The Board consists of eight directors, each of whom is standing for reelection at the Annual Meeting. The Company’s shareholders will vote on the election of the following eight director nominees to serve on the Board for one-year terms expiring on the date of the Company’s 2023 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified:

Bruce Brown, Kathleen A. Dahlberg, Kevin M. Fogarty, Marie T. Gallagher, Darrel Hackett, J. Robert Hall, Dante C. Parrini, and Lee C. Stewart.

Each director nominee has consented to serve if elected to the Board. If at the time of the Annual Meeting a director nominee is unable to serve, an event we do not anticipate, the Proxy Holders (as defined in “Frequently Asked Questions”) will vote for a substitute director nominee as may be designated by the Board, unless the Board elects to reduce the size of the Board accordingly.

The following table highlights director nominee information:

The Audit Committee of the Board ~~has~~ appointed Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for the fiscal year ~~2020.~~ending December 31, 2022. Deloitte audited the Company’s consolidated financial statements for the fiscal year ended December 31, ~~2019.~~

2021.

Although shareholder ratification is not required by our organizational documents or applicable law, the Board believes ~~that~~ it is a sound corporate governance practice to seek shareholder ratification of the appointment of Deloitte. In the event ~~the shareholders fail to ratify the~~Deloitte’s appointment is not ratified, the Audit Committee will reconsider whether it is appropriate to select another independent registered public accounting firm, but is not required to do so. Even if Deloitte’s appointment is ratified, the Audit Committee, in its ~~selection.~~

discretion, may select a different registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of the Company and its shareholders.

A Deloitte representative is expected to virtually attend the Annual Meeting. The representative will have an opportunity to make a statement at the ~~meeting,~~Annual Meeting, if he or she desires to do so, and is expected to be available to respond to appropriate shareholder questions. ~~See Item 9(c) of Schedule 14A.~~

All of Deloitte’s services for the Company were permissible under applicable laws and regulations. The Audit Committee’s Audit and Non-Audit Services Pre-Approval Policy (“Pre-Approval Policy”) provides for the pre-approval of audit and non-audit services performed by Deloitte. Under the Pre-Approval Policy, the Audit Committee must pre-approve specific services, including fee levels, to be performed by the independent registered public accounting firm in a designated category (audit, audit-related, tax services and all other services). For fiscal year ~~2019,~~2021, 100% of all ~~Fees~~fees were approved by the Audit Committee. The Audit Committee may delegate this authority in writing to one or more of its members, and in such case, the member or members to whom such authority is delegated must report their decisions to the Audit Committee at its next scheduled meeting.

Executive compensation is an important topic for our shareholders. At the core of our executive compensation philosophy is the belief that compensation ~~should~~should: (i) reflect performance; (ii) be fair, competitive, and reasonable; and (iii) be determined in a manner consistent with the Company’s long-term strategy, competitive industry practice, sound corporate governance principles, and shareholder interests. We believe our executive compensation program is strongly aligned with the long-term interests of our shareholders. We urge our shareholders to read the Compensation Discussion and Analysis (“CD&A”) section of this proxy statement for additional details on the Company’s compensation philosophy and objectives and the ~~2019~~2021 compensation of our named executive officers (“NEOs”).

Pursuant to Section 14A of the Securities Exchange Act of 1934, ~~(as~~as amended ~~the~~(the “Exchange Act”), we are asking shareholders to ~~vote on~~approve the following resolution:

As an advisory vote, the results on this proposal are non-binding. Nevertheless, the Board and the Compensation Committee value the opinions of our shareholders and will consider the outcome of the vote when making future compensation decisions for our NEOs.

The Board has adopted a policy providing for annual say-on-pay advisory votes. The Company has included in this proxy statement a proposal regarding the frequency of the say-on-pay advisory vote (“say-on-frequency” vote) and the Board has recommended that the shareholders vote “one year” to approve an annual say-on-pay vote. Unless the Board modifies the Company’s policy, the next say-on-pay advisory vote will be held at our ~~2021~~2023 Annual ~~Meeting.~~

Meeting of Shareholders and the next say-on-frequency advisory vote will be held at our 2028 Annual Meeting of Shareholders.

The Dodd–Frank Wall Street Reform and Consumer Protection Act requires that at least once every six years, companies ask their shareholders how often they would like to be presented with the “say-on-pay” advisory vote on named executive officer compensation: every year, every two years, or every three years. This non-binding, advisory vote is commonly referred to as a “say-on-frequency” vote.

The Company’s current policy provides for an annual say-on-pay vote. The Board believes an annual frequency (i.e., one year) is the optimal frequency for the say-on-pay vote. A vote every one 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 provide advisory approval of these decisions. We also believe that an annual frequency vote provides the highest level of accountability and direct communication with our shareholders.

Shareholders are not voting to approve or disapprove the Board’s recommendation. Instead, you may cast your vote on your preferred voting frequency by choosing any of the following four options with respect to this proposal:

For the reasons discussed above, the Board recommends a vote for a frequency of “one year” as set forth in the following resolution:

The Board and the Compensation Committee value the opinions expressed by shareholders and expect 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; however, as the say-on-frequency vote is advisory, it will not be binding on the Board and/or the Compensation Committee and may not be construed as overruling any decision by the Board or Compensation Committee.

In accordance with Section 14A of the Exchange Act, the next say-on-frequency vote will be held at our 2028 Annual Meeting of Shareholders.

We are asking our shareholders to approve the Glatfelter Corporation 2022 Long-Term Incentive Plan (the “Equity Plan”). The purpose of the Equity Plan is to provide designated employees, non-employee directors, and consultants of the Company and its affiliates with the opportunity to receive grants of awards as provided in the Equity Plan. We believe that the Equity Plan provides appropriate incentives for achieving long-range Company goals and aligning eligible individuals’ financial interests with those of the Company’s other shareholders through compensation that is based on the Company’s common stock (“Common Stock”), thereby enhancing the long-term financial interest of the Company and its affiliates.

The Equity Plan will become effective upon receiving shareholder approval at the Annual Meeting (the “Effective Date”) and the terms of the Equity Plan will apply only to awards granted on or after the Effective Date. The Equity Plan is the successor to the Company’s Amended and Restated Long-Term Incentive Plan, which was originally effective as of April 27, 2005 and was most recently amended and restated as of May 4, 2017 (the “Existing Plan”). Awards granted prior to the Effective Date will continue to be governed by the applicable award agreements and the terms of the Existing Plan. No awards will be granted under the Existing Plan on or after the Effective Date so long as the Equity Plan is approved by our shareholders at the Annual Meeting.

The Equity Plan will allow us to grant incentive compensation awards to our executive officers, non-employee directors, employees and other service providers. We believe that a comprehensive equity incentive compensation program serves as a necessary and significant tool to attract and retain key employees, encourage participants to contribute materially to the growth of the Company, and align the long-term interests of the participants with those of our shareholders. Accordingly, it is important that an appropriate number of shares of stock be authorized for issuance under the Equity Plan.

When deciding on the number of shares to be available for awards under the Equity Plan, the Board considered a number of factors, including the number of shares currently available under the Existing Plan, the Company’s past share usage (referred to as “burn rate”), the number of shares needed for future awards, a dilution analysis, competitive data from relevant peer companies, the current and future accounting expenses associated with the Company’s equity award practices, and input from the Company’s shareholders.

The table below sets forth the following information regarding the awards granted under the Existing Plan: (i) the burn rate for each of the last three calendar years, and (ii) the average burn rate over the last three calendar years. The burn rate for a year has been calculated as follows:

No stock options or SOSARs have been granted in the last three fiscal years.

The following is a description of the Equity Plan, which is qualified by reference to the full text of the Equity Plan set forth in Appendix A attached hereto. If the Equity Plan is approved by our shareholders at the Annual Meeting, it will become immediately effective. If the Equity Plan is not approved by our shareholders, the Existing Plan will continue as currently in effect.

The Equity Plan provides that any shares covered by an award granted under the Existing Plan or the Equity Plan that terminates, expires, or is canceled, forfeited, surrendered, or an award that is otherwise settled without the delivery of the full number of shares underlying the award or is settled in cash, will, to the extent of any such termination, expiration, cancellation, forfeiture, surrender, or payment in cash, again be available for issuance under the Equity Plan. Shares withheld or surrendered for taxes payable on any award or for payment of the exercise price of an option may not be available for re-issuance under the Equity Plan. The full number of shares subject to a stock appreciation right (“SAR”) settled in stock will be counted against the 2022 Plan Reserve. If shares are repurchased by the Company on the open market with the proceeds of the exercise price of options, the shares will not again be available for issuance under the Equity Plan.

Outstanding equity grants with respect to stock of an acquired company may be assumed or replaced by awards under the Equity Plan, and such substitute awards will not reduce the Equity Plan’s 2022 Plan Reserve, consistent with applicable stock exchange requirements.

The Equity Plan is administered by the Compensation Committee, 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 Equity Plan (the “Committee”). All acts and authority of the Committee under the Equity Plan are subject to the provisions of its charter and such other authority as may be delegated to the Committee by the Board. 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, as amended, and (ii) “independent directors,” as determined in accordance with the independence standards established by the stock exchange on which the Company’s stock is at the time primarily traded. Awards to non-employee directors shall be administered by the Committee consistent with a Board-approved compensation program.

Except to the extent prohibited by applicable law, the Committee may delegate all or any portion of its responsibilities to any person(s) selected by it, but the Committee cannot delegate such authority with respect to any participant who is subject to the reporting requirements of Section 16 of the Exchange Act.

Employees, officers, non-employee directors and consultants of the Company or any subsidiary or affiliate of the Company are eligible to participate in the Equity Plan, as determined by the Committee. Holders of equity-based awards issued by a company acquired by the Company or with which the Company combines are also eligible to receive awards under the Equity Plan, in substitution for awards granted by that company. Approximately 3,250 employees including 24 officers, 7 non-employee directors, and approximately 170 consultants of the Company and its subsidiaries and affiliates are eligible to participate in the Equity Plan as of March 7, 2022, as if the Equity Plan were in effect on such date.

The maximum grant date value of shares subject to awards granted to any non-employee director, plus any cash fees paid to the non-employee director, during any calendar year shall not exceed $750,000 in total value under the Equity Plan. 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.

No award will be granted under the Equity Plan after the day before tenth anniversary of the Effective Date. The expiration of the Equity Plan shall not impair the Committee’s authority with respect to outstanding awards and the authority of the Committee to administer the Equity 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 Equity Plan, shall extend beyond such date.

The term of an option or SAR may not exceed ten years from the date of grant. The exercise price of an option or SAR may not be less than the fair market value of the underlying shares on the date of grant, except for outstanding equity grants with respect to stock of an acquired company that are assumed or replaced by awards under the Equity Plan. As long as the Company’s shares are traded on an established stock exchange, the fair market value will be the closing price for the shares as quoted on such exchange. The terms of any ISO granted under the Equity Plan must comply in all respects with the provisions of Section 422 of the Code.

Subject to the terms of the Equity Plan and the related award agreement, any option or SAR may be exercised at any time during the period specified by the Committee. Unless the Committee determines otherwise, if a vested option or SAR would terminate at a time when trading in Company 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).

The Committee has the discretion to determine the method of exercise of options, which may include paying the exercise price (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 shares equal to the amount by which the then fair market value of the shares subject to the option exceeds the exercise; or (iv) by such other method as the Committee may approve.

Subject to the terms of the Equity Plan, the Committee may grant to participants such other awards that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to shares of the Common Stock as are deemed by the Committee to be consistent with the purposes of the Equity Plan. The Committee will determine the terms and conditions of such awards and set forth such terms and conditions in an award agreement.

The performance goals will be established by the Committee based on one or more of the following criteria, or derivations of such criteria, or such other criteria as may be determined by the Committee: stock price, earnings per share, price-earnings multiples, stock price to book value multiple, net earnings, operating earnings, operating pre-tax earnings, revenue or revenue growth, productivity, margin, EBITDA (earnings before interest, taxes, depreciation, and amortization), net capital employed, return on assets, return on equity, return on capital employed, growth in assets, unit volume, sales, cash flow, losses incurred, losses paid, loss ratio (including as may be measured and reported over a specified period), paid loss ratio, gains to losses on sales of assets or investments, market share, market value added, capital management, margin growth, contribution margin, labor margin, EBITDA margin, stockholder return, operating profit or improvements in operating profit, improvements in asset or financial measures (including working capital and the ratio of revenues to working capital), human capital, environmental, social and governance issues, diversity, equity and inclusion issues, credit quality, risk/credit characteristics (including FICO, debt to income, or loan to value), early default experience, expense management and expense ratios, pre-tax earnings or variations of income criteria in varying time periods, economic value added, book value, book value per share, book value growth, or comparisons with other peer companies or industry groups or classifications with regard to one or more of these criteria, or strategic business criteria consisting of one or more objectives based on meeting specified revenue goals, market penetration goals, customer growth, employee retention rates, customer retention rates, customer attraction rates, geographic business expansion goals, cost targets or goals relating to acquisitions or divestitures. The 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 may be 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.

The Committee may, in its discretion, 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 award. 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. The Committee may also reduce or increase the amount of any performance award if it concludes that such reduction or increase is necessary or appropriate based on: (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. In addition to establishing minimum performance goals below which no compensation will be payable pursuant to a performance award, the Committee 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. Performance awards shall be transferred or paid to the participant as determined by the Committee in the applicable award agreement.

In the event that the Committee determines 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 for applicable financial accounting purposes, or otherwise affects the stock of the Company, then the Committee will 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 Equity Plan:

Except as the Committee may otherwise determine, 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 designate a beneficiary to exercise the rights of the participant, and to receive any property distributable, with respect to any award upon the death of the participant.

All awards made under the Equity 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.

A “change in control” of the Company means:

Unless otherwise set forth in an award 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 award 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 award agreement.

Unless otherwise set forth in an award agreement, if a change in control occurs and participants’ awards 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), or otherwise remain outstanding, (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 award agreement.

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 participant consent: (i) 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) 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) determine that participants shall receive a payment in settlement of outstanding awards of RSUs, other stock-based awards, or performance awards, in an amount and form determined by the Committee; (iv) 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, 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.

Except to the extent prohibited by applicable law and unless otherwise expressly provided in an award agreement or in the Equity Plan, the Board may amend, suspend, discontinue, or terminate the Equity Plan or any portion thereof at any time, provided that no such amendment, alteration, suspension, discontinuation, or termination will be made without: (i) shareholder approval, if such approval is necessary to comply with tax, legal, securities exchange, or other regulatory requirements; or (ii) the consent of the affected participant, if such action would adversely affect any material rights of such participant under any outstanding award.

Except in connection with a corporate transaction involving the Company, 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.

The Committee may at any time modify, amend, or terminate any or all of the provisions of the Equity Plan to the extent necessary: (i) to conform the provisions of the Equity Plan with Section 409A of the Code; and (ii) to enable the Equity 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.

The Committee may waive any conditions or rights under, amend any terms of, or amend, alter, suspend, discontinue or terminate, any award, prospectively or retroactively, without the consent of the participant, consistent with the terms of the Equity Plan; provided, that no such action will impair any material rights of a participant granted an award under the Equity Plan. The Committee is also authorized to make adjustments in terms and conditions of, and the criteria included in, awards in recognition of unusual or nonrecurring events whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the intended benefits.

The following brief description, which is based on existing law, summarizes the federal income tax consequences of the grant of awards under the Equity Plan. This description may differ from the actual tax consequences incurred by any individual recipient of an award. Moreover, existing law is subject to change, which may affect the federal income tax consequences described below. The following summary of the federal income tax consequences in respect of the Equity Plan is for general information only. Interested parties should consult their own tax advisors as to specific tax consequences, including the application and effect of foreign, state and local laws.

If the optionee satisfies both the employment rule and the holding rule for income tax purposes, the optionee will not recognize income upon exercise of the stock option and the Company will not be allowed an income tax deduction at any time. The difference between the option exercise price and the amount realized upon disposition of the shares by the optionee will constitute a long-term capital gain or a long-term capital loss, as the case may be.

If the optionee meets the employment rule, but fails to observe the holding rule (a “disqualifying disposition”), the optionee generally recognizes as ordinary income, in the year of the disqualifying disposition, the excess of the fair market value of the shares at the date of exercise over the option exercise price. Any excess of the sale price over the fair market value at the date of exercise will be recognized by the optionee as capital gain (long-term or short-term depending on the length of time the stock was held after the stock option was exercised). If the sale price is less than the fair market value on the date of exercise, then the ordinary income recognized by the optionee is generally limited to the excess of the sale price over the option exercise price. In both situations, the tax deduction allowable to the Company is limited to the ordinary income recognized by the optionee. Under current Internal Revenue Service (“IRS”) guidelines, the Company is not

required to withhold any federal income tax in the event of a disqualifying disposition. Different consequences may apply for an optionee subject to the alternative minimum tax.

Except for awards made as restricted stock, when performance awards, restricted stock units, other stock-based awards or SARs are paid or shares are delivered to the participant, the participant will realize compensation taxable as ordinary income in an amount equal to the cash paid or the fair market value of shares delivered.

Income tax withholding requirements generally apply to amounts that are recognized as ordinary income and the Company will generally be entitled to a deduction in the same amount and at the same time that the participant recognizes ordinary income. Upon the sale of any shares that are delivered to the participant pursuant to an award, the participant will realize either long-term or short-term capital gain (or loss), depending on how long the shares were held, equal to the difference between the amount realized and the fair market value of the shares on the date the shares were vested or delivered to the participant pursuant to the award.

be considered to have received “excess parachute payments,” which could subject the participants to a 20% excise tax on the excess parachute payments and could result in a disallowance of the Company’s tax deduction for the compensation.

The Committee has not granted any awards under the Equity Plan that are subject to shareholder approval of the Equity Plan. Participation and the types of awards under the Equity Plan are subject to the discretion of the Committee, consistent with the terms and limitations of the Equity Plan, and as a result, the benefits or amounts that will be received by any participant or groups of participants under the Equity Plan are not currently determinable. For information on awards made in 2021 to our NEOs, please refer to the “Summary Compensation Table” and “Grants of Plan-Based Awards Table” under the heading “Executive Compensation” elsewhere in this proxy statement.

The closing price of the Company’s stock, as reported on the New York Stock Exchange on March 15, 2022 was $12.62.

To the best of the Company’s knowledge, the following table sets forth information regarding beneficial ownership of the Company’s outstanding common stock as of March ~~17, 2020,~~15, 2022 (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~~in accordance with 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.

The following table provides certain information as of December 31, ~~2019,~~2021, 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 100% of target.


	(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	2,190,495	$	20.42	1,628,094
Equity compensation plans not approved by security holders	—	—		—
Total	2,190,495	$	20.42	1,628,094

~~(2)~~

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

(1)Includes 611,428 RSUs; 499,954 PSAs; and 1,079,113 SOSARs. For purposes of this calculation, it is assumed that PSAs will be paid at 100% of target.

~~(3)~~

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

(2)Weighted average exercise price is based on outstanding SOSAR prices only.

~~(4)~~

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

(3)Represents the securities remaining available for issuance under the Effective Plan.

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

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires ~~the Company’s~~our executive officers, directors, and ~~executive officers and~~ persons who beneficially own more than ten percent ~~(10%)~~ of ~~a registered class~~our shares of ~~the Company’s equity securities (“10% Holders”)~~our common stock to file reports of ~~holdings~~their beneficial ownership and ~~transactions~~changes in ownership (Forms 3, 4, and 5, and any amendment thereto) with the ~~Company’s common stock~~SEC.

Based solely upon our review of the Forms 3, 4, and 5, as applicable, filed on EDGAR and the representations of the reporting persons, for the fiscal year ended December 31, 2021, we have determined that our executive officers, directors, and greater-than-ten-percent beneficial owners filed their beneficial ownership and change in ownership reports 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~~manner, other than one Form 4 ~~was~~for each of Beck, Elder, Hillard, Parrini, and Urey and two Forms 4 for Astley, all of which were inadvertently filed late ~~for Mr. Naples with respect~~due to ~~one transaction.~~

~~2020~~administrative error.

~~PROXY STATEMENT~~
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2022 PROXY STATEMENT ›			34

17

~~Corporate Governance a~~
~~nd Board of Directors~~


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~~available on the Corporate Governance page of the Company’s website at www.glatfelter.com/~~about_us/corporate_governance,~~investors/corporate-governance, which also contains the Company’s Articles of Incorporation and ~~By-laws, its~~By-Laws, Code of Business Conduct, a list of the directors and executive officers of

the Company, the charters of each of the ~~Committees~~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~~4350 Congress Street, Suite ~~500, York, PA 17401-1434.~~

600, Charlotte, NC 28209.

