SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No.     )

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

Check the appropriate box:

CLEARWATER PAPER CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Clearwater Paper Corporation 2021

CLEARWATER PAPER CORPORATION

ANNUAL MEETING OF STOCKHOLDERS

May 14, 201817, 2021

NOTICE OF ANNUAL MEETING

AND

PROXY STATEMENT

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Dear Clearwater Paper stockholders and stakeholders:

As the COVID pandemic spread across our country, we at Clearwater Paper focused on two key priorities: keeping our people healthy and safe, and meeting the significant increase in demand for our essential products that were rapidly becoming in short supply. We managed to do both. I could not be prouder of our team of over 3,300 people across the country who made this happen – through their vigilance, commitment, and hard work. We took several steps to protect, support and thank our people during this time, including enhanced benefits, product distributions, and a discretionary bonus for more than 2,800 of our people.  

While focusing on our people and customers, we delivered solid operational and financial results. We strengthened our balance sheet by reducing net debt by $200 million, re-financing our 2023 notes, and improving liquidity. You can read more about our 2020 accomplishments in the Business Highlights section.

2020 was certainly a challenging year, but we believe that we are well-positioned to benefit from key trends in the long run:

We seek your voting support for the items described in this proxy statement and encourage you to participate in our annual meeting. I am truly honored and humbled to lead such a strong team and am grateful for your investment and trust in all of us.

Sincerely,

Arsen Kitch

Chief Executive Officer

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

We are holding this meeting to:

Financial and other information concerning Clearwater Paper is contained in our Annual Report to Stockholders for the fiscal year ended December 31, 2017.2020. This proxy statement and our 20172020 Annual Report to Stockholders are available on our website at www.clearwaterpaper.com by selecting “Investor Relations” and then “Financial Information & SEC Filings.” Additionally, and in accordance with SEC rules, you may access our proxy materials at www.proxyvote.com which does not have “cookies” that identify visitors to the site.

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1. PROXY SUMMARY AND BUSINESS HIGHLIGHTS

This summary highlights important information you will find elsewhere in this Proxy Statement. It is only a summary and you should review the entire Proxy Statement before you vote.

Meeting Information

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Board Composition and Diversity

Average tenure 5.2 years

             

Director Nominees

This table provides a summary of some of the information regarding our two Director Nominees.three director nominees.  For more information regarding these nominees and our other Directorsdirectors see the “Board of Directors” section later in this Proxy Statement.

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Business highlights and sustainability

Corporate Governance Highlights

Independence

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Board Practices

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2020 Business Highlights

We are a premier private brand tissue manufacturer and producer of high-quality paperboard products. Our products can provide more sustainable alternatives to products made from non-renewable resources.

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Sustainability and Human Capital Management

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2. CORPORATE GOVERNANCE AND BOARD OF DIRECTORS

CORPORATE GOVERNANCE

Corporate Governance Guidelines; Code of Business Conduct and Ethics

We have established a corporate governance program to help guide our company and our employees, officers and directors in carrying out their responsibilities and duties as well as to set standards for their professional conduct. Our Board has adopted Corporate Governance Guidelines, or Governance Guidelines, which provide standards and practices of corporate governance that we have designed to help contribute to our success and to assure public confidence in our company. Our Governance Guidelines may be found on our website at www.clearwaterpaper.com under “Investors,” then “Governance.” In addition, all standing committees of the Board operate under charters that describe the responsibilities and practices of each committee.

We have adopted a Code of Business Conduct and Ethics, or Ethics Code, which provides ethical standards and corporate policies that apply to all our directors, officers and employees. Our Ethics Code requires, among other things, that our directors, officers and employees act with integrity and the highest ethical standards, comply with laws and other legal requirements, engage in fair competition, avoid conflicts of interest, and otherwise act in our best interests. We have also adopted a Code of Ethics for Senior Officers that applies to senior management and provides for accurate, full, fair and timely financial reporting and the reporting of information related to significant deficiencies in internal controls, fraud and legal compliance.

We have established procedures for confidentially and anonymously reporting concerns and potential violations regarding accounting, internal controls and auditing matters, as well as concerns regarding, or potential violations of, our ethics codes and other matters.

