁾	N/A		N/A		$	6,034	$	67,952
Outplacement Assistance	N/A		N/A		$	30,000	$	30,000
Unvested 401(k) Match⁽⁷⁾	N/A		N/A		N/A		$	3,695
Total	$	659,880	$	405,533	$	173,321	$	2,008,401
John Jacunski⁽⁸⁾
Severance Payments	N/A		N/A		$	1,497,293	N/A
Health & Welfare Benefits	N/A		N/A		$	22,054	N/A
Cash in Lieu of Outplacement	N/A		N/A		$	30,000	N/A
Amount in Lieu of 2019 MIP	N/A		N/A		$	89,500	N/A
Earned but Not Used Vacation	N/A		N/A		$	1,058	N/A
Total	$	—	$	—	$	1,639,905	$	—
Martin Rapp⁽⁹⁾
Severance Payments	N/A		N/A		$	757,295	N/A
Cash in Lieu of Outplacement			N/A		$	29,463	N/A
Amount in Lieu of 2019 MIP	N/A		N/A		$	157,944	N/A
Bonus for Successful Transition	N/A		N/A		$	66,090	N/A
Earned but Not Used Vacation	N/A		N/A		$	17,261	N/A
Total	$	—	$	—	$	1,028,053	$	—

2020 PROXY STATEMENT › 60

EXECUTIVE COMPENSATION

(1)

In the event of an involuntary termination without cause, cash severance amounts equal to one month’s pay (including base salary plus 1/12 of a notional bonus) per year of service up to 24 months for the CEO and 18 months for the NEOs other than the CEO. The notional bonus is calculated as the lesser of (i) the target bonus for the terminated executive in the year of termination or (ii) the average of annual bonuses paid to the terminated executive with respect to the three fiscal years preceding the year of termination.

(2)

The values above represent awards for which vesting fully or partially accelerates upon termination as a result of death, disability or retirement, as applicable. The values are calculated (a) based on the closing price of $18.30 of the Company’s common stock on December 31, 2019, and (b) as if death, disability or retirement had occurred on December 31, 2019. For change in control, the value assumes vesting (as determined under applicable award agreements) and exercise on December 31, 2019. Upon an involuntary termination without cause, unvested RSUs and PSAs are forfeited.

(3)

Assumes achievement of a target performance level at the end of the performance period.

(4)

Based on current type of coverage and premium levels.

(5)

Mr. Parrini is fully vested in his FAC Pension. The FAC Pension was frozen as of December 31, 2019. If the FAC Pension had not been frozen and a change in control occurred ~~on December 31, 2016.~~

Name

Death or Disability

Retirement

Change in Control

Dante Parrini

Severance Payments

N/A

N/A

$4,869,325

RSUs (1)

$2,389,000

$1,458,781

2,389,000

SOSARs (1)

1,308,629

369,469

1,308,629

PSAs (1,2)

736,465

736,465

1,645,854

Health & Welfare Benefits (3)

N/A

N/A

66,794

Pension (4)

N/A

N/A

2,885,000

Excise Tax Gross-Up

N/A

N/A

4,622,698

Total

$4,434,094

$2,564,716

$17,787,299

John Jacunski

Severance Payments

N/A

N/A

$2,563,646

RSUs (1)

$970,412

$303,055

970,412

SOSARs (1)

480,870

135,765

480,870

PSAs (1,2)

274,982

274,982

611,321

Health & Welfare Benefits (3)

N/A

N/A

66,214

Pension (4)

N/A

N/A

1,611,912

Excise Tax Gross-Up

N/A

N/A

0

Total

$1,726,264

$713,802

$6,304,375

Samuel Hillard

Severance Payments

N/A

N/A

$1,055,250

RSUs (1)

0

0

0

SOSARs (1)

$285,419

$74,290

285,419

PSAs (1,2)

122,245

122,245

366,735

Health & Welfare Benefits (3)

N/A

N/A

57,692

Pension (4)

N/A

N/A

N/A

Unvested 401(k) Match (5)

N/A

N/A

2,856

Total

$407,664

$196,535

$1,767,952

Christopher Astley

Severance Payments

N/A

N/A

$1,343,386

RSUs (1)

$247,763

$140,978

247,763

SOSARs (1)

292,704

82,643

292,704

PSAs (1,2)

163,145

163,145

365,756

Health & Welfare Benefits (3)

N/A

N/A

70,886

Pension (4)

N/A

N/A

0

Total

$703,612

$386,766

$2,320,495

Kent Matsumoto

Severance Payments

N/A

N/A

$1,184,293

RSUs (1)

0

0

0

SOSARs (1)

$313,602

$88,541

313,602

PSAs (1,2)

180,155

180,155

399,919

Health & Welfare Benefits (3)

N/A

N/A

41,836

Pension (4)

N/A

N/A

0

Unvested 401(k) Match (7)

N/A

N/A

4,576

Total

$493,757

$268,696

$1,944,226

~~(1)~~

The values represent awards for which vesting fully or partially accelerates upon termination as a result of death, disability or retirement, as applicable. The values are calculated based on the closing price of $23.89 of

~~the Company’s common stock on December 31, 2016. For change in control, the value assumes vesting and exercise or payment on December 31, 2016.~~

~~(2)~~

~~Assumes achievement of a target performance level at the end of the performance period.~~

~~(3)~~

~~Based on current type of health and welfare plan coverage and premium levels.~~

~~(4)~~

Represents the actuarial present value of unvested retirement plans based on the maximum applicable benefit formula level. Present values have been calculated consistent with calculations in the Pension Benefits table. In the event of termination on December 31, 2016, Mr. Jacunski, would not be entitled to an Early Retirement Supplement under the SMPP, because he would have been under the age of 55 at the time of termination.

~~(5)~~

~~Represents the value of unvested portion of Company matching contributions under the 401(k) plan.~~

~~Monthly Termination Payments under SERP~~

~~The table below sets forth the various monthly payments that the NEOs (or, in certain situations, their spouses) would be entitled to receive for their lifetimes upon termination~~ as of December 31, ~~2016,~~2019, Mr. Parrini's FAC Pension benefit would have increased and been fixed at 55% of his average final compensation as though he had reached normal retirement as defined under ~~several different circumstances.~~the SERP. The ~~payments shown reflect benefit commencement at~~increase in the ~~earliest possible age. If a SERP participant becomes an employee or officer~~FAC Pension that would have occurred in the event of a ~~competitor~~change in control under those circumstances would have been $2,765,000. Since the FAC Pension has been frozen, the FAC Pension will not be increased in the event of a change in control.

(6)

The legacy CIC agreements of Messrs. Parrini and Elder, which were entered into before 2011, contain tax gross-up provisions.

(7)

Represents the value of unvested portion of Company ~~or uses or discloses confidential information of the Company (except as required by the SERP participant’s duties as an employee of the Company), then all benefits~~matching contributions under the ~~SERP are forfeited.~~401(k) plan.

(8)

The amount for Mr. Jacunski includes all payments made in 2019 which consist of (1) $336,000 paid in equal monthly installments; (2) $500,000 severance payment in April 2019; (3) $30,000 in lieu of outplacement services; (4) $89,500 in lieu of 2019 bonus; (5) $1,058 earned but not used vacation; (6) $437,293 severance payment in October 2019; (5) and $13,232 paid in equal installments for COBRA costs.

(9)

The amounts for Mr. Rapp include 2019 payments of 1) €676,387 as a severance payment; (2) €141,072 as a prorated 2019 bonus; (3) outplacement payment of 26,316€ and (4) 15,417€ for earned but not used vacation. Amounts presented here have been converted to United States dollars ($) using the average exchange rate for 2019, or 1.1196 $/€.

2020 PROXY STATEMENT › 61

Certain Relationships and Related Transactions

Name

Termination Other than Upon Death or Disability

Termination as a Result of Death⁽¹⁾

Disability ⁽²⁾
Parrini

$11,000 ⁽³⁾

$19,000

$20,000
Jacunski

3,000 ⁽³⁾

1,000

N/A
Hillard⁽⁴⁾

N/A

N/A

N/A
Astley

–

–

N/A
Matsumoto

–

–

N/A

~~(1)~~

Represents pension survivor benefits payable to the NEO’s spouse for the spouse’s lifetime, commencing at the earliest possible age. The death benefits for both Mr. Parrini and Mr. Jacunski would be payable as a lump sum.

~~(2)~~

~~Represents FAC pension benefit payable upon attaining the age of 55 by Mr. Parrini.~~

~~(3)~~

Represents the monthly benefit of the Restoration Pension under the SERP, based on service and compensation through December 31, 2016, assuming retirement at age 55. If the NEO separates from service before age 55, the Restoration Pension benefit is determined based on the value of the benefit payable at age 65, reduced by 6% per year to reflect its early commencement. In the event of death following benefit commencement, the surviving spouse receives lifetime monthly payments in an amount equal to 75% of the monthly benefit payable to the NEO for the FAC pension and an amount equal to 50% of the monthly benefit payable to the NEO for the Restoration pension.

~~(4) Mr. Hillard is not yet eligible to participate in the applicable pension plan(s).~~

~~Certain Relationships and Related Transactions~~

Related Party Transactions Policy

The NCG Committee (or its Chair, under some circumstances) will review the relevant facts of all proposed Related Person Transactions and either approve or disapprove of the entry into the Related Person Transaction.

For purposes of this review, as defined in the NCG Committee Charter, a “Related Person Transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) involving an amount that is at least $120,000, and in which the Company was, is or will be a participant, and in which any Related Person had, has or will have a direct or indirect material interest. A “Related Person” is generally any person who is, or at any time since the beginning of the Company’s last fiscal year was, (i) a director or executive officer of the Company or a nominee to become a director of the Company; (ii) any person who is known to be the beneficial owner of more than 5% of any class of the Company’s voting securities; (iii) any immediate family member of any of the foregoing persons; or (iv) any firm, corporation or other entity in which any of the foregoing persons is employed or is a general partner or principal or in a similar position, or in which such person has a 5% or greater beneficial ownership interest. There were no Related Person Transactions during ~~2016.~~2019.

Related Person Transactions are approved only if they are determined to be in, or not inconsistent with, the best interests of the Company and its shareholders. No director may participate in any consideration or approval of a Related Person Transaction in which he or she, or any of his or her immediate family members or related entities, is the Related Person.

If a Related Person Transaction that has not been previously approved or ratified is discovered, the NCG

Committee, or its Chair, will promptly consider all of the relevant facts. If the transaction is ongoing, the NCG Committee will consider all options and may ratify, amend or terminate the Related Person Transaction. If the transaction has been completed, the NCG Committee will consider if rescission of the transaction is appropriate and if disciplinary action is warranted. The NCG Committee will review all ongoing Related Person Transactions on an annual basis to determine whether to continue, modify or terminate the Related Person Transaction.

In reviewing the relevant facts related to all proposed Related Person Transactions, the NCG Committee, or its Chair, will take the following considerations into account, along with other factors it deems appropriate:

the benefits to the Company of the transactions;

the impact on a director’s independence, in the event the “Related Person” is a director, an immediate family member of a director or an entity in which a director is a partner, shareholder or executive officer;

the availability of other sources for comparable products or services;

the terms of the transaction; and

the terms available from unrelated third parties or to employees generally.

To the extent that the NCG Committee, or its Chair, needs additional information to make an informed decision regarding a proposed Related Person Transaction, the NCG Committee, or its Chair, may consult with Management ~~of the Company~~ or other members of the Board.

Compensation Committee Interlocks and Insider Participation

The current members of the Company’s Compensation Committee are Lee C. Stewart (Chair), Kathleen A. Dahlberg, Nicholas DeBenedictis and J. Robert Hall. No executive officer of the Company has served as a director

or member of the Compensation Committee (or other committee serving an equivalent function) of any other entity whose executive officers served as a director or member of the Compensation Committee of the Company.

2020 PROXY STATEMENT › 62

Report of the Audit Committee

The Audit ~~Committee~~Committee* has reviewed and discussed the Company’s audited consolidated financial statements for the year ended December 31, ~~2016,~~2019 with the Company’s Management and its independent registered public accounting firm. The Company’s Management has advised the Audit Committee that such audited consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America.

The Audit Committee has discussed with Deloitte, the Company’s independent registered public accounting firm, the matters required to be discussed by Auditing Standard No. 1301, “Communications with Audit Committees,” as issued by the Public Company Accounting Oversight Board. The Audit Committee has also discussed with Deloitte its independence from the Company and its Management. The Audit Committee has received a letter and written disclosures from Deloitte required by applicable requirements of the Public Company Accounting Oversight Board, disclosing all relationships between Deloitte and its related entities and the Company. In addition to the information provided by Deloitte, the Audit Committee considered the level of non-audit and tax services provided by Deloitte in determining that it was independent.

Based on the review and discussions described above, the Audit Committee ~~has~~

recommended to the Company’s Board that the Company’s audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2019, for filing with the SEC.

~~Richard C. Ill~~The foregoing Report does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates the Report by reference therein.

Ronald J. Naples (Chair)

Bruce Brown

Kathleen A. Dahlberg

~~Ronald J. Naples~~Nicholas DeBenedictis

Lee C. Stewart

*Marie T. Gallagher became a member of the Audit Committee in February 2020 after this report was approved.

2020 PROXY STATEMENT › 63

Frequently Asked Questions (“FAQs”)

When and where is the Annual Meeting and how will I know if it changes?

The 2020 Annual Meeting of Shareholders of P.H. Glatfelter Company (the “Annual Meeting”) will be held on Thursday, May 7, 2020, at 8:00 a.m., at The Kimpton, Tryon Park Hotel, 303 South Church Street, Charlotte, NC 28202.