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

When considering the election of a Board 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 Board Chair who has 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 Board Chair. Mr. Parrini currently serves as the Board Chair. The Board nominated Mr. Parrini in February ~~2020~~2022 to continue as Board Chair effective as of the Board’s annual meeting in May 2022, subject to his re-election as a director at the Annual Meeting.

For the foregoing reasons, the Company believes it is in the best interest of the Company and its shareholders to have combined roles of Board Chair and CEO.

The Board has also determined that when the same person serves as both Board Chair and CEO, the interests of the Company and the shareholders are best served by appointment of an independent Lead Director. Lee C. Stewart currently serves as the independent Lead Director. In February ~~2020,~~2022, the Nominating and Corporate Governance (“NCG”) Committee recommended, and the independent directors approved, ~~Kevin M. Fogarty~~Mr. Stewart to ~~continue~~serve 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 Board Chair ~~and CEO~~ regarding the discussions at executive sessions as appropriate. In the absence or disability of the Board Chair, the Lead Director assumes the authority of and performs the duties of the Board Chair, as provided in Section 2.18 of the Company’s ~~By-laws,~~By-Laws, including presiding at any Board meeting at which the Board Chair is not in attendance.

~~2020~~ ~~PROXY STATEMENT~~ › 18

~~CORPORATE GOVERNANCE AND BOARD OF DIRECTORS~~

Board ~~Independence~~

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~~directors in the Board’s operations and decision making.

In

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


2022 PROXY STATEMENT ›			35


CORPORATE GOVERNANCE AND BOARD OF DIRECTORS

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 director 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~~directors are independent and have no material relationship with the Company: ~~Ms.~~Messes. Dahlberg ~~Ms.~~and Gallagher and Messrs. Brown, ~~DeBenedictis,~~ Fogarty, Hackett(1), 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.

(1) As described on page 17, Mr. Hackett is Head of BMO U.S. Wealth Management, an affiliate of the Bank of Montreal (BMO), a leading, full-service financial services provider. BMO Capital Markets is an analyst firm currently providing research coverage on the Company. Prior to his nomination, the Board considered the potential for a conflict of interest in connection with Mr. Hackett’s employment with, and our analyst coverage by, BMO, as well as any independence issues or other potential adverse impacts as a result of Mr. Hackett serving on the Board. The Board determined that BMO Capital Markets’ research coverage does not impact Mr. Hackett’s independence.

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.~~Management, using the same criteria. 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,~~

Although the Company does not have a formal policy on Board diversity, the NCG Committee considers a wide variety of qualifications, attributes, and other factors in evaluating director candidates 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~~considers how ~~that~~the 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~~business and the environment in which the Company operates, attendance and participation at Board and applicable committee 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.

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~~the nomination of all eight of the incumbent directors for re-election at the Annual Meeting. These decisions were based on the individual ~~experience,~~experiences, qualifications, attributes, and skills of each candidate, including as described in the skills matrix on page 3.7. 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 andand 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,~~By-Laws, (a) the person does not receive a majority vote at the next meeting for the election of ~~directors,~~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 director 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 director nominees does not exceed the number of directors to be elected, any director 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~~such director nominee’s resignation will be automatically accepted. If the


2022 PROXY STATEMENT ›			36


CORPORATE GOVERNANCE AND BOARD OF DIRECTORS

director 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 director 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,~~By-Laws, or may amend the Company’s ~~By-laws~~By-Laws to decrease the size of the Board.

Board Meetings

The Board held ~~six~~nine meetings during ~~2019.~~2021. The standing committees established by the Board held a combined total of 2015 meetings in ~~2019. Also in 2019, the Pension Subcommittee held 2 meetings.~~2021. Each ~~incumbent~~ director attended ~~at least 90%~~75% or more of the total number of Board and ~~Committee~~committee meetings on which he or she served in ~~2019.~~2021; overall attendance at such meetings was 100%. Independent directors meet in regularly scheduled executive sessions (without Management), presided by the Lead Director.

~~The~~Although the Company does not have a formal policy regarding director attendance at the ~~Annual Meeting, though all~~annual meeting of shareholders, directors ~~traditionally~~are strongly encouraged to attend the ~~Annual Meeting.~~annual meeting of shareholders and historically have done so. All of our directors ~~with the exception of Ms. Gallagher, who was not appointed until February 2020,~~virtually attended the ~~2019~~2021 Annual ~~Meeting.~~

Meeting of Shareholders.

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,~~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.~~

investors/corporate-governance.

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


2022 PROXY STATEMENT ›			37

~~2020~~ ~~PROXY STATEMENT~~ › 20

~~CORPORATE GOVERNANCE AND BOARD OF DIRECTORS~~


CORPORATE GOVERNANCE AND BOARD OF DIRECTORS

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

~~Board Committees~~
Board Committees
Committee		Responsibilities and Duties			2021 Members (Effective February 17, 2021)		Meetings in ~~2019~~ 2021
AuditCommittee⁽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⁾ Marie T. Gallagher (1), ^{(2), (3)}^,⁽⁴⁾ Kathleen A. Dahlberg ⁽⁴⁾ ~~Bruce Brown~~ ⁽⁴⁾ ~~Nicholas DeBenedictis~~ (3) Darrel Hackett (2),⁽⁴⁾ (3) J. Robert Hall (2), (3) Lee C. Stewart (2), (3)^,⁽⁴⁾ ~~Marie T. Gallagher~~ ⁽³⁾^,⁽⁴⁾		7
Compensation Committee⁽¹⁾		The Compensation Committee is responsible for the Company’s human capital programs and 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~~ Bruce Brown (1) Kevin M. Fogarty Darrel Hackett J. Robert Hall		10 5
~~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. The NCG Committee is responsible for recommending Board size and composition and nominating directors to the Board and its committee and leadership positions. The NCG Committee also oversees the annual self-assessment of the Board and its committees and has oversight of the Company’s ESG strategy, risk management, and compliance.		~~J. Robert Hall~~ ⁽²⁾ ~~Bruce Brown~~ Kevin M. Fogarty ~~Ronald J. Naples~~ (1) Bruce Brown Kathleen A. Dahlberg Marie T. Gallagher			3
		(1)~~Standing Committees of the Board~~ ~~(2)~~Committee Chair ~~(3)~~ (2)Financial Expert, as defined in the applicable SEC regulations ~~(4)~~(only shown for Audit Committee) (3)Financially Literate within the meaning of the NYSE listing standards (only shown for Audit Committee)

~~2018~~ ~~PROXY STATEMENT~~ › 19

~~CORPORATE GOVERNANCE AND BOARD OF DIRECTORS~~

Continuing ~~Boa~~Board Education

~~rd 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. The Company will reimburse directors for the reasonable costs of attending relevant and timely director education programs approved by the Board Chair. 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.~~

directors .


2022 PROXY STATEMENT ›			38


CORPORATE GOVERNANCE AND BOARD OF DIRECTORS

Board Self-Assessment

Our Board believes in a constructive ~~self-evaluation~~self-assessment 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~~self-assessment of the Board and its ~~Committees.~~committees. Each director completes a written questionnaire to gather suggestions for improvement and feedback on a range of issues related to Board and ~~Committee~~committee effectiveness. Outside counsel to the Board ~~counsel~~ reviews the questionnaire responses and additionally conducts individual interviews with each ~~Board Member.~~director. The feedback is aggregated and summarized by ~~Board~~

counsel, who shares the feedback with the Board and its ~~Committees~~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 documents, including its Corporate Governance Principles, By-Laws, and ~~Committee~~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.~~

Management, including an annual report from Company executives on information security matters.

The Board administers its risk oversight responsibilities by delegating certain business and governance activities to the appropriate ~~Committee~~committees for more detailed consideration and evaluation. In performing this oversight function, each ~~Committee~~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 regularly-scheduled Board meeting, the Chair of each ~~Committee~~committee reports to the Board on the ~~Committee’s~~committee’s oversight ~~activities.~~

activities, as needed.

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~~business and the implementation of its strategic plan.

Audit Committee

Compensation

Committee

Nominating and

Corporate

Governance

Committee

Management

Internal Audit

Oversees significant risks relating to accounting, foreign exchange, commodity exposures, contingent liabilities, reporting matters, cyber-security, insurance, natural disasters, environmental and ESG, regulatory requirements, compliance with laws and regulations, and the Company’s Code of Business Conduct. Oversees the evaluation of internal control effectiveness and meets regularly with representatives of the Company’s independent auditors.

~~Reviews all~~Oversees the Company’s human capital programs and 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.

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

ESG strategy, risk management and compliance.

Oversees the implementation, execution, and evaluation of policies, procedures, programs, and internal controls designed to identify and mitigate significant risks in order to provide reasonable assurance in the 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 the Company’s enterprise risk management and internal control framework. The Company’s Director, Internal Audit reports functionally directly to the Audit Committee.

~~2020~~
2022 PROXY STATEMENT ›23			39

~~CORPORATE GOVERNANCE AND BOARD OF DIRECTORS~~


CORPORATE GOVERNANCE AND BOARD OF DIRECTORS

Director ~~Com~~Compensation

~~pensation~~

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~~director and align their interests with our ~~stockholders.~~shareholders. In making its recommendation to the Board on independent director compensation, the Compensation Committee ~~considers~~considered the results of an analysis of director compensation provided by Meridian Compensation Partners LLC (“Meridian”), the Compensation 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~~committee fees compared to the Company’s compensation peer group (see page ~~35 regarding~~ 54 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.

No changes were made to independent director compensation in 2021.

Cash Compensation

In ~~2019 each~~2021, the non-employee director ~~received~~compensation included the following cash fees for service:

•Annual cash retainer fee: $70,000

•Additional fees for those serving in role:

o

~~Audit Committee chair: $20,000~~

o

~~Compensation Committee chair: $15,000~~

o

~~NCG Committee chair: $10,000~~

o

~~Lead Director: $20,000~~

◦Audit Committee chair: $20,000

◦Compensation Committee chair: $15,000

◦NCG Committee chair: $10,000

◦Lead Director: $20,000

In addition to the annual retainer, non-employee directors were paid in cash $1,500 for each standing ~~Committee and Pension Subcommittee~~Board committee 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,~~2021, 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 vested or paid until the awards vest). RSUs granted to directors will immediately vest upon a change in ~~control. In~~control and in the event of the death or disability of the ~~director, all unvested RSUs will become immediately vested, and the restrictions will lapse.~~

director.

Deferred Compensation

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

2021.

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 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 5five times the annual Board retainer of $70,000. Directly held shares and unvested RSUs count toward attainment of the guideline.

All directors are in compliance or on track to be in compliance with the share ownership guidelines.

~~2020~~
2022 PROXY STATEMENT ›24			40

~~SUSTAINBILITY~~

~~Sustainability – Our Approach~~


CORPORATE GOVERNANCE AND BOARD OF DIRECTORS


Payments to Directors in 2021
Name (1)	Fees Earned or Paid in Cash ($) (2)		Stock Awards ($) (3)	Total
Bruce Brown(4)	$	91,000	$115,000	$	206,000
Kathleen A. Dahlberg	$	77,500	$115,000	$	192,500
Nicholas DeBenedictis(5)	$	7,500	—	$	7,500
Kevin M. Fogarty(6)	$	82,000	$115,000	$	197,000
Marie T. Gallagher(7)	$	94,000	$115,000	$	209,000
Darrel Hackett	$	70,000	$115,000	$	185,000
J. Robert Hall	$	71,500	$115,000	$	186,500
Ronald J. Naples(8)	$	3,000	—	$	3,000
Lee C. Stewart(9)	$	101,500	$115,000	$	216,500

(1)Only non-employee directors receive compensation for service on the Board. Accordingly, our CEO, 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, except where otherwise noted, is based on the fair market value of $15.71 per share for RSUs granted on May 6, 2021, which vest one year after the grant date. As of December 31, 2021, the current directors held the following number of outstanding Restricted Stock Units:


Director Name			Number of Restricted Stock Units Outstanding
Bruce Brown			7,320
Kathleen A. Dahlberg			7,320
Nicholas DeBenedictis			7,320
Kevin M. Fogarty			7,320
Marie T. Gallagher			7,320
Darrel Hackett			7,320
J. Robert Hall			7,320
Ronald J. Naples			7,320
Lee C. Stewart			7,320

(4)Mr. Brown’s compensation includes a pro-rated fee for chairing the Compensation Committee from February to ~~ESG~~

April 2021.

.

(5)Mr. DeBenedictis retired in May 2021. The compensation represents committee fees in excess of 8 meetings attended through April 30, 2021.

(6)Mr. Fogarty’s compensation includes a pro-rated fee for chairing the NCG Committee from February to April 2021.

(7)Ms. Gallagher’s compensation includes a pro-rated fee for chairing the Audit Committee from February to April 2021.

(8)Mr. Naples retired in May 2021. The compensation represents committee fees in excess of 8 meetings attended through April 30, 2021.

(9) Mr. Stewart’s compensation includes a pro-rated Lead Director fee paid in cash from February to April 2021.


2022 PROXY STATEMENT ›			41


Enhancing Everyday Life®…Sustainably

Overview

Our commitment to sustainability and being a responsible corporate citizen has been ~~longstanding~~an essential part of Glatfelter since our founding in 1864. ItToday, it is reflected in our Core Values of Integrity, Financial Discipline, Mutual Respect, Customer Focus, Environmental Responsibility, and Social Responsibility. We ~~operate~~strive to engineer our products with the right balance of performance and sustainability while operating our business in line with ~~those values, and we contribute~~our core values. We are proud of our role in contributing 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~~three global operating segments – Composite Fibers, ~~and~~ Airlaid Materials, and Spunlace – serving high-value, niche nonwovens growth markets. ~~To accelerate that transformation, we have implemented~~We operate the business using 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~~or exceeds our shareholders’ expectations.

In

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

pillars:

•Established an executive leadership role with dedicated responsibility for advancing the Company’s ESG program aligned to its long-term growth strategy.

~~Forming~~•Formed a cross-functional ESG ~~steering committee~~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~~segments and facilities.

~~Publishing on our website~~•Created and published 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~~corporate governance documents, all of which are ~~posted~~available on our website.

•Conducted a materiality assessment process to identify our ESG priorities. Our process included peer and industry research, internal stakeholder interviews, an ESG Steering Committee workshop, analysis of ESG ratings and sustainability standards (most notably the Global Reporting Initiative, Sustainability Accounting Standards Board framework, and U.N. Sustainable Development Goals), and application of best practices. We evaluated topics based on their potential impact on Glatfelter, our ability to impact them, and our stakeholders’ interest in the topics.We settled on seven priorities, which are organized along the Environmental, Social, and Governance pillars (see below).

•Updated the Sustainability section of our website to reflect the formal Glatfelter ESG program.

•Published a Human Rights Policy on our website that expanded on the human rights declarations already existing in our Glatfelter Code of Business Conduct.

•Issued our first ESG Report for 2019-2020 – “Enhancing Everyday Life® . . . Sustainably,” to share Glatfelter’s ESG priorities and progress.

•Expanded our Human Resources programs to include market-competitive offerings aimed at ensuring the programs remain relevant and cost-competitive given the evolving dynamics of the global workforce.

•Determined the NCG Committee of the Board will have ultimate oversight of ESG for the Company, with regular reporting to the full Board.

•As noted earlier, Glatfelter completed the acquisition of Jacob Holm in October 2021. This acquisition contributed to positioning Glatfelter among the leading manufacturers of sustainable nonwovens. Like Glatfelter, Jacob Holm had a track record of commitments to sustainability and environmentally responsible products. Jacob Holm published its first Corporate Sustainability Report in Q2 2021 and conducted its own materiality assessment. Material topics have a significant overlap with those identified by the legacy Glatfelter business.

•The additional scale achieved through acquisition allowed us to create dedicated roles focused on ESG, which enable us to accelerate the execution of our ESG strategy going forward.

	•
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.2022 PROXY STATEMENT ›			42

~~2020~~


SUSTAINABILITY

~~PROXY STATEMENT~~ › 25

~~SUSTAINBILITY~~

~~Environ~~•~~mental~~We are in the process of integrating the Sustainability strategy of legacy Glatfelter, Mount Holly, and Jacob Holm to align goals, priorities and capabilities at an enterprise level.

Glatfelter’s ESG Steering Committee is responsible for setting the sustainability/ESG strategy for the Company and providing implementation support to the business and individual facilities. The ESG Steering Committee is composed of members from Legal, Investor Relations, Human Resources, Supply Chain, Finance, Marketing/Business Development, Product Innovation, and EHS (Environmental, Health & Safety) to encourage cross-functional insight and expertise. The ESG Steering Committee reports to the CEO and also provides ESG updates to the NCG Committee, which has oversight for ESG, at least bi-annually. The Board also receives an annual update on EHS progress.

Environmental Initiative

~~Glatfelter’s~~

Glatfelter is committed to operating as a responsible steward of the environment and creating a more sustainable world for future generations. As stated in our Environmental Policy, our concern for the environment guides everything we do in our business. The Environmental Policy further 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~~strives to ~~operating as a responsible steward of the environment and delivering~~deliver 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~~

Glatfelter focuses its 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~~energy-efficient processes, and ~~waste.~~

waste reduction.

Natural resource management: Natural materials are the most significant feedstock in our manufacturing processes. 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~~monitors its farmers and traders to ensure they follow local compliance requirements and Glatfelter’s Supplier Code of Conduct. We also partner with the Rainforest ~~Alliance~~Alliance™ and Sustainable ~~Agriculture~~Agricultural Network ~~standards~~ to ensure ~~responsible harvesting~~abaca farms meet both groups’ standards for environmental, social, and ~~ongoing replanting of this “super fiber” in the Philippines.~~economic sustainability.

~~Our~~


2022 PROXY STATEMENT ›			43


SUSTAINABILITY

Water is a significant natural resource input for our Composite Fibers ~~business in Europe uses water to produce its products, which~~and Spunlace businesses. Water is ~~reused and recycled~~used within the manufacturing process, ~~and~~ for equipment ~~cleaning. Each~~cleaning and in a few cases, for cooling purposes. Apart from the cooling water, all water used in our manufacturing process is recycled at least once. For water that can no longer be used in the manufacturing process, each manufacturing facility has a dedicated ~~waste water~~wastewater treatment ~~plant~~process to remove solids and biodegradable materials to ensure that the final effluent discharged back into the water system meets or exceeds ~~permit~~regulatory requirements. We also seek to identify manufacturing efficiency measures that reduce the amount of water required. We regularly discuss water-related risks with public officials and local authorities. Our Airlaid Materials products are manufactured with a dry forming ~~process.~~process where water is not a significant natural resource. Overall, our operations used ~~69.5~~69.8 m3 of water per tonne of production in ~~2019.~~

2021.

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, in 2021 direct energy ~~still accounts~~spend accounted for ~~up to 10%~~low double-digit percentage of our cost of goods sold, and we seek to drive efficiencies through equipment upgrades and process improvements, where ~~feasible.~~feasible. Five of our European sites ~~have~~comply with 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~~At several of ~~formal industry agreements with~~our Composite Fibers facilities, we produce a significant amount of electricity through co-generation, which produces useful heat that can be used in 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 citymanufacturing process. In 2021, a total of ~~Gaggenau to add two additional water turbines that will increase the capacity to generate sustainable energy. In~~

~~2019,~~70,445 megawatt hours of electricity was produced by co-generation and our operations consumed ~~1.524~~1.55 megawatt hours of electricity per tonne of production. ~~A total of 65,800 megawatt hours of electricity was produced by cogeneration at several~~Approximately 86% of our ~~Composite Fibers facilities, which also provides steam~~consumed electricity came from the grid in 2021. We continue to look for opportunities to drive efficiencies and reduce our use ~~in our manufacturing facilities.~~

of nonrenewable energy.

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.~~efficiency across our operations. In addition to using the ~~cogeneration~~co-generation process and complying with ISO 50001, other efforts include ~~participating in climate change agreements to drive~~driving improvements in efficiency and investing in more efficient equipment and processes, such as variable speed drives on motors, improved heat recovery, installation of LED lighting, and better control processes. Our greenhouse gas emissions in ~~2019~~2021 were ~~0.623~~0.61 tonnes per metric tonne of production, which represents approximately ~~a 1% decrease over~~ the ~~previous year.~~same performance as 2020.

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.~~and cost effectiveness, while reducing our environmental impact. We have had waste reduction and recycling success in ~~both~~all three of our ~~Composite Fibers and Airlaid Materials~~business segments. For example, a significant volume of off-spec material in Composite Fibers is used for lower-grade applications. In Airlaid Materials, we ~~achieved~~strive for zero waste to landfill ~~for two consecutive quarters~~ by recycling materials and finding buyers who ~~valued~~value our byproducts’ high-absorbency performance. In Spunlace, technology-based engineering improvements were implemented to ensure greater precision and significantly reduced manufacturing waste. Overall, we have dedicated resources focused on repurposing our by-products across all three segments. We also have general business waste recycling efforts in place at our corporate headquarters and several of our major locations.