Director Independence

The role of our Board is to oversee and provide policy guidance on our business and affairs. The Board believes that it will best serve our stockholders if the majority of its members are independent. As of April 6, 2021, our Board had eight members, seven of whom are outside (non-employee) directors. The Independent Executive Chair of our Board, Alexander Toeldte, is an outside director. With the exception of Linda K. Massman, who served as our President and Chief Executive Officer until April 1, 2020, and Arsen S. Kitch who began serving as President and Chief Executive Officer on April 1, 2020, the Board has determined that none of our directors or their immediate family members have a material relationship with the company (either directly or as a partner, stockholder or officer of an organization that has a relationship with us), and none of our directors or their immediate family members are employees of our independent registered public accounting firm, KPMG LLP. All our outside directors are independent within the meaning of the New York Stock Exchange, or NYSE, listing standards and our Director Independence Policy.

Our Board meets regularly in executive session without members of management present and as the Board or its individual members deem necessary. Mr. Toeldte, as the Independent Executive Chair, presides over these sessions. Each standing committee of the Board also meets in executive session regularly and as the committee or its individual members deem necessary. Our directors are also invited to attend the meetings of committees of which they are not members, and regularly do so.

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Board Meetings

Our Board and its committees met a total of 28 times in 2020. All directors serving in 2020 attended all Board meetings and all Board committees meetings for which they were a committee member during 2020. The Board does not have a policy requiring director attendance at annual meetings of our stockholders. However, all our directors attended our 2020 annual stockholders meeting by webcast and we anticipate that all will attend our 2021 annual stockholders meeting by webcast as well.

Communications with Directors

Stockholders and interested parties may contact our directors to provide comments, to report concerns, or to ask a question, by mail at the following address:

Corporate Secretary

Clearwater Paper Corporation

601 West Riverside Ave., Suite 1100

Spokane, Washington 99201

Stockholders and interested parties may also communicate with our directors as a group by using the form on our website at www.clearwaterpaper.com, by selecting “Investor Relations,“Investors,” then “Corporate Governance”“Governance” and “Contact the Board.” All communications received will be processed by our Corporate Secretary. We forward all communications, other than those that are unrelated to the duties and responsibilities of the Board, to the intended directors.director(s).

Our Audit Committee has established procedures to address concerns and reports of potential irregularities or violations regarding accounting, internal controls and auditing matters. EmployeesReports may make such reportsbe made on a confidential and anonymous basis. All such reports are directed through an independent, third-party hotline provider and are routed directly to the Chair of the Audit Committee. The procedures and hotline number are available by going to our public website at www.clearwaterpaper.com, and selecting “Investor Relations,“Investors,” then “Corporate Governance,“Governance,” and “Procedures for the Reporting of Questionable Accounting and Auditing Matters.” Our employeesReports may also accessbe made via the procedures and hotline numberprovider’s website that is accessed through our website or intranet site.

Nominees for Director

Our Nominating and Governance Committee, or Nominating Committee, is responsible for identifying, evaluating, recruiting and recommending qualified candidates to our Board for nomination or election. The Board nominates directors for election at each annual meeting of stockholders and elects new directors to fill vacancies if they occur.

Our Board strives to find directors who are experienced and dedicated individuals with diverse backgrounds, perspectives and skills. Our Governance Guidelines contain membership criteria that call for candidates to be selected for their character, judgment, diversity of experience, business acumen and ability to act on behalf of and in the best interest of all stockholders. While we do not have a formal policy or requirement with respect to director diversity, we value members who represent diverse backgrounds and viewpoints and strive towards a board composition that encompasses such diversity. We added a new female Director in 2020 and the Nominating Committee is focused in the near term on identifying and nominating additional qualified female director candidates for the Board. To the extent it is able to do so in a manner consistent with our bylaws and Governance Guidelines, the Board seeks to have at least two female members before year-end 2021. The Nominating Committee will continue to review all measurable objectives for achieving diversity on the Board and recommend them to the Board for consideration. In addition, we expect each director to be committed to enhancing stockholder value and to have sufficient time to effectively carry out his or her duties as a director. Our Nominating Committee also seeks to ensure that a majority of our directors are independent under NYSE rules as well as our policies, and that one or more of our directors is an “audit committee financial expert”“Audit Committee Financial Expert” under SEC rules.