In the event the Company changes the venue or format of the Annual Meeting, especially in light of the public health and safety concerns associated with the current coronavirus (COVID-19) outbreak, the Company will provide reasonable advance notice of that decision, as well as instructions on how to attend the Annual Meeting, through a press release and Securities and Exchange Commission filing. We will also provide this information on the Investor Relations page of our website: www.glatfelter.com. In the case the Annual Meeting is changed to a virtual meeting or other format, your Notice of Availability, proxy card or voting instruction form will not be updated to reflect the change. In the case of a virtual meeting, you will need the 16-digit control number provided to attend the virtual meeting. Therefore, it is very important that you retain your Notice of Availability, proxy card or voting instruction form and related materials, including your assigned 16-digit control number, through the date of the Annual Meeting

Who may attend the meeting and what else is required for admittance?

Only shareholders of the Company’s common stock on March 17, 2020 (the “Record Date”) may attend the Annual Meeting, and those shareholders attending in person must present an admission ticket or other proof of stock ownership to be admitted to the Annual Meeting. For example, a shareholder may present an account statement or a letter from his/her bank or broker confirming that the shareholder owned Company common stock on the Record Date.

For registered shareholders of the Company, an admission ticket is attached to their proxy card. Registered shareholders planning to attend the Annual Meeting are requested to vote in advance of the Annual Meeting by telephone, internet or mail by completing and mailing in their proxy card, retaining the admission ticket and presenting the ticket at the Annual Meeting if they plan to attend.

•	Shareholders whose shares are registered in the name of a bank, broker or other institution are referred to as “beneficial owners” of Company stock. Beneficial owners should have received voting instructions or a proxy card from their broker or agent rather than from

the Company and should follow the voting instructions provided by their broker or agent to ensure that their votes are counted.

What is the difference between a registered shareholder and a beneficial owner?

Why did I receive these materials?

You are receiving these materials because, as a shareholder, the Company is soliciting your vote on matters to be considered at the 2020 Annual Meeting. The Notice of Annual Meeting, this proxy statement, the accompanying proxy card and our 2019 Annual Report to shareholders, were first sent or given to shareholders on March 31, 2020. Please read this proxy statement and vote your shares by mailing the attached proxy card, voting online, by telephone or in person at the Annual Meeting. The Board has appointed directors Bruce Brown and Ronald J. Naples, or either of them (the “Proxy Holders”) with power of substitution, to vote all properly-executed proxies received from shareholders entitled to vote at the Annual Meeting or at any adjournment of the Annual Meeting.

Who is entitled to vote?

Shareholders of record as of the close of business on March 17, 2020, the Record Date, may vote at the Annual Meeting. At the close of business on March 17, 2020, there were 44,308,440 shares of the Company’s common stock issued and outstanding and eligible to vote at the Annual Meeting.

How do I vote?

If you are a registered shareholder, meaning you hold your shares in your own name as a holder of record, you may vote in person at the Annual Meeting or instruct the Proxy Holders named in the enclosed proxy card how to vote your shares. You may vote your proxy by telephone at 1-800-690-6903, online at www.proxyvote.com or by

2020 PROXY STATEMENT › 64

FREQUENTLY ASKED QUESTIONS

completing and signing the enclosed proxy card and returning it promptly in the enclosed envelope (requiring no postage if mailed in the United States). Please make certain you mark, sign and date your proxy card prior to mailing. All valid proxies received and not revoked prior to the Annual Meeting will be voted in accordance with your instructions. If you are a beneficial owner, meaning your shares are held by a brokerage firm, bank or other nominee (i.e., in “street name”), you should receive directions from your bank or broker that you must follow in order to have your shares voted.

Will my shares be voted if I do not sign and return my proxy card?

If a beneficial owner of shares does not provide the bank or broker holding such shares with specific voting instructions, under the rules of various national and regional securities exchanges, the shareholder’s bank or broker may generally vote on routine matters but cannot vote on non-routine matters. Proposal 1 (election of directors) and Proposal 3 (advisory vote on executive compensation) are non-routine matters. Proposal 2 (ratification of auditors) is routine. If a shareholder’s bank or broker does not receive the shareholder’s instructions on how to vote the shareholder’s shares on a non-routine matter, the shareholder’s bank or broker will inform the Company it does not have the beneficial owner’s authority to vote on the non-routine matter. We encourage beneficial shareholders to provide voting instructions to the bank, broker or agent holding their shares by carefully following the instructions in the notice provided by the shareholder’s bank, broker or agent.

How do I change my vote or revoke my proxy, if I wish to do so?

Shareholders of record can revoke their proxy at any time before their shares are voted if they (1) deliver a written revocation of their proxy to the Company’s Secretary; (2) submit a later-dated proxy (or voting instruction form if they hold their shares in street name); or (3) vote in person at the Annual Meeting. Shareholders who are beneficial owners should follow the instructions provided by their respective broker or bank to change their vote.

What is the required quorum to hold this Annual Meeting?

As of March 17, 2020, 44,308,440 shares of the Company’s common stock were outstanding and entitled to vote. The presence of shareholders entitled to cast at least a majority of the votes that all shareholders are entitled to cast on a particular matter will constitute a quorum for the purposes of such matter. Abstentions or broker “non-votes” are counted as present and entitled to vote for purposes of determining a quorum. A broker “non-vote” occurs when a broker or bank holding shares for a beneficial owner does not vote on a particular matter because the broker or bank does not have discretionary voting authority to vote on the proposal, and the beneficial owner has not provided voting instructions.

May shareholders ask questions at the Annual Meeting?

Yes. After the formal business of the Annual Meeting has concluded and adjourned, the chair of the meeting will answer questions from shareholders during the designated question and answer period of the meeting. To provide an opportunity for everyone wishing to ask a question, shareholders will be limited to three (3) minutes each to present their question. When speaking, shareholders must direct questions to the chair and limit their questions to matters relating directly to the business of the meeting. Shareholders will not be permitted to make statements.

Who pays for the proxy solicitation related to the Annual Meeting?

The Company pays the cost of preparing, printing, assembling and mailing this proxy statement and other proxy solicitation materials. The Company will also reimburse brokers and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding the proxy statement and other proxy solicitation materials to beneficial owners. In addition to the solicitation of proxies by mail, some of our directors, officers, other employees and agents may solicit proxies personally, by telephone and by other means. The officers and directors who may solicit proxies personally receive no special compensation for any solicitation activities.

2020 PROXY STATEMENT › 65

FREQUENTLY ASKED QUESTIONS

What proposals will be acted upon at the meeting, and what number of votes is needed for the proposals to be adopted?

Proposal		Vote Required	Broker Discretionary Voting Allowed?	Effect of Abstention	Effect of Broker Non-Votes
1	Election of Directors for a One-Year Term	Plurality of Votes Cast (as described below)	No	Not counted	Not counted
2	Ratification of Deloitte as Independent Registered Public Accounting Firm	Majority of Votes Entitled to be Cast	Yes	Vote Against	Not applicable, as this is a routine matter
3	Approval of Named Executive Officer Compensation	Majority of Votes Entitled to be Cast	No	Vote Against	Not counted

Election of Directors. As required by our By-laws, each of the nine nominees for election has submitted an irrevocable resignation in advance. Because each of the nominees is an incumbent director, the following procedure applies if the nominee receives a plurality, but not a majority of votes cast. Although the nominee will have been elected, the Board will determine whether to accept the nominee’s advance irrevocable resignation, since the nominee did not receive a majority of the votes cast for each director. For more information regarding the election of directors and the resignation procedure, see the discussion of the “Resignation and Majority Voting Policy” in the “Corporate Governance and Board of Directors” section of this proxy statement.

Ratification of Independent Registered Public Accounting Firm. A majority of the votes entitled to be cast at the meeting, in person or by proxy, must vote “For” the ratification of Deloitte & Touche LLP as the Company’s independent public accounting firm for the proposal to be adopted.

Approval of Named Executive Officer Compensation. This proposal gives you, as a shareholder, the opportunity to endorse, not endorse, or take no position on our compensation program for the NEOs. A majority of the votes entitled to be cast at the meeting, in person or by proxy, must vote “For” the proposal to approve NEO compensation for fiscal year 2019. While the Board intends to carefully consider the shareholder vote on this proposal, this vote is not binding on the Company and is advisory in nature.

What are the Board of Directors’ recommendations for voting on these proposals?

The Board recommends a vote:

FOR the election of the nine nominees for director;

FOR the ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2020; and

•	FOR approval of named executive officer compensation.

What are my options for voting on these proposals?

A shareholder is entitled to one vote per share of stock owned on the Record Date, on each item of business presented at the Annual Meeting, except each shareholder has cumulative voting rights for electing directors. Cumulative voting means a shareholder is entitled to as many votes in electing directors as is equal to the number of shares of common stock owned by the shareholder on the Record Date, multiplied by the number of directors to be elected. Accordingly, for the election of nine directors, a shareholder may either cast that total number of votes “For” or “Withhold” all of those votes from a single nominee. The shareholder may also distribute or withhold the total number of votes among the nine nominees as the shareholder determines, up to the number of shares of common stock owned by the shareholder on the Record Date, multiplied by nine. To utilize cumulative voting, a shareholder must check the appropriate box on the proxy card.

For the proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020, a shareholder may either vote “For” or “Against” the proposal or “Abstain” from voting.

For the non-binding advisory vote on executive compensation, commonly known as a “say on pay” vote, a shareholder may either vote “For” or “Against” the proposal or “Abstain” from voting.

Aside from these proposals, will any other business be acted upon at the meeting?

No. The Company’s By-laws required shareholders to submit to the Company, by November 29, 2019, notice of all director nominations and shareholder proposals to be considered at the 2019 Annual Meeting, regardless of whether shareholders sought inclusion of their nomination or proposal in this proxy statement or intended to solicit proxies on their own. Because the Company did not

2020 PROXY STATEMENT › 66

FREQUENTLY ASKED QUESTIONS

receive any such notice of nominations or proposals, no other director nominations, shareholder proposals or other matters will be considered at the 2020 Annual Meeting.

How may a shareholder present a proposal for next year’s Annual Meeting?

A shareholder wishing to present a proposal at the 2021 Annual Meeting must submit it to the Company’s Secretary pursuant to the requirements of Rule 14a-8 under the Exchange Act and the Company’s By-laws prescribe the procedures a shareholder must follow. To present a proposal for consideration at the 2021 Annual Meeting, whether or not the shareholder wishes to include the matter in the proxy statement for that meeting, a notice including all of the information required by the Company’s By-laws must be submitted in writing to the Company’s Secretary and delivered to, or mailed and received by, the Company no later than the close of business on December 1, 2020 regardless of delivery method.

How may a shareholder nominate a candidate to sit on the Board of Directors?

A shareholder may recommend nominees for consideration by the Board’s Nominating and Corporate Governance Committee for nomination for election to the Board. Shareholder recommendations for director nominees will receive the same consideration by the Nominating and Corporate Governance Committee that all other director nominee recommendations receive. If a shareholder wishes to recommend a nominee for director, the shareholder must submit such recommendation in writing, together with any supporting materials deemed appropriate, to the Company’s Secretary. Such recommendation must be made in accordance with the procedures described herein and in the Company’s By-laws. To nominate a candidate for director at the 2021 Annual Meeting, notice of the nomination must be in writing and delivered to, or mailed and received by, the Company no later than the close of business on December 1, 2020.

What must be included in the notice to submit a shareholder proposal or to nominate a director candidate?

Requirements for the notice are as follows:

A proposal submitted by a shareholder must include a description of the business desired to be brought before the meeting, the reasons for conducting the business at the meeting and any material interest the shareholder has in the business.

•	A nomination for election to the Board must include information regarding the nominee (name, address,

occupation, number of shares held and a representation by both shareholder and nominee that there are no undisclosed voting arrangements).

The notice must include:

the shareholder’s name and address, a description of the shares held, and a description of any arrangement or agreement with other shareholders or the nominee with respect to the nomination;

a representation that the shareholder will attend the 2021 Annual Meeting, in person or by proxy, and will submit the proposal or make the nomination;

a description of any hedging arrangements for Company stock into which the shareholder has entered; and

a statement whether the shareholder intends to solicit, or participate in the solicitation of, proxies for the proposal or nomination.

This is a general description of the notice required to submit a proposal or nomination for consideration at the 2021 Annual Meeting. The Company’s By-laws contain a complete description of the notice requirements for shareholder proposals. Copies of the Company’s By-laws may be obtained from the Company’s website at http://www.glatfelter.com/Files/about_us/

corporate_governance/GLT-By-Laws.pdf or at no charge from the Company’s Secretary. The proposal and notice must otherwise comply with the requirements of Rule 14a-8 under the Exchange Act.

How may a shareholder communicate with the Company’s Board or the non-management directors of the Company?

A shareholder may address written correspondence to the Board or any individual director (whether management or non-management), c/o Company Secretary, P. H. Glatfelter Company, 96 South George Street, Suite 500, York, PA 17401-1434. The Company’s Board has approved a process whereby the Secretary of the Company will receive, review and, as appropriate, forward any communications addressed to the Board or a director to the chair of the Committee responsible for the matter addressed in the communication. All communications regarding accounting, internal controls or auditing matters will be forwarded to the chair of the Audit Committee. Alternatively, the Board has established a method for interested parties to communicate directly with the entire Board or any non-management director by calling the Company’s toll-free Integrity Helpline at 800-346-1676.

2020 PROXY STATEMENT › 67

Additional I~~nformation~~Information

Annual Report on Form 10-K

Copies of the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2016,~~2019, as filed with the SEC, are being mailed to shareholders with this proxy statement. A shareholder may obtain a copy of the Annual Report, this proxy statement, and form of proxy, relating to this Annual Meeting and future meetings of shareholders,

without charge by writing to: Investor Relations, P. H. Glatfelter Company, 96 South George Street, Suite ~~520,~~500, York, PA 17401. The 10-K, proxy statement and Annual Report can also be obtained through our website, ~~www.glatfelter.com.~~www.glatfelter.com on the Investor Relations page.