~~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~~environment of elevated sustainability awareness. We collaborate and work directly with our customers to help ~~customers~~them achieve their sustainability goals and demonstrate their environmental commitments to their customers.

To capitalize on these opportunities, we are focused inon 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, bysuch as replacing oil-based plastic ingredients with recycled polymers or plant-based ~~materials that provide~~materials. These developments consider a product’s end of life, providing improved recyclability, biodegradability, and ~~compostability~~

compostability.

Environmentally responsible ~~products~~: products:~~Natural~~ Plant-based materials are the most significant raw material input in all our products. In fact, an average of 60% to 80% of our Airlaid Materials and Composite Fibers product content is ~~natural~~wood-based cellulose fiber, ~~which compares very favorably to products that have more synthetic content. In~~with many containing 100% plant-based materials. Any remaining materials in our products ~~the remaining materials~~ consist of a combination of binders, coatings, and adhesives – some of which are derived from ~~oil and/~~petroleum products. In our Spunlace segment, plant-based fibers represent the primary input for most products. Our proprietary airlaid-hydroentangled technology allows the production of products that are highly dispersible and are typically ranked as best-in-class solutions in terms of performance and flush-ability and dispersibility in personal care applications. A blend of plant-based and polymer-based fibers characterizes the portfolio directed to industrial and healthcare or ~~are plastic-based.~~institutional customers, where high performance is paramount and the disposal of the products after use happens in a regulated environment. Our proprietary Sontara® process technology ensures the performance of these products for highly engineered applications is unparalleled. 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).suppliers in all our segments.


2022 PROXY STATEMENT ›			44


SUSTAINABILITY

Innovation: Sustainability considerations have consistently been part of every new product development program at Glatfelter. Our ~~R&D~~research and development (R&D) scientists and product developers are actively and systematically evaluating ideas for products and applications that have a ~~lesser~~smaller environmental ~~footprint.~~impact. This includes ways to further reduce the use of virgin plastics in our finished goods, including increasing bio-based content in wipes, ~~table top~~tabletop, 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.~~

marketplace.

Through the acquisition of the Spunlace business, we now have a leading position as a nonwoven supplier of Personal Protective Equipment (PPE) to various critical first responders, from nurses and doctors using spunlace drapes, gowns, and other protective equipment, to fire fighters using fire blocking equipment containing Sontara® high performance nonwovens.

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~~We have ~~identified~~ three ~~priority areas:~~areas of focus in the “S” pillar: (1) Occupational Health and Safety; (2) Product Safety and Quality; and (3) Community and Employee Engagement.

Occupational Health and Safety

We view health and safety as everyone’s responsibility and involve all employees at every level of the organization in our programs.

Safety first: Glatfelter facilities are striving to be ~~“injury-free~~“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~~fifteen manufacturing facilities and one of our specialty fiber facilities are third-party certified under the Occupational Health and Safety ~~Assessment Series (OHSAS 18001) standards.~~management standard ISO 45001.

Safety performance: We track multiple critical safety metrics, including total case incident rate (TCIR)~~. Since the October 2018 disposition~~ to encourage and ensure continuous improvement and mitigation of ~~our Specialty Papers assets,~~potential safety risks. In recent years, Glatfelter’s TCIR has consistently ranked in the top quartile of safety performance in our industry. ~~Glatfelter’s~~For 2021, Glatfelter continued to deliver top quartile safety performance with a TCIR ~~for 2019 was 0.74 which is approximately 15% lower than in 2018 and a 22% improvement over 2017.~~of 0.94. 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~~A number of our facilities have multi-year incident free records demonstrating excellent continuing safety performance.

Product Safety and Quality

~~Compliance:~~

People around the world rely on Glatfelter’s solutions for their most important daily needs – from their morning cup of coffee or tea to the cleaning wipes used to keep their families healthy. We ~~are committed to ensuring~~take pride in our role in Enhancing Everyday Life®.

Compliance: Ensuring a consistent, high level of product safety and quality ~~compliance, which~~ is critical given our leading ~~market position~~positions in several food-grade, ~~and~~ personal hygiene, ~~products.~~and medical categories. Our regulatory obligations ~~in this area~~with various products 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~~or exceed product safety requirements and quality specifications.
For the third consecutive year, the Company had no product recalls due to product safety or quality concerns.

~~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 as outlined in Glatfelter’s Supplier Code of Conduct and Glatfelter’s Human Rights Policy, 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, compliance, and quality. ~~We conduct in-person~~ ~~audits of key suppliers’ production and warehousing facilities.~~

Community and Employee Engagement

Glatfelter owes its success in large part to the dedication of its employees and support from the communities where we operate. We aim to provide current and potential employees around the globe with good paying jobs and meaningful work, close to home.


2022 PROXY STATEMENT ›			45


SUSTAINABILITY

Community: Glatfelter has a long history of ~~engaging with and supporting~~positively impacting our local communities and groups 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,~~entities, community leaders, business partners, and nonprofit and volunteer organizations. ~~In early 2020, we announced plans~~We focus our support for nonprofit giving in four key areas: Education, Civic, Environment, and Arts and Culture. Our leadership team encourages each business location to ~~relocate~~identify and support local initiatives in these four areas. After moving our corporate headquarters from York, Pennsylvania, to Charlotte, North ~~Carolina. In making this move,~~Carolina in 2020, we are committed to having a ~~thoughtful and planned transition in York and we intend to be an active and engaged corporate citizen~~meaningful, sustained impact in the Charlotte metropolitan ~~business community.~~community, as well as other communities and regions where we operate.

Employees: Glatfelter ~~PEOPLE~~people are ~~a critical~~an essential 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 always working to implement and integrate enterprise-level systems for talent attraction, career development, and training. We are a global company ~~that embraces~~embracing different cultures and backgrounds. Our ~~PEOPLE,~~people, including our ~~management~~Management team, are ~~diverse – as we~~diverse. We rely on in-country hiring for both salaried and production positions to ~~make sure~~ensure we are aligned with local laws and culture. Additional details of our employee engagement initiatives are provided in the Human Capital Management section.

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~~the Glatfelter Code of Business Conduct, and a variety of policies and ~~principles.~~principles, including a new specific policy demonstrating our commitment to human rights. Our “G” priorities are: (1) Corporate Governance; and (2) Ethics and Integrity.

Corporate ~~Governance~~ Governance: Our ~~Board members~~commitment to sustainability and responsible corporate practice begins with our Board. As discussed elsewhere in this proxy statement, our directors have a ~~diversity~~varied and balanced combination of ~~experience~~backgrounds and experiences that ~~spans~~span 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~~The slate of director ~~which provided our Board with 22%~~nominees has 25% gender ~~diversity. As discussed elsewhere in this proxy statement, six~~diversity and 12.5% racial/ethnic diversity. Four of our ~~nine~~eight director nominees ~~have~~have environmental/sustainability skills and experience, and all Board members have skills and experience in corporate governance, compliance, and risk management. ~~Eight~~In 2020, the Board determined that the NCG Committee should have ultimate oversight of ~~our nine directors standing~~ESG for ~~election meet~~ the ~~criteria to be considered “independent,” as defined by our stock exchange.~~Company, although each Board committee has identified ESG responsibilities incorporated into their respective committee charters. The Board received several reports from Management in 2021 on ESG-related matters.

Ethics and ~~Integrity~~Integrity: ~~Our~~Glatfelter’s 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~~a high-integrity company. The Glatfelter Code of Business ~~Conduct. Our Code defines the expectations and behaviors necessary for living up to~~Conduct aligns with our Core Values of Integrity, Financial Discipline, Mutual Respect, Customer Focus, Environmental Responsibility, and Social ~~Responsibility.~~Responsibility, and defines appropriate conduct and behaviors for our organization and conducting business. Every quarter, we provide compliance and ethics training for salaried ~~employees.~~employees, who are required to pass a test with a score of 80% or better to complete the training. We expect, and regularly achieve, 100% participation in the training by the completion ~~deadline,~~deadline.

As we rely more and ~~following~~more upon electronic systems to conduct our business, cyber-security and protection of the ~~training, we require~~Company's information and personal data has grown in importance. To address the human element of data protection, our employees complete information security and compliance training annually. Additionally, employees are subject to ~~pass~~intermittent phishing tests throughout the year that can result in supplemental training for those who do not take the appropriate actions.

We have controls in place for our employees and outside partners to report and address critical concerns. Our Integrity Helpline provides a ~~test~~free, anonymous, and confidential way to make a report and is available 24 hours a day, seven days a week in multiple languages to support our global population. Concerns may also be shared directly with our Legal Department or the Audit Committee Chair.

In 2020, we officially adopted and published our Human Rights Policy, which expanded on the human rights language that has been part of the Glatfelter Code of Business Conduct and other employment policies for years. This policy demonstrates our commitment to ensure our business and supply chain adhere to high ethical standards to protect human rights. Our Human Rights Policy covers a ~~score~~range of ~~80%~~topics including safety and health, prohibition of child labor, diversity/equal opportunity, and the right to water.


2022 PROXY STATEMENT ›			46


Human Capital Management

Our business is guided by our diverse Board of Directors and Management team comprised of leaders with extensive business and industry experience. Additional information on our leadership team is set forth within our 2021 Form 10-K for the fiscal year ended December 31, 2021 under the caption “Executive Officers.” As of December 31, 2021, we employed approximately 3,250 people worldwide, the substantial majority of whom are skilled personnel responsible for the production and commercialization of our composite fibers, airlaid materials, and spunlace products. Our facilities are a continuous flow manufacturing operation with approximately 61% of our employees represented by local works councils or ~~better.~~

trade unions in the European Union, the United Kingdom, Canada, and the Philippines.

The daily work of Glatfelter employees is rooted in the Company’s longstanding Code of Business Conduct and Core Values of Integrity, Financial Discipline, Mutual Respect, Customer Focus, Environmental Responsibility, and Social Responsibility. We understand how important it is to be a good neighbor, employer, and corporate citizen, as we aim to provide current and potential employees around the globe with good paying jobs and meaningful work, close to home.

Throughout 2021, we took several key actions to ensure ongoing business continuity in response to the continued impacts from the global pandemic and the highly-competitive labor market. Examples include the cultural integration of the acquisitions; retention of key Management; adoption of contemporary work arrangements including hybrid and remote constructs, where feasible; assessment of competitive production labor rates and compensation offerings; expansion of employee well-being programs; and progress with enhancing the Company’s culture of diversity and inclusion.

Employee Health and Safety

The safety, health, and overall well-being of our employees remain a top priority. We have a well-established safety management system aimed at sustaining our top-quartile industry safety performance. We regularly adapted our safety, hygiene, and communication protocols throughout our facilities in response to the ongoing COVID-19 pandemic. As a result, all our facilities have remained open so that we can be part of the essential workforce supporting global response efforts to the pandemic.

In 2021, we expanded our employee well-being program to include confidential mental health resources accessible to employees and their family members and we deployed management training to create additional awareness of the evolving needs of employees and the role of management for ensuring those needs are met.

We view health and safety as everyone’s responsibility and involve all employees at every level of the organization in our programs. Glatfelter facilities are striving to be “injury free every day” through the implementation of our Global Health & Safety Protocol, regulatory compliance, site-specific safety plans, safety resources and training, ongoing risk assessment, and a safety auditing program. We track multiple safety metrics to encourage and ensure continuous improvement and mitigation of potential safety risks.

Talent Attraction, Retention, and Development

Our employees make essential contributions to our success and ability to drive growth and innovation. Even as the organization has undertaken substantial change in recent years, our vision and Core Values remain the center of our steadfast compliant culture. We are always working to enhance our human resources programs by implementing and integrating enterprise-level processes for talent attraction, career development, and training. Creating a best-in-class, globally consistent process for these employee experiences has become even more important as part of our strategic transformation and highly-competitive labor market. Glatfelter’s Performance Management program is one of the key tools that we use to provide direction, coaching, performance feedback, and encouragement to motivate employees and improve overall individual and Company performance. This is done by linking employee goals, feedback, and rewards to key business objectives. This approach ensures we remain focused on generating value for our customers and shareholders.

Glatfelter supports its team by providing fair and competitive wages, comprehensive benefits, multi-faceted wellness programs, and other programs to enhance the lives of our employees. We regularly review our employee offerings to ensure we are positioned to attract, support, and retain world-class talent. In 2021, we expanded our Human Resources programs to include long-term flexible work arrangements for jobs that are conducive to working a combination of remotely and in the office, and an employee referral program for our U.S.-based production jobs.

~~2020~~


2022 PROXY STATEMENT ›			47


HUMAN CAPITAL MANAGEMENT

Employee Training

Training and professional growth are central to developing our workforce and driving long-term success for our organization. Global training encompasses a variety of programs, from apprenticeships and machine-specific skill development, grant-funded partnerships, Lean Six Sigma principles training, leadership development, and compliance training. To ensure we continue to have the necessary resources with the skills needed to support the production of increasingly sophisticated engineered materials, we invest in the development of skills required to operate our machinery, including operational apprenticeship programs in many of our global locations.

Diversity and Inclusion

We are a global company that encourages and embraces different cultures and backgrounds. Our employees, including our Management team, are diverse. Our facilities hire locally for leadership positions, as well as salaried and production positions at all levels. We strive to create an inclusive culture and provide opportunities for people of all backgrounds to share their unique viewpoints and contribute to our success. The global nature of our business helps drive our inclusive corporate environment, as we regularly collaborate with colleagues who have different backgrounds, ethnicities, and world views.

We are committed to ensuring our Company is diverse and an inclusive place to work, while also strengthening the communities in which we live. In 2021, we continued to enhance our current compliance training by adding content that reinforces the importance of a diverse, equitable and inclusive culture and we allocated 25% of our annual charitable giving budget to support community partners whose missions address social inequities and racial injustice.

Supporting Our Communities

Through philanthropy and volunteerism, Glatfelter positively impacts many communities and groups across our footprint. We believe that supporting our communities not only involves financial contributions, but also extends to partnering with community organizations, giving time and talent to those who need our help, and supporting causes important to Glatfelter people. We focus our support for nonprofit organizations in four key areas:

~~PROXY STATEMENT~~ › 28

~~Executive C~~1.~~ompensation~~Education: We encourage the development of knowledge for individuals and application of knowledge for the betterment of society.

2.Civic: We engage in challenges and opportunities that impact the local community, and, where possible, we find opportunities to lead by example.

3.Environment: We support programs that protect and conserve the natural environment, including critical habitats and waterways.

4.Arts and Culture: We recognize the importance of experiences with culture and the arts and help enhance the participation and exposure for local programs.

The Glatfelter leadership team encourages each site to identify and support local initiatives in these four key areas. Employees are encouraged to participate in Glatfelter’s Charitable Giving program and request support for local nonprofit organizations that are important to them and reflect the Company’s Core Values and community priorities.

In 2021, Glatfelter recorded donations of approximately $100,150 to 19 organizations in communities where we operate and whose mission is aligned to the four key areas. An additional $42,000 was donated to four non-profit organizations with social justice missions.

Also, Glatfelter is proud to be partnering with Aakar Innovations (“Aakar”) on a joint project to supply repurposed material to be converted into menstrual hygiene products in India by village level entrepreneurs. This ongoing joint project supports raising awareness and increasing access to products for menstrual hygiene management in India and the surrounding regions. The project also supports small micro-enterprises in small towns producing pads and creating sustainable employment for rural women.

An initial pilot volume completed in December 2021 provided over 150,000 pads to individuals in the coastal village of Adgaon, India. The material has ensured 1,500 local girls and women are period secure for one year. In the planned scale-up phase, the project will aim to increase its impact and direct a consistent supply of repurposed material away from landfills and towards reducing period poverty in this developing region.

In the Philippines, we facilitate an abaca sustainability initiative aimed at improving people’s lives. Since its inception, the program has offered agricultural education, training, and certification coordination for hundreds of local farmers, and it has established and supported a women’s handicraft group. Glatfelter’s Philippines team has also donated water, food, and personal hygiene supplies to the Marawi Relief Operation and Relief Center.


2022 PROXY STATEMENT ›			48


Executive Compensation

Compensation Discussion and Analysis


Highlights	Introduction	29 49
	Say-on-Pay Vote	29 49
	Executive Summary	29 49
What We Pay and Why	Compensation Programs	33 53
	Target Pay Mix	36 55
	Perquisites	42 63
	Post-Employment Compensation	42 63
Policies and Practices	Additional Compensation Policies and Practices	44 64
	Role of the Compensation Committee and Consultant Independence	46 65

~~INTRODUCTION~~


INTRODUCTION

This Compensation Discussion and Analysis (“CD&A”) describes the Company’s executive compensation philosophy and programs, the ~~2019~~2021 compensation decisions made by the Compensation Committee and the factors influencing its decisions.

The CD&A focuses on the compensation of the following ~~2019 named executive officers (“NEOs”):~~2021 NEOs:

•

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

•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,~~•Wolfgang Laures, Senior Vice President (“SVP”), Integrated Global Supply Chain and Information Technology

•Eileen L. Beck, Vice President (“VP”), ~~Finance~~Global Human Resources and ~~Chief Accounting Officer~~

Administration

•	~~Joseph J. Zakutney,~~ ~~Vice President (“VP”), Global Business Services and Chief Information Officer~~
SAY-ON-PAY VOTE

~~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~~2021 Annual Meeting of Shareholders, with ~~98.3%~~98% of the shares voting in favor of the Company’s NEO compensation. ~~The~~In determining 2021 compensation, the Compensation Committee considered the outcomes of the Say-on-Pay vote and built upon the actions taken in ~~2018 following extensive shareholder outreach,~~2019 and 2020 by continuing to evaluate the Company’s executive compensation ~~program~~programs to ensure alignment with the Company’s long-term strategy and shareholder expectations. ~~In 2019,~~We value our shareholders’ feedback and will continue to review and take into consideration the ~~Compensation Committee engaged in a detailed assessment~~results 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.

our Say-on-Pay proposals.

EXECUTIVE SUMMARY

~~2019~~

2021 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, in conjunction with Management, leveraged ~~the~~Glatfelter’s ongoing business transformation and ~~shift to the functional operating model~~events from 2021 to further align the Company’s ~~compensation~~Human Resources programs with market-competitive offerings ~~to ensure~~aimed at ensuring the programs remain relevant and ~~cost~~cost-competitive given the evolving dynamics of the global workforce. The Compensation Committee discussed actions taken by Management to ensure ongoing business continuity in response to the continued impacts from the global pandemic and the highly-competitive labor market, examples of which include the cultural integration of the acquisitions, retention of key Management, adoption of contemporary work arrangements, including hybrid and remote constructs where feasible, assessment of competitive ~~based on~~production labor rates and compensation offerings, expansion of employee well-being programs, and progress with enhancing the Company’s ~~current scale as we continue~~culture of diversity and inclusion.

The Compensation Committee approved several key changes to ~~execute~~ the ~~transformation. The Committee’s assessment primarily focused on the long-standing legacy pension programs which resulted in several meaningful actions:~~

executive compensation program, including:

	•
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.2022 PROXY STATEMENT ›			49

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.

~~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.
EXECUTIVE COMPENSATION

~~Maintained the use of a cumulative three-year relative Total Shareholder Return (“TSR”) modifier for earning performance shares under the long term incentive program~~•Updating the Company’s peer group for 2021 compensation decisions to include size-appropriate peer companies that share common industry and financial characteristics and compete for executive and employee talent.

•Adjusting certain key design elements to ensure our short- and long-term incentive programs remain aligned with the interests of stakeholders and are tied to the Company’s annual operating budget for the short-term incentive plan and 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~~plan for the long-term incentive plan. Guided by input from the compensation consultant and a review of ~~transition.~~

market practices, the Compensation Committee made changes that were tailored to the achievement of financial and operational goals with an emphasis on generating revenue, managing cash flow, achieving return on capital commensurate with our growth strategy, and meaningful relative total shareholder returns.

◦The use of Adjusted EBITDA in lieu of Operating Net Income for purposes of measuring short-term incentive performance aligns Management to a metric that is more clearly tied to the valuation of the business, eliminates the impact of a volatile corporate tax rate, and reinforces Management’s interests in aligning with the shareholders’ focus on generating revenue.

◦The use of ROCE and relative Total Shareholder Return (“TSR”) for purposes of measuring Management’s long-term incentive performance further reinforces the focus on return of capital and generating total shareholder returns given the Company’s multi-year growth strategy.