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Prior to our annual meeting of stockholders, our Nominating Committee identifies director nominees by first evaluating the current directors whose terms will expire at the annual meeting and who are willing to continue in service. These candidates are evaluated based on the criteria described above, the candidate’s prior service as a director, and the needs of the Board for any particular talents and experience. If a director no longer wishes to continue in service, if the Nominating Committee decides not to re-nominate a director, or if a vacancy is created on the Board because of a resignation or an increase in the size of the Board or other event, then the committee considers whether to replace such director or to decrease the size of the Board. If the decision is to replace a director, then the Nominating Committee considers various candidates for Board membership, including those suggested by committee members, by other Board members, a director search firm engaged by the committee, or our stockholders. Prospective nominees are evaluated by the Nominating Committee based on the membership criteria described above and set forth in our Governance Guidelines.

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A stockholder who wishes to recommend a prospective nominee to the Board for consideration by the Nominating Committee must notify our Corporate Secretary in writing at our principal executive office located at 601 West Riverside Avenue, Suite 1100, Spokane, WA 99201. Each notice must include the information about the prospective nominee as would be required if the stockholder were nominating a person to the Board under our Amended and Restated Bylaws, or bylaws. Such notice must be delivered to our offices by the deadline relating to stockholder proposals to be considered for inclusion in our proxy materials, as described under “General Information—Stockholder Proposals for 2019”2022” in this proxy statement.

Each notice delivered by a stockholder who wishes to recommend a prospective nominee to the Board for consideration by the Nominating Committee generally must include the following information about the prospective nominee:

The Nominating Committee may require any prospective nominee recommended by a stockholder to furnish such other information as the Nominating Committee may reasonably require to determine the eligibility of such person to serve as an independent director or that could be material to a stockholder’s understanding of the independence, or lack thereof, of such person.

The foregoing is only a summary of the detailed requirements set forth in our bylaws regarding director nominations by stockholders that would apply when a stockholder wishes to recommend a prospective nominee to the Board for consideration by the Nominating Committee. A more detailed description of the information that must be provided as to a prospective nominee is set forth in Article 3 of our bylaws, which are available on our website at www.clearwaterpaper.com by selecting “Investor Relations”“Investors” and then “Corporate Governance.“Governance.”

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Committees ofof the Board

Our Board currently has three standing committees, as described below. The current charters of each of these committees are available on our website at www.clearwaterpaper.com by selecting “Investor Relations”“Investors” and then “Corporate Governance.“Governance.”

Board Leadership Structure

TheTraditionally, the Board has elected to appoint one of its independent members to serve as Chair. Our Chair, Beth E. Ford,In that role, Alexander Toeldte, acts as the lead independent director and, among other responsibilities, provides an independent contact to allow the other directors to communicate their views and concerns to management as well as presides over non-management executive sessions of Board meetings. Beginning on March 1, 2020, the Board appointed Mr. Toeldte to serve as the Independent Executive Chair on an interim basis to perform additional services to help facilitate the leadership change in our CEO position. Additionally, in that role Mr. Toeldte mentors and advises our new CEO, Arsen S. Kitch, and other senior management and assists with major stockholder engagement and management in their role in strategic planning when requested by the CEO. Our Board believes that an independent Chair with prior corporate governance experience combined with a President and CEO who manages the day-to-day operations of our company while also serving as a director, provides our Board with an optimal balance in terms of leadership structure at this point in time.

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In the future, the Board may elect to have the role of Board Chair and CEO performed by the same person, as other companies in our industry do. If we were to adopt that structure, the Board would appoint one of its independent members to serve as Vice Chair, who would act as the lead independent director and, among other responsibilities, provide an independent contact to allow the other directors to communicate their views, and concerns to management as well as preside over non-management executive sessions of Board meetings.

Board Role in Risk Oversight

One of the responsibilities of our Board is to provide oversight of our risk management practices in order to ensure appropriate risk management systems are employed throughout the company. Management, which is responsible for the day-to-day assessment and mitigation of our risks, utilizes an enterprise risk management, or ERM, program, which is an enterprise-wide program designed to enable effective and efficient identification and management of critical enterprise risks and to facilitate the incorporation of risk considerations into decision making. To assist and strengthen management’s risk assessment and mitigation efforts, we have a Risk Management Committee whose management members represent a company-wide perspective and provide subject matter expertise as part of our ERM process. Through the ERM process, management identifies, monitors and managesmitigates risks and regularly reports to the Board or a committee of the Board as to the assessment and management of those risks.