Other Business

As of the date of this proxy statement, the Board knows of no business that will be presented for consideration at the Annual Meeting other than the items referred to above. If any other matter is properly brought before the Annual

Meeting for action by shareholders, the persons named in the accompanying proxy will have discretionary authority to vote proxies ~~with respect to~~for such matter in accordance with their best judgment.

“Householding”

The Company is permitted by SEC regulations to deliver a single Annual Report or proxy statement to any household at which two or more registered shareholders have the same last name and address, unless the Company has received instructions to the contrary from one or more of the shareholders. This is known as “householding” and is intended to save the cost of delivering multiple duplicate copies of the proxy materials to the same address. The Company will continue to include a separate proxy card for each registered shareholder account.

The Company will deliver promptly, upon written or oral request, a separate copy of the Annual Report or proxy

statement, as applicable, to a shareholder at a shared address to which a single copy of the documents was delivered. The shareholder should send a written request to Investor Relations, P. H. Glatfelter Company, 96 South George Street, Suite ~~520,~~500, York, PA 17401, or call us at (717) 225-2719, if the shareholder (1) wishes to receive a separate copy of an Annual Report or proxy statement for this Annual Meeting; (2) wishes to receive separate copies of those materials for future meetings; or (3) is sharing an address and wishes to request delivery of a single copy of Annual Reports or proxy statements if the shareholder is now receiving multiple copies of Annual Reports or proxy statements.

2020~~APPE~~ PROXY STATEMENT › ~~NDIX A~~68

SCAN TO VIEW MATERIALS & VOTE P. H. GLATFELTER ~~COMPANY~~

~~AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN~~

1.~~PURPOSE. This Amended and Restated Long-Term Incentive Plan (the “Plan”) has been established by P. H. Glatfelter Company (the “Company~~”)COMPANY96 SOUTH GEORGE STREET, SUITE 500 YORK, PA 17401-1434 Your vote matters - here's how to reward Eligible Individuals by means of appropriate incentives for achieving long-range Company goals; provide incentive compensation opportunities that are competitive with those of other similar companies; further match Eligible Individuals’ financial interests with those ofvote! VOTE BY INTERNET - www.proxyvote.com or scan the Company’s other shareholders through compensation that is based on the Company’s common stock, and thereby enhance the long-term financial interest of the Company and its Affiliates, including through the growth in the value of the Company’s equity and enhancement of long-term shareholder return; and facilitate recruitment and retention of outstanding personnel eligible to participate in the Plan.

This Plan was originally effective as of April 27, 2005, was amended effective as of January 1, 2008 to reflect the provisions of Section 409A of the Code, and was further amended and restated as approved by the Board of Directors on March 4, 2009 and March 5, 2013. The Plan was amended and restated effective as of May 9, 2013, which is the date that shareholders approved the restated Plan. The Plan was further amended and restated as approved by the Board of Directors on February 26, 2015 to modify the definition of Change in Control, which modified definition applies to Awards made on or after February 26, 2015. The Plan has been further amended and restated effective as of May 4, 2017, subject to shareholder approval of the restated Plan (the “~~2017 Plan Effective Date~~”). Except for the changes made to Section 14(b), the 2017 Plan restatement only applies to Awards granted on or after the 2017 Plan Effective Date. Except for the changes made to Section 14(b), Awards granted prior to the 2017 Plan Effective Date shall continue to be governed by the applicable Agreements and the terms of the Plan without giving effect to changes made pursuant to this 2017 Plan restatement, and the Committee shall administer such Awards in accordance with the Plan without giving effect to changes made pursuant to this 2017 plan restatement.

2.DEFINITIONS. The capitalized terms used in this Plan have the meanings set forth below. Except when otherwise indicated by the context, reference to the masculine gender shall include, when used, the feminine gender and any term used in the singular shall also include the plural.

“~~Affiliate~~” means: (i) any Subsidiary of the Company; (ii) any entity or Person or group of Persons that, directly or through one or more intermediaries, is controlled by the Company; and (iii) any entity or Person or group of Persons in which the Company has a significant equity interest, as determined by the Committee.

“~~Agreement” means any written agreement, contract or other instrument or document evidencing any Award granted under the Plan, which may, but need not, be executed or acknowledged by a Participant.~~

“~~Award” means any Option, SAR, award of Restricted Stock or Restricted Stock Units, Stock Award, Other Stock-Based Award, or Performance Award granted under the Plan.~~

“~~Board” or “Board of Directors” means the Board of Directors of the Company, as it may be constituted from time to time.~~

“~~Change in Control” means:~~

(i)The acquisition, directly or indirectly, other than from the Company, by any person, entity or “group” (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (excluding, for this purpose, the Company, its subsidiaries, any employee benefit plan of the Company or its subsidiaries, and, with respect to Awards made before February 26, 2015, any purchaser or group of purchasers who are descendants of, or entities controlled by descendants of, P. H. Glatfelter) (a “~~Third Party~~”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of the combined voting power of the Company’s then outstanding voting securities entitled to vote generally in the election of directors; or

~~(ii)Individuals who, as of the date hereof, constitute the Board (the “Incumbent Directors~~”) cease in any 12 month period for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the Incumbent Directors who are directors at the time of such vote shall be, for purposes of this Plan, an Incumbent Director, but excluding for this purpose, any such person whose initial election as a member of the Board occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Third Party other than the Board; or

(iii)Consummation of (a) a reorganization, merger or consolidation, in each case, with respect to which persons who were the shareholders of the Company immediately prior to such reorganization, merger or consolidation (other than the surviving entity) do not, immediately thereafter, beneficially own more than 50% of the combined voting power of the reorganized, merged or consolidated company’s then outstanding voting securities entitled to vote generally in the election of directors, or (b) a liquidation or dissolution of the Company or the sale of all or substantially all of the assets of the Company (whether such assets are held directly or indirectly) to a Third Party.

~~The Committee may conform the definition of Change in Control in an Agreement as required to comply with Section 409A of the Code.~~

~~“Code”~~ ~~means the Internal Revenue Code of 1986, as amended and in effect from time to time, or any successor statute.~~

“~~Committee~~” means the Compensation Committee of the Board, or any successor committee thereto, or the Board or such other committee of the Board as is appointed or designated by the Board to administer the Plan, as described in Section 3.

“~~Covered Person~~” means an Eligible Individual who is determined by the Committee to be a “covered employee” as defined in Section 162(m) of the Code for the tax year of the Company with regard to which a deduction in respect of such person’s Award would be allowed.

“~~Disability~~” means (i) if the Participant is insured under a long-term disability insurance policy or plan which is paid for by the Company, the Participant is totally disabled under the terms of that policy or plan; or (ii) if no such policy or plan exists, the Participant will be considered to be totally disabled as determined by the Committee; provided in each case that the Participant is disabled within the meaning of Section 409A(a)(2)(C) of the Code.

“~~Eligible Individual” means any full-time or part-time employee, officer, non-employee director or consultant of the Company or an Affiliate. Eligible Individual will also include any individual or~~

individuals to whom an offer of employment or service has been extended. In no event shall any person whom the Company determines, in its sole discretion, is not a common law employee be considered an “employee” for purposes of the Plan, whether or not any such person is later determined to have been a common law employee of the Company and without regard to classification by the Internal Revenue Service of such person.

“~~Exchange Act” means the Securities Exchange Act of 1934, as amended.~~

“~~Fair Market Value” means, as of any date and unless otherwise determined by the Committee, the value of the Shares determined as follows:~~

~~(i)~~If the Shares are listed on any established stock exchange, system or market, its Fair Market Value shall be the closing price for the Shares as quoted on such exchange, system or market as reported in the Wall Street Journal or such other source as the Committee deems reliable; and

~~(ii)~~In the absence of an established market for the Shares, the Fair Market Value thereof shall be determined in good faith by the Committee by the reasonable application of a reasonable valuation method, taking into account factors consistent with Treas. Reg. Section 409A-1(b)(5)(iv)(B) as the Committee deems appropriate.

“~~Incentive Stock Option” means an option granted under Section 6 that meets the requirements of Section 422 of the Code, or any successor provision thereto.~~

“~~Non-Qualified Stock Option” means an option granted under Section 6 that is not an Incentive Stock Option.~~

“~~Option” means an Incentive Stock Option or a Non-Qualified Stock Option.~~

“~~Other Stock-Based Award” means any right granted under Section 8.~~

“~~Participant” means any Eligible Individual to whom an Award has been made.~~

“~~Performance Award” means an Award to a Participant under Section 9, which Award may be denominated in cash or Shares.~~

“~~Person~~” means any individual, corporation, joint venture, association, partnership, limited liability company, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“~~Plan” means this Amended and Restated Long-Term Incentive Plan, as set forth herein and as amended from time to time.~~

“~~Reporting Person” means any Eligible Individual subject to Section 16 of the Securities Exchange Act of 1934, as amended.~~

“~~Restricted Stock” means a grant of Shares pursuant to Section 7.~~

“~~Restricted Stock Unit” or “RSU~~” means a contractual right underlying an Award granted under Section 7 that is denominated in Shares, which unit represents a right to receive a Share (or the value of a Share) upon the terms and conditions set forth in the Plan and the applicable Agreement.

“~~SAR~~” means a stock appreciation right, which is the right to receive a payment in cash or Shares equal to the amount of appreciation, if any, in the Fair Market Value of a Share from the date of grant of the right to the date of its payment, and which may be awarded to Eligible Individuals under Section 6.

“~~Separation from Service~~” means (i) with respect to an Eligible Individual who is an employee of the Company or an Affiliate, the termination of his employment with the Company and all Affiliates that constitutes a “separation from service” within the meaning of Treas. Reg. Section 1.409A-1(h)(1), (ii) with respect to an Eligible Individual who is a consultant of the Company or an Affiliate, the expiration of his contract or contracts under which services are performed that constitutes a “separation from service” within the meaning of Treas. Reg. Section 1.409A-1(h)(2), or (iii) with respect to an Eligible Individual who is a non-employee Director of the Company or an Affiliate, the date on which such non-employee Director ceases to be a member of the Board (or other applicable board of directors) for any reason.

“~~Share” means a share of Stock.~~

“~~Stock” means the common stock, par value $.01 per share (as such par value may be adjusted from time to time), of the Company.~~

“~~Stock Award” means an award of Shares pursuant to Section 8.~~

“~~Subsidiary~~” means any entity in which the Company owns or otherwise controls, directly or indirectly, stock or other ownership interests having the voting power to elect a majority of the board of directors, or other governing group having functions similar to a board of directors, as determined by the Committee. In the case of Incentive Stock Options, Subsidiary means any entity that qualifies as a “subsidiary corporation” of the Company under Section 424(f) of the Code.

“~~Substitute Award” means an Award granted in assumption of, or in substitution for, an outstanding award previously granted by a Person acquired by the Company or with which the Company combines.~~

“~~Successor~~” with respect to a Participant means the legal representative of an incompetent Participant and, if the Participant is deceased, the legal representative of the estate of the Participant or the person or persons who may, by bequest or inheritance, or under the terms of an Award or of forms submitted by the Participant to the Committee, acquire the right to receive cash and/or Shares issuable in satisfaction of an Award after the Participant’s death.

3.ADMINISTRATION. The authority to control and manage the operation and administration of the Plan is vested in the Committee; provided, however, that all acts and authority of the Committee pursuant to this Plan are subject to the provisions of the Committee’s Charter, as amended from time to time, and such other authority as may be delegated to the Committee by the Board.

~~(a)~~The Committee shall be comprised, unless otherwise determined by the Board, solely of not less than two members who shall be (i) “non-employee directors” within the meaning of Rule 16b-3(b)(3) (or any successor rule) promulgated under the Exchange Act, (ii) “outside directors” within the meaning of the regulations under Section 162(m) of the Code, and (iii) “independent directors,” as determined in accordance with the independence standards established by the stock exchange on which the Stock is at the time primarily traded. Awards to non-employee directors shall be administered and interpreted by the Committee consistent with a Board-approved compensation program.

~~(b)The Committee has the exclusive power to make Awards, to determine when and to which Eligible Individuals Awards will be granted, the types of Awards and the number of Shares~~

covered by the Awards, to establish the terms, conditions, performance criteria, restrictions, and other provisions of such Awards and, subject to the terms of the Plan and applicable law, to cancel, suspend or amend existing Awards. In making such Award determinations, the Committee may take into account the nature of services rendered by the Eligible Individual, the Eligible Individual’s present and potential contribution to the Company’s success and such other factors as the Committee deems relevant.

~~(c)~~Subject to the provisions of the Plan, the Committee will have the authority and discretion to determine the extent to which Awards under the Plan will be structured to conform to the requirements applicable to performance-based compensation as described in Section 162(m) of the Code, and to take such actions, establish such procedures, and impose such restrictions as necessary to conform to such requirements. Notwithstanding any provision of the Plan to the contrary, if an Award under this Plan is intended to qualify as performance-based compensation under Section 162(m) of the Code and the regulations issued thereunder and a provision of this Plan would prevent such Award from so qualifying, such provision shall be administered, interpreted and construed to carry out such intention (or disregarded to the extent such provision cannot be so administered, interpreted or construed).

~~(d)The Committee has the power to approve forms of Agreement for use under the Plan.~~

~~(e)~~The Committee has the authority and discretion to establish terms and conditions of Awards as the Committee determines to be necessary or appropriate to conform to applicable requirements or practices of jurisdictions outside of the United States.

~~(f)~~The Committee may, subject to Section 13(b), determine whether, to what extent and under what circumstances Awards may be settled, paid or exercised in cash, Shares or other Awards or other property, or canceled, forfeited or suspended.

~~(g)~~The Committee has the authority to interpret the Plan and any Award or Agreement made under the Plan, to establish, amend, waive and rescind any rules and regulations relating to the administration of the Plan, to determine the terms and provisions of any Agreements entered into hereunder (not inconsistent with the Plan), to amend the terms and provisions of any such Agreement (not inconsistent with the Plan) and to make all other determinations necessary or advisable for the administration of the Plan.