~~2019~~


2022 PROXY STATEMENT ›			50


EXECUTIVE COMPENSATION

2021 Compensation Overview

The elements of our executive compensation programs for ~~2019~~2021 included base salary, ~~short-~~short-term incentive cash compensation and long-term ~~incentives,~~incentive equity compensation, 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~~NEO’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~~NEOs for achieving annual financial results
Long-Term Incentives (“LTI”)	Performance Share Awards (“PSAs”)	Variable pay motivates and rewards ~~executives~~NEOs for achieving cumulative business and financial results derived from the Company’s strategic plan; directly aligns Management’s interests with shareholders’ interests
	Restricted Stock Units (“RSUs”)	Promotes retention of key ~~executives~~NEOs that is aligned with Company stock price and supports execution of the Company’s strategic plan
Other Benefits	401(k) plan, non-qualified deferred compensation 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.~~ perquisites	Market-competitive offerings to attract and retain ~~high caliber~~high-caliber executive talent

~~2020~~ ~~PROXY STATEMENT~~ › 30

~~EXECUTIVE COMPENSATION~~

~~2019~~2021 CEO Compensation Highlights

Each year, the Board conducts an annual performance evaluation of the CEO’s performance for the prior business cycle. As a result of this annual performance evaluation, Mr. Parrini’s base salary ~~and his target short-term incentive plan payout were not~~was increased for ~~2019.~~2021 consistent with benchmarking and based on his ongoing leadership in transforming the business and successfully delivering the Company’s performance. Mr. Parrini’s short-term incentive plan payout for ~~2019~~2021 was earned at ~~104.9%~~79.1% of target ~~payout~~ based on the Company’s ~~over-attainment~~attainment of the combined ~~Operating Net Income~~Adjusted EBITDA and Adjusted Free Cash Flow performance ~~goals.~~

goals described on page 56.

While Mr. ~~Parrini received a FY 2019~~Parrini’s target annual short-term incentive was not adjusted, his long-term incentive ~~grant~~opportunity was increased by 12.9%, placing him just over the 50th percentile of market. The fiscal 2021 long-term incentive award opportunity is comprised of 60% performance ~~share awards~~PSAs and 40% ~~restricted stock awards.~~time-based RSUs. The ~~performance share awards~~PSAs will vest based on achievement of pre-determined performance goals tied to Return on Capital Employed ~~EBITDA~~(“ROCE”) and a three-year relative TSR absolute metric. The RSUs cliff vest at the end of a three-year ~~TSR.~~

period.

As part of the corporate headquarters relocation to Charlotte, North Carolina, Mr. Parrini ~~turned age 55 in September 2019 and became eligible~~continued to receive aspects of his ~~early retirement accrued pension~~relocation benefits, ~~under the Company’s long-standing~~ ~~U.S. qualified pension plan~~ ~~in the event he elected to retire~~which were carried over 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 to2020 given the ongoing ~~success of~~impacts from 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~~COVID-19 pandemic.

2021 NEO Compensation Overview and Highlights

~~Several~~

2021 was an important year of progress for Glatfelter as we continued to align senior leadership ~~changes occurred in 2019 as part of our migration~~ to ~~the functional operating model. The roles of Chief Financial Officer~~focus on driving growth and Vice President, Corporate Development and 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, Composite Fibers, left the Company effective September 30, 2019 and this role was not replaced.

sustainable profitability through completing two meaningful acquisitions, amidst a very challenging environment.

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

•Base salaries: ~~There~~Salary increases ranging between 3%-5% were ~~no annual base salary increases for 2019~~awarded effective February 1, 2021, consistent with benchmarking and in acknowledgement of the ~~exception of Messrs. Hillard and Astley who were each provided a salary increase to recognize their promotions and expanded responsibilities.~~NEO’s role in driving the Company’s business transformation.

•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”)~~Adjusted EBITDA and Adjusted Free Cash


2022 PROXY STATEMENT ›			51


EXECUTIVE COMPENSATION

Flow performance targets to encourage the ~~executives~~NEOs 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~~2021.

–The combined result for corporate Adjusted EBITDA and Adjusted Free Cash Flow yielded a ~~10-percentage point target increase to align with his new responsibilities as CFO. Messrs. Jacunski and Rapp received a payment in lieu~~payout of ~~2019 bonus~~79.1% based on the ~~terms~~Company’s attainment of ~~their separation agreements.~~

o

~~Financial performance and payout results:~~

The combined result for Corporate ONI and Free Cash Flow yielded a payout of 104.9% based on the company’s over-attainment of the combined ONI and Free Cash Flow performance in relationship to the targets established by the Committee at the start of 2019.

Results for business unit operating profits (AMBU & CFBU) fell below their respective targets. As a result, the NEO who was measured on a combination of Corporate and business unit results (Mr. Astley), received an STI payout below target (87.8%).

the performance targets established by the Compensation Committee at the start of 2021.

~~2020~~ ~~PROXY STATEMENT~~•Long-term Incentives (“LTI”): The Company provided all NEOs with market-competitive equity awards. The long-term incentive program (“LTIP”) is primarily performance-based. Under the annual LTIP grants, 60% of an NEO’s equity value (at target) is awarded in PSAs tied directly to the achievement of ROCE and relative TSR performance goals derived from the Company’s strategic plan. The remaining value (40%) is awarded in time-vested RSUs.

–PSAs have a three-year vesting period and provide an opportunity to receive shares of Company common stock contingent upon the achievement of a two-year performance goal tied to ROCE, weighted 70%, and a three-year TSR metric relative to the S&P Small Cap 600 Index, weighted 30%.

–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.

–For the PSAs granted in 2019, a payout of 50.4% of target was achieved based on the Company’s two-year average ROCE and cumulative EBITDA performance during the period ended December 31, 2020. A three-year relative TSR modifier applies to the PSAs granted in 2019 based on relative TSR performance through December 31, 2021, and the PSAs required service through December 31, 2021 for vesting. The Company’s cumulative TSR for the performance cycle was 98.5% which ranked at the 72.8th percentile. No modification to the earned performance shares was warranted based on the three-year relative TSR outcome. The final payout percentage for the PSAs granted in 2019 was 50.4% of target.

–For the PSAs granted in 2020, a potential payout of 53.6% of target was achieved based on the Company’s two-year average ROCE and cumulative EBITDA performance during the two-year period ended December 31, 2021. The foregoing potential payout is subject to adjustment based on a three-year relative TSR modifier for the 2020-2022 period and continued service through December 31, 2022 for vesting.

• › 31

~~EXECUTIVE COMPENSATION~~

•

~~Long-term incentives (“LTI”):~~ The Company provided all NEOs with market-competitive equity awards tied to long-term performance measures derived from the Company’s 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 primarily performance-based. Under the annual LTIP grants, 60% of a NEO’s equity value (at target) is awarded in PSAs tied directly to the achievement of Return on Capital Employed (“ROCE”) and EBITDA goals. The remaining value (40%) is in time-vested RSUs.

o

PSAs 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 ROCE and cumulative EBITDA and excluding unusual items. A three-year relative cumulative TSR modifier relative to the S&P Small Cap 600 Index applied at the end of the performance period.

o

~~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.~~

o

The PSAs granted in 2017, which vested at the end of the three-year period on December 31, 2019, resulted in a 50.5% payout as 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 a TSR modifier.

o

For the PSAs granted in 2018, which are earned based on average ROCE and cumulative EBITDA 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 TSR modifier applies to this grant based on TSR through December 31, 2020 and the PSAs require service through December 31, 2020 for vesting.

o

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. Parrini received a one-time retention grant of 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 three-year cliff vesting schedule.

Retirement Programs:

–The Company ~~made significant changes to its retirement programs~~maintains a qualified 401(k) plan, which includes a discretionary Company contribution on eligible earnings (base salary and earned annual short-term incentive). The Company contribution for 2021 was 10% of earnings, capped at the required Internal Revenue Code of 1986, as amended (the “Code”) limits, and administered consistent with the Code requirements for allocating excess pension assets received by the 401(k) plan upon termination of the Company’s Retirement Plan in 2019.

–The Company maintains a non-qualified deferred compensation plan (“NQDCP”) that aligns with contemporary market practice, to replace the Supplemental Executive Retirement Plan (“SERP”) that was frozen effective December 31, 2019. The NQDCP coordinates with the Company’s 401(k) plan and participants will receive a Company contribution of up to 7% on earnings in excess of the annual Code earnings limit. Accrued benefits from the frozen SERP were converted to opening balances under the new NQDCP as of January 1, 2020, which will be credited with a market rate of interest until distribution.

–In Switzerland, a defined contribution plan was implemented for all Swiss employees, which provides the mandatory minimum contribution rates based on age, paid 50% by the employer and 50% by the employee.

•Relocation Benefits: In 2020, the Company operationalized the corporate headquarters office in Charlotte, North Carolina and commenced the relocation of several senior executives. In preparation for these relocations, the Compensation Committee engaged the Company’s third-party relocation administrator to

	o	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.
2022 PROXY STATEMENT ›			52

	o	~~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.~~
EXECUTIVE COMPENSATION

review the relocation program and benefit coverage to ensure that the relocation benefits were market competitive.

–In 2021, Mr. Astley and Ms. Beck completed their individual relocations. Mr. Parrini’s relocation will continue into 2022, after such relocation plans were delayed as a result of certain supply chain disruptions in the real estate market caused by COVID-19 in 2021.

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


COMPENSATION PROGRAMS

~~2020~~ ~~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:

Pay for Performance

Pay at Risk

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 tied to the Company’s financial performance

Requiring executives to own a meaningful personal stake in the Company

��

Overview

~~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 of Integrity, Financial Discipline, Mutual Respect, Customer Focus, ~~and~~ Environmental Responsibility, and Social Responsibility. The Compensation Committee recommends approval of the Company’s compensation philosophy to the Board and oversees the compensation programs for the NEOs and other executive officers of the Company. All compensation decisions impacting the Chief Executive Officer are 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~~short- and long-term incentives, retirement and other benefits, and minimal perquisites. The Company’s executive compensation programs generally target total compensation at a reasonable range around the size-adjusted 50th percentile of the 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 reviews the incentive plans annually, as discussed in the Risk Oversight section of this proxy statement, to determine whether they present undue risk to the Company.

Based on this review of the incentive plans and input from the independent compensation consultant, the Compensation Committee determined that the Company’s compensation policies and practices are not reasonably likely to have a material adverse impact on the Company.


2022 PROXY STATEMENT ›			53


EXECUTIVE COMPENSATION

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”~~(the “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 or other executive officers to attend portions of its meetings; however, the Compensation Committee 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 NEO and Company performance, and the Company’s succession planning when making compensation decisions for each NEO.

Consistent with the prior year, the Compensation Committee continued to retain the services of Meridian ~~Compensation Partners, LLC (“Meridian”)~~ as the Consultant during ~~2019.~~ 2021.

The role of the Consultant is to assist with:

•providing competitive compensation market ~~data;~~

data

•assessing the competitiveness of the executive compensation ~~programs;~~

programs

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

conditions

•advising the Compensation Committee on:

o

~~the level of each NEO’s compensation;~~

–the level of each NEO’s compensation

o

~~composition of the compensation peer group;~~

–composition of the compensation peer group

o

~~incentive plan performance metrics and design;~~

–incentive plan performance metrics and design

o

~~external trends and regulatory developments;~~

–external trends and regulatory developments

o

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

–revisions or additions to the Company’s executive compensation policies

o

~~Say-on-Pay guidance and input.~~

–Say-on-Pay guidance and input

Compensation Peer Group and Benchmarking Process

To determine market levels, the Company targets a reasonable range around the size-adjusted 50th percentile of the Company’s peer group

companies (“2021 Compensation Peer Group”), and the Compensation Committee reviews target total compensation for similarly situated executives from the 2021 Compensation Peer Group where data is available, as well as from multiple nationally-recognized compensation survey sources including:

•William H. Mercer’s Executive Compensation ~~Database;~~

Database

•Willis Towers Watson’s Executive Compensation ~~Database; and~~

Database


2022 PROXY STATEMENT ›			54

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


EXECUTIVE COMPENSATION

A market analysis is performed annually for the CEO and CFO and biennially for the remaining ~~executives,~~NEOs unless market conditions warrant a market study for additional executive roles for the year. For ~~2019~~2021 compensation decisions, the market review included the total compensation of the CEO and CFO, and all other NEOs.

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

in preparation for the 2021 compensation cycle and made changes appropriate to the current market. The new peer group used in 2021 is comprised of size-appropriate peer companies that share common industry and financial characteristics and compete with the Company for executive and employee talent.

The Compensation Committee ~~believes~~used the ~~current~~following companies in determining 2021 compensation:


2021 Compensation Peer Group(1)
Aptar Group, Inc.			Neenah, Inc.
Balchem Corporation*			PotlatchDeltic Corporation
Clearwater Paper Corporation			Quaker Chemical Corporation*
GCP Applied Technologies Inc.*			Rayonier Advanced Materials Inc.*
H.B. Fuller Company*			Rayonier Inc.
Innospec Inc.*			Resolute Forest Products, Inc.
Kaiser Aluminum Corporation*			Schweitzer-Mauduit International, Inc.
Lydall, Inc.(1)*			Tredegar Corporation*
Mercer International Inc.*			Verso Corporation*
Myers Industries, Inc.*

* New peer company

(1)Lydall, Inc. was ~~appropriate~~included for ~~2019~~purposes of peer group benchmarking in 2021 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 companies, the Compensation Committee targets consistency in the Company’s Compensation Peer Group to ensure it continues to reflect companies within its ~~industry for which the Company competes for talent.~~

acquisition was not yet finalized.

Recognizing that the median annual revenue of the Company’s 2021 Compensation Peer Group is greater than the Company’s ~~2019~~ annual revenue, the Company targets the size-adjusted revenue at the 50th percentile through regression analysis to determine appropriate market levels in setting competitive pay. The Compensation Committee believes the methodology of benchmarking pay to regressed peer compensation levels is a ~~widely-accepted~~widely accepted and appropriate methodology.

~~2020~~ ~~PROXY STATEMENT~~ › 34

~~EXECUTIVE COMPENSATION~~

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



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

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 business and for talent, and the Compensation Committee believes the statistical analyses used to size-adjust the data compensates for the 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 the group (which eliminates those companies with revenues over $5 billion) to ensure that these companies do not skew the overall results of the existing group.

~~2020~~ ~~PROXY STATEMENT~~ › 35

~~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 that an appropriate level of the ~~executives’~~NEO’s recurring target compensation is tied to Company performance. The Compensation Committee believes this approach is appropriate to provide year-over-year consistency in analyzing the pay mix when compared to the peer group.

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

~~CEO Compensation Mix~~

~~All Other NEO Average Compensation Mix~~

2022 PROXY STATEMENT ›

55


			EXECUTIVE COMPENSATION


Fixed 26% / At-Risk and Variable 74%									Fixed 42% / At-Risk and Variable 58%

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 reviewed and approved annually by the Compensation Committee and, in the case of the CEO, ratified 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~~

•Salary recommendations from the CEO for the NEOs other than ~~himself;~~

himself

•Company and individual NEO ~~performance;~~

performance

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

objectives

~~the~~

•The external competitiveness of the NEO’s ~~compensation;~~

compensation

~~Company executive~~•Executive succession ~~planning; and~~

planning

~~internal~~•Internal equity and retention ~~considerations.~~

considerations

~~There were no annual base~~In 2021, salary increases ~~for 2019~~were awarded effective February 1, 2021, and were consistent with benchmarking. The Compensation Committee believes that the ~~exception of Messrs. Hillard~~2021 salary increases were appropriate when compared to market, and ~~Astley whose roles expanded as part~~in light of the ~~functional operating model~~NEOs’ roles and ~~leadership changes. Messrs. Hillard and Astley were each provided a salary increase to recognize their promotions and expanded responsibilities, consistent with~~the value they provide in driving the overall business transformation. A key input into the Compensation Committee’s ~~benchmarking.~~

pay decisions for 2021 was the need for ongoing continuity of the existing Management team given the Company’s anticipated growth and recent acquisitions.

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%


NEO Base Salaries (Annualized)
NEO	2020 Base Salary (effective February 1, 2020)		2021 Base Salary (effective February 1, 2021)		% change
Parrini	$	1,018,176	$	1,050,000	3.1%
Hillard	$	401,250	$	421,313	5.0%
Astley	$	438,780	$	454,137	3.5%
Laures(1)	$	460,807	$	474,631	3.0%
Beck	$	315,180	$	324,635	3.0%

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

~~(2)~~ Mr. ~~Rapp’s~~Laures’s salary was paid in ~~Euros; average 2019~~CHF’s and converted to USD using an exchange rate ~~was 1.1196$/Euro.~~

of 1.0942 $/CHF.

~~2020~~ ~~PROXY STATEMENT~~ › 36

~~EXECUTIVE COMPENSATION~~

Short-Term Incentives: The Management Incentive Plan

The Company provides an annual 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 at the 50th percentile of the Company’ ~~Compensation Peer Group.~~compensation peer group. There were no changes to NEO target bonuses for ~~2019 except for Mr. Hillard, whose target was increased by 10 percentage points to recognize his promotion to CFO and align to market-competitive levels.~~

~~2019~~2021.


2022 PROXY STATEMENT ›			56


EXECUTIVE COMPENSATION

2021 NEO target bonus opportunities were as follows:

~~NEO MIP Target Bonus~~
~~NEO~~	~~2019 Target Bonus~~ ~~(as a percentage of 2019~~ ~~Base Salary)~~
~~Parrini~~	~~100%~~
~~Hillard~~	~~60%~~
~~Astley~~	~~55%~~
~~Elder~~	~~45%~~
~~Zakutney~~	~~45%~~
~~Jacunski~~	~~65%~~
~~Rapp~~	~~55%~~


NEO MIP Target Bonus
NEO	2020 Target Bonus (as a percentage of 2020 Base Salary)	2021 Target Bonus (as a percentage of 2021 Base Salary)
Parrini	100%	100%
Hillard	60%	60%
Astley	55%	55%
Laures	55%	55%
Beck	50%	50%

In February of 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.~~met with respect to the prior fiscal year. The Compensation Committee then decides whether, and if so, at what percentage level, to award bonuses to the ~~NEOs, and at what level.~~NEOs. The amount ultimately earned by the NEOs depends on the achievement of performance ~~metrics. The~~metrics; provided however, the Compensation Committee may in its discretion adjust downward any bonus of aan NEO ~~or other executive~~ based on ~~their~~its 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.

For ~~2019,~~2021, the Compensation Committee adopted aan MIP design ~~generally consistent~~that was weighted consistently with the design used in ~~2018~~2020 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% of ~~target.~~the target award. Performance below threshold levels results in a zero payout. ~~The 2019~~

Based on input from the Consultant and a review of market practices, the Compensation Committee changed the performance metrics utilized for the MIP ~~incorporated~~in 2021.

Previously, the MIP performance metrics were Operating Net Income (“ONI”) (weighted 80%) and Adjusted Free Cash Flow (weighted 20%). To ensure the alignment of the interests of stakeholders and tie the Company’s annual operating budget for the short-term incentive plan, the Compensation Committee adopted the following metrics for ~~our NEOs:~~

the 2021 MIP:

•Adjusted EBITDA (weighted 80%) - Adjusted EBITDA is defined as the Company’s revenues minus its costs, after excluding from such costs interest expense, taxes, depreciation, and amortization subject to adjustment as determined by the Compensation Committee.

•Adjusted Free Cash Flow (weighted 20%) - Adjusted Free Cash Flow is defined as cash flows from operations determined in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) less capital expenditures, adjusted to exclude spending related to strategic initiatives and certain other items as specified by the Compensation Committee.

•
~~ONI~~ 2022– (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. PROXY STATEMENT ›			57

•	~~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.
EXECUTIVE COMPENSATION

•

~~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 are intended to focus NEOs and other key ~~executives~~executive officers on generating earnings and effectively managing cash flow.

In ~~2019,~~2021, the performance metrics were weighted as follows for ~~the~~all NEOs:


~~Corporate Positions~~	~~Business Unit Positions~~

~~2020~~ ~~PROXY STATEMENT~~ › 37

~~EXECUTIVE COMPENSATION~~

The targeted performance levels of ~~ONI,~~Adjusted EBITDA and Adjusted Free Cash Flow ~~and business unit operating profit~~ were derived from the Company’s ~~2019~~2021 budgeted levels as approved by the Board. Developing the budget involves a variety of factors and assumptions, including the Company’s strategic planning process and an assessment of the future business environment. The Compensation Committee incorporates a requirement that the Company achieve minimum performance, ~~(“Threshold”)~~or the threshold, for each metric separately before any bonus may be earned on the respective portions of the overall award.