The Board’s standing committees support the Board by regularly addressing various issues within their respective areas of oversight. The Audit Committee’s responsibilities include reviewing and overseeing major financial risk exposures and the steps management has taken to monitor and control these exposures. Management, on a regular basis, provides the committee with its assessment and mitigation efforts in regardsregard to particular risks facing the company that have been identified through the ERM process.process or other processes. Our Audit Committee also reviews with our independent auditors the adequacy and effectiveness of our internal controls over financial reporting. Additionally, our Vice President, Internal Audit provides the Audit Committee with regular updates on our systems of internal controls over financial reporting, and our General Counsel reviews with the committee significant litigation, claims and regulatory and legal compliance matters.

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The Compensation Committee assists the Board in fulfilling its risk management oversight responsibilities associated with risks arising from our compensation policies and programs. Each year management and the Compensation Committee review whether risks arising from our compensation policies and practices for our employees are reasonably likely to have a material adverse effect on the company. The Nominating Committee assists the Board in fulfilling its risk management oversight responsibilities associated with risks related to corporate governance structures and processes. Each of the committee chairs, as appropriate, reports to the full Board at regular meetings concerning the activities of the committee, any significant issues it has discussed, and the actions taken by the committee.

The Board’s role in risk oversight is consistent with its leadership structure. We believe that our Board’s leadership structure facilitates its oversight of our risk management practices by combining the day-to-day knowledge of our business possessed by our President and CEO as a member of the Board, with the independence provided by our Independent Executive Chair and independent Board committees.

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Committee Membership

The following table shows the membership of each committee as of March 19, 2018:April 6, 2021:

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Audit

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our Director Independence Policy. As described more fully in its charter, the Nominating Committee is responsible for identifying, evaluating, recruiting and recommending to the Board nominees for election as directors, and for developing and recommending to the Board corporate governance principles. The committee also oversees the evaluation of the Board and assists in the evaluation of management and has sole authority to select, compensate and terminate its own consultants and advisors. The Nominating Committee met four times in 2017.

Compensation Committee Interlocks and Insider Participation

Fredric W. Corrigan, who served on the Compensation Committee until May 2017,John J. Corkrean, Kevin J. Hunt, Joe W. Laymon, John P. O’Donnell, and Alexander Toeldte who joined the committee in May 2017,each served as membersa member of our Compensation Committee during 2017.2020. All are outside directors, and none of our named executive officers served as a director or as a member of a compensation committeeCompensation Committee of any business entity employing any of our directors during 2017.  Mr. Corrigan retired on May 7, 2017, and his service on the Compensation Committee ended on that date.2020.  

Transactions with Related Persons

Securities laws require us to disclose certain business transactions that are considered related person transactions. In order to comply with these requirements, our Board has adopted a Related Person Transactions Policy that applies to our directors and executive officers, any beneficial owner of more than 5% of our voting stock, any immediate family member of any of the foregoing persons, and any entity that employs any of the foregoing persons, or in which any of the foregoing persons is a general partner, principal or 10% or greater beneficial owner. Transactions covered by this policy are those in which (a) we or any of our subsidiaries participate, (b) the amount involved exceeds $120,000, and (c) any related person had, has or will have a direct or indirect material interest, as defined in the policy.

Any proposed related person transaction is reviewed by our Audit Committee at its next regularly scheduled meeting, unless our General Counsel and Corporate Secretary determines that it is not practicable or desirable to wait until the next scheduled meeting for a particular transaction, in which case the Chair of the Audit Committee has the authority to review and consider the proposed transaction. Only those transactions determined to be fair and in our best interests are approved, after taking into account all factors deemed relevant by the Audit Committee, or its Chair, as the case may be. If the Chair

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approves any related person transaction, then that approval is reported to the Audit Committee at its next regularly scheduled meeting.

We did not conduct any transactions with related persons in 20172020 that would require disclosure in this proxy statement or that required approval by the Audit Committee pursuant to the policy described above.