~~(h)~~The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any Award in the manner and to the extent it deems desirable. The determinations of the Committee in the administration of the Plan, as described herein will be final, binding and conclusive on all interested parties.

~~(i)~~All decisions and determinations of the Committee shall be final and binding on the Participant, his or her beneficiaries and any other person having or claiming an interest under an Award, and Participants shall be considered to have agreed to such terms by their acceptance of Awards.

~~(j)The Committee will maintain and keep adequate records concerning the Plan and concerning its proceedings and act in such form and detail as the Committee may decide.~~

~~(k)~~Except to the extent prohibited by applicable law or regulation, the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it; provided, however, the Committee shall not delegate any such authority with respect to any Awards made to a Reporting Person. The Committee may revoke any such allocation or delegation at any time.

~~(l)~~The Company and any Affiliate will, to the fullest extent permitted by law, furnish the Committee with such data and information as may be required for it to discharge its duties. The records of the Company and any Affiliate as to an Eligible Individual’s employment, or other provision of services, termination of employment, or cessation of the provision of services, leave of absence, reemployment and compensation will be conclusive on all persons unless determined to be incorrect. Participants and other persons entitled to benefit under the Plan must furnish the Committee such evidence, data or information as the Committee considers desirable to carry out the terms of the Plan.

~~(m)~~To the fullest extent permitted by law, each member and former member of the Committee and each person to whom the Committee delegates or has delegated authority under this Plan shall be entitled to indemnification by the Company against and from any loss, liability, judgment, damage, cost and reasonable expense incurred by such member, former member or other person by reason of any action taken, failure to act or determination made in good faith under or with respect to this Plan.

~~(n)~~Notwithstanding any provision of the Plan to the contrary, if any benefit provided under this Plan is subject to the provisions of Section 409A of the Code and the regulations issued thereunder, the provisions of the Plan shall be administered, interpreted and construed in a manner necessary to comply with Section 409A of the Code and the regulations issued thereunder (or disregarded to the extent such provision cannot be so administered, interpreted or construed.)

4.~~SHARES AVAILABLE FOR AWARDS; AWARD LIMITS.~~

~~(a)~~Subject to adjustment as provided in Sections 4(e) and 4(f) below, the maximum total number of Shares that may be delivered under the Plan with respect to Awards granted on or after the 2017 Plan Effective Date, is 2,244,260 Shares, which is calculated as follows: (i) 1,840,000 Shares, plus (ii) the number of Shares that remained available for Awards under the Plan as of February 28, 2017 (404,260 Shares). The number of Shares set forth in clause (ii)QR Barcode above will be reduced by the number of Shares subject to Awards granted under the Plan after February 28, 2017 and before the 2017 Plan Effective Date. The Share reserve represents an increase of 1,840,000 Shares under this 2017 Plan restatement. Within the Share reserve, the maximum number of Shares that may be issued under the Plan with respect to Incentive Stock Options granted on or after the 2017 Plan Effective Date is 2,244,260 Shares, subject to adjustment as described in Section 4(f) below.

~~(b)~~The maximum aggregate number of Shares with respect to which Options or SARs may be granted under the Plan to any individual employee during any calendar year shall be 500,000 Shares, subject to adjustment as described in Section 4(f) below. The maximum aggregate number of Shares with respect to which Restricted Stock, Restricted Stock Units, Stock Awards, Other Stock-Based Awards and Performance Awards may be granted under the Plan to any individual employee during any calendar year shall be 500,000 Shares, subject to adjustment as described in Section 4(f) below. The foregoing individual Share limits shall apply without regard to whether such Awards are to be paid in Shares or cash. If Performance Awards are denominated in cash, the maximum aggregate cash value that may be granted under the Plan to any individual employee during any calendar year shall be $3,500,000. For dividends and dividend equivalents that are intended to comply with the performance-based compensation exception under Section 162(m) of the Code, the maximum amount of cash dividends and dividend equivalents that any individual employee may accrue for any calendar year with respect to ~~Restricted Stock, Restricted Stock Units, Stock Awards, Other Stock-Based Awards and Performance Awards is $500,000~~.

~~(c)The maximum grant date value of Shares subject to Awards granted to any non-employee director during any calendar year, taken together with any cash fees payable to such non-~~

employee directors for services rendered during the calendar year, shall not exceed $500,000 in total value. For purposes of this limit, the value of such Awards shall be calculated based on the grant date fair value of such Awards for financial reporting purposes.

~~(d)~~Shares to be issued under the Plan may be made available from authorized but unissued Stock, Stock held by the Company in its treasury, or Stock purchased by the Company on the open market or otherwise. During the term of the Plan, the Company will at all times reserve and keep available the number of shares of Stock that are sufficient to satisfy the requirements of the Plan.

~~(e)~~If and to the extent Options or SARs granted under the Plan terminate, expire, or are canceled, forfeited, or surrendered without having been exercised, and if and to the extent that any award of Restricted Stock, Restricted Stock Units, Stock Awards, Other Stock-Based Awards, or Performance Awards are forfeited or terminated, or otherwise are not paid in full, the Shares reserved for such Awards shall again be available for purposes of the Plan. Shares surrendered in payment of the exercise price of an Option shall not be available for re-issuance under the Plan. Shares withheld or surrendered for payment of taxes with respect to any Award shall not be available for re-issuance under the Plan. If SARs are exercised and settled in Shares, the full number of Shares subject to the SARs shall be considered issued under the Plan, without regard to the number of Shares issued upon settlement of the SARs. To the extent that Awards are to be paid in cash, and not in Shares, such Awards shall not count against the Share limits in Section 4(a). This Section 4(e) shall apply only for purposes of determining the aggregate number of Shares that may be issued under the Plan, but shall not apply for purposes of determining the maximum number of Shares with respect to which Awards may be granted to any individual Participant under the Plan. For the avoidance of doubt, if Shares are repurchased by the Company on the open market with the proceeds of the exercise price of Options, such Shares may not again be made available for issuance under the Plan.

~~(f)~~In the event that the Committee determines that any dividend or other distribution (whether in the form of cash, Stock, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Stock or other securities of the Company, issuance of warrants or other rights to purchase Stock or other securities of the Company, or other similar corporate transaction or event constitutes an equity restructuring transaction, as that term is defined for applicable financial accounting purposes, or otherwise affects the Stock, then the Committee shall adjust the following in a manner that is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan: (i) the number and type of shares of Stock (or other securities or property) which thereafter may be made the subject of Awards, including the individual limits set forth in Section 4(b); provided, however, that with respect to such individual limits in Section 4(b), an adjustment will not be made unless such adjustment can be made in a manner that satisfies the requirement of Section 162(m) of the Code; (ii) the number and type of shares of Stock (or other securities or property) subject to outstanding Awards; (iii) the grant, purchase, or exercise price with respect to any Award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award, provided, however, that the number of Shares subject to any Award shall always be a whole number; and (iv) other value determinations and terms applicable to outstanding Awards, including performance goals, consistent with the terms of the Plan. The Committee’s adjustment shall be effective and binding for all purposes of this Plan; provided, that no adjustment shall be made which will cause an Incentive Stock Option to lose its status as such, and further provided that no such adjustment shall constitute (i) a modification of a stock right within the meaning of Treas. Reg. Section 1.409A-1(b)(5)(v)(B) so as to constitute the grant of a new stock right, (ii) an extension of a stock right, including the addition of any feature for the deferral of compensation within the meaning of Treas. Reg. Section 1.409A-1(b)(5)(v)(C), or (iii) an impermissible acceleration of a payment date or a subsequent deferral of a stock right subject to Section 409A of the Code within the meaning of Treas. Reg. Section 1.409A-

1(b)(5)(v)(E). Furthermore, with regard to the requirements under Sections 409A and 424 of the Code for adjustments of Options and SARs, no adjustment as the result of a change in capitalization shall cause the exercise price to be less than the Fair Market Value of such Shares (as adjusted to reflect the change in capitalization) on the date of grant for purposes of Section 409A of the Code or 424, and any adjustment as the result of the substitution of a new stock right or the assumption of an outstanding stock right pursuant to a corporate transaction shall satisfy the conditions described in Treas. Reg. Section 1.409A-1(b)(5)(v)(D).

~~(g)~~In connection with the acquisition of any business by the Company or its Affiliates, any outstanding equity grants with respect to stock of the acquired company may be assumed or replaced by Substitute Awards under the Plan upon such terms and conditions as the Committee deems appropriate, which may include terms different from those described herein. Such Substitute Awards shall not reduce the Plan’s available Shares as described above in Section 4(a), consistent with applicable stock exchange requirements, and shall not be limited by the individual limits in Section 4(b).

5.ELIGIBILITY. All Eligible Individuals are eligible to participate in this Plan and receive Awards hereunder. Holders of equity-based awards issued by a company acquired by the Company or with which the Company combines are eligible to receive Substitute Awards hereunder.

6.OPTIONS AND SARS. The Committee is hereby authorized to grant Options and SARs to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee determines and sets forth in the Agreement:

~~(a)~~The exercise price per Share under an Option or SAR will be determined by the Committee; provided, however, that, except in the case of Substitute Awards, such exercise price shall not be less than the Fair Market Value of a Share on the date of grant of such Option or SAR.

~~(b)~~The term of an Option or SAR shall not exceed ten years from the date of grant. The term of each Option and SAR will be fixed by the Committee and the effect thereon, if any, of the Separation from Service of the Participant will be determined by the Committee and set forth in the applicable Agreement. The Agreement will contain the terms of the Award, including, but not limited to: (i) the number of Shares that may be issued upon exercise of an Option or number of SARs subject to an Award; (ii) the exercise price of each Option or SAR; (iii) the term of the Option or SAR; (iv) such terms and conditions on the vesting and/or exercisability of an Option or SAR as may be determined by the Committee; (v) any restrictions on transfer of the Option or SAR and forfeiture provisions; and (vi) such further terms and conditions, in each case, not inconsistent with this Plan as may be determined from time to time by the Committee. In no event shall dividend rights or dividend equivalents accrue or be paid with respect to Shares subject to Options or SARs.

~~(c)~~Subject to the terms of the Plan and the related Agreement, any Option or SAR may be exercised at any time during the period commencing with either the date that Option or SAR is granted or the first date permitted under a vesting schedule established by the Committee and ending with the expiration date of the Option or SAR. Unless the Committee determines otherwise, if a vested Option or SAR would terminate at a time when trading in Stock is prohibited by law or by the Company’s insider trading policy, the vested Option or SAR may be exercised until the 30th day after expiration of such prohibition (but not beyond the end of the term of the Option or SAR). A Participant may exercise his Option or SAR for all or part of the number of Shares or rights which he is eligible to exercise under terms of the Option or SAR. The Participant may pay the exercise price for an Option in any of the following methods, as permitted by the Committee with respect to the Option: (i) in cash, (ii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board,

(iii) by “net exercise,” which is the surrender of Shares for which the Option is exercisable to the Company in exchange for a distribution of Shares equal to the amount by which the then Fair Market Value of the Shares subject to the exercised Option exceeds the applicable exercise price of the Option, or (iv) by such other method as the Committee may approve.

~~(d)The Agreement documenting an Option or SAR Award shall set forth the terms under which an Option or SAR Award may be exercised at or after Separation from Service.~~

~~(e)~~The terms of any Incentive Stock Option granted under the Plan shall comply in all respects with the provisions of Section 422 of the Code, or any successor provision thereto, and any regulations promulgated thereunder. No Incentive Stock Option shall be granted to any Eligible Individual who is not an employee of the Company or a Subsidiary. Options designated as Incentive Stock Options shall not be eligible for treatment under the Code as “incentive stock options” (and will be deemed to be Non-Qualified Stock Options) to the extent that either (i) the aggregate Fair Market Value of Shares (determined as of the date of grant) with respect to such Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any Subsidiary) exceeds $100,000.00, taking Options into account in the order in which they were granted or (ii) such Options otherwise remain exercisable but are not exercised within three (3) months of termination of employment (or such other period of time provided in Section 422 of the Code).

7.~~RESTRICTED STOCK AND RESTRICTED STOCK UNIT AWARDS. The Committee is hereby authorized to grant Awards of Restricted Stock and/or Restricted Stock Units to Eligible Individuals.~~

~~(a)~~The Awards granted under this Section 7 are subject to such restrictions as the Committee may impose (including, without limitation, any limitation on the right to vote Shares underlying Restricted Stock Awards or the right to receive any dividend, other right or property), which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise, as the Committee may deem appropriate. Such Awards will be evidenced by an Agreement containing the terms of the Awards, including, but not limited to: (i) the number of Shares of Restricted Stock or Restricted Stock Units subject to such Award; (ii) the purchase price, if any, of the Shares of Restricted Stock or Restricted Stock Units and the means of payment for the Shares of Restricted Stock or Restricted Stock Units; (iii) the performance criteria, if any, and level of achievement in relation to the criteria that shall determine the number of Shares of Restricted Stock or Restricted Stock Units granted, issued, retainable and/or vested; provided, however, that any such performance criteria shall be selected from the criteria set forth in Section 9(b) to the extent the Committee determines that the Award is intended to comply with Section 162(m) of the Code; (iv) such terms and conditions of the grant, issuance, vesting and/or forfeiture of the Restricted Stock or Restricted Stock Units as may be determined from time to time by the Committee; (v) restrictions on transferability of the Restricted Stock or Restricted Stock Units; and (vi) such further terms and conditions, in each case, not inconsistent with this Plan as may be determined from time to time by the Committee. Any dividend rights or dividend equivalents granted with respect to Shares of Restricted Stock or Restricted Stock Units shall vest and be paid only if and to the extent the underlying Shares of Restricted Stock or Restricted Stock Units vest and are paid, as determined by the Committee.

~~(b)~~The Agreement documenting a Restricted Stock Award or Restricted Stock Unit Award shall set forth the terms under which Restricted Stock or Restricted Stock Units may vest or become payable at or after Separation from Service.