The Compensation Committee set a rigorous 2021 MIP ~~goals~~goal for ~~2019~~Adjusted EBITDA with ~~targets~~the target above the prior ~~year~~year’s actual results to emphasize the importance of year-over-year earnings growth. The 2021 financial target for Free Cash Flow was lower than the actual achievement in 2020 driven by budgeted capital expenditures for strategic projects and systems integrations; and estimated cash taxes driven by higher 2021 budgeted earnings including increased earnings expected in high tax jurisdictions. In setting performance goals for ~~2019,~~2021, the Compensation Committee considered, among other factors, expectations of projected growth in certain markets with a focus on engineered materials and the overall future business environment.

Throughout the year, the Compensation Committee assessed the impact of the ongoing COVID-19 pandemic and its impact to the business. All financial performance targets were established at the start of the year and maintained. No adjustments were made to lower the performance targets on account of the impacts from the global pandemic.

The following table outlines the approved threshold, target, and maximum payment opportunities and financial goals for the NEOs under the ~~2019~~2021 MIP, as well as the weighted payout results based on the performance metric weights.

NEO MIP Performance Metrics and Payout Levels

Plan Goals

2019 Results

Below Threshold (0% Payout)
Threshold
(50%
Payout)
Target
(100%
Payout)
Maximum
(200%
Payout)
Actual

Achievement
Factor

Weighted
MIP
Payout %

Achievement against Financial Goals

<   80%

       80%

    100%

     140%

Performance metric (millions)

Operating Net Income ⁽¹⁾

< $27.7

      $ 27.7

    $ 34.6

  $ 48.4

  $ 35.5

107%

104.9%

Free Cash Flow ⁽¹⁾

<   43.2

       43.2

     54.0

   75.5

   53.4

98%

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.~~


NEO MIP Performance Metrics and Payout Levels
	Plan Goals							2021 Results
	Below Threshold (0% Payout)	Threshold (50% Payout)		Target (100% Payout)		Maximum (200% Payout)		Actual		Achievement Factor	Weighted MIP Payout %
Achievement against Financial Goals	< 80%	80%		100%		140%
Performance metric (millions)
Adjusted EBITDA (1)	< $104.8	$	104.8	$	131.0	$	183.4	$	114.6	68.7%	79.1%
Adjusted Free Cash Flow (1)	< $52.0	$	52.0	$	65.0	$	91.0	$	70.3	120.3%

(1)NEO metric weighting: 80% Adjusted EBITDA and 20% Adjusted Free Cash Flow.

~~(2)~~	~~Business unit NEO metric weighting: 24% ONI, 6% Free Cash Flow, 70% Business Unit Operating Profit.~~
2022 PROXY STATEMENT ›			58


EXECUTIVE COMPENSATION

The ~~2019~~2021 MIP payouts earned for our NEOs are shown below: ~~Messrs. Jacunski~~


NEO MIP Payments
NEO	2021 Target Bonus (as a percentage of 2021 Base Salary)	Eligible Salary		2021 MIP Target Bonus		2021 MIP Payout Percent	2021 MIP Payout
Parrini	100%	$	1,050,000	$	1,050,000	79.1%	$	830,550
Hillard	60%	$	421,313	$	252,788	79.1%	$	199,956
Astley	55%	$	454,137	$	249,775	79.1%	$	197,573
Laures(1)	55%	$	474,631	$	261,048	79.1%	$	206,490
Beck	50%	$	324,635	$	162,318	79.1%	$	128,394

(1)Mr. Laures’s bonus is paid in CHF and ~~Rapp each received~~converted to USD using a ~~payment~~foreign exchange rate of 1.0942 $/CHF. Payment in ~~lieu of 2019 bonus as per the terms of their respective separation agreements with the Company, as described under “Executive Compensation Policies and Practices: Executive Severance Guidelines.”~~

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

local currency was 188,713 CHF.

1)

~~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.~~

2)

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.

~~2020~~ ~~PROXY STATEMENT~~ › 38

~~EXECUTIVE COMPENSATION~~

Long-Term Incentives:

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

~~The~~

Based on input from the Consultant and a review of market practices, the Compensation Committee revised the design of the Company’s ~~2019~~2021 LTIP ~~design was unchanged from 2018~~to ensure alignment of the interests of stakeholders and tie the Company’s annual operating budget for three-year strategic plan. Specifically, the Compensation Committee changed the performance metrics for the performance-based PSAs. Accordingly, the 2021 LTIP 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.~~ •Performance-based PSAs, which vest over three years based upon the achievement of a two-year performance goal tied to ROCE, weighted 70%, and a three-year TSR metric relative to the S&P Small Cap 600 Index, weighted 30%; and

•Time-based RSUs, which cliff vest after three years based on continued service.

PSAs comprise the majority of the total annual target grant date value at 60% of ~~the annual LTIP award~~such value, and the remaining 40% of the LTIP award value is granted as RSUs.


2022 PROXY STATEMENT ›			59


EXECUTIVE COMPENSATION

The ~~2019 annual~~2021 LTIP design is summarized below:


~~2019~~2021 LTIP
Equity Vehicle (Weight)	Compensation Opportunity	Financial Performance Metrics	Objective
PSAs (60%)	- –Ability to earn shares of Company common stock upon the attainment of a pre-established two-year performance ~~goals~~goal based on ROCE (January 1, ~~2019~~2021 through December 31, ~~2020), plus~~2022) and a three-year ~~cumulative~~relative TSR ~~modifier; vesting~~performance goal (January 1, 2021 through December 31, 2023). –Vesting occurs at the end of the three-year period, ~~assuming~~subject to continued employment. - –Threshold performance level: 60% achievement results in a 20% of target payout. - –Maximum performance level: 140% achievement results in a 200% of target payout.	- –Weighted ~~60%~~70% on average ROCE – two-year average. - –Weighted ~~40%~~30% on ~~cumulative adjusted EBITDA over two years.~~ ~~- Three-year~~the three-year relative TSR ~~modifier~~metric (S&P ~~SmallCap~~Small Cap 600 Index).	- –Align ~~executives’~~NEOs’ and shareholders’ interests to drive stock price appreciation. - –Drive long-term earnings growth and effective utilization of capital.
RSUs (40%)	- –Ability to earn shares of Company common stock based on continued employment over a three-year period. –Cliff vest at the end of the three-year period, subject to continued service.	- –Value increases as the Company stock price ~~increases and is not tied to the three-year relative TSR modifier.~~ increases.	- –Promote retention of ~~key executives~~NEOs to 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. TSR is a measure of financial performance, indicating the total amount a shareholder reaps from an investment. These metrics are appropriate due to the focus on efficient use of resources and longer-term profitability across the business, ~~units.~~

as well as aligning the interests of shareholders with those of the NEOs and rewarding for out-performance compared to peers.

PSAs have a two-year ~~ROCE/EBITDA~~ROCE 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~~relative TSR performance ~~period to receive the underlying shares. A~~period.The three-year relative TSR ~~modifier~~metric is measured against the S&P ~~SmallCap~~Small Cap 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~~ROCE performance period is appropriate for PSAs at this time, in order to give more accurate visibility to goal setting. In setting a two-year ROCE performance measurement ~~periods~~period for PSAs granted in ~~2019,~~2021, the

~~2020~~ ~~PROXY STATEMENT~~ › 39

~~EXECUTIVE COMPENSATION~~

Compensation Committee considered (1) the need to provide line-of-sight to incent ~~executives~~the NEOs to achieve capital productivity and earnings goals over the ~~longer-term~~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 a two-year ~~ROCE/EBITDA~~ROCE performance ~~goals, with~~goal and a ~~three- year~~three-year relative TSR ~~modifier and three years of time-based vesting (assuming achievement of the performance goals),~~metric, in order to promote sustained performance focus and encourage long-term retention.


2022 PROXY STATEMENT ›			60


EXECUTIVE COMPENSATION

Given ~~their~~its relationship to our annual operating plan and business strategy, the pre-established ROCE goal and ~~EBITDA goals and their~~its specific target ~~levels~~level for the ~~2019-2020~~2021-2022 performance period are confidential and commercially-sensitive information that we do not publicly 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 and could cause us substantial competitive harm. The ~~RSUs cliff-vest~~relative TSR metric is measured against the S&P Small Cap 600 Index at the end of athe three-year ~~period,~~performance period.

RSUs vest over three years, based on continued service. The Compensation Committee determined that three-year vesting is appropriate for RSUs because it aligns with the Company’s strategic planning cycle and supports retention.

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. 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 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 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 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 RSUs granted to the NEOs during ~~2019~~2021 were based on the NEOs’ overall responsibilities and individual performance, and information provided by the Consultant based on a market benchmarks for each position. The Compensation Committee determined to increase Mr. Parrini’s long-term incentive award for 2021 to align his award size to market, which was approximately 18% below market prior to the increase, and to further increase the percent of pay subject to performance.

The following table provides a summary of the RSU and PSA (at target) awards granted in ~~2019:~~

2021. No SOSARs were granted in 2021.


2021 LTI Grants (1)
			PSAs
NEO	Total Shares (2)	Time Based RSU's	Minimum Shares (0% payout below threshold)	Performance Share Target (100% payout)	Maximum Shares (200% payout at Maximum)
Parrini	111,843	47,103	—	64,740	129,480
Hillard	26,629	11,215	—	15,414	30,828
Astley	25,446	10,717	—	14,729	29,458
Laures	18,491	7,788	—	10,703	21,406
Beck	13,906	5,857	—	8,049	16,098

(1)Additional details regarding the NEOs’ 2021 LTI grants can be found in the Grants of Plan-Based Awards table on page 70.

(2)Total shares reflect the time-based RSUs and PSAs assuming target performance.

Vesting of Previous Performance Share Grants

Previously, the PSAs vested based on two-year performance goals tied to ROCE (weighted 60%) and EBITDA (weighted 40%), and were subject to a cumulative three-year relative TSR modifier. The relative TSR modifier applied a positive or negative 25% modifier if the Company’s TSR was in the first or fourth quartile, respectively, and the overall maximum payout was capped at 200%.

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’ 2019 LTI grants can be found in the Grants of Plan-Based Awards table.~~
2022 PROXY STATEMENT ›			61


EXECUTIVE COMPENSATION

~~(2)~~

~~Total shares reflect the time-based RSUs, one-time retention RSUs, and performance share awards assuming target performance.~~

~~2020~~ ~~PROXY STATEMENT~~ › 40

~~EXECUTIVE COMPENSATION~~

~~Vesting of Performance Share Grants~~

The chart below illustrates the overlapping performance cycles for ~~performance share awards.~~PSAs. Payouts for the ~~2018 and 2019~~2020 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
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~~

PSAs that were granted in ~~2017~~2019 vested on December 31, ~~2019~~2021, following the conclusion of a two-year performance period (ending December 31, ~~2018)~~2020), subject to adjustment based on a three-year cumulative relative TSR modifier for the 2019-2021 period and a three-year vesting requirement. Glatfelter was ranked in the 73rd percentile of S&P 600 Small Cap companies for shareholder returns; this achievement did not result in an adjustment to the earned performance shares.

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:


2019 Performance Goals
	ROCE - Weighted 60% (2-year average)	Adjusted EBITDA - Weighted 40% (2-year cumulative) (millions)
Maximum	8.3%	$371.3
Target	5.9%	$265.2
Threshold	3.5%	$159.1
Actual	4.9%	$226.3
Percent Achievement	28.0%	22.4%
Financial Performance	50.4%
3 year relative TSR Modifier result (1)	No Adjustment
Final Payout	50.4%

(1)Final payout did not result in an adjustment from 3-year relative TSR modifier.

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~~.


2022 PROXY STATEMENT ›			62


EXECUTIVE COMPENSATION

The resulting payouts from the ~~2017-2019~~2019-2021 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)~~


NEO Performance Shares Earned from 2019 Grant
NEO	Target Performance Shares	Payout (as a % of Target)	TSR Modifier	Actual Shares Awarded (1)
Parrini	71,292	50.4%	No Adjustment	39,733
Hillard	12,988	50.4%	No Adjustment	7,238
Astley	16,395	50.4%	No Adjustment	9,137
Laures(2)	-	-	-	-
Beck	10,007	50.4%	No Adjustment	5,577

~~(1)~~

~~Actual shares earned include dividends accrued during the performance period.~~

(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.~~

(2)Mr. Laures was not a participant until the 2020-2022 performance period based on hire date.

~~2020~~ ~~PROXY STATEMENT~~
› 41

~~EXECUTIVE COMPENSATION~~

For more information regarding the 2019 PSAs, see pages 39-40 of our proxy statement filed on March 31, 2020.

PSAs that were granted in ~~2018 were based~~2020 vest on ~~ROCE and EBITDA performance through~~ December 31, ~~2019 and are~~2022, following the conclusion of a two-year performance period (ending December 31, 2021), subject to adjustment based on a three-year cumulative relative TSR modifier for the 2020-2022 period ~~2018-2020.~~ and a three-year vesting requirement.

The following table ~~describes~~illustrates the pre-determined ROCE and Adjusted EBITDA performance goals, ~~for~~as well as the ~~two-year performance period (2018-2019),~~results and the potential payout ~~levels~~level based on actual ~~ROCE and EBIDTA~~ performance delivered during the two-year performance ~~period. The final~~period:


2020 Performance Goals(1)
	ROCE - Weighted 60% (three year average)	Cumulative Adjusted EBITDA - Weighted 40% (millions)
Maximum	7.8%	$350.6
Target	5.6%	$250.5
Threshold	3.3%	$150.3
Actual	4.4%	$230.1
Percent Achievement	23.3%	30.3%
Financial Performance	53.6%

(1)Final payout ~~amounts are~~is subject to ~~change~~adjustment based on ~~the three-year~~a 3-year cumulative relative TSR ~~modifier.~~

~~Payouts are also subject to time-based~~modifier for the 2020-2022 period and a 3-year 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.~~requirement.

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~~2020 PSAs, see ~~page 34~~pages 46-47 of our proxy statement filed on March ~~29, 2019.~~

~~EXECUTIVE COMPENSATION~~

31, 2021.

PERQUISITES

~~PERQUISITES~~

~~Perquisites at the~~The Company ~~are very limited.~~provides limited perquisites. The Compensation Committee believes perquisites should be a minimal part of executive compensation. ~~Perquisites include a club membership for~~ ~~Mr. 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.~~coverage in addition to relocation benefits coincident with the move of the corporate headquarters to Charlotte, North Carolina. Additionally, Mr. Parrini’s perquisites include a club membership. In preparation for the relocation to Charlotte, the Compensation Committee engaged the Company’s third-party relocation administrator to review the relocation program and benefit coverage to ensure that the relocation benefits were market competitive. The Compensation Committee determined that the relocation benefits were at market and appropriate. 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,~~2021, the Company provided a qualified ~~and non-qualified pension plans~~401(k) plan for U.S.-based employees and other arrangements for those outside of the ~~United States.~~

~~Under~~U.S.


2022 PROXY STATEMENT ›			63


EXECUTIVE COMPENSATION

Effective January 1, 2020, the ~~tax-qualified Glatfelter Retirement Plan (the Retirement Plan), eligible employees who were hired prior~~Company began offering the NQDCP 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~~replace the Supplemental Executive Retirement Plan ~~(SERP) and a Supplemental Management Pension Plan (SMPP). The SERP~~(“the SERP”), which 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 SERPfrozen 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~~NQDCP 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~~Executive officers can elect to defer compensation under the NQDCP. All of the NEOs, other than Mr. Laures, were participants in the NQDCP in 2021.

Information regarding the frozen SERP ~~were converted to opening balances~~balance is reflected in the Pension Benefits section on page 75. Information regarding Company contributions 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 serviceNQDCP is reflected in the ~~same form that~~Non-Qualified Deferred Compensation section on page 76. Please also refer to the ~~SERP~~Summary Compensation Table on page 68.

Mr. Laures participates in a Swiss defined contribution plan, which provides the mandatory minimum benefit ~~would have been paid.~~

based on age, paid 50% by the employer and 50% by the employee.

~~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~~

ADDITIONAL COMPENSATION POLICIES AND PRACTICES

~~(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,~~EVPs, SVPs, and other VPs in the case of certain terminations of employment from the Company (other than for cause, resignation, death, or ~~disability)~~disability, each as defined in the executive severance guidelines). The severance guidelines do not apply in circumstances in which ~~change in control agreements~~the CIC Agreements (as defined below) 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 Companysection 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,

page 77.

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

provision.

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~~“cause” or resigns with ~~good reason (as~~“good reason” (each as defined in the applicable ~~agreement)~~CIC 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~~benefiting shareholders. Additional details on the CIC ~~agreements~~Agreements and potential payments in the event of a CIC are discussed in the “Potential Payments upon Termination or Change in Control” ~~section.~~

~~2020~~section on page ~~PROXY STATEMENT~~77. › 44

~~EXECUTIVE COMPENSATION~~

Executive Share Ownership Guidelines

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

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

~~2019~~
2021 Share Ownership Guidelines
Position			Ownership Guideline (Relative to Base Salary)
CEO			5X
CFO			3X
Other Senior Executives			2X


2022 PROXY STATEMENT ›			64


EXECUTIVE COMPENSATION

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~~Unvested restricted stock and RSUs, and earned ~~but unvested~~ PSAs, ~~consistent with market practices.~~

also count towards satisfying the ownership guidelines. Messrs. Parrini, Hillard, and Astley and Ms. Beck have met the required level of share ownership as of December 31, 2021, and Mr. Laures is on track to satisfy the requirements.

Holding Requirement

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

Clawback Policy

The Company maintains a clawback policy that was adopted by the Board. Under the clawback policy, the Compensation Committee has ~~discretion~~the authority 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 officer 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~~

Directors and all employees, including the NEOs, are subject to an insider trading policy ~~under which~~that prohibits such individuals from engaging in transactions in financial instruments (including, for example, prepaid variable forward contracts, equity swaps, collars, or exchange funds, as well as any other hedging ~~transactions, including put~~instrument) designed to hedge or ~~call options, short selling or similar hedging activities involving~~offset any decrease in the market value of Company stock. Our insider trading policy also prohibits covered persons from holding Company stock ~~and~~in a margin account or pledging ~~of Company~~our stock ~~are prohibited.~~

as collateral for a loan.

Tax Deductibility under Code Section 162(m)

Section 162(m) of the Code generally imposes a ~~$ 1~~$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~~CEO and ~~Chief Financial Officer,~~CFO, 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.


ROLE OF THE COMPENSATION COMMITTEE AND CONSULTANT INDEPENDENCE

~~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.~~authority to them as it deems appropriate, and may delegate to Management its authority under any incentive plan to make grants to non-executive officer employees. 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 a meeting of the ~~meeting,~~Compensation Committee, 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.


2022 PROXY STATEMENT ›			65


EXECUTIVE COMPENSATION

During ~~2019,~~2021, the Compensation Committee retained ~~the~~Meridian as its Consultant ~~Meridian Compensation Partners LLC,~~ to

provide advice and assistance to the Compensation Committee and to Management ~~in the area of~~with respect to executive officer 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.~~

functions.

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,~~2021, the Compensation Committee assessed the independence of ~~the Consultant~~Meridian and other outside advisors as required under the NYSE listing ~~rules,~~standards, 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.~~Meridian. Based on this review, the Compensation Committee did not identify any conflict of interest raised by the work conducted by Meridian for 2021. Meridian does not perform any work for the Company other than as the Consultant and accordingly, no fees were paid for ~~2019.~~

any additional services.


2022 PROXY STATEMENT ›			66


EXECUTIVE COMPENSATION

Report of the Compensation Committee

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

~~Discussion and Analysis~~CD&A with Management. Based on this review and discussion, the Compensation Committee recommended to the Board that the ~~Compensation Discussion and Analysis~~CD&A 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.

2021.

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, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates the Report by reference therein.