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BOARD OF DIRECTORSDIRECTORS

Our Board of Directors is divided into three classes serving staggered three-year terms. The average tenure of our directors is 5.2 years.  At the Annual Meeting, our stockholders will be asked to elect twothree individuals to serve as directors until the 20212024 Annual Meeting. See “Proposal No. 1—Election of Directors.” Our bylaws require our directors to be elected by a majority vote of the shares of common stock present or represented by proxy and entitled to vote at the Annual Meeting.

Below are the names and ages of our eight directors as of the date of this proxy statement, the year each of them became a director, each director’s principal occupation or employment for at least the past five years, and other public company directorships held by each director during the past five years. Unless authority is withheld, the persons named as proxies in the voting materials made available to you or in the accompanying proxy will vote for the election of the nominees listed below. We have no reason to believe that any of these nominees will be unable to serve as a director. If any of the nominees becomes unavailable to serve, however, the persons named as proxies will have discretionary authority to vote for a substitute nominee.

Nominees for Election at this Meeting for a Term Expiring in 20212024 (Class I)

Linda K. MassmanJohn J. Corkrean  

Biography: Mr. Corkrean (age 51)55) has been a director since January 2013. Ms. MassmanMay 2019.  Mr. Corkrean currently serves as executive vice president and chief financial officer for H.B. Fuller Company (NYSE:FUL), a global adhesive, sealants and chemical products manufacturer, a position he has held since 2016. Prior to that he was employed by Ecolab for 17 years in a series of financial leadership roles concluding from 2014-2016 as senior vice president, finance for the global energy service division.

Qualifications: Our Nominating Committee believes Mr. Corkrean’s financial and public company expertise and leadership background make him an asset to our Board.  

Arsen S. Kitch

Biography: Mr. Kitch (age 39) has been a director since April 1, 2020.  He has served as Presidentthe company’s president and CEO of Clearwater Paper since JanuaryApril 1, 2013,2020.  He served as the company’s senior vice president, general manager, consumer products division from May 2018 to April 2020 and served as President and COOvice president, general manager, consumer products division from November 2011January 2018 to December 2012. Ms. MassmanMay 2018. He served as CFOthe company’s vice president, finance and Senior Vice President, Financevice president financial planning and analysis from May 2011 to November 2011,January 2015 through December 2017, and as CFO and Vice President, Finance from December 2008 to May 2011. From September 2008 to December 2008, Ms. Massman served as Vice President of Potlatch Corporation pending completion of the spin-off of Clearwater Paper Corporation. From May 2002 tosenior director, strategy and planning from August 2008, Ms. Massman was Group Vice President, Finance and Corporate Planning, for SUPERVALU Inc., a grocery retail company. Ms. Massman also serves as a director of Black Hills Corporation (NYSE: BKH), an energy company, and is a member of its Compensation2013 through December 2014.

Qualifications: Our Nominating Committee as well as a director for TreeHouse Foods, Inc. (NYSE:THS) and is a member of its Audit Committee and Governance Committee. In 2017, Ms. Massman served as board chair for the American Forest & Paper Association, the national trade association of the forest products industry.

The Board believes that Ms. Massman should serve as a director because, as the CEO, Ms. Massman’sMr. Kitch’s knowledge of our day-to-day operations and effectiveness of our business strategies provides a valuable perspective to ourthe Board. Additionally, Ms. Massman’sMr. Kitch’s experience, knowledge, skills and expertise acquired having served as CEO, COOsenior vice president of a major division and CFOvice president in the financial and strategical planning aspects of the company, including experience with financial reporting, capital structure optimization and transactional structuring and financing, add significant value to the Board. Further, Ms. Massman’s experience in corporate and business planning are integral to the Board’s assessment of business opportunities and strategic options for our company. Based primarily on these considerations, the Board concluded that Ms. Massman should be nominated for re-election to our Board.