~~(c)~~Any Award of Restricted Stock or Restricted Stock Units may be evidenced in such manner as the Committee may deem appropriate, including, without limitation, book-entry registration or issuance of a stock certificate or certificates. In the event any stock certificate is issued in respect of Shares underlying a Restricted Stock Award, such certificate will be registered in the name of the Participant and bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Shares.

~~(d)~~Unless the Agreement provides otherwise, Restricted Stock and Restricted Stock Unit Awards shall (subject to satisfaction of any purchase price requirement) be transferred or paid to the Participant as soon as practicable following the Award date or the termination of the vesting or other restrictions set forth in the Plan or the Agreement and the satisfaction of any and all other conditions of the Award applicable to such Restricted Stock or Restricted Stock Unit Award (the “~~Restriction End Date~~”), but in no event later than two and one-half (2½) months following the end of the calendar year that includes the later of the Award date or the Restriction End Date, as the case may be. Unless the Agreement provides otherwise, in the event a Participant terminates service with the Company due to a Disability, then the Participant’s vested Restricted Stock Units shall be paid to the Participant within thirty (30) days of the Participant’s qualification for long-term disability under the Company’s long-term disability plan or policy, or the Committee’s determination of Disability, as the case may be. Notwithstanding any of the foregoing, distributions of Stock under circumstances that constitute a “deferral of compensation” shall conform to the applicable requirements of Section 409A of the Code, including as set forth in Section 14(g) below.

8.~~STOCK AWARDS AND OTHER STOCK-BASED AWARDS.~~

~~(a)~~Stock Awards. The Committee is hereby authorized to grant Stock Awards to Eligible Individuals. Stock Awards may be issued by the Committee in addition to, or in tandem with, other Awards granted under this Plan, and may be issued in lieu of any cash compensation or fees for services to the Company as the Committee, in its discretion, determines or authorizes. Stock Awards shall be evidenced by an Agreement or in such other manner as the Committee may deem necessary or appropriate, including, without limitation, book-entry registration or issuance of a stock certificate or certificates. In the event any stock certificate is issued in respect of Shares underlying a Stock Award, such certificate will be registered in the name of the Participant. Dividends with respect to Stock Awards shall vest and be paid only if and to the extent the underlying Stock Awards vest and are paid, as determined by the Committee.

~~(b)~~Other Stock-Based Awards. The Committee is hereby authorized to grant to Participants such other Awards (including, without limitation, rights to dividends or dividend equivalents, as described in Section 10 below) that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Stock (including, without limitation, securities convertible into Stock) as are deemed by the Committee to be consistent with the purposes of the Plan. Subject to the terms of the Plan, the Committee will determine the terms and conditions of such Awards and set forth such terms and conditions in an Agreement related to such Award. Shares or other securities delivered pursuant to a purchase right granted under this Section 8(b) shall be purchased for such consideration, which may be paid by such method or methods and in such form or forms, including, without limitation, cash, Shares, other securities, other Awards or other property, or any combination thereof, as the Committee determines, the value of which consideration, as established by the Committee, shall, except in the case of Substitute Awards, not be less than the Fair Market Value of such Shares or other securities as of the date such purchase right is granted. Any dividend rights or dividend equivalents granted with respect to Other Stock-Based Awards shall vest and be paid only if and to the extent the underlying Other Stock-Based Awards vest and are paid, as determined by the Committee.

~~(c)~~Unless the Agreement provides otherwise, Stock Awards and Other Stock-Based Awards shall be transferred or paid to the Participant as soon as practicable following the satisfaction of any and all conditions of the Agreement, but in no event later than two and one-half (2½) months following the end of the calendar year in which the Award vests, subject to the applicable requirements of Section 409A of the Code, including as set forth in Section 14(g) below.

9.~~PERFORMANCE AWARDS.~~

~~(a)~~The Committee is hereby authorized to grant Performance Awards to Eligible Individuals. Performance Awards may be Restricted Stock, Restricted Stock Units, Stock Awards, Other Stock-Based Awards, or awards denominated in cash (including dividend equivalents). Unless otherwise determined by the Committee, such Awards will be evidenced by an Agreement containing the terms of such Awards, including, but not limited to, the performance criteria and such terms and conditions as may be determined from time to time by the Committee, in each case, not inconsistent with this Plan.

~~(b)~~For Performance Awards intended to be performance-based compensation under Section 162(m) of the Code, the Performance Awards shall be conditioned upon the achievement of pre-established goals relating to one or more of the following performance measures established within 90 days after the beginning of the performance period (and before 25% of the performance period has been completed), as determined in writing by the Committee and subject to such modifications as specified by the Committee: cash flow; cash flow from operations; earnings (including earnings before interest, taxes, depreciation, and amortization or some variation thereof, or earnings targets that are adjusted to eliminate specified earnings, such as earnings from non-core sources, gains from pension assets and timberland sales or unusual and non-recurring charges such as asset impairment charges or acquisition and integration related costs, capacity expansion costs, environmental compliance costs, and pension settlements); earnings per share, diluted or basic; earnings per share from continuing operations; net asset turnover; inventory turnover; capital expenditures; debt, net debt, debt reduction; working capital; return on investment; return on sales; net or gross sales; market share; economic value added; cost of capital; change in assets; expense reduction levels; productivity; delivery performance; safety record; stock price; return on equity; total shareholder return; return on capital; return on assets or net assets; revenue; income or net income; operating income or net operating income; operating profit or net operating profit; gross margin, operating margin or profit margin; and completion of acquisitions, divestitures, business expansion, product diversification and other non-financial operating and management performance objectives. Notwithstanding the foregoing, for Performance Awards intended to be performance-based compensation under Section 162(m) of the Code, the pre-established performance goals shall satisfy the requirements for performance-based compensation under Section 162(m) of the Code, including the requirement that the achievement of the goals be substantially uncertain at the time they are established and that the performance goals be established in such a way that a third party with knowledge of the relevant facts could determine whether and to what extent the performance goals have been met. Performance goals may be applied to either the Company as a whole or to a business unit or Subsidiary entity thereof, either individually, alternatively or in any combination, and measured over a period of time including any portion of a year, annually or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to previous years’ results or to a designated comparison group, in each case as specified by the Committee.

~~(c)~~To the extent consistent with Section 162(m) of the Code, the Committee may determine that certain adjustments apply, in whole or in part, in such manner as determined by the Committee, to exclude the effect of any events that occur during a performance period, including: the impairment of tangible or intangible assets; litigation or claim judgments or settlements; the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results; accruals for reorganization and restructuring programs, including reductions in force and early retirement

incentives; currency fluctuations; and any unusual, infrequent or non-recurring items described in management’s discussion and analysis of financial condition and results of operations or the financial statements and notes thereto appearing in the Company’s annual report to shareholders for the applicable year. For Awards intended to be performance-based compensation under Section 162(m) of the Code, the adjustment methodology shall be set at the time the pre-established goals relating to the Awards are established.

~~(d)~~For Awards intended to be performance-based compensation under Section 162(m) of the Code, performance goals relating to the performance measures set forth above shall be pre-established by the Committee, and achievement thereof certified in writing prior to payment of the Award, as required by Section 162(m) of the Code and regulations promulgated thereunder. In addition to establishing minimum performance goals below which no compensation shall be payable pursuant to a Performance Award, the Committee, in its discretion, may create a performance schedule under which an amount less than or more than the target award may be paid so long as the performance goals have been achieved.

~~(e)~~The Committee, in its sole discretion, may also establish such additional restrictions or conditions that must be satisfied as a condition precedent to the payment of all or a portion of any Performance Awards. Such additional restrictions or conditions need not be performance-based and may include, among other things, the receipt by a Participant of a specified annual performance rating, the continued employment by the Participant and/or the achievement of specified performance goals by the Company, business unit or Participant. Furthermore, and notwithstanding any provision of this Plan to the contrary, the Committee, in its sole discretion, may retain the discretion to reduce the amount of any Performance Award to a Participant if it concludes that such reduction is necessary or appropriate based upon: (i) an evaluation of such Participant’s performance; (ii) comparisons with compensation received by other similarly situated individuals working within the Company’s industry; (iii) the Company’s financial results and conditions; or (iv) such other factors or conditions that the Committee deems relevant. The Committee shall not use its discretionary authority to increase any award that is intended to be performance-based compensation under Section 162(m) of the Code.

~~(f)~~Performance Awards shall be transferred or paid to the Participant as determined by the Committee in the applicable Agreement, consistent with the requirements of Section 409A of the Code. The Committee may provide in the Agreement that Performance Awards may be payable, in whole or in part, in the event of the Participant’s death or Disability, a Change in Control or under other circumstances consistent with the Treasury regulations and rulings under Section 162(m) of the Code.

~~10.~~DIVIDEND EQUIVALENTS. The Committee may grant dividend equivalents in connection with Awards (other than Options or SARs) under such terms and conditions as the Committee deems appropriate. Dividend equivalents with respect to Awards shall vest and be paid only if and to the extent the underlying Awards vest and are paid, as determined by the Committee. Dividend equivalents may be paid to Participants currently or may be deferred, consistent with Section 409A of the Code, as determined by the Committee. Dividend equivalents may be accrued as a cash obligation, or may be converted to Restricted Stock Units for the Participant, as determined by the Committee. Unless otherwise specified in the Agreement, deferred dividend equivalents will not accrue interest. Dividend equivalents may be payable in cash or shares of Stock or in a combination of the two, as determined by the Committee in the Agreement.

~~11.~~DURATION. No Award may be granted under the Plan after the tenth anniversary of the 2017 Plan Effective Date. Unless otherwise expressly provided in the Plan or in an applicable Agreement, any Award theretofore granted may extend beyond such date, and the authority of the Committee to administer the Plan and to amend, alter, adjust, suspend, discontinue, or terminate any such

~~Award, or to waive any conditions or rights under any such Award, and the authority of the Board to amend the Plan, shall extend beyond such date.~~

~~12.CONSEQUENCES OF A CHANGE IN CONTROL~~

~~(a)~~Unless otherwise set forth in an Agreement, if a Change in Control occurs and Participants’ Awards remain outstanding after the Change in Control (or are assumed by, or converted to similar awards with equivalent value as of the date of the Change in Control of, the surviving corporation (or a parent or subsidiary of the surviving corporation)), and the Participant incurs an involuntary Separation from Service by the Company or its Affiliates or successors other than for cause (as defined in the Agreement) during a period specified by the Committee, (i) all outstanding Options and SARs shall automatically accelerate and become fully exercisable, (ii) any restrictions and conditions on outstanding Stock Awards and Restricted Stock shall immediately lapse, and (iii) Awards of Restricted Stock Units, Other Stock-Based Awards, or Performance Awards shall become payable. In that event, Awards that are based on performance goals shall vest and be payable as determined by the Committee in the Agreement.

~~(b)~~Unless otherwise set forth in an Agreement, if a Change in Control occurs and Participants’ Awards do not remain outstanding after the Change in Control (and are not assumed by, or converted to similar awards with equivalent value as of the date of the Change in Control of, the surviving corporation (or a parent or subsidiary of the surviving corporation)), (i) all outstanding Options and SARs shall immediately vest and become exercisable, (ii) any restrictions on Stock Awards and Restricted Stock shall immediately lapse, and (iii) Restricted Stock Units, Other Stock-Based Awards, or Performance Awards shall become payable as of the date of the Change in Control. In that event, Awards that are based on performance goals shall vest and be payable as determined by the Committee in the Agreement.

~~(c)~~Notwithstanding the foregoing, the Committee may establish such other terms and conditions relating to the effect of a Change in Control on Awards as the Committee deems appropriate. In addition to other actions, in the event of a Change in Control, the Committee may take any one or more of the following actions with respect to any or all outstanding Awards, without the consent of any Participant: (i) the Committee may determine that outstanding Awards shall be assumed by, or replaced with awards that have comparable terms by, the surviving corporation (or a parent or subsidiary of the surviving corporation); (ii) the Committee may determine that outstanding Options and SARs shall automatically accelerate and become fully exercisable, and the restrictions and conditions on outstanding Stock Awards and Restricted Stock shall immediately lapse; (iii) the Committee may determine that Participants shall receive a payment in settlement of outstanding Awards of Restricted Stock Units, Other Stock-Based Awards, or Performance Awards, in such amount and form as may be determined by the Committee; (iv) the Committee may require that Participants surrender their outstanding Options and SARs in exchange for a payment by the Company, in cash or Shares as determined by the Committee, in an amount equal to the amount, if any, by which the then Fair Market Value of the Shares subject to the Participant’s unexercised Options and SARs exceeds the exercise price, and (v) after giving Participants an opportunity to exercise all of their outstanding Options and SARs, the Committee may terminate any or all unexercised Options and SARs at such time as the Committee deems appropriate. Such surrender, termination or payment shall take place as of the date of the Change in Control or such other date as the Committee may specify. Without limiting the foregoing, if the per share Fair Market Value of the Shares does not exceed the per share exercise price, the Company shall not be required to make any payment to the Participant upon surrender of the Option or SAR. Any acceleration, surrender, termination, settlement or conversion shall take place as of the date of the Change in Control or such other date as the Committee may specify.

~~13.AMENDMENT, MODIFICATION AND TERMINATION.~~

~~(a)~~Except to the extent prohibited by applicable law and unless otherwise expressly provided in an Agreement or in the Plan, the Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided, however, that no such amendment, alteration, suspension, discontinuation or termination shall be made without: (i) shareholder approval if such approval is necessary to comply with any tax, legal or regulatory (including, for this purpose, the rules of any national securities exchange(s) on which the Stock is then listed) requirement for which or with which the Board deems it necessary or desirable to qualify or comply; or (ii) the consent of the affected Participant, if such action would adversely affect any material rights of such Participant under any outstanding Award. Notwithstanding the foregoing or any provision of the Plan to the contrary, the Committee may at any time (without the consent of the Participant) modify, amend or terminate any or all of the provisions of this Plan to the extent necessary: (i) to conform the provisions of the Plan with Section 409A of the Code regardless of whether such modification, amendment, or termination of the Plan shall adversely affect the rights of a Participant under the Plan; and (ii) to enable the Plan to achieve its stated purposes in any jurisdiction outside the United States in a tax-efficient manner and in compliance with local rules and regulations.

