UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant x☒ Filed by a Party other than the Registrant ¨☐
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Preliminary Proxy Statement | ||||
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Definitive Proxy Statement | ||||
Definitive Additional Materials | ||||
Soliciting Material under Rule 14a-12 | ||||
RESOLUTE FOREST PRODUCTS INC. | ||||
(Name of Registrant as Specified In Its Charter) | ||||
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) | ||||
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Resolute Forest Products Inc.
111 Duke Street,Robert-Bourassa Boulevard, Suite 5000
Montréal, QuébecMontreal, Quebec
Canada H3C 2M1 Canada
April 13, 20169, 2021
Dear Stockholder:
We cordially invite you to attend the annual meeting of stockholders of Resolute Forest Products Inc. to be held online through a virtual web conference at https://web.lumiagm.com/295854943 on Wednesday, June 1, 2016,Friday, May 21, 2021, at 9:00 a.m. (Eastern),. The annual meeting is being held entirely online due to the public health impact of the coronavirus pandemic (COVID-19) and to allow us to continue to proceed with the meeting while mitigating health and safety risks to participants. You will be able to attend and participate in the Espace Alcoaannual meeting online at https://web.lumiagm.com/295854943 where you will be able to listen to the Centre des arts de Baie-Comeau, 1660 de Bretagne, in Baie-Comeau, Québec, Canada. meeting live, submit questions and vote your shares.
The accompanying notice of annual meetinginternet availability of proxy materials provides you with information on how to access the proxy materials and proxy statement containobtain the details of the business to be conducted at the meeting.
In addition to the formal items of business to be brought before the meeting, we will report on our business and respond to stockholder questions.
Whether or not you plan to attend online, you can ensure that your shares are represented at the meeting by promptly voting and submitting your proxy or voting instruction card by telephoneinternet or, by Internet orif you have requested to receive a paper copy of the proxy materials, by completing, signing, dating and returning your proxy form in the enclosed envelope. You will find the proxy card or voting instruction card by accessing the internet websites mentioned on the notice of internet availability and by following the instructions thereon.
Resolute’s annual report for 20152020 is includedavailable by internet or by mail in this package,accordance with the instructions found on the notice of internet availability, and we urge you to read it carefully.
We look forward to seeing youyour attendance at the annual meeting.
Sincerely,
Richard GarneauRemi G. Lalonde
President and chief executive officer
Bradley P. Martin
Chair of the board
Resolute Forest Products Inc.
111 Duke Street,Robert-Bourassa Boulevard, Suite 5000
Montréal, QuébecMontreal, Quebec
Canada H3C 2M1 Canada
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 1, 2016MAY 21, 2021
April 13, 20169, 2021
Dear Stockholder:
The 20162021 annual meeting of stockholders of Resolute Forest Products Inc. will be held online through a virtual web conference at https://web.lumiagm.com/295854943 on Wednesday, June 1, 2016,Friday, May 21, 2021, at 9:00 a.m. (Eastern), in the Espace Alcoa at the Centre des arts de Baie-Comeau, 1660 de Bretagne, inBaie-Comeau, Québec, Canada, for the purpose of voting on the following matters:
1. | the election of directors for the ensuing year; |
2. | the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the |
3. | an advisory vote to approve executive compensation, or the “say-on-pay” vote; and |
4. | such other business as may properly come before the annual meeting or any adjournment or postponement thereof. |
The record date for the determination of the stockholders entitled to vote at our annual meeting, and any adjournment or postponement thereof, is the close of business on April 8, 2016.March 23, 2021.
Important notice regarding the availability of proxy materials for the annual meeting of
stockholders to be held on June 1, 2016:May 21, 2021:
The proxy statement and our 20152020 annual report are available at
http:// www.edocumentview.com/RFP.www.astproxyportal.com/AST/RFP_EN.
The annual meeting is being held entirely online due to the public health impact of the coronavirus pandemic (COVID-19) and to allow us to proceed with the meeting while mitigating health and safety risks to participants. You will be able to attend and participate in the annual meeting online at https://web.lumiagm.com/295854943, where you will be able to listen to the meeting live, submit questions and vote your shares. You may also forward your questions in advance to ir@resolutefp.com, and the company will respond to as many appropriate questions as time permits during the meeting, to the extent relevant to the business of the meeting. Please make sure your email clearly identifies your name and whether you are a stockholder. To join the annual meeting, you will need to have your 11- or 13-digit control number, which is included on your notice of internet availability and proxy card and the following password: resolute2021. If you are not a stockholder of record, you must obtain a legal proxy from your intermediary institution and contact our transfer agent at proxy@astfinancial.com, at least five business days prior to May 21, 2021, to secure a proxy card with the 11- or 13-digit control number in order to vote your shares at the annual meeting.
By order of the board of directors,
Jacques P. Vachon
Corporate secretary
April 13, 2016 Montréal, Québec,9, 2021, Montreal, Quebec, Canada
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation of proxies by Resolute Forest Products Inc. on behalf of our board of directors for the 20162021 annual meeting of stockholders. The annual meeting will be held online through a virtual web conference at https://web.lumiagm.com/295854943 on Wednesday, June 1, 2016,Friday, May 21, 2021, at 9:00 a.m. (Eastern), in the Espace Alcoa at the Centre des arts de Baie-Comeau, 1660 de Bretagne, in Baie-Comeau, Québec, Canada.. Proxy materials for the annual meeting are being mailed or will be made available on or about April 27, 2016.9, 2021.