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Alexander Toeldte

Biography: Mr. Toeldte (age 58)61) has been a director since April 2016.   Currently he servesMr. Toeldte has served as the chairman of Jitasa, Inc., a privately held provider of accounting and financial management services for non-profit organizations, since 2014 and is a member of its compensation committee.  He served as a director of Xerium Technologies, Inc. (NYSE:XRM), a global provider of industrial consumable products and services from 2016 until the company’s sale in 2018 and iswas a member of its Compensation Committeecompensation committee and Governance Committee. Mr. Toeldte hasgovernance committee. He served as the Chairman of Jitasa, Inc., a privately held provider of software and accounting services for non-profit organizations, since 2014 and is a member of its Compensation Committee. He has served as chairman of Wevorce, a privately held software-as-a-service company from 2015 to 2017, as well as an operating director at Paine & Partners, LLC, a private equity firm from 2015 to 2016. Mr. Toeldte served as President,president, CEO and a director of Boise Inc., a paper manufacturer, from February 2008 to 2013 and at Boise Cascade and as its Executive Vice President,executive vice president, paper, packaging and newsprint segments from October 2005 to 2008.  Mr. Toeldte’s previous experience includes serving as Executive Viceexecutive vice President of Fonterra Co-operative Group from 2001 to 2003, a New Zealand based global dairy company, and CEO of Fonterra Enterprises.  Mr. Toeldte served in various capacities with Fletcher Challenge Limited Group from 1999 to 2001, a New Zealand based group with

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holdings in paper, forestry, building materials, and energy, including as CEO of Fletcher Challenge Building from 2000 to 2001 and Fletcher Challenge Paper from 1999 to 2000, as well as Group CFO.CFO in 1999.  He also served as chair of the board of Fletcher Challenge Canada. Mr. Toeldte served in 2012 as chairman and is currently a partner at McKinsey & Company in Toronto, Brussels, Montreal, and Stockholm, and as Chairmanmember of the board of the American Forest & Paper Association in 2012.Association.

The BoardQualifications: Our Nominating Committee believes that Mr. Toeldte’s global experience knowledge and skills acquired in leadership positions in the paper industry as well as in the consumer products industry add significant value to the Board.  Further, Mr. Toeldte’s knowledge ofand paper products businesses, including pulp-basedindustries, financial expertise, and consumer products, acquired as CEO of Boise Inc. is integral to the Board for assessing historical trendsleadership and strategic options for our company. Based primarily on these considerations, the Board concluded that Mr. Toeldte should be nominated for re-electionboard experience make him an asset to our Board.Board

Directors Continuing in Office until 20192022 (Class II)

Kevin J. Hunt  

Biography: Mr. Hunt (age 66)69) has been a director since January 2013. From January 2013 to January 2014, he served as a consultant to ConAgra Foods, Inc., which acquired Ralcorp Holdings Inc. in January 2013. Mr. Hunt served as President,president, CEO and a Directordirector of Ralcorp Holdings Inc., a producer of private-brand foods and food service products from January 2012 to January 2013. He served as Co-CEOco-CEO and Presidentpresident of Ralcorp from 2003 until 2012 and as a director from 2004 until the company’s acquisition.acquisition in 2013. Prior to that period, Mr. Hunt was Corporate Vice Presidentcorporate vice president and Presidentpresident of Bremner Food Group. Mr. Hunt served as an advisory director of Berkshire Partners LLC, a private equity firm, from 2013 to 2015. He served as a director of Vi Jon, a manufacturer of private label personal care products owned by Berkshire Partners, from 2012 to 2017. Since August 2018, he has served as a senior advisor for C.H. Guenther and Son, Inc., a leading producer of branded and private-label food products.

Current Public Directorships: Mr. Hunt has served as a director of Energizer Holdings, Inc. (NYSE: ENR), a manufacturer of primary batteries and portable lighting products since its spin-off from Edgewell Personal Care Company (NYSE: EPC) in July 2015 and2015. He is a member of Energizer’s human capital committee and serves as chairman of its Nominatingfinance and Compensation Committee.  oversight committee.

The BoardQualifications: Our Nominating Committee believes that Mr. Hunt’shis experience knowledge, skills and expertise acquired as a director, CEO and executive officer of Ralcorp, including experience and understanding ofwith private label consumer product markets, as well as strategy,companies, financial oversightexpertise, strategic planning and execution skills, add significant valueboth management and board experience make him an asset to theour Board. Further, Mr. Hunt’s experience and understanding of business strategy formation and execution from both a board and management perspective acquired as an executive and director of a growing company is integral to the Board’s assessment of trends and strategic options for our company. Based primarily on these considerations, the Board concluded that Mr. Hunt should serve as one of our directors.