~~(b)~~The Committee may waive any conditions or rights under, amend any terms of, or amend, alter, suspend, discontinue or terminate, any Award theretofore granted, prospectively or retroactively, without the consent of any Participant or holder or beneficiary of an Award, subject to Section 13(f) below; provided, however, that no such action shall impair any material rights of a Participant or holder or beneficiary under any Award theretofore granted under the Plan. The Committee may, in its discretion, vest part or all of a Participant’s Award that would otherwise be forfeited, consistent with the requirements of Section 409A of the Code. Notwithstanding the foregoing, no waiver, amendment, alteration, suspension, discontinuation or termination of the Award by the Committee shall constitute (i) a modification of a stock right within the meaning of Treas. Reg. Section 1.409A-1(b)(5)(v)(B) so as to constitute the grant of a new stock right, (ii) an extension of a stock right, including the addition of any feature for the deferral of compensation, within the meaning of Treas. Reg. Section 1.409A-1(b)(5)(v)(C), or an impermissible acceleration of a payment date or a subsequent deferral of a stock right subject to Section 409A of the Code within the meaning of Treas. Reg. Section 1.409A-1(b)(5)(v)(E). Furthermore, in no event may the Committee exchange Awards previously granted for Awards of a different type, and in the event of an exchange of Options or SARs permitted by Section 13(f) below, the maximum term of the Options or SARs (~~e.g., ten year term) may not be extended pursuant to the exchange.~~

~~(c)~~With respect to Participants who reside or work outside the United States of America, the Committee may, in its sole discretion, amend, or otherwise modify, without Board or shareholder approval, the terms of the Plan or Awards with respect to such Participants in order to conform such terms with the provisions of local law; provided that such amendment or other modification shall not, without the approval of the shareholders of the Company, increase the total number of Shares reserved for purposes of the Plan, expand the class of Eligible Individuals who may receive Awards under the Plan, add a new type of Award to the Plan or make other changes that would require the approval of the shareholders of the Company under the rules of the national securities exchange(s) on which the Company’s Stock is then listed.

~~(d)~~The Committee is authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including, without limitation, an event affecting the Company, or the financial statements of the Company, or of changes in applicable laws, regulations or accounting principles), whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential

benefits intended to be made available under the Plan, subject, with respect to Awards intended to meet the requirements of Section 162(m) of the Code, to compliance with the provisions of Section 162(m), as applicable.

~~(e)~~In addition to the other provisions of this Section 13, in connection with an event described in Section 4(f) or such other events as determined by the Committee and set forth in an Agreement, and subject to 13(f) below, the Committee may, in its discretion: (i) cancel any or all outstanding Awards under the Plan in consideration for payment to the holder of each such cancelled Award of an amount equal to the portion of the consideration that would have been payable to such holder pursuant to such transaction if such Award had been fully vested and exercisable, and had been fully exercised, immediately prior to such transaction, less the exercise price, if any, that would have been payable therefore; or (ii) if the net amount referred to in clause (i) would be negative, cancel such Award for no consideration or payment of any kind. Payment of any amount payable pursuant to the preceding sentence may be made in cash and/or securities or other property in the Committee’s discretion. Such payment shall be transferred or paid to the Participant as determined by the Committee, consistent with the requirements of Section 409A of the Code.

~~(f)~~Except in connection with a corporate transaction involving the Company (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, or exchange of Shares), the Company may not, without shareholder approval, (i) amend the terms of outstanding Options or SARs to reduce the exercise price of such outstanding Options or SARs, (ii) cancel outstanding Options or SARs in exchange for Options or SARs with an exercise price that is less than the exercise price of the original Options or SARs, or (iii) cancel outstanding Options or SARs with an exercise price above the current stock price in exchange for cash or other securities.

~~(g)~~The Plan must be reapproved by the shareholders of the Company no later than the first shareholders meeting that occurs in the fifth year following the year in which the shareholders previously approved the Plan, if additional Awards (other than Options or SARs) are to be granted as performance-based compensation under Section 162(m) of the Code and if required by Section 162(m) of the Code or the regulations thereunder.

~~14.MISCELLANEOUS.~~

~~(a)~~Nothing in the Plan or in any Agreement confers upon any Eligible Individual who is a Participant the right to continue in the service or employment of the Company or any Affiliate or affects any right which the Company or any Affiliate may have to terminate or modify the employment or provision of service of the Participant with or without cause.

~~(b)~~The Company has the right to withhold from any payment of cash or Stock to a Participant or other person under the Plan an amount sufficient to cover any required withholding taxes, including the Participant’s social security and Medicare taxes (FICA) and federal, state, local income tax or such other applicable taxes (“~~Taxes~~”) with respect to the Award. The Company may require the payment of any Taxes before issuing any Stock pursuant to the Award. The Committee may, if it deems appropriate in the case of a Participant, provide for withholding of such Taxes through a reduction of the number of Shares delivered to such Participant, or allow the Participant to elect to cover all or any part of such withholding for Taxes, through a reduction of the number of Shares delivered to the Participant or a subsequent return to the Company of Shares held by the Participant, in each case valued in the same manner as used in computing the withholding taxes under the applicable laws.

~~(c)~~Awards received by a Participant under this Plan are not be deemed a part of a Participant’s regular, recurring compensation for purposes of any termination, indemnity or severance pay laws and shall not be included in, nor have any effect on, the determination of benefits under any other employee benefit plan, contract or similar arrangement provided by the Company or an Affiliate, unless expressly so provided by such other plan, contract or arrangement, or unless the Committee so determines. No provision of the Plan shall prevent the Company from adopting or continuing in effect other or additional compensation arrangements, including incentive arrangements providing for the issuance of options and stock, and awards that do not qualify under Section 162(m) of the Code, and such arrangements may be generally applicable or applicable only in specific cases.

~~(d)~~Except as the Committee may otherwise determine from time to time: (i) no Award and no right under any Award shall be assignable, alienable, saleable or transferable by a Participant otherwise than by will or by the laws of descent and distribution; provided, however, that, a Participant may, in the manner established by the Committee, designate a beneficiary or beneficiaries to exercise the rights of the Participant, and to receive any property distributable, with respect to any Award upon the death of the Participant; and provided, further, however, that in no event shall the Committee authorize any assignment, alienation, sale, or other transfer under this paragraph that would provide a Participant or beneficiary with the opportunity to receive consideration from a third party; (ii) each Award, and each right under any Award, shall be exercisable during the Participant’s lifetime only by the Participant or, if permissible under applicable law, by the Participant’s guardian or legal representative; and (iii) no Award and no right under any such Award, may be pledged, alienated, attached, or otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance thereof shall be void and unenforceable against the Company. The provisions of this paragraph shall not apply to any Award which has been fully exercised, earned or paid, as the case maybe, and shall not preclude forfeiture of an Award in accordance with the terms thereof.

~~(e)~~This Plan is unfunded and the Company is not required to segregate any assets that may at any time be represented by Awards under this Plan. Neither the Company, its Affiliates, the Committee, nor the Board shall be deemed to be a trustee of any amounts to be paid under this Plan nor shall anything contained in this Plan or any action taken pursuant to its provisions create or be construed to create a fiduciary relationship between the Company and/or its Affiliates, and a Participant or Successor. To the extent any person acquires a right to receive an Award under this Plan, such right shall be no greater than the right of an unsecured general creditor of the Company.

~~(f)~~Any liability of the Company to any Participant with respect to an Award shall be based solely upon contractual obligations created by this Plan and the applicable Agreement. Except as may be required by law, neither the Company nor any member or former member of the Board or of the Committee, nor any other person participating (including participation pursuant to a delegation of authority under Section 3(k) hereof) in any determination of any question under this Plan, or in the interpretation, administration or application of this Plan, shall have any liability to any party for any action taken, or not taken, under this Plan.

~~(g)~~This Plan is intended to comply with the requirements of Section 409A of the Code, to the extent applicable. All Awards shall be construed and administered such that the Award either (i) qualifies for an exemption from the requirements of Section 409A of the Code or (ii) satisfies the requirements of Section 409A of the Code. If an Award is subject to Section 409A of the Code, unless the Agreement specifically provides otherwise: (i) distributions shall only be made in a manner and upon an event permitted under Section 409A of the Code, (ii) payments to be made upon a termination of employment shall only be made upon a “separation from service” under Section 409A of the Code, (iii) payments to be made upon a Change in Control shall only be made upon a “change of control event” under Section 409A of the Code, (iv) each payment shall be treated as a separate payment

for purposes of Section 409A of the Code, and (v) in no event shall a Participant, directly or indirectly, designate the calendar year in which a distribution is made except in accordance with Section 409A of the Code. Any Award granted under this Plan that is subject to Section 409A of the Code and that is to be distributed to a “specified employee” (as defined below) upon Separation from Service shall be administered so that any distribution with respect to such Award shall be postponed for six months following the date of the Participant’s Separation from Service, if required by Section 409A of the Code. If a distribution is delayed pursuant to Section 409A of the Code, the distribution shall be paid within 30 days after the end of the six-month period. If the Participant dies during such six-month period, any postponed amounts shall be paid within 90 days of the Participant’s death. The determination of specified employees, including the number and identity of persons considered specified employees and the identification date, shall be made by the Committee or its delegate each year in accordance with Section 416(i) of the Code and the specified employee requirements of Section 409A of the Code.

~~(h)~~No certificate for Shares distributable pursuant to this Plan will be issued and delivered unless the issuance of such certificate complies with all applicable legal requirements including, without limitation, compliance with the provisions of Section 409A of the Code, applicable state securities laws, the Securities Act of 1933, as amended and in effect from time to time or any successor statute, the Exchange Act and the requirements of the national securities exchange(s) on which the Company’s Stock may, at such time, be listed.

~~(i)~~All Awards made under this Plan shall be subject to any applicable clawback or recoupment policies, insider trading policies, policies prohibiting pledging or hedging of Shares, and other policies that may be implemented by the Board from time to time.

~~(j)~~In the event that any provision of this Plan is held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions of this Plan, and this Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

~~(k)~~No fractional Shares shall be issued or delivered pursuant to this Plan or any Agreement, and the Committee shall determine whether cash, other securities, or other property shall be paid or transferred in lieu of any fractional Shares, or whether such fractional Shares or any rights thereto shall be canceled, terminated, or otherwise eliminated.

~~(l)~~To the extent that federal laws do not otherwise control, this Plan and all determinations made and actions taken pursuant to this Plan shall be governed by the laws of the Commonwealth of Pennsylvania, without giving effect to its conflict of law provisions.

Pursuant to authority granted to Eileen L. Beck, Vice President of Human Resources, in resolutions of the Board of Directors dated February 23, 2017, the foregoing Amended and Restated Long-Term Incentive Plan is adopted by the Board on the 23rd day of February, 2017, to be effective as of the date this amended and restated Long-Term Incentive Plan is approved by the Company’s shareholders, which is expected to occur on May 4, 2017.


~~P. H. GLATFELTER COMPANY~~
~~By:~~		~~/s/ Eileen L. Beck~~
		~~Vice President of Human Resources~~

P. H. GLATFELTER COMPANY Admission Ticket IMPORTANT ANNUAL MEETING INFORMATION Electronic Voting Instructions Available 24 hours a day, 7 days a week! Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy. VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Proxies submitted byUse the Internet ~~or telephone must be received~~to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m., Eastern Time on May ~~3, 2017.~~6, 2020 for shares held directly and by 11:59 p.m. Eastern Time on May 4, 2020 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by ~~Internet Go~~11:59 p.m. Eastern Time on May 6, 2020 for shares held directly and by 11:59 p.m. Eastern Time on May 4, 2020 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to ~~www.investorvote.com/glt Or scan~~Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. D03966-Z76761 For All Withhold All For All Except To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the ~~QR code with your smartphone Follow~~number(s) of the ~~steps outlined~~nominee(s) on the secure website Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. Vote by telephone Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone Follow the instructions provided by the recorded message Annual Meeting Proxy Card IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.A Proposals —line below. P. H. GLATFELTER COMPANY The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposals 2 3 and ~~4, and to hold an advisory vote on executive compensation every year.~~3. ! ! ! 1. Election of Directors: Nominees: 01) Bruce Brown 02) Kathleen A. Dahlberg 03) Nicholas DeBenedictis 04) Kevin M. Fogarty 05) Marie T. Gallagher 06) J. Robert Hall 07) Ronald J. Naples 08) Dante C. Parrini 09) Lee C. Stewart CUMULATIVE VOTING: Director Nominees Number of Votes Mark here to vote FOR all nominees Mark here to WITHHOLD vote from all nominees For All EXCEPT - To withhold a vote for one or more nominees, mark the box to the left and the corresponding numbered box(es) to the right. 01 - Bruce Brown 02 - Kathleen A. Dahlberg 03 - Nicholas DeBenedictis 04 - Kevin M. Fogarty 0506 - J. Robert Hall ~~06 - Richard C. Ill~~Votes FOR 07 - Ronald J. Naples Votes FOR 08 - Dante C. Parrini Votes FOR 09 - Lee C. Stewart Votes FOR Total Votes Cast Director Nominees Number of Votes 01 - Bruce Brown Votes FOR 02 - Kathleen A. Dahlberg Votes FOR 03 - Nicholas DeBenedictis Votes FOR 04 - Kevin M. Fogarty Votes FOR 05 - ~~J. Robert Hall~~Marie T. Gallagher Votes FOR ~~06 - Richard C. Ill Votes FOR 07 - Ronald J. Naples Votes FOR 08 - Dante C. Parrini Votes FOR 09 - Lee C. Stewart Votes FOR Total Votes Cast~~Abstain For Against Abstain CUMULATIVE VOTING: If you desire to allocate your votes to individual nominees on a cumulative basis, as explained in the Proxy Statement, mark the CUMULATIVE VOTING box and indicate the number of votes that you would like to cast FOR each nominee. The total of the votes you cast on this proxy may not exceed the number of shares you own times 9. NOTE: If you wish to use cumulative voting, you MUST vote your proxy by mail.! ! ! 2. Proposal to ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the Company for the fiscal ~~year ending~~yearending December 31, ~~2017.~~2020. ! ! ! 3. ~~Proposal to approve the Company’s Amended and Restated Long-Term Incentive Plan. 4.~~ Advisory approval of the Company’s named executive officer compensation for the fiscal year ended December 31, 2019. NOTE: If you wish to use cumulative voting, you MUST vote your proxy by mail. ! To cumulate votes as to a particular nominee as explained in the Proxy Statement, check box to the right then indicate the name(s) and ~~pay practices.5. Advisory~~the number of votes to be given to such nominee(s) above. Please do not check box unless you want to exercise cumulative voting. Yes No ! ! Do you plan to attend the Glatfelter Annual Shareholder Meeting in person? In voting by mail, this section must be completed for your vote on the frequency of holding advisory votes on executive compensation and pay practices.every year every 2 years every 3 years Abstain IF VOTING BY MAIL, YOU MUST COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARD. 02JBFE 1 U P Xto be counted. Please sign exactly as name(s) appear(s) hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.