~~Lee C. Stewart~~

Bruce Brown (Chair)

~~Kathleen A. Dahlberg~~

~~Nicholas DeBenedictis~~

Kevin M. Fogarty

Darrel Hackett

J. Robert Hall

~~2020~~ ~~PROXY STATEMENT~~ › 46


2022 PROXY STATEMENT ›			67

~~EXECUTIVE COMPENSATION~~


EXECUTIVE COMPENSATION

Summary ~~Compensation~~Compensation Table

The following table sets forth 2021 compensation and, where applicable, 2020 and 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


Name and Principal Position in 2021	Year	Salary		Stock Awards (1)		Non-Equity Incentive Plan Compensation (2)		Change in Pension Value and NQDC Earnings (3)		All Other Compensation (4)		Total
Dante C. Parrini	2021	$	1,047,348	$	1,889,987	$	830,550	$	413,000	$	430,843	$	4,611,728
Chairman & Chief Executive Officer	2020	$	1,016,512	$	1,767,347	$	1,303,265	$	265,000	$	209,261	$	4,561,386
	2019	$	998,212	$	3,821,745	$	1,047,124	$	5,079,000	$	25,831	$	10,971,912
Samuel L. Hillard	2021	$	419,641	$	449,994	$	199,956	$	—	$	61,563	$	1,131,154
Senior Vice President & Chief Financial Officer	2020	$	399,063	$	422,255	$	308,160	$	—	$	455,042	$	1,584,520
	2019	$	367,100	$	331,891	$	225,325	$	20,000	$	16,151	$	960,467
Christopher W. Astley	2021	$	452,857	$	430,001	$	197,573	$	1,000	$	221,508	$	1,302,939
Senior Vice President & Chief Commercial Officer	2020	$	437,715	$	406,424	$	308,901	$	1,000	$	96,361	$	1,250,401
	2019	$	407,225	$	844,936	$	196,649	$	31,000	$	17,646	$	1,497,456
Wolfgang Laures	2021	$	457,117	$	312,467	$	206,490	$	—	$	84,039	$	1,060,113
Vice President, Integrated Global Supply Chain & Information Technology	2020	$	432,580	$	270,223	$	305,136	$	—	$	104,124	$	1,112,063
Eileen L. Beck	2021	$	323,847	$	234,990	$	128,394	$	—	$	88,158	$	775,389
Vice President, Global Human Resources & Administration	2020	$	314,665	$	248,076	$	201,715	$	—	$	47,932	$	812,389

(1)The amounts reflect the grant date fair value of RSUs and/or PSAs granted in 2021, 2020, and 2019 determined in accordance with ASC Topic 718. The method used to calculate these amounts is set forth in Note 12 to the Company’s audited financial statements included in the 2021 Form 10-K. If the PSAs granted in 2021 were earned at the maximum level (200% of target), the following amounts would become issuable: Mr. Parrini $2,267,969; Mr. Hillard $539,986; Mr. Astley $515,985; Mr. Laures $374,939; and Ms. Beck $281,971, based on the grant date stock price of $16.05. For PSAs with TSR as the performance metric, the grant date fair value was determined using a Monte Carlo simulation model.

(2)The 2021, 2020, and 2019 amounts reflect cash payments under the Company’s MIP. See discussion of the MIP in the “Compensation Discussion and Analysis” section.

.

(3)The Company’s SERP was frozen in 2019. The SERP benefits for active employees were converted to opening balances in the NQDCP as of January 1, 2020 and accrue interest annually under the NQDCP using the Moody’s Aa bond yield for the month of November of the preceding year (November 2020, for the 2021 plan year). Interest was calculated for the 2021 plan year on the frozen SERP balances at the annual rate of 2.47%. The frozen SERP balances are accounted for as a defined benefit plan in the Company’s’ financial statements and, accordingly, the Company has treated such amounts consistent with disclosure for a defined benefit plan in the Summary Compensation Table. For each NEO, the estimated amounts reflect the actuarial increase in the present value of the frozen SERP balance under the NQDCP, based on interest rate and mortality assumptions that are consistent with those used in the Company’s financial statements and further defined in the Pension Benefits table. If the frozen SERP balances had been considered a defined contribution plan, then “All Other Compensation” in the Summary Compensation Table would have included $129,000 of above-market interest for Mr. Parrini for 2021 and less than $1,000 of above-market interest for the other NEOs who have frozen SERP balances, for 2021, instead of the amount shown in the “Change in Pension Value” column. For information regarding the frozen SERP balances, please refer to footnote (1) to the Pension Benefits Table on page 75.

	~~(1)~~
2022 PROXY STATEMENT ›			68


EXECUTIVE COMPENSATION

~~(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)All 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

i

~~The amount included in the “Perquisites” column~~
2021 401(k) Company Contributions
NQDC Company Contributions
(i)
Club Dues
(II)
Relocation
(III)
Life Ins Premium Executive Disability
Travel Stipend
(IV)
Swiss Disability Benefits
(V)
Total
Parrini $ 29,000 $ 144,243 $ 104,093 $ 147,530 $ 1,382 $ 4,595 $ — $ — $ 430,843
Hillard $ 29,000 $ 30,646 $ — $ — $ 1,296 $ 621 $ — $ — $ 61,563
Astley $ 29,000 $ 33,023 $ — $ 155,987 $ 1,382 $ 2,116 $ — $ — $ 221,508
Laures(VI)
$ — $ 62,901 $ — $ — $ — $ — $ 8,529 $ 12,609 $ 84,039
Beck $ 29,000 $ 16,489 $ — $ 39,507 $ 1,068 $ 2,094 $ — $ — $ 88,158

I.Represents NQDCP Company Contributions for Messrs. Parrini, Hillard, and Astley, and Ms. Beck and Company Contributions to the Swiss Defined Contribution plan for Mr. Laures.

II.Represents club dues for Mr. Parrini; including one-time initial membership fee for Charlotte-based club to be used primarily for business purposes.

III.Represents relocation benefits for Messrs. Parrini, Astley, and Ms. Beck, and short-term living arrangements for ~~Mr. Parrini represents dues for a club paid by the Company.~~

~~ii.~~

The 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 the cost of annual executive physicals paid by the Company.~~

v.

The amount included in the “Post-Employment Compensation” column for 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 $13,232 paid in equal installments for 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~~as part of his relocation benefits, all in connection with the move of corporate headquarters to Charlotte, NC.

IV.Represents a ~~one-time retention grant of 110,132 RSUs on November 13, 2019,~~tax-supported travel stipend for Mr. Laures, where the amount was adjusted downward by 12,000 CHF to account for overpayment in ~~addition to his annual LTI grant of 47,528 RSUs~~2020.

V.Represents premiums paid by the Company for Mr. Laures's mandatory accident insurance, supplemental accident insurance, and ~~71,292 PSAs. The RSUs have three-year cliff vesting.~~salary continuation in Switzerland.

~~(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)~~VI.Amounts for Mr. ~~Rapp’s cash compensation is paid in Euros (€). Amounts presented here~~Laures have been converted to ~~United States dollars ($)~~USD using ~~the average~~an exchange rate ~~for 2019, or 1.1196~~of 1.0942 $/~~€. 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~~CHF. › 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~~ 2022 PROXY STATEMENT ›		~~$10,990.7~~
~~Median Employee~~	~~$54.0~~
~~CEO Pay Ratio~~ ⁽²⁾	~~204:1~~

~~(1)~~

Annual total compensation includes compensation calculated for purposes of the 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 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~~

69

		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 between January 1, 2019 and October 1, 2019.
EXECUTIVE COMPENSATION

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~~2021 Grants of ~~Plan-Based~~Plan-Based Awards

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

2021:

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


Name	Grant Date	Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1)						Estimated Possible Payouts Under Equity Incentive Plan Awards (2)			All Other Stock Awards: Shares of Stock or	Grant Date Fair Value of Stock and Option
		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)	Target (#)	Maximum (#)	Units (#) (3)	Awards ($)
Dante C. Parrini
	2/17/2021	$	525,000	$	1,050,000	$	2,100,000	12,948	64,740	129,480		$	1,133,984
	2/17/2021										47,103	$	756,003
Samuel L. Hillard
	2/17/2021	$	126,394	$	252,788	$	505,576	3,083	15,414	30,828		$	269,993
	2/17/2021										11,215	$	180,001
Christopher W. Astley
	2/17/2021	$	124,888	$	249,775	$	499,550	2,946	14,729	29,458		$	257,993
	2/17/2021										10,717	$	172,008
Wolfgang Laures(4)
	2/17/2021	$	103,245	$	206,490	$	412,980	2,141	10,703	21,406		$	187,470
	2/17/2021										7,788	$	124,997
Eileen L. Beck
	2/17/2021	$	81,159	$	162,318	$	324,636	1,610	8,049	16,098		$	140,985
	2/17/2021										5,857	$	94,005

(1)The amounts shown represent target, threshold, and maximum awards under the Company’s MIP. Threshold payments equal 50% of the target amount and maximum payments equal 200% of the target amount shown. For 2021, achievement of the performance goals resulted in MIP payments as described in the “NEO MIP Payments” table of the CD&A.

(2)The amounts shown reflect the threshold, target, and maximum amounts of PSAs granted to the NEOs under the LTIP. PSAs vest over a three-year period based on ROCE performance measured over two years and relative TSR performance over three years. 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 subject to three-year cliff vesting.

(4)Mr. Laures’s non-equity incentive awards were paid in Swiss Francs (CHF). Amounts presented here have been converted to U.S. dollars ($) using an exchange rate of 1.0942 $/CHF.

~~(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 payment in lieu of a 2019 bonus as per the terms of their respective separation agreements with the Company.
2022 PROXY STATEMENT ›			70

~~(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 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.
EXECUTIVE COMPENSATION

~~(3)~~

~~The amounts shown reflect grants of RSUs to the NEOs under the LTIP. RSUs are 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~~2021 Outstanding Equity ~~Awar~~dsAwards at Fiscal Year-End

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

2021:


	Option and Stock Awards																				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 ($) ⁽³⁾					Option Grant		Number of Securities Underlying Unexercised Options (#) (1)				Option Exercise			Option Expiration		Number of Shares or Units of Stock That Have Not		Market Value of Shares of Units of Stock That Have Not			Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have
Name	Exercisable		Unexercisable		Option Exercise Price ($)		Option Expiration Date									Name		Date		Exercisable		Unexercisable		Price ($)			Date		Vested(#) (2) (5)		Vested($) (3)			Not Vested (#) (4) (5)		Not Vested ($) (3)
Dante C. Parrini		85,130		—		15.61	3/6/2022		217,139		3,973,644		119,725		2,190,968		Dante C. Parrini		3/6/2012		85,130		—		$	15.61		3/6/2022		261,927		$	4,505,144		131,620		$	2,263,864
		98,010		—		18.36	3/5/2023												3/5/2013		98,010		—		$	18.36		3/5/2023
		82,997		—		29.89	2/26/2024												2/26/2014		82,997		—		$	29.89		2/26/2024
		119,627		—		24.94	2/26/2025												2/26/2015		119,627		—		$	24.94		2/26/2025
		197,678				17.27	2/25/2026												2/25/2016		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		Samuel L. Hillard		3/21/2016		63,286		—		$	19.38		3/21/2026		31,392		$	539,942		31,392		$	539,942
Christopher W. Astley		8,000		—		11.92	7/23/2020		51,622		944,684		27,533		503,854		Christopher W. Astley		3/6/2012		21,760		—		$	15.61		3/6/2022		62,315		$	1,071,818		30,105		$	517,806
Christopher W. Astley																	Christopher W. Astley		3/5/2013		21,600		—		$	18.36		3/5/2023
Christopher W. Astley																			2/26/2014		16,070		—		$	29.89		2/26/2024
																			2/26/2015		26,253		—		$	24.94		2/26/2025
																			2/25/2016		44,215		—		$	17.27		2/25/2026
Wolfgang Laures																	Wolfgang Laures		N/A		—		—		$	—		N/A		14,637		$	251,756		20,950		$	360,340
Eileen L. Beck																	Eileen L. Beck		7/9/2012		7,544		—		$	16.78		7/9/2022		19,429		$	334,179		17,409		$	299,435
		20,710		—		12.56	3/3/2021												3/5/2013		4,396		—		$	18.36		3/5/2023
		21,730		—		15.61	3/6/2022												2/26/2014		2,588		—		$	29.89		2/26/2024
		21,600		—		18.36	3/5/2023												2/26/2015		4,276		—		$	24.94		2/26/2025
		16,070		—		29.89	2/26/2024												9/1/2015		2,126		—		$	17.50		9/1/2025
		26,253		—		24.94	2/26/2025												2/25/2016		11,167		—		$	17.27		2/25/2026
		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.

(2)All RSUs have a three-year cliff vesting requirement, so that they vest three years after the grant date. See the “Unvested RSUs” column in the table in footnote 5 for more detail.

(3)Calculated based on the closing price of the Company’s common stock on December 31, 2021 ($17.20).

(4)The amount shown reflects the aggregate target amounts of PSAs granted on February 21, 2020 and February 17, 2021, which vest December 31, 2022 and December 31, 2023, respectively. The actual number of shares to be paid out ranges from 0% to 200% of the target amount, depending upon attainment of performance goals. In February 2022, the Board confirmed an estimated payout of 53.6% was achieved for the PSAs granted on February 21, 2020, based on achievement of the performance goals for the two-year performance period ending December 31, 2021; payouts are subject to a three-year TSR modifier and time-based vesting through December 31, 2022, so the final payout amount is not yet known. See the “Unearned PSAs” column in footnote 5 for further detail.

~~(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 original Award Agreement.
2022 PROXY STATEMENT ›			71


EXECUTIVE COMPENSATION

(5) The amounts listed in the table below represent the outstanding equity awards, including dividend equivalent units, for each NEO as of December 31, 2021:

Outstanding Equity Awards

Name

Award

Grant Date

Unvested RSUs

Unearned PSAs

Vesting Date

Dante C. Parrini

RSU

2/21/2019

52,144

—

2/21/2022

RSU

11/13/2019

117,988

—

11/13/2022

RSU

2/21/2020

43,439

—

2/21/2023

RSU

2/17/2021

48,356

—

2/17/2024

PSA

2/21/2020

—

65,157

12/31/2022

PSA

2/17/2021

—

66,463

12/31/2023

Total

261,927

131,620

Samuel L. Hillard

RSU

2/21/2019

9,500

—

2/21/2022

RSU

2/21/2020

10,378

—

2/21/2023

RSU

2/17/2021

11,514

—

2/17/2024

PSA

2/21/2020

—

15,568

12/31/2022

PSA

2/17/2021

—

15,824

12/31/2023

Total

31,392

Christopher W. Astley

RSU

2/21/2019

11,991

—

2/21/2022

RSU

8/1/2019

29,333

—

8/1/2022

RSU

2/21/2020

9,989

—

2/21/2023

RSU

2/17/2021

11,002

—

2/17/2024

PSA

2/21/2020

—

14,984

12/31/2022

PSA

2/17/2021

—

15,121

12/31/2023

Total

62,315

30,105

Wolfgang Laures

RSU

2/21/2020

6,642

—

2/21/2023

RSU

2/17/2021

7,995

—

2/17/2024

PSA

2/21/2020

—

9,962

12/31/2022

PSA

2/17/2021

—

10,988

12/31/2023

Total

14,637

20,950

Eileen L. Beck

RSU

2/21/2019

7,319

—

2/21/2022

RSU

2/21/2020

6,097

—

2/21/2023

RSU

2/17/2021

6,013

—

2/17/2024

PSA

2/21/2020

—

9,146

12/31/2022

PSA

2/17/2021

—

8,263

12/31/2023

Total

19,429

17,409

~~(2)~~	~~All RSUs granted have a three-year cliff vesting requirement.~~
2022 PROXY STATEMENT ›			72

~~(3)~~	~~Calculated based on the closing price of the Company’s common stock on December 29, 2019 ($18.30).~~
EXECUTIVE COMPENSATION

~~(4)~~

~~The amount shown reflects the aggregate target amount of PSAs granted on February 22, 2018 and February 21, 2019 vesting December 31, 2020 and December 31,~~ 2021 respectively. The actual number of shares to be paid out ranges from 0% to 200% of the target amount, depending upon attainment of performance goals. In February 2020, the Board confirmed an estimated payout of 31.0% was achieved for the PSAs granted on February 22, 2018 based on achievement of the performance goals for the two-year performance period; payouts are subject to a three-year TSR modifier and 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:~~

year 2021:

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


	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	—	$	—	39,733	35,631	$	683,408	$	568,671	$	1,252,078
Hillard	—	$	—	7,238	41,029	$	124,494	$	670,020	$	794,514
Astley				9,137	8,193	$	157,156	$	130,760	$	287,917
Laures	—	$	—	—	—	$	—	$	—	$	—
Beck	—	$	—	5,577	5,001	$	95,924	$	79,816	$	175,740

(1)Represents PSAs granted on February 21, 2019, and accrued dividend equivalents in the form of additional shares, with a performance period of January 1, 2019–December 31, 2020, subject to a three-year TSR modifier. Shares vested on December 31, 2021, for which shares were calculated as of December 31, 2021 and paid thereafter.

(2)Represents RSUs granted on February 22, 2018 for Messrs. Parrini, Hillard, and Astley, and Ms. Beck, which vested February 22, 2021, and RSUs granted on February 22, 2018 and December 20, 2018 for Mr. Hillard, which vested on February 22, 2021 and December 20, 2021, in each case including accrued dividend equivalents in the form of additional RSUs.

(3)Based on the closing price of the Company’s common stock of $17.20 for shares vested as of December 31, 2021 and paid thereafter.

(4)Based on the closing price of the Company’s common stock on February 21, 2021 of of $15.96 for shares that vested as of February 22, 2021, and the closing price of $16.40 for shares that vested as of December 20, 2021.

~~(1)~~
Represents PSAs granted on February 23, 2017 and accrued dividend equivalents in the form of additional shares, with a performance period of January 1, 2017–December 31, 2018, a vesting date of December 2022~~31, 2019, for which shares were paid as of December 31, 2019.~~ PROXY STATEMENT ›			73

~~(2)~~	~~Represents RSUs granted on February 26, 2014 and accrued dividend equivalents in the form of additional RSUs.~~
EXECUTIVE COMPENSATION

~~(3)~~

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

~~(4)~~

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

2021 Retirement Benefits

~~2020~~ ~~PROXY STATEMENT~~ › 52

~~EXECUTIVE COMPENSATION~~

~~2019 Pension Benefits~~

~~PENSION~~

401(k) 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~~The Company’s long-standing U.S. qualified Retirement Plan ~~and we~~was terminated ~~the Retirement Plan effective June 30, 2019. The Retirement Plan~~in 2019, and 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.~~

settled. Approximately ~~$13~~$14 million of the amount that would otherwise have reverted to the Company from the terminated Retirement Plan ~~will be~~was transferred to the 401(k) plan in 2020 and will be allocated to 401(k) plan

participants as Company contributions over seven years, starting in 2020. The allocation percentage will vary year to year, consistent with the ~~next seven years.~~

Code requirements.

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~~2021 annual ~~short-term incentive). This new Company contribution replaced the Company match that provided up~~allocation 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~~participant accounts in ~~2020, the amount transferred to~~ the 401(k) plan ~~from~~was 10% of participant compensation (base salary plus earned annual short-term incentive), up to 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.~~

limits.

The below chart ~~highlights~~explains the ~~changes in~~allocations under the ~~U.S. qualified plan benefit programs~~401(k) Plan for the NEOs:


~~NEO~~	~~Benefits Before June 1, 2019~~ ~~Qualified Defined Benefit Pension Plan (future accruals frozen as of May 31, 2019)~~ ~~401(k) Plan~~	~~Benefits Effective June 1, 2019~~ ~~Enhanced 401(k) Plan~~
NEO			401(k) Plan: 2021 Company Contribution Allocation
Messrs. Parrini, Hillard, and ~~Elder~~ Astley, and Ms. Beck			~~Traditional Pension~~ 1.4% of final average compensation multiplied by years of 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 ~~401(k) Plan~~ ~~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), with base salary capped at the Internal Revenue Code limit~~	~~401(k) Plan~~ 7%10% Company contribution on eligible earnings (base salary and earned annual short-term incentive), with earnings capped at the ~~Internal Revenue~~ Code ~~limit~~
~~Messrs. Hillard, Astley, and Zakutney~~	~~Cash Balance~~ ~~5.5% of eligible earnings (base salary only), with earnings capped at the Internal Revenue Code limit~~ ~~401(k) Plan~~ ~~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), with base salary capped at the Internal Revenue Code limit~~	~~401(k) Plan~~ ~~7% Company contribution on 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 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 ~~401(k) Plan~~ ~~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), with base salary capped at the Internal Revenue Code limit~~	~~N/A as Mr. Jacunski left the Company effective March 31, 2019.~~ limit.

~~2020~~ ~~PROXY STATEMENT~~ › 53

~~EXECUTIVE COMPENSATION~~

~~QUALIFIED PLANS~~

~~All U.S.-based NEOs participated~~

MR. LAURES’S RETIREMENT BENEFIT

Mr. Laures participates in a Swiss defined contribution plan which provides the mandatory minimum benefit for all employees hired in Switzerland. Mr. Laures participates in the ~~Retirement Plan, which was~~plan on the same terms and conditions as all other Swiss employees. The Swiss defined contribution plan provides for the contribution of an annual amount based on a ~~tax-qualified defined benefit pension plan. The Retirement Plan had two methods under which participant benefits were determined: the traditional pension~~percentage of salary and bonus and the ~~cash balance pension. The~~participant's age. Employees may also make contributions based on a percentage of salary and bonus and age. Based on Mr. Laures’s age, in 2021, the Company contributed 7.5% of eligible salary (base salary plus bonus paid).