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William D. Larsson

Biography:(age 72) Mr. Larsson (age 75) has been a director since December 2008. Mr. Larsson served as Senior Vice Presidentsenior vice president and CFO of Precision Castparts Corp., an industrial manufacturing company, from August 2000 until his retirement in December 2008.

Current Public Directorships:  Mr. Larsson serveshas served as a director and chairmanchair of the Nominatingnominating and Corporate Governance Committeecorporate governance committee and is a member of the Audit Committeeaudit committee of Schnitzer Steel Industries, Inc. (NASDAQ: SCHN), a manufacturer of recycled metal products, andproducts.  Mr. Larsson served as its lead director of Schnitzer Steel from 2008 to 2014.

The BoardQualifications: Our Nominating Committee believes that Mr. Larsson’shis experience knowledge, skills and expertise acquired as the CFO of Precision Castparts, a Fortune 500 company, including experience withfounding director, as a financial reporting, capital structure optimization and transactional structuring and financing, add significant value to the Board. Additionally, Mr. Larsson’s serviceexpert, and experience as a lead independent director forof another public company including active involvement in overseeing governance matters and the interaction of independent directors with a public company’s management, strengthen the governance and functioning ofmake him an asset to our Board. Based primarily on these considerations, the Board concluded that Mr. Larsson should serve as one of our directors.

Richard D. PeachAnn C. Nelson

Biography: Ms. Nelson (age 54)61) has been a director since March 2018. Mr. PeachMay 2020.  Ms. Nelson served as a lead audit partner of KPMG, LLP., an audit services firm, from August 1982 until her retirement in September 2019.  Prior to that she served in various positions with KPMG including lead client partner.  

Current Public Directorships:  Ms. Nelson has served as a director and chair of the Senior Vice President, Chief Financial Officer for Schnitzer Steel Industries, Inc. (NASDAQ: SCHN), a manufacturer of recycled metal products, since December 2007. In September 2016, in addition to

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his responsibilities as Chief Financial Officer, Mr. Peach assumed the role of Chief of Corporate Operations. He served as Deputy Chief Financial Officer for Schnitzer Steel from March 2007 to December 2007. Mr. Peachaudit committee and is a member of the Institutenominating and corporate governance committee of Chartered Accountants of Scotland.    Rayonier, Inc. (NYSE: RYN), a timber REIT since 2020.  

The BoardQualifications: Our Nominating Committee believes that Mr. Peach’s experience,Ms. Nelson’s leadership capabilities, knowledge skills and expertise acquired as the CFO and CCO of Schnitzer Steel, including experience and understanding of the operation and governance of a public company,paper industry as well as those Mr. Peach acquiredexperience as a CFOfinancial expert, and controllerexperience as a chair of previous companies, including financial reporting expertise and understandingthe audit committee of internal and financial controls, add significant valueanother public company make her an asset to theour Board. Based primarily on these considerations, the Board concluded that Mr. Peach should serve as one of our directors.

Directors Continuing in Office until 20202023 (Class III)

Beth E. FordJoe W. Laymon

Biography: Mr. Laymon (age 54)68) has been a director since January 2013 and Chair of the Board since January 2018. Since December 2017 Ms. Ford hasMay 2019.  Mr. Laymon served as Chief Operating Officervice president, human resources and corporate services at Land O’Lakes, Inc.Chevron Corporation (NYSE:CVX), a Fortune 200 member-owned agricultural production and dairy cooperative, where she served as Group Executive Vice President – COOleading global integrated energy company from 2015 to December 2017 and Executive Vice President and Chief Supply Chain Officer from January 2012 to 2015. From October 2008 to January 2012, Ms. Ford served as Executive Vice President and Head of Supply Chain at International Flavors & Fragrances Inc., a producer of flavors and fragrances. Since January 2015, Ms. Forduntil his retirement in 2017.  

Current Public Directorships:  Mr. Laymon has served on the board of directors of PACCAR Inc. (NASDAQ: PCAR)for Peabody Energy (NYSE:BTU), a manufacturerglobal coal company, since 2017 and serves as the chair of light-, medium- and heavy-duty trucks andthe compensation committee as well as is a member of its Compensation Committee.the health, safety, security & environmental committee.  