~~2017~~

2020 Annual Meeting Admission Ticket Thursday, May ~~4, 2017~~7, 2020 at 9:8:00 a.m. ~~York County History Center, Historical Society Museum 250 E. Market~~The Kimpton Tryon Park Hotel 303 South Church Street, ~~York, PA 17403~~Charlotte, NC 28202 Upon arrival, please present this admission ticket and photo identification ~~and any other required documents. Driving Instructions~~at the registration desk. Directions to The Kimpton Tryon Park Hotel: From Charlotte Douglas International Airport: Take Josh Birmingham Parkway to US 74; Continue on US 74 East to South Mint Street; Turn Left on South Mint Street past Bank of America Stadium; Follow South Mint Street to West 3rd Street; Turn right into the ~~York County History Center, Historical Society Museum, 250 E. Market Street, York, PA 17403:~~hotel entrance. From ~~the South:~~I-77 heading north: Take ~~I-83~~I-77 North to Exit ~~15 (S. George~~9 (I-277 North / US I-77 East); Take Carson Boulevard exit to South Mint Street; Turn Left on South Mint Street ~~- Business 83).~~past Bank of America Stadium; Follow ~~George St.~~South Mint Street to West 3rd Street; Turn right into the ~~Center Square of York (Market & George St. intersection). Make~~hotel entrance. From I-77 heading south: Take I-77 South to Exit 11 and merge onto I-277 South / NC16 South heading toward North Church Street; Take Exit 3B, making a right turn onto North Church Street; Follow North Church Street less than one mile; The hotel will be on ~~Market St. and go 3 blocks~~the left-hand side. Important Notice Regarding the Availability of Proxy Materials for the 2020 Annual Meeting of Shareholders to 250 E. Market on your right. From the North: Take I-83 to Exit 22 (N. George Street). Follow George St. South to traffic light at Market St. Make a left on Market St. and go 3 blocks to 250 E. Market St. on your right. From the East: Take Route 30 West and make a left onto George Street (just past I-83) and follow directions from the North above. From the West: Take Route 462 (W. Market Street) from Route 30. Follow Market Street into town to 250 E. Market St. on your right. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2017 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 4, 2017.be Held May 7, 2020: P. H. Glatfelter Company’s Proxy Statement for the ~~2017~~2020 Annual Meeting of Shareholders and the Annual Report for the year ended December 31, ~~2016,~~2019, are available ~~via the Internet at:~~at www.glatfelter.com/about_us/investor_relations/sec_filings.aspx and ~~also at www.investorvote.com/glt q~~www.proxyvote.com. . . IF ~~YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION,~~VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. qD03967-Z76761 Proxy — P. H. GLATFELTER COMPANY ~~YORK, PENNSYLVANIA~~CHARLOTTE, NORTH CAROLINA PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY ~~4, 2017, 9:~~7, 2020, 8:00 A.M. The undersigned shareholder of P. H. Glatfelter Company hereby appoints ~~Richard C. Ill~~Bruce Brown and Ronald J. Naples and each of them, attorneys and proxies, with power of substitution in each of them, to vote and act for and on behalf of the undersigned at the annual meeting of shareholders of the Company to be held at the ~~York County History Center, Historical Society Museum, 250 E. Market St. York, PA 17403~~The Kimpton Tryon Park Hotel, 303 South Church Street, Charlotte, NC 28202 on Thursday, May ~~4, 2017,~~7, 2020, and at all adjournments thereof, according to the number of shares which the undersigned would be entitled to vote if then personally present, as indicated hereon and in their discretion, to the extent permitted by applicable law, rule or regulation, upon such other business as may come before the meeting and hereby ratifies and confirms all that said attorneys and proxies may do or cause to be done by virtue hereof. When properly executed, this proxy will be voted as directed herein. It is agreed that, if no direction is given or directed on the other side of this proxy card, said attorneys and proxies are appointed WITH authority to vote FOR the re-election of each of the directors listed and FOR proposals 2 3 and ~~4 and to hold an advisory vote on executive compensation annually.~~3. (PLEASE FILL IN, SIGN AND DATE ON THE OTHER SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE)~~B Non-Voting Items~~ (Continued and to be signed on reverse side) Change of Address — Please print new address below. Comments — Please print your comments below. C Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below In voting by mail this section must be completed for your vote to be counted. Please sign exactly as name(s) appear hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. IF VOTING BY MAIL, YOU MUST COMPLETE SECTIONS A - C ON BOTH SIDES OF THIS CARD.


☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

P. H. GLATFELTER COMPANY
(Name of Registrant as Specified In Its Charter)


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

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Time and Date:	Thursday, May 7, 2020, at 8:00 a.m. Eastern Time
Place:	The Kimpton Tryon Park Hotel 303 South Church Street Charlotte, NC 28202
Record Date:	March 17, 2020
Voting:	Shareholders of Glatfelter as of the Record Date are entitled to vote. Each share of Glatfelter common stock is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted upon at the Annual Meeting.


		Board Recommendation	Page
1	PROPOSAL 1 — Election of Directors		9
	The nine director nominees possess the necessary qualifications and range of experience and expertise to provide effective oversight and advice to Management.	FOR
2	PROPOSAL 2 — Ratification of Appointment of Deloitte & Touche LLP		13
	The Board, at the recommendation of the Audit Committee, approved the retention of Deloitte & Touche LLP as the Company’s independent auditor for fiscal year 2020. Shareholders are being asked to ratify the Audit Committee’s selection of the independent auditor.	FOR
3	PROPOSAL 3 — Advisory Approval of Named Executive Officer Compensation		14
	The Company’s executive compensation program is designed to create a direct linkage between shareholder interests and Management, with incentives specifically tailored to the achievement of financial, operational and stock performance goals.	FOR


Expanding our engineered materials business	•Driving innovation and growth by leveraging our scale and market-leading positions •Investing in organic growth and strategic acquisitions to expand capabilities and broaden our footprint
Driving continuous improvement and cost optimization initiatives	•Achieving consistent and sustainable operational excellence across the Company through robust continuous improvement •Managing our cost structure to increase margins
Maintaining a healthy balance sheet and financial flexibility	•Leveraging improved cash from increased profitability and lower capital intensity •Funding organic and inorganic growth opportunities •Applying disciplined capital spending

✓	Assess and design compensation programs to mitigate compensation-related risks.	-	~~a statement whether the shareholder intends to solicit,~~X	Pay dividend equivalents on unearned performance awards.
✓	Maintain stock ownership guidelines for executives.		X	Permit hedging transactions or ~~participate~~short sales.
✓	Use multiple performance metrics in the ~~solicitation~~short- and long-term incentive plans to avoid heavy reliance on one definition of ~~proxies for~~success.		X	Permit pledging or holding Company stock in a margin account.
✓	Maintain a clawback policy.		X	Provide excessive perquisites.
✓	Require double-trigger vesting of long-term incentives at change in control.		X	Provide uncapped incentive opportunities thereby avoiding unnecessary risk-taking by the ~~proposal or nomination.~~management.
✓	Maintain holding requirements on equity grants to comply with stock ownership guidelines
✓	Regularly engage with shareholders to gather input and feedback on compensation program design.
✓	Retain an independent compensation consultant who meets regularly in executive session with the Compensation Committee.

		(1)		Amount Previously Paid:


		(2)		Form, Schedule or Registration Statement No.:

		(3)		Filing Party:

~~TABLE OF CONTENTS~~
		~~Page~~
~~FREQUENTLY ASKED QUESTIONS (“FAQs”)~~		1
~~PROPOSAL 1: ELECTION OF DIRECTORS~~		7
~~PROPOSAL 2: RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP~~		12
~~PROPOSAL 3: APPROVAL OF AMENDED LONG-TERM INCENTIVE PLAN~~		13
~~PROPOSAL 4: ADVISORY VOTE – EXECUTIVE COMPENSATION (“SAY ON PAY”)~~		28
~~PROPOSAL 5: ADVISORY VOTE – FREQUENCY OF “SAY ON PAY” VOTE~~		29
~~OWNERSHIP OF COMPANY STOCK~~		29
~~Security Ownership of Certain Beneficial Owners and Management~~		30
~~Equity Compensation Plan Information~~		32
~~Section 16(a) Beneficial Ownership Reporting Compliance~~		32
~~CORPORATE GOVERNANCE AND BOARD OF DIRECTORS~~		33
~~Corporate Governance Principles~~		33
~~Board Composition and Leadership~~		33
~~Board Independence~~		34
~~Evaluation of Nominees for Board of Directors~~		34
~~Majority Voting Policy~~		35
~~Continuing Board Education~~		35
~~Board Meetings~~		36
~~Committees of the Board of Directors~~		36
~~Risk Oversight~~		37
~~Director Compensation~~		38
~~EXECUTIVE COMPENSATION~~		40
~~Compensation Discussion and Analysis~~		40
~~Report of the Compensation Committee~~		58
~~Summary Compensation Table~~		59
~~Grants of Plan-Based Awards~~		61
~~Outstanding Equity Awards~~		62
~~Option Exercises and Stock Vested~~		63
~~Pension Benefits~~		64
~~Potential Payments Upon Termination or Change-In-Control~~		66
~~Certain Relationships and Related Transactions~~		71
~~Report of the Audit Committee~~		73
~~Additional Information~~		74
~~Annual Report on Form 10-K~~		74
~~Other Business~~		74
~~“Householding~~”		74
~~APPENDIX A - AMENDED & RESTATED LONG-TERM INCENTIVE PLAN~~		~~A-1~~

~~Proposal~~PROXY SUMMARY	~~Vote Required~~	~~Broker Discretionary Voting Allowed?~~	~~Effect of Abstention~~	~~Effect of Broker Non-Votes~~1
1PROPOSAL 1: ELECTION OF DIRECTORS	~~Election of Directors for a One-Year Term~~	~~Majority of Votes Cast (as described below)~~	No	~~Not counted~~	~~Not counted~~9
2PROPOSAL 2: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	~~Ratification of Deloitte as Independent Registered Public Accounting Firm~~	~~Majority of Votes Entitled to be Cast~~	~~Yes~~	~~Vote Against~~	~~Not applicable, as this is a routine matter~~13
3PROPOSAL 3: ADVISORY APPROVAL OF NAMED EXECUTIVE OFFICER COMPENSATION (“SAY-ON-PAY” VOTE)	~~Approval of Amendments to Long-Term Incentive Plan~~	~~Majority of Votes Entitled to be Cast~~	No	~~Vote Against~~	~~Not counted~~14
4OWNERSHIP OF COMPANY STOCK	~~Advisory Vote on Executive Compensation~~	~~Majority of Votes Entitled to be Cast~~	No	~~Vote Against~~	~~Not counted~~15
5Security Ownership of Certain Beneficial Owners and Management	~~Frequency of Advisory Vote on Executive~~15
Equity Compensation Plan Information	~~Majority of Votes Entitled to be Cast~~17
Delinquent Section 16(a) Reports	No17
	~~Vote Against~~
CORPORATE GOVERNANCE AND BOARD OF DIRECTORS	~~Not counted~~18
Corporate Governance Principles	18
Board Composition and Leadership	18
Board Independence	19
Evaluation of Board Nominees	19
Resignation and Majority Voting Policy	20
Board Meetings	20
Committees of the Board of Directors	20
Continuing Board Education	22
Board Self-Assessment	22
Risk Oversight	22
Director Compensation	24
SUSTAINABILITY – OUR APPROACH TO ESG	25
Environmental Initiative	26
Social Initiative	27
Governance and Ethics Initiative	28

EXECUTIVE COMPENSATION	29
Compensation Discussion and Analysis	29
Report of the Compensation Committee	46
Summary Compensation Table	47
CEO Pay Ratio	49
Grants of Plan-Based Awards	50
Outstanding Equity Awards	51
Option Exercised and Stock Vested	52
Pension Benefits	53
Potential Payments Upon Termination or Change in Control	57

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	62
REPORT OF THE AUDIT COMMITTEE	63
FREQUENTLY ASKED QUESTIONS (“FAQs”)	64
ADDITIONAL INFORMATION	68
Annual Report on Form 10-K	68
Other Business	68
“Householding”	68


Integrity	We act ethically and responsibly in all of our business endeavors at all times.
Financial Discipline	We are responsible for the prudent management of the resources entrusted to us and for the generation of financial value for all constituents.
Mutual Respect	We treat each other with honesty and respect. We recognize that what we have and what we will achieve is through the efforts of our employees. We strive to provide them with rewarding challenges and opportunities for advancement.
Customer Focus	We are dedicated to understanding and anticipating the needs of our customers and helping them achieve their business objectives.
Environmental Responsibility	We empower employees to take personal responsibility for environmental issues that arise on the job. We strive to prevent pollution by using natural resources efficiently, reducing waste, encouraging recycling and reuse, and reducing adverse environmental impacts relating to our operations, all with the goal to foster environmental sustainability worldwide for the benefit of future generations.
Social Responsibility	We recognize our responsibility to contribute to the betterment of the communities in which we operate and the world in which we live.