NON-QUALIFIED PLAN

Frozen Supplemental Executive 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 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 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~~2019, so no additional benefits ~~will accrue~~have accrued for any NEO under the SERP after December 31, ~~2019. In connection with the Retirement Plan freeze~~2019 and ~~termination, the SERP and SMPP were amended so that~~ no new participants ~~would be~~are eligible to ~~participate~~participate. As of January 1, 2020, the present value of the frozen SERP benefits for Messrs. Parrini, Hillard, and Astley, and Ms. Beck were credited to the new NQDCP established by the Company and will accrue interest annually using the Moody’s Aa bond yield for the month the interest rate is set (which is November of the year preceding the year for which interest is credited). The frozen SERP balances, with interest, will be paid in the ~~SERP or SMPP~~same form and ~~before the SERP was frozen, to provide that benefits~~conditions as previously provided for under the SERP. Although the frozen 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 wouldbalances have been ~~provided had~~subsumed within the ~~Retirement Plan not been frozen.~~

~~Supplemental Executive Retirement Plan (SERP)~~

~~The~~new NQDCP, the Company has accounted for them as a separate defined benefit plan in its financial statements. Accordingly, the Company has disclosed the frozen 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~~balance information in the ~~case of the CEO.~~

~~2020~~ ~~PROXY STATEMENT~~ › 54

~~EXECUTIVE COMPENSATION~~

Pension Benefits table.

The following table summarizes the terms of the frozen SERP:


Restoration ~~Pension~~ Benefit			The ~~Restoration Pension~~restoration pension benefit under the SERP (the “Restoration Pension”) provided those ~~executives~~participants whose benefits under the Retirement Plan ~~are~~were reduced due to legal limits with a supplemental pension benefit. The supplemental benefit restored the portion of the pension benefit that was earned but not able to be paid under the Retirement Plan because of the legal limits provided in the Code. The Restoration Pension calculation ~~took into account,~~considered, as 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, except that small benefit amounts were paid in a lump sum. ~~Employees were generally eligible for the Restoration Pension if they 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~~benefits. Messrs. Parrini, Hillard, and ~~after meeting certain service requirements.~~ Astley, and Ms. Beck had Restoration Pension benefits.
Final Average Compensation ~~Pension~~ Benefit			The ~~FAC Pension~~final average compensation pension under the SERP (the “FAC Pension”) paid a pension benefit equal to 2% of the ~~executive’s~~participant’s average compensation over the five years immediately preceding his retirement, multiplied by the participant’s years of benefit service under the Retirement Plan, up to a maximum of 27.5 years. The FAC Pension benefits 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. If the FAC Pension was payable prior to age 62, the monthly amount of the benefit was 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 commenced. Only Mr. Parrini was eligible for the FAC ~~Pension. If Mr. Parrini received a FAC~~ Pension, ~~his benefit would have been paid~~which was payable in a lump sum. In the event of a change in control 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.sum after separation from service. 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


2022 PROXY STATEMENT ›			74


EXECUTIVE COMPENSATION

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 Company maintains 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 coordinateNQDCP, which coordinates with the 401(k) plan ~~and~~whereby participants will receive a 7% Company contribution of up to 7% on earnings in excess of the annual ~~Internal Revenue~~ Code earnings limit. ~~As described above,~~In addition, executives may elect to defer compensation under the NQDCP. Accounts in the NQDCP attributable to Company contributions and participant deferrals are credited with earnings based on the investment return of funds in which such participant accounts are invested on a notional basis. The NQDCP only applies to U.S. employees, so Mr. Laures does not participate in the NQDCP.

Given the hybrid nature of the NQDCP, the frozen SERP ~~benefits for Messrs. Parrini, Hillard, Astley, Elder,~~balances in the NQDCP are considered a defined benefit plan on the Company’s financial statements and ~~Zakutney will be paid pursuant to~~are reflected in the ~~new non-qualified plan.~~

~~2020~~ ~~PROXY STATEMENT~~ › 55

~~EXECUTIVE COMPENSATION~~

~~CURRENT~~ “Pension Benefits” table below, and the Company contribution and participant deferral portions of the NQDCP are considered a defined contribution plan and reflected in the “Non-Qualified Deferred Compensation” table below.

PENSION BENEFITS ~~OF NEOS~~

The following table, including footnotes, sets forth information concerning pension benefits (frozen SERP balances) during fiscal year ~~201~~2021.


Name	Age	Plan Name	Number of Years Credited Services (#)(1)	Present Value of Accumulated Benefit ($) (2)
Dante C. Parrini	57	Frozen SERP - FAC Pension	22	$	5,585,000
		Frozen SERP - Restoration Pension	22	$	6,687,000
Samuel L. Hillard	40	Frozen SERP - Restoration Pension	3	$	9,000
Christopher W. Astley	48	Frozen SERP - Restoration Pension	9	$	36,000
Eileen L. Beck	59	Frozen SERP - Restoration Pension	8	$	4,000

(1)9.

Years of Credited Service is based on the date that the SERP was frozen (i.e., December 31, 2019). Accordingly, there is a difference between the number of years of service that were credited to each NEO for purposes of calculating the frozen SERP benefit and each NEO’s actual years of service with the Company. The NEOs’ actual years of service with the Company as of December 31, 2021 were as follows: Mr. Parrini - 24 years; Mr. Hillard - 5 years; Mr. Astley - 11 years; and Ms. Beck - 10 years.

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

(2)The SERP was frozen as of December 31, 2019 and all NEOs are vested in the benefit, but no longer accrue service. Although the frozen SERP balances were incorporated into the new NQDCP, they are accounted for as a separate defined benefit plan and disclosed accordingly.

(3)For Messrs. Parrini, Hillard, and Astley, and Ms. Beck, the Present Value of Accumulated Benefits is based on the present value of the frozen SERP balances in the NQDCP as of December 31, 2021, as shown in the table below. The present value of accumulated benefits is based on actuarially determined assumptions including: (i) discount rate of 2.88% (SERP II for U.S. GAAP Accounting); (ii) Moody’s Aa Average for November 2021 interest crediting rate of 2.77%%; and (iii) and assumed retirement age.

The frozen SERP balances in the NQDC Plan as of December 31, 2021, including interest credited for the 2021 fiscal year (at the annual rate of 2.47%) are set forth in the below table:


Name	Frozen SERP Balance as of 12/31/2020		Interest Credited for 2021		Frozen SERP Balance as of 12/31/2021
Dante C. Parrini	$	12,027,730	$	297,085	$	12,324,815
Samuel L. Hillard	$	9,080	$	223	$	9,303
Christopher W. Astley	$	35,765	$	883	$	36,648
Eileen L. Beck	$	4,340	$	106	$	4,446

~~(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~~ 2022 PROXY STATEMENT ›			~~$11,659,297~~ 75


~~Samuel L. Hillard~~	~~$8,802~~
~~Christopher W. Astley~~	~~$34,670~~
~~David C. Elder~~ EXECUTIVE COMPENSATION

NON-QUALIFIED DEFERRED COMPENSATION

The following table, including footnotes, sets forth information concerning non-qualified deferred compensation benefits (Company contributions and participant deferrals under the NQDCP) during 2021 fiscal year.


Name	Executive Contributions in 2021(1)		Registrant Contributions in 2021		Aggregate Earnings in 2021(2)		Aggregate balance at last FYE
Dante C. Parrini	$	—	$	144,243	$	9,742	$	153,985
Samuel L. Hillard	$	—	$	30,646	$	3,978	$	34,624
Christopher W. Astley	$	9,879	$	33,023	$	2,240	$	45,142
Eileen L. Beck	$	—	$	16,489	$	159	$	16,648

(1)For Messrs. Parrini, Hillard, and Astley, and Ms. Beck, these amounts reflect the Company contributions to the NQDCP for 2021 and the participants’ elective deferrals into the NQDCP in 2021. These amounts do not reflect the frozen SERP balances in the NQDCP, which are reflected in the above Pension Benefits Table and supplemental table under “Pension Benefits” as described on page 75.

(2)Represents earnings on the accounts attributable to Company contributions and participant deferrals to the NQDCP, based on the investment return of funds in which such participant accounts were invested on a notional basis. Interest on the frozen SERP balances is not included in the foregoing table, and, instead, is described on page 75 under “Pension Benefits.”

	~~$362,317~~
~~Joseph J. Zakutney~~ 2022 PROXY STATEMENT ›			~~$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 Mr. Jacunski based on a commencement date of October 1, 2019 pursuant to the terms of the SERP. An administrative discrepancy resulted in a 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.~~

76

~~(3)~~	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 of control 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 SERP. The increase in the FAC Pension that would have occurred in the event of a change in control under those circumstances would have been $2,814,000. Since the FAC Pension has been frozen, the FAC Pension will not be increased in the event of a change of control.
EXECUTIVE COMPENSATION

~~2020~~ ~~PROXY STATEMENT~~ › 56

~~EXECUTIVE COMPENSATION~~

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


EXECUTIVE TERMINATION GUIDELINES

~~EXECUTIVE TERMINATION GUIDELINES~~

Payments made to aan 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~~CIC 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~~


CHANGE IN CONTROL AGREEMENTS AND DOUBLE TRIGGER EQUITY VESTING

The Company has entered into a ~~Change in Control~~CIC Agreement with each NEO as described in the CD&A. Under these agreements, each ~~executive’s~~NEO’s employment with the Company will continue for two years from the date of a change in control or each ~~executive~~NEO will become entitled to severance payments and benefits upon termination under certain conditions within such two-year period. During such period, the ~~employee~~NEO 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~~CIC Agreements.

Change in Control:Under the ~~Change in Control~~CIC 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;~~

the Company;

•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~~CIC Agreements in effect before 2011 (including ~~the agreements of Messrs. Parrini and Elder)~~Mr. Parrini’s CIC Agreement) 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. No changes have been made to Mr. Parrini’s CIC agreement since 2011. Beginning in 2011, the provision for excise tax gross-ups was eliminated from ~~new Change in Control Agreements.~~CIC Agreements entered into thereafter. As such, the ~~Change in Control~~CIC Agreements of Messrs. Astley and Hillard and ~~Zakutney~~Ms. Beck 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)~~CIC Agreements).


2022 PROXY STATEMENT ›			77


EXECUTIVE COMPENSATION

~~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 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
Cash Severance	The NEO receives a severance payment in an amount equal to •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: o ◦Chief Executive Officer: 24 months o ◦Executive Vice Presidents and Senior Vice Presidents: 18 months ◦Vice Presidents: 12 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.

~~2020~~ ~~PROXY STATEMENT~~ › 58

~~EXECUTIVE COMPENSATION~~


2022 PROXY STATEMENT ›			78


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 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~~ 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, then 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


2022 PROXY STATEMENT ›			79

~~EXECUTIVE COMPENSATION~~


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.~~

2021.

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~~


Name	Death or Disability				Retirement		Involuntary Termination Without Cause				Termination Following CIC
Dante C. Parrini
Severance Payments (1)	N/A				N/A		$	3,666,926			$	5,250,000
RSUs (2)(3)	$	4,224,699			$	1,714,529	$	0			$	4,224,699
PSAs (2)(3)(4)	$	1,073,945			$	1,425,330	$	0			$	2,167,682
Health & Welfare Benefits (5)	N/A				N/A		$	29,421			$	78,166
Outplacement Assistance	N/A				N/A		$	40,000			$	40,000
Pension (6)	N/A				N/A		N/A				$	0
Excise Tax Gross-Up (7)	N/A				N/A		N/A				$	2,486,205
Total	$	5,298,644			$	3,139,859	$	3,736,347			$	14,246,752
Samuel L. Hillard
Severance Payments (1)	N/A				N/A		$	249,642			$	1,600,990
RSUs (2)	$	509,739			$	301,269	$	0			$	509,739
PSAs (2)(4)	$	256,280			$	256,280	$	0			$	516,980
Health & Welfare Benefits (5)	N/A				N/A		$	8,173			$	70,218
Outplacement Assistance	N/A				N/A		$	30,000			$	30,000
Pension (6)	N/A				N/A		N/A				$	0
Total	$	766,019	$	0	$	557,549	$	287,815			$	2,727,927
Christopher W. Astley
Severance Payments (1)	N/A				N/A		$	570,766			$	1,657,600
RSUs (2)	$	1,001,521			$	708,359	$	0			$	1,001,521
PSAs (2)(4)	$	246,058			$	246,058	$	0			$	495,756
Health & Welfare Benefits (5)	N/A				N/A		$	18,042			$	69,890
Outplacement Assistance	N/A				N/A		$	30,000			$	30,000
Pension (6)	N/A				N/A		N/A				$	0
Total	$	1,247,579			$	954,417	$	618,808			$	3,254,767
Wolfgang Laures
Severance Payments (1)	N/A				N/A		$	101,277			$	1,736,678
RSUs (2)	$	241,402			$	105,126	$	0			$	241,402
PSAs (2)(4)	$	168,818			$	168,818	$	0			$	345,273
Health & Welfare Benefits (5)	N/A				N/A		$	423			$	25,281
Outplacement Assistance	N/A				N/A		$	30,000			$	30,000
Pension (6)	N/A				N/A		N/A				$	0
Total	$	410,220			$	273,944	$	131,700	$	0	$	2,378,634
Eileen L. Beck
Severance Payments (1)	N/A				N/A		$	334,423			$	1,136,223
RSUs (2)	$	314,123			$	199,286	$	0			$	314,123
PSAs (2)(4)	$	144,796			$	144,796	$	0			$	286,414
Health & Welfare Benefits (5)	N/A				N/A		$	13,626			$	49,456
Outplacement Assistance	N/A				N/A		$	15,000			$	15,000
Pension (6)	N/A				N/A		N/A				$	0
Total	$	458,919			$	344,082	$	363,049			$	1,801,216

~~PROXY STATEMENT~~(1) › 60In 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, 18 months for Senior Vice Presidents, and 12 months for Vice Presidents. 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.

~~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.
2022 PROXY STATEMENT ›			80


EXECUTIVE COMPENSATION

(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 $17.20 of the Company’s common stock on December 31, 2021, and (b) as if death, disability, or retirement had occurred on December 31, 2021. For change in control, the value assumes vesting (as determined under applicable award agreements) and exercise on December 31, 2021. Upon an involuntary termination without cause, unvested RSUs and PSAs are forfeited. Assumes achievement of a target performance level at the end of the performance period.

(3)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 (shown above as if vesting was accelerated).

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

(5)Based on current type of coverage and premium levels.

(6)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.

(7)The CIC agreement of Mr. Parrini, which was entered into before 2011, contains a tax gross-up provision.

	~~(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.
2022 PROXY STATEMENT ›			81

	~~(3)~~	~~Assumes achievement of a target performance level at the end of the performance period.~~
EXECUTIVE COMPENSATION

CEO Pay Ratio

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and Item 402(u) of Regulation S-K, we are providing information about the relationship of the annual total compensation of our median employee and the annual total compensation of Mr. Parrini, our CEO. For 2021, our ratio was estimated as follows:

	~~(4)~~	~~Based on current type of coverage and premium levels.~~
Name			Annual Total Compensation (in 000x)(1)
CEO			$4,632.7
Median Employee			$53.8
CEO Pay Ratio			86:1

(1)Annual total compensation includes compensation calculated for purposes of the Summary Compensation Table, as well as benefit premiums for the CEO, and the market-competitive compensation and benefits for the median employee.

•SEC rules provide that we may use the same median employee for three years before identifying a new median employee, provided that during our last completed fiscal year there has been no change in our employee population or employee compensation arrangements that we reasonably believe would result in a significant change to our pay ratio disclosure. In accordance with Part 2 of Instruction 7 to Item 402(u) and as described in further detail below, we have omitted from our employee population certain employees who became employees of the Company as the result of acquisitions completed during fiscal year 2021. Except with respect to these acquisitions, we believe that there have been no material changes in our employee population or our compensation arrangements in fiscal 2021 that would result in a material change in our pay ratio disclosure or our median employee. As such, we used the same median employee as 2020 with compensation data refreshed for the ratio calculation, consistent with previous methodology.

•Our employee population data described above does not include approximately 112 employees of Mount Holly, which we acquired in May 2021, and approximately 766 employees of Jacob Holm, which we acquired in October 2021.

•We calculated all of the elements of the median employee’s compensation and the CEO’s compensation for fiscal year 2021 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. The above pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of the SEC’s Regulation S-K.

•In making this pay ratio disclosure, other companies may use assumptions, estimates, and methodologies different than ours; as a result, the following information may not be directly comparable to the information provided by other companies in our peer group or otherwise.

	~~(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 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 SERP. The increase in the FAC Pension that would have occurred in the event of a 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.
2022 PROXY STATEMENT ›			82

	~~(6)~~	~~The legacy CIC agreements of Messrs. Parrini~~
Certain Relationships and ~~Elder, which were entered into before 2011, contain tax gross-up provisions.~~ Related Transactions

~~(7)~~

~~Represents the value of unvested portion of Company matching contributions under the 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~~

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 ~~2019.~~

2021.

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;~~

transaction

•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;~~

officer

•the availability of other sources for comparable products or ~~services;~~

services

•the terms of the ~~transaction; and~~

transaction

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

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 or other members of the Board.

~~Compensation Committee Interlocks and Insider Participation~~


2022 PROXY STATEMENT ›			83

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.


Report of the Audit Committee

~~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, ~~2019~~2021 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

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, ~~2019,~~2021, for filing with the SEC.

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, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates the Report by reference therein.

~~Ronald J. Naples (Chair)~~

~~Bruce Brown~~

~~Kathleen A. Dahlberg~~

~~Nicholas DeBenedictis~~

~~Lee C. Stewart~~

*

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

(Chair)

~~2020~~ ~~PROXY STATEMENT~~ › 63

~~Frequently Asked Questions (“FAQs”)~~

Kathleen A. Dahlberg

Darrel Hackett

J. Robert Hall

Lee C. Stewart


2022 PROXY STATEMENT ›			84


Frequently Asked Questions (“FAQs”)

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

Meeting?

The ~~2020~~ Annual Meeting ~~of Shareholders of P.H. Glatfelter Company (the “Annual Meeting”)~~ will be held on Thursday, May ~~7, 2020,~~5, 2022, at 8:00 a.m., Eastern Time via live audio cast at ~~The Kimpton, Tryon Park Hotel, 303 South Church Street, Charlotte, NC 28202.~~

~~In the event the Company changes the venue or format of~~www.virtualshareholdermeeting.com/GLT2022 (Meeting Website). There will not be a physical location for the Annual Meeting, ~~especially~~and you will not be able to attend the meeting 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 toperson. To virtually attend the Annual Meeting, ~~through a press release~~visit the Meeting Website 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 needenter the 16-digit control number ~~provided to attend the virtual meeting. Therefore, it is very important that you retain~~found on your ~~Notice of Availability,~~ proxy card, or voting instruction form, ~~and related materials, including your assigned 16-digit control~~or Notice of Annual Meeting (“Notice”).

If you encounter any difficulties accessing the virtual Annual Meeting during the check-in or meeting time, you should call the technical support number ~~through~~that will be posted on the ~~date~~login page of the ~~Annual~~ Meeting

Website.

Who may virtually attend the ~~meeting~~Annual Meeting and what else is required for admittance?

Only shareholders of the Company’s common stock on ~~March 17, 2020 (the “Record Date”)~~the Record Date (March 15, 2022) may attend the Annual ~~Meeting, and those shareholders attending in person must present an admission ticket or other proof of stock ownership to~~meeting. To be admitted to the ~~Annual Meeting. For example, a shareholder~~Meeting Website, you must enter the 16-digit control number found on your proxy card, voting instruction form, or Notice. You 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~~your shares and ask questions during the Annual Meeting, by ~~telephone, internet or mail by completing~~following the instructions available on the Meeting Website. We encourage you to access the Meeting Website prior to the start time to familiarize yourself with the virtual platform and ~~mailing in their proxy card, retaining~~ensure you can hear the ~~admission ticket and presenting~~streaming audio. Online access to the ~~ticket~~Meeting Website will be available starting 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

7:45 a.m., Eastern Time, on May 5, 2022.

~~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?