The Board

Qualifications: Our Nominating Committee believes that Ms. Ford’sMr. Laymon’s leadership and executive compensation and human resources experience knowledge, skills and expertise acquired in leadership positionsexperience as a chair of supply chain and operations management roles in multiple industries as well as her consumer products experience, add significant valuethe compensation committee of another public company make him an asset to theour Board. Further, Ms. Ford’s education in business management with a focus in finance provides the Board with additional knowledge and skills in assessing strategic options for the company. Based primarily on these considerations, the Board concluded that Ms. Ford should serve as one of our Directors.

John P. O’Donnell(age 56)

Biography: Mr. O’Donnell (age 60) has been a director since April 2016.  Mr. O’Donnell has served as Presidentpresident and CEO of Neenah, Inc. (NYSE: NP), a global specialty materials company, sincefrom May 2011 and as a director sincefrom November 2010.2010 until his retirement in July 2020. He served as Neenah

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Inc.’s COO from June 2010 to May 2011 and as President,president, Fine Paper from 2007 to June 2010. Mr. O'Donnell was employed by Georgia-Pacific Corporation from 1985 until 2007 and held increasingly senior management positions in the Consumer Productsconsumer products division where he served as Presidentpresident of the North American Retail Businessnorth american retail business from 2004 through 2007, and as Presidentpresident of the North American Commercial Tissuenorth american commercial tissue business from 2002 through 2004.

The BoardQualifications: Our Nominating Committee believes that Mr. O’Donnell’s experience, knowledgeleadership, strategic planning and skills acquired in leadership positions in the consumer productsproduct paper industry add significant valueexperience make him an asset to theour Board. Further, Mr. O’Donnell’s knowledge of paper products businesses, including pulp-based and consumer products, acquired as a CEO of Neenah Inc. and in management positions at Georgia-Pacific is integral to the Board for assessing historical trends and strategic options for our company. Based primarily on these considerations, the Board concluded that Mr. O’Donnell should serve as one of our Directors.

Directors Whose Term Ends in May 2018 After Reaching the Mandatory Retirement Age

Boh A. Dickey (age 73) has been a director since December 2008. Mr. Dickey served as the Chair of the Board from January 2013 through December 2017 and as the Vice Chair of the Board from May 2010 to December 2012, and previously served as Chair of the Board from December 2008 to May 2010. Mr. Dickey served as the President, COO and a director of SAFECO Corporation, an insurance and financial services company, from 1996 until his retirement in 2001. Prior to that, Mr. Dickey was the Controller and then CFO of SAFECO. Mr. Dickey also served as a director of Potlatch Corporation, a timber REIT, and Chair of its Audit Committee (NASDAQ: PCH), from July 2000 until his retirement from that board at the end of 2016.

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The Board believes that Mr. Dickey’s experience, knowledge, skills and expertise acquired as the President and COO of Safeco, including experience and understanding of the operation and governance of a public company, and as its Controller and CFO, as well as those Mr. Dickey acquired as an audit partner at an independent public accounting firm, including financial reporting expertise and understanding of internal and financial controls, add significant value to the Board. Additionally, Mr. Dickey’s extensive qualifications and experience gained from serving as the chair of an Audit Committee for another public company provides expertise necessary for the functioning of our Board and the committees we are required to have as a NYSE listed public company. Further, Mr. Dickey’s knowledge of paper products businesses, including pulp-based and consumer products, acquired as a director of our company and Potlatch is integral to the Board for assessing historical trends and strategic options for our company.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF THE TWOTHREE NOMINEES FOR DIRECTOR.

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SECURITY OWNERSHIP OFOF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT

This table shows the number of shares of our common stock beneficially owned, by each owner of more than 5% of our common stock, each of our directors, each executive officer for whom compensation is reported in this proxy statement, and all directors and executive officers as a group. Except for our 5% holders, the table shows beneficial ownership as of March 9, 2018.18, 2021. The number of shares reported is based on data provided to us by the beneficial owners of the shares. The percentage ownership data is based on 16,461,11916,678,422 shares of our common stock outstanding as of March 9, 2018.18, 2021. Under SEC rules, beneficial ownership includes shares over which the person or entity exercises voting or investment power and also any shares that the person or entity has the right to acquire within 60 days of March 9, 2018.18, 2021. Except as noted, and subject to applicable community property laws, each owner has sole voting and investment power over the shares shown in this table.

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