What We Do			What We Don’t Do
✓	Maintain a pay mix that is heavily performance-based.		-	X	Provide for excise tax gross-ups in the event of a ~~representation that the shareholder will attend the 2018 Annual Meeting,~~change in ~~person or by proxy, and will submit the proposal or make the nomination;~~control, starting with newly eligible executives in 2011.

Name	Age	Director Since	Occupation		Other Public Boards	Committee Memberships
Name	Age	Director Since	Occupation		Other Public Boards	Audit	Comp	Fin	Nom & Gov
Bruce Brown*	58	2014		Retired Chief Technology Officer, Procter & Gamble	2
Kathleen A. Dahlberg*(L)	64	2001		CEO, G.G.I., Inc.	-
Nicholas DeBenedictis*	71	1995		Retired Chairman & CEO, Aqua America	3
Kevin M. Fogarty*	51	2012		President, CEO, Kraton Performance Polymers, Inc.	1
J. Robert Hall*	64	2002		CEO, Ole Smoky Distillery	-
Richard C. Ill*	73	2004		Retired Chairman & CEO, Triumph Group, Inc.	3
Ronald J. Naples*	71	2000		Chairman Emeritus, Quaker Chemical Corp.	1
Dante C. Parrini	52	2010		Chairman, CEO, P. H. Glatfelter Co.	1
Lee C. Stewart*	68	2002		Private Financial Consultant	1
* indicates director is independent C indicates Committee Chair (L) indicates Lead Director

				Other Public Boards	Committee Memberships
Name	Age	Director Since	Occupation	Other Public Boards	Audit	Comp	Nom & Gov
Bruce Brown*	61	2014	Retired Chief Technology Officer, Procter & Gamble	1	●		●
Kathleen A. Dahlberg*	67	2001	CEO, G.G.I., Inc	--	●	●
Nicholas DeBenedictis*	74	1995	Chairman Emeritus, Essential Utilities, Inc. (formerly Aqua America, Inc.)	3	●	●
Kevin M. Fogarty* (L)	54	2012	President, CEO, Kraton Corporation, Inc.	1			●
Marie T. Gallagher*	60	2020	SVP and Controller, PepsiCo, Inc.	--	●
J. Robert Hall*	67	2002	CEO, Ole Smoky Distillery	--		●	C
Ronald J. Naples*	74	2000	Chairman Emeritus, Quaker Chemical Corp.	1	C		●
Dante C. Parrini	55	2010	Chairman, CEO, P. H. Glatfelter Company	1
Lee C. Stewart*	71	2002	Private Financial Consultant	2	●	C


Director Since: 2014	Mr. Brown joined the Company’s Board in 2014. He retired in 2014 from his position as the Chief Technology Officer of Procter & Gamble, Inc. (“P&G”), a ~~publicly traded~~publicly-traded consumer goods company. With 34 years of experience at P&G, Mr. Brown’s responsibilities included leadership for P&G’s Innovation and Technology Program and Global Research & Development. Globally recognized as an innovation thought leader, Mr. Brown also serves on the Board of Directors for Nokia in ~~Finland; the Government of Singapore’s Agency for Science, Technology~~Finland.
Age at Annual Meeting: 61
Board Committees: Audit Nominating and ~~Research; and the Board of Directors for Medpace Holdings, Inc. in the United States.~~Corporate Governance


Specific qualifications and experience of particular relevance to the Company: Mr. Brown is a proven leader in innovation, global expansion and organizational leadership development and he has familiarity with a number of the Company’s products and materials. He brings over three decades of business-building experience to our Board and has ~~five~~eight years of experience as a director of a public ~~company.~~companies.


Kathleen A. Dahlberg


Director Since: 2001	Ms. Dahlberg joined the Company’s Board in 2001. Since 2006, she has been the Chief Executive Officer of G.G.I., Inc. (formerly known as 2Unify LLC), a private company specializing in strategic consulting for companies in various industries and sectors. She served as a director of Theragenics Corporation from May 2008 to November 2013. Ms. Dahlberg has held Vice President positions with BP Amoco, Viacom International, ~~McDonalds~~McDonald’s Corporation, Grand Metropolitan PLC and American Broadcasting.
Age at Annual Meeting: 67
Board Committees: Audit Compensation


Director Since: 1995	Mr. DeBenedictis joined the Company’s Board in 1995. He served as Chairman, Chief Executive Officer and President of Aqua America, Inc. (now known as Essential Utilities, Inc.), a ~~publicly traded~~publicly-traded water company, from May 1992 until July 2015, when he retired as CEO and remained as Chairman of the ~~Board.~~Board through 2017. In January 2018, he became Chairman Emeritus at Aqua America. He has also served as a director of Exelon Corporation since 2003 and ~~joined the Board~~ of Mistras Group, inInc. since October 2015. Prior to joining Aqua America, Mr. DeBenedictis was Senior Vice President of Corporate and Public Affairs for PECO Energy, a $4 billion nuclear utility, responsible for government relations, overseeing development of economic and environmental policies and implementation of the utility’s public policy positions. Mr. DeBenedictis was President of the Greater Philadelphia Chamber of Commerce from 1986 to 1989. He also served in two Pennsylvania government cabinet positions: Secretary of the Department of Environmental Resources and Director of the Office of Economic Development and has held senior-level positions with the U.S. Environmental Protection Agency.
Age at Annual Meeting: 74
Board Committees: Audit Compensation


Director Since: 2012 Independent Lead Director	Mr. Fogarty joined the Company’s Board in 2012. He has been the President and Chief Executive Officer of Kraton ~~Performance Polymers,~~Corporation, Inc., a leading global producer of styrenic block copolymers, specialty polymers and high-value performance products derived from pine wood pulping co-products, since 2008. Prior to being appointed President and Chief Executive Officer, Mr. Fogarty served as its Executive Vice President of Global Sales and Marketing from June 2005. He was named a director of Kraton in 2009, and a director of its principal operating subsidiary, Kraton Polymers LLC, in 2008. Prior to joining Kraton, Mr. Fogarty spent 14 years with the Koch Industries, Inc. family of companies, where he held a variety of roles, including President for Polymer and Resins at Invista and President of ~~KoSa's~~KoSa’s Polymer and Intermediaries business. Since 2017, Mr. Fogarty is a Board member of the American Chemistry Council.
Age at Annual Meeting: 54
Board Committees: Nominating and Corporate Governance


Specific qualifications and experience of particular relevance to the Company: Mr. Fogarty has significant experience with manufacturing, international operations, strategic partnerships, public-company accounting and financial reporting and new product development, as well as strategic planning, operations and risk management and corporate governance. He has more than ~~seven~~ten years of experience as a director of public companies.


Marie T. Gallagher
Director Since: 2020	Ms. Gallagher joined the Company’s Board in 2020. She has been the Senior Vice President and Controller of PepsiCo, Inc. (“PepsiCo”), a publicly-traded global food and beverage company, since 2011. Ms. Gallagher is responsible for PepsiCo’s global financial reporting and Sarbanes-Oxley processes and works closely with the Audit Committee of PepsiCo’s Board of Directors. Ms. Gallagher joined PepsiCo in 2005 as Vice President and Assistant Controller. Prior to joining PepsiCo, Ms. Gallagher was Assistant Controller of Altria Corporate Services, Inc., a consumer products company, and Senior Manager at Coopers & Lybrand LLP, an accounting firm now part of PricewaterhouseCoopers.
Age at Annual Meeting: 60
Board Committees: Audit
Specific qualifications and experience of particular relevance to the Company: Ms. Gallagher has significant experience in public-company accounting and financial reporting, consumer goods, strategic planning, M&A, manufacturing, investor relations, sustainability, executive compensation, information technology, innovation, international operations and corporate governance.

J. Robert Hall


Director Since: 2002	Mr. Hall joined the Company’s Board in 2002. He has been the Chief Executive Officer of Ole Smoky Distillery, athe largest craft distillery in ~~Tennessee,~~the United States, since July 2016. From January 2014 until ~~July~~June 2016, Mr. Hall served as a Managing Director of Centerview Capital, an ~~operationally oriented~~operationally-oriented private equity firm focused on the U.S. consumer middle market. Previously, he was the Chief Executive Officer of Ardale Enterprises LLC, a private company specializing in acquisition-related activities in the food, beverage and consumer products industry, and in this role was a Senior Advisor to Centerview Capital since 2009. Prior to forming Ardale, Mr. Hall spent over 20 years in the food and consumer goods industry, holding various positions with Nabisco, Kraft and ~~Nestle.~~Nestlé. While at Nabisco, he was President of ~~Nabisco's~~Nabisco’s Specialty Products Company in the United States and President of Christie Brown & Company, Ltd., the maker of Nabisco cookies and crackers in Canada. Mr. Hall has also been President of Lenox Brands, Chairman of Wise Foods and has served on the board of Ault Foods Ltd., a $1.3 billion dairy products company in Canada.
Age at Annual Meeting: 67
Board Committees: Nominating and Corporate Governance (Chair) Compensation


Director Since: 2010	Mr. Parrini joined the Company’s Board in 2010. He is currently the Chairman, President and Chief Executive Officer of P. H. Glatfelter Company. He has been President and Chief Executive Officer since January 2011 and Chairman of the Board since May 2011. Mr. Parrini previously served as Glatfelter’s Executive Vice President and Chief Operating Officer from 2005 until 2010. From 2003 to 2005, he was Senior Vice President and General Manager of the Company. Mr. Parrini joined Glatfelter in 1997 and, prior to 2003, held various executive positions responsible for the ~~Company's~~Company’s operations, sales and marketing. He has served on the board of H. B. Fuller Company since 2012.
Age at Annual Meeting: 55
Board Committees:


Director Since: 2002	Mr. Stewart joined the Company’s Board in 2002. He is a private financial consultant with over 25 years of experience as an investment banker. He was a Vice President at Union Carbide Corporation from 1996 to 2001, responsible for various treasury and finance functions, and from 2001 to 2002 was ~~CFO~~Chief Financial Officer of Foamex International, Inc. Mr. Stewart ~~was~~served as a director of the following companies: AEP Industries, Inc. from 1996 until it was sold in 2017; ITC Holdings Corp., a New York Stock Exchange-listed electricity transmission company, from 2005 through 2016 when ITC was acquired by Fortis. Mr. Stewart also served as a director of AEP Industries, Inc., a NASDAQ-listed chemical company from 1996 to 2017. On January 20, 2017 AEP was sold to Berry Plastics and Mr. Stewart resigned along with the other AEP board members. Mr. Stewart served as a director ofFortis; Marsulex, Inc., a chemical company listed on the Toronto Stock Exchange, from 2000 until its sale in ~~2011, and~~2011; Momentive Performance Materials Inc., a specialty chemical company in silicone and advanced materials, from May 2013 through its successful emergence from bankruptcy in October ~~2014.~~2014; and Hexion, Inc. where he served from 2018 through its bankruptcy proceedings until its successful emergence in 2019. Mr. Stewart has over 20 years of serving as a director on public company boards. Currently, Mr. Stewart serves on the boards of Mood Media, Inc. and Essential Utilities, Inc. (previously known as Aqua America, Inc.).
Age at Annual Meeting: 71
Board Committees: Compensation (Chair) Audit

	2018		2019
Audit Fees ⁽¹⁾	$	3,030,181	$	2,444,969
Audit Related Fees ⁽²⁾		564,470		57,318
Tax Fees ⁽³⁾		463,209		242,905
Total Fees	$	4,057,860	$	2,745,192

Name of Beneficial Owner	Shares Beneficially Owned ⁽¹⁾	% of Class
BlackRock, Inc. ⁽²⁾	6,818,736	15.39%
The Vanguard Group, Inc. ⁽³⁾	4,536,420	10.24%
Dimensional Fund Advisors LP ⁽⁴⁾	3,695,886	8.34%
Franklin Mutual Advisers, LLC ⁽⁵⁾	2,755,870	6.22%
Silvercrest Asset Management Group LLC; Silvercrest L.P.; Silvercrest Asset Management Group Inc. ⁽⁶⁾	2,583,274	5.83%

Name of Beneficial Owner	Position	Total Number of Shares Beneficially Owned ⁽⁷⁾	% of Class
Dante C. Parrini	Chairman of the Board & Chief Executive Officer	339,943	*
Nicholas DeBenedictis	Director	97,218	*
Kathleen A. Dahlberg	Director	74,566	*
Ronald J. Naples	Director	72,532	*
J. Robert Hall	Director	71,316	*
Lee C. Stewart	Director	69,566	*
David C. Elder	Vice President, Finance & Chief Accounting Officer	44,317	*
Kevin M. Fogarty	Director	41,868	*
Bruce Brown	Director	31,712	*
Christopher W. Astley	Senior Vice President & Chief Commercial Officer	26,139	*
Samuel L. Hillard	Senior Vice President & Chief Financial Officer	15,060	*
Joseph J. Zakutney	Vice President, Global Business Services and CIO	12,788	*
Marie T. Gallagher	Director	—	*
Martin Rapp	Former Senior V.P. & Business Unit President, Composite Fibers	8,577	*
John P. Jacunski	Former Executive V. P. & Chief Financial Officer	1,988	*
All directors and executive officers as a group (19 individuals)		921,349	2.08%