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

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,~~2021 Form 10-K, were first sent or given to shareholders on or about March 31, ~~2020.~~2022. Please read this proxy statement and vote your shares by mailing the attached proxy card, voting online at www.proxyvote.com, by telephone at 1-800-690-6903, or ~~in person at~~on the Meeting Website during the Annual Meeting. The Board has appointed directors ~~Bruce Brown~~Marie T. Gallagher and ~~Ronald J. Naples,~~Darrel Hackett, 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, continuation, or postponement 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 (March 15, 2022) may vote at the Annual Meeting. At the close of business on ~~March 17, 2020,~~the Record Date, there were ~~44,308,440 shares~~44,718,073 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~~during the Annual Meeting on the Meeting Website, 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.


2022 PROXY STATEMENT ›			85


FREQUENTLY ASKED QUESTIONS

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

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 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 NYSE, the shareholder’s bank or broker may generally vote on ~~routine~~"routine" matters, but cannot vote on ~~non-routine~~“non-routine” matters. “Broker non-votes” occur when a beneficial owner of shares held in street name fails to provide instructions to the broker, bank, or other holder of record as to how to vote on matters deemed non-routine. Proposal 1 (election of directors), Proposal 3 (say-on-pay advisory vote), Proposal 4 (say-on-frequency advisory vote), and Proposal ~~3 (advisory vote on executive compensation)~~5 (approval of the Company’s 2022 Long-Term Incentive Plan) are non-routine matters. Proposal 2 (ratification of auditors) is ~~routine.~~a routine matter. 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. In these cases, the broker, bank, or other holder of record can register your shares as being present at the Annual Meeting for purposes of determining the presence of a quorum, but will not be able to vote on those matters for which specific authorization is required under the NYSE rules. 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~~by: (1) ~~deliver~~delivering a written revocation of their proxy to the Company’s Secretary; (2) ~~submit~~submitting a later-dated proxy (or voting instruction form if they hold their shares in street name); or (3) ~~vote in person at~~voting on the Meeting Website during 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~~15, 2022, 44,718,073, 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”~~“broker non-votes” are counted as present and entitled to vote for purposes of determining a quorum. A ~~broker “non-vote”~~“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 atduring the Annual Meeting?

Yes. If you wish to submit a question, you may do so in two ways. To ask a question in advance of the Annual Meeting, you may log into www.proxyvote.com and enter your 16-digit control number and use the Submit a Question for Management box. Alternatively, you will be able to submit questions live during the Annual Meeting through the Q&A box by accessing the Meeting Website at www.virtualshareholdermeeting.com/GLT2022. After the formal business of the Annual Meeting has concluded and adjourned, the chair of the ~~meeting~~Annual Meeting will answer questions from shareholders during the designated question and answer (“Q&A”) period of the ~~meeting. To provide an~~Annual Meeting agenda.

In order to give as many shareholders as possible the opportunity ~~for everyone wishing~~ to ask ~~a question, shareholders~~questions, we ask that questions are succinct and cover only one topic per question. Up to three minutes will be ~~limited~~allocated to ~~three (3) minutes~~read and respond to each question that we are able to ~~present their question. When speaking, shareholders must direct~~answer during the Annual Meeting. The Q&A session will continue until all relevant questions have been answered, subject to time constraints.

Shareholders’ views, constructive comments, and criticisms are welcome, but the ~~chair and limit their~~Company will not address questions ~~to matters relating directly~~that are:

•Irrelevant to the business of the ~~meeting. Shareholders will~~Company or to the business of the Annual Meeting

•Related to material non-public information of the Company

•Repetitious of prior questions or statements from others

•Derogatory references to individuals that are in bad taste

•Related to personal grievances

•In furtherance of a shareholder’s personal or business interests, which are not matters of interest to shareholders generally


2022 PROXY STATEMENT ›			86


FREQUENTLY ASKED QUESTIONS

•Out of order or not otherwise suitable for the conduct of the Annual Meeting

If there are any matters of individual concern to a shareholder or questions that are not answered, they may be ~~permitted to make statements.~~

raised separately after the Annual Meeting by contacting Investor Relations at (717) 225-2746 or ir@glatfelter.com.

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, text message, email, 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,~~Annual 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

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~~

No effect

~~Not counted~~

No effect

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 2021 Compensation

(“Say-on-Pay” Vote)

Majority of Votes

Entitled to be Cast

No

Vote Against

~~Not counted~~

No effect

4

Shareholder Vote on the Frequency of Advisory Votes on Named Executive Officer Compensation (“Say-on-Frequency” Vote)

Majority of Votes Entitled to be Cast

No

Vote Against

No effect

5

Approval of Company’s 2022 Long-Term Incentive Plan

Majority of Votes Entitled to be Cast

No

Vote Against

No effect

Election of Directors. As required by our ~~By-laws,~~By-Laws, each of the ~~nine~~eight director nominees for election has submitted an irrevocable resignation in advance. Because each of the director nominees is an incumbent director, the following procedure applies if the director nominee receives a plurality, but not a majority, of votes cast. Although the director nominee will have been elected, the Board will determine whether to accept the director nominee’s advance irrevocable resignation, since the director nominee did not receive a majority of the votes cast for each ~~director.~~director nominee. 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~~Annual Meeting, by virtual participation 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.~~ 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 NEOs. A majority of the votes entitled to be cast at the ~~meeting, in person~~Annual Meeting, by virtual participation or by proxy, must vote “For” the proposal to approve NEO compensation for fiscal year ~~2019.~~2021. 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 (“Say-on-Frequency” Vote). 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 NEO compensation. Shareholders are not voting to approve or disapprove the Board’s recommendation. Instead, you may cast your vote on your preferred voting frequency by choosing any of the following four options with respect to this proposal: “one year,” “two years,” “three years,” or “abstain.” A majority of the votes entitled to be cast at the Annual Meeting, by virtual participation or by proxy, must vote for “One Year” for the frequency of say-on-pay voting to occur on an annual basis. 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


2022 PROXY STATEMENT ›			87


FREQUENTLY ASKED QUESTIONS

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.

Approval of Company’s 2022 Long-Term Incentive Plan. A majority of the votes entitled to be cast at the Annual Meeting, by virtual participation 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.

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

The Board recommends a vote:

•FOR the election of the ~~nine~~eight director nominees ~~for director;~~

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

ending December 31, 2022

•	~~FOR~~ ~~approval of named executive officer compensation.~~

•FOR approval of the NEO 2021 compensation

•That the Company will continue to conduct a “say-on-pay” advisory vote on NEO compensation every ONE YEAR

•FOR approval of the Company’s 2022 Long-Term Incentive Plan

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~~For the election of ~~nine directors,~~eight director nominees, a shareholder may either cast that total number of votes “For” or “Withhold” all of those votes from a single director nominee. The shareholder may also distribute or withhold the total number of votes among the ~~nine~~eight director 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.~~eight. 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,~~2022, a shareholder may either vote “For” or “Against” the proposal or “Abstain” from voting.

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

For the non-binding advisory vote on the frequency with which the Company will conduct an advisory vote on NEO compensation, commonly known as a “say-on-frequency” vote, a shareholder may vote that such advisory vote be taken every one year, every two years, or every three years, or “Abstain” from voting.

For the proposal to approve the Company’s 2022 Long-Term Incentive Plan, 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?~~

Annual Meeting?

No. The Company’s ~~By-laws~~By-Laws required shareholders to submit to the Company, by ~~November 29, 2019,~~December 1, 2021, 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~~the 2023 Annual ~~Meeting?~~

Meeting of Shareholders?

A shareholder wishing to present a proposal at the ~~2021~~2023 Annual Meeting of Shareholders (“2023 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~~By-Laws prescribe the procedures a shareholder must follow. To present a proposal for consideration at the ~~2021~~2023 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~~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~~2022, regardless of delivery method.


2022 PROXY STATEMENT ›			88


FREQUENTLY ASKED QUESTIONS

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~~NCG Committee for nomination for election to the Board. Shareholder recommendations for director nominees will receive the same consideration by the ~~Nominating and Corporate Governance~~NCG 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.~~By-Laws. To nominate a candidate for director at the ~~2021~~2023 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.~~

2022.

What must be included in the ~~notice~~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,~~2023 Annual Meeting, the reasons for conducting the business at the ~~meeting~~2023 Annual 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).~~

•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 director nominee with respect to the nomination;

◦a representation that the shareholder will attend the 2023 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.

^o

~~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;~~

^o

~~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;~~

^o

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

^o

~~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~~2023 Annual Meeting. The Company’s ~~By-laws~~By-Laws contain a complete description of the notice requirements for shareholder proposals. Copies of the Company’s ~~By-laws~~By-Laws may be obtained from the Company’s website at ~~http://~~www.glatfelter.com/~~Files/about_us/~~

~~corporate_governance/GLT-By-Laws.pdf~~investors/corporate-governance 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.

In addition, to complying with the universal proxy rules (once effective), shareholders who intend to solicit proxies in support of director nominees other than the Company’s director nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 5, 2023.

Interested parties may address written correspondence to the Board or any individual director (whether ~~management~~Management or ~~non-management)~~independent), c/o Company Secretary, ~~P. H.~~ Glatfelter ~~Company, 96 South George~~Corporation, 4350 Congress Street, Suite ~~500, York, PA 17401-1434.~~600, Charlotte, NC 28209. 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~~Board 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~~independent director by calling the Company’s toll-free Integrity Helpline at ~~800-346-1676.~~

1-800-346-1676.


☐ o		Preliminary Proxy Statement
☐
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x	Definitive Proxy Statement
☐
o	Definitive Additional Materials
☐
o	Soliciting Material Pursuant to §240.14a-12




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

Payment of Filing Fee (Check the appropriate box):

x				No fee required.
☐










o		Fee paid previously with preliminary materials.
o		Fee computed on table ~~below~~in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

	~~(1)~~		~~Title of each class of securities to which transaction applies:~~


	~~(2)~~		~~Aggregate number of securities to which transaction applies:~~


	~~(3)~~		~~Per unit or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):~~


	~~(4)~~		~~Proposed maximum aggregate value of transaction:~~


	~~(5)~~		~~Total fee paid:~~


☐	~~Fee paid previously with preliminary materials.~~

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	~~(1)~~		~~Amount Previously Paid:~~


	~~(2)~~		~~Form, Schedule or Registration Statement No.:~~

	~~(3)~~		~~Filing Party:~~


PROXY SUMMARY		1 4
PROPOSAL 1: ELECTION OF DIRECTORS		9 14
PROPOSAL 2: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		13 19
PROPOSAL 3: ADVISORY APPROVAL OF NAMED EXECUTIVE OFFICER COMPENSATION (“SAY-ON-PAY” VOTE)		14 20
PROPOSAL 4: SHAREHOLDER VOTE ON THE FREQUENCY OF ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION (“SAY-ON-FREQUENCY ” VOTE)		21
PROPOSAL 5: APPROVAL OF THE GLATFELTER C ORPORAT ION 2 022 LONG-TERM INCENTIVE PLAN		22
OWNERSHIP OF COMPANY STOCK		15 32
Security Ownership of Certain Beneficial Owners and Management		15 32
Equity Compensation Plan Information		17 34
Delinquent S ~~ection 16(a~~Section 16(a) Reports~~) Reports~~		17 34

CORPORATE GOVERNANCE AND BOARD OF DIRECTORS	18 35
Corporate Governance Principles		18 35
Board Composition and Leadership		18 35
Board Independence		19 35
Evaluation of Board Nominees		19 36
Resignation and Majority Voting Policy		20 36
Board Meetings		20 37
Committees of the Board of Directors		20 37
Continuing Board Education		22 38
Board Self-Assessment		22 39
Risk Oversight		22 39
Director Compensation		24 40
~~SUSTAINABILITY – OUR APPROACH TO ESG~~ENHANCING EVERYDAY LIFE ®…SUSTAINABLY		25 42
Environmental Initiative		26 43
Social Initiative		27 45
Governance and Ethics Initiative		28 46
HUMAN CAPITAL MANAGEMENT		47

EXECUTIVE COMPENSATION		29 49
Compensation Discussion and Analysis		29 49
Report of the Compensation Committee		46 67
Summary Compensation Table		47 68
~~CEO Pay Ratio~~		49
Grants of Plan-Based Awards	50 70
Outstanding Equity Awards		51 71
~~Option~~Options Exercised and Stock Vested		52 73
~~Pension~~Retirement Benefits		53 74
Potential Payments Upon Termination or Change in Control		57 77
CEO Pay Ratio		82
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		62 83
REPORT OF THE AUDIT COMMITTEE		63 84
FREQUENTLY ASKED QUESTIONS (“FAQs”)		64 85
ADDITIONAL INFORMATION		68 90
Annual Report on Form 10-K		68 90
Other Business		68 90
“Householding”		68 90
Appendix A - Glatfelter 2022 Long-Term Incentive Plan		91


Time and Date:			Thursday, May ~~7, 2020,~~5, 2022 at 8:00 a.m. Eastern Time
Place:			~~The Kimpton Tryon Park Hotel~~ ~~303 South Church Street~~ ~~Charlotte, NC 28202~~ Virtual Meeting www.virtualshareholdermeeting.com/GLT2022
Record Date:			March ~~17, 2020~~ 15, 2022
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		14
	The eight 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 Independent Registered Public Accounting Firm		19
	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 2022. Shareholders are being asked to ratify the Audit Committee’s selection of the independent auditor for the Company’s fiscal year 2022.	FOR
3	PROPOSAL 3 — Advisory Approval of Named Executive Officer Compensation (“Say-on-Pay ” Vote)		20
	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 and operational goals and total shareholder returns.	FOR
4	PROPOSAL 4 — Shareholder Vote on the Frequency o f Advisory Votes on Named Executive Officer C ompensation (“Say-on-Frequency ” Vote)		21
	The Board believes an annual frequency (i.e., one year) is the optimal frequency for the Say-on-Pay vote.	FOR
5	PROPOSAL 5 — Ap proval of the Glatfelter Corporation 2022 Lo ng-Term Incentive Plan		22
	The Company is requesting shareholder approval of its 2022 Long-Term Incentive Plan.	FOR


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.


~~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~~


Base Salary	•Fixed Cash	Short-Term Incentive	•Cash Bonus for Achievement of Annual Goals
Long-Term Incentive	•Performance Share Awards •Restricted Stock Units	Benefits	•Retirement Savings •Health & Welfare Benefits •Severance •Minimal Perquisites Note: For 2019, details related to Retirement Savings include references to the U.S. qualified pension plan that was terminated mid-year and the non-qualified pension plan benefits that were frozen in December 2019.

				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


• indicates Member			* indicates director is independent			C indicates Committee Chair			(L) indicates Lead Director


~~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 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~~currently serves on the Board of Directors for Nokia ~~in Finland.~~ Corporate (NYSE: NOK) and formerly was a director of Medpace Holdings, Inc. (Nasdaq: MEDP) from 2016 to 2019.


Board Committees:			Compensation (Chair), Nominating and Corporate Governance
Director Since:			2014
Age at Annual Meeting:61			63


~~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,~~plc (f/k/a BP Amoco), Viacom International, McDonald’s Corporation, Grand Metropolitan PLC, and American ~~Broadcasting.~~ Broadcasting Company.


Board Committees:			Audit, Nominating and Corporate Governance
Director Since:			2001
Age at Annual Meeting:67			69


~~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 water company, from May 1992 until July 2015, when he retired as CEO and remained as Chairman of the 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 of Mistras Group, Inc. 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~~


~~(Name of Registrant as Specified In Its Charter)~~


Table of Contents


~~Director Since:~~ ~~2012~~ ~~Independent Lead Director~~
Mr. Fogarty joined the Company’s Board in 2012. He ~~has been the~~recently retired from Kraton Corporation, Inc. (“Kraton”), where he served as President, ~~and~~ Chief Executive Officer ~~of Kraton Corporation, Inc., a leading global producer of styrenic block copolymers, specialty polymers~~ and ~~high-value performance products derived from pine wood pulping co-products,~~Director 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 toBefore 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 Polymer and Intermediaries business. ~~Since 2017,~~In 2022, Mr. Fogarty isjoined the board of Circulus Holdings, PBLLC, a plastic recycling company. Mr. Fogarty previously served on the Board ~~member~~of Directors of the American Chemistry ~~Council.~~ Council from 2017 through 2022.


Board Committees:			Compensation, Nominating and Corporate Governance (Chair)
Director Since:			2012
Age at Annual Meeting:54			56


~~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 Act 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.


Board Committees:			Audit (Chair), Nominating and Corporate Governance
Director Since:			2020
Age at Annual Meeting:60			62



Mr. Hackett joined the Company’s Board in 2020. He has served as President, Bank of Montreal (“BMO”) Wealth Management – U.S. since 2014. In this role, he leads BMO Financial Group’s private wealth management business in the United States, including three distinct businesses across the ultra-high net worth (BMO Family Office), high net worth (BMO Private Bank), and mass affluent segments (BMO Harris Financial Advisors). Prior to joining BMO, Mr. Hackett was a management consultant at McKinsey & Company (1999-2004). Mr. Hackett began his career as a mechanical engineer, holding a variety of roles with General Electric Company and Eastman Chemical Company.


Board Committees:			Audit, Compensation
Director Since:			2020
Age at Annual Meeting:			50


Specific qualifications and experience of particular relevance to the Company: Mr. Hackett has significant experience in business transformations and corporate strategy, capital markets, investor relations, publiccompany finance and financial reporting, M&A, manufacturing, executive compensation, innovation, international operations, risk management, and corporate governance.


~~Director Since:~~ ~~2002~~
Mr. Hall joined the Company’s Board in 2002. He has been the Chief Executive Officer of Ole Smoky Distillery LLC, the largest craft distillery in the United States, since July 2016. From January 2014 until June 2016, Mr. Hall served as a Managing Director of Centerview Capital, an operationally-oriented private equity firm focused on the U.S. consumer middle market. Previously, he was the Chief Executive Officer of Ardale Enterprises LLC (“Ardale”), 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 Heinz Co., and Nestlé. S.A. While at Nabisco, he was President of 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.


~~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.~~Corporation. 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 operations, sales, and marketing. He has served on the board of H. B. Fuller Company (NYSE: FUL) since 2012.


Board Committees:			Audit
Director Since: Independent Lead Director			2002
Age at Annual ~~Meeting~~: 71 Meeting:			73

	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


	2020		2021
Audit Fees (1)	$	2,305,936	$	3,110,669
Audit-Related Fees (2)	$	137,150	$	180,000
Tax Fees (3)	$	469,273	$	258,500
Total Fees	$	2,912,359	$	3,549,169


Potential Overhang with 1,400,000 New Shares
SOSARs Outstanding as of March 7, 2022			933,673
Weighted Average Exercise Price of SOSARs Outstanding as of March 7, 2022			$21.17
Weighted Average Remaining Term of SOSARs Outstanding as of March 7, 2022			2.67
Outstanding RSUs and PSAs under the Existing Plan as of March 7, 2022			1,348,664
Total Equity Awards Outstanding as of March 7, 2022			2,282,337
Shares Available for Grant under the Existing Plan as of March 7, 2022			1,322,972
Shares Requested under the Equity Plan			1,400,000
Total Potential Overhang			5,005,309
Shares of Common Stock Outstanding as of March 7, 2022			44,707,819
Diluted Shares of Common Stock			49,713,128
Potential Dilution of 1,400,000 shares as a Percentage of Diluted Common Stock			2.8%

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	Shares Beneficially Owned (1)	% of Class
BlackRock, Inc.(2)	7,197,179	16.2%
The Vanguard Group, Inc.(3)	4,853,566	10.9%
Dimensional Fund Advisors LP(4)	3,359,027	7.5%
Carlson Capital, L.P.(5)	2,260,000	5.1%


Name of Beneficial Owner	Directly Owned	Indirectly Owned	Options to Acquire Stock (a)
Dante C. Parrini(b)	441,056	8,077	—
Kathleen A. Dahlberg	90,540	—	—
J. Robert Hall	87,290	—	—
Lee C. Stewart	85,540	—	—
Kevin M. Fogarty(c)	57,842	25,000	—
Samuel L. Hillard	56,423		—
Bruce Brown(d)	47,686	3,750	—
Christopher W. Astley(e)	24,056	931	—
Eileen L. Beck(f)	22,360	453	—
Marie T. Gallagher	17,349	—	—
Darrel Hackett	11,419	—	—
Wolfgang Laures	—	—	—
All Directors and executive officers as a group (15 individuals) (g)	1,023,375	41,376	—

~~Name~~	~~Number of Vested SOSARS~~
Name		Number of Vested SOSARs
Dante C. Parrini		~~583,442~~	498,312
Christopher W. Astley		~~129,868~~	108,138
~~David C. Elder~~ Samuel L. Hillard		~~102,104~~ 63,286
Eileen L. Beck		32,097
Wolfgang Laures		N/A


~~Joseph J. Zakutney~~		~~46,273~~
~~Martin Rapp~~	~~111,829~~
John P. Jacunski*	0

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⁾		—		—		—		—

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%