When we use the terms “Resolute,” “the Company,company,” “we,” “us” and “our,” we mean Resolute Forest Products Inc., a Delaware corporation, and its consolidated subsidiaries, unless the context indicates otherwise.
Except for documents filed with the Securities and Exchange Commission, or the “SEC” and expressly incorporated by reference in this proxy statement, the information on the company’s website is not a part of, and is not incorporated by reference in this proxy statement.
QUESTIONSAND ANSWERS ABOUTTHE ANNUAL GENERAL MEETINGAND VOTING
What is the notice of internet availability and why did I not receive a full set of proxy materials?
Notice and Access Rules adopted by the SEC, allow companies to choose the method for delivering proxy materials to stockholders. We have again elected this year to use the Notice and Access Rules and therefore to mail a notice regarding the availability of proxy materials on the internet (the “notice of internet availability”) instead of sending a full set of proxy materials in the mail to our stockholders. This notice of internet availability will be mailed to our stockholders approximately on April 9, 2021, and our proxy materials will be posted on both our corporate website (www.resolutefp.com/Investors/Financial_Reports), the website referenced in the notice of internet availability as well as on http://www.astproxyportal.com/AST/RFP_EN on the same day. Utilizing this method of delivery expedites receipt of proxy materials by our stockholders and lowers the cost of the annual meeting. If you are a stockholder and would like to receive a paper or email copy of the proxy materials, you should follow the instructions in the notice of internet availability for requesting copies.
Who is entitled to vote at the annual meeting?
Owners of Resolute’s common stock at the close of business on April 8, 2016,March 23, 2021, the record date for the annual meeting, are entitled to receive the notice of annual meetinginternet availability and to vote their shares at the meeting. On that date, there were 89,513,33479,830,748 shares of common stock outstanding and entitled to vote and there were 3,279 holders of record.vote. Each share of common stock is entitled to one vote for each matter to be voted on at the annual meeting.
What is the difference between holding shares as a stockholder of record and through an intermediary?
You are a stockholder of record if you own shares of common stock that are registered in your name with our transfer agent, ComputershareAmerican Stock Transfer & Trust Company, N.A.LLC. If you are a stockholder of record, the transfer agent is sending these proxy materialsthe notice of internet availability to you directly. As a stockholder of record, you may vote at the annual meeting by attending the annual meeting online and following the instructions posted at https://web.lumiagm.com/295854943, or you may vote by proxy. To join the annual meeting, you will need to have your 11- or 13-digit control number, which is included on your notice of internet availability and proxy card and the following password: resolute2021.
If you hold shares of common stock indirectly through a broker, bank or similar institution (which we refer to as an “intermediary institution”), you are a “street name” holder and these materials arethe notice of internet availability is being sent to you by the intermediary institution through which you hold your shares. If you provide specific voting instructions by mail, telephone or the Internet,internet, your intermediary institution will vote your shares as you have directed. You are also invited to attend the annual meeting online at https://web.lumiagm.com/295854943. However, since you are not a stockholder of record, you may not vote your shares at the annual meeting by
attending the meeting online unless you request and obtain a legal proxy from your intermediary institution. If you obtain a legal proxy from your intermediary institution, you must contact our transfer agent at proxy@astfinancial.com at least five business days prior to May 21, 2021, to secure a proxy card with the 11- or 13-digit control number in order to vote. To join the annual meeting, you will also need the following password: resolute2021.
What do I need to do to attend the annual meeting?
Attendance atThe annual meeting is being held entirely online due to the public health impact of the coronavirus pandemic (COVID-19) and to allow us to proceed with the meeting while mitigating health and safety risks to participants. Stockholders of record as of March 23, 2021, will be able to attend and participate in the annual meeting online by accessing https://web.lumiagm.com/295854943. To join the annual meeting, you will need to have your 11- or 13-digit control number, which is generally limited to our stockholdersincluded on your notice of internet availability and their authorized representatives. All stockholders must bring an acceptable form of identification, like a driver’s license, to attendproxy card and the meeting in person. Iffollowing password: resolute2021.
Even if you hold your shares in street name and youdo plan to attend the annual meeting you must bring an account statement or other suitable evidenceonline, we recommend that you held shares of common stockalso vote by proxy as described herein as early as possible so that your vote will be counted if you decide not to attend the annual meeting.
An audio recording of the record dateannual meeting will be available on our annual meeting website at www.resolutefp.com/Investors after the meeting.
Access to the Audio Webcast. The live audio webcast of the annual meeting will begin promptly at 9:00 a.m. (Eastern) on May 21, 2021. Online access to the audio webcast will be admittedavailable approximately 60 minutes prior to the start of the annual meeting to allow time for you to log in and test the system. To attend the online annual meeting, you will need to log in at https://web.lumiagm.com/295854943. You will need your unique 11- or 13-digit control number, which appears on your notice of internet availability and the following password: resolute2021. In the event that you do not have a control number, please contact your intermediary institution as soon as possible, so that you can be provided with a control number and gain access to the meeting. For directionsPlease monitor our annual meeting website at www.resolutefp.com/Investors for any updates regarding our online annual meeting.
Submitting Questions. We will hold a live question and answer session in connection with the annual meeting. Stockholders may submit questions via our virtual shareholder meeting website at https://web.lumiagm.com/295854943. We intend to answer properly submitted questions that are pertinent to the annualcompany and the meeting you may contact our investor relations department by following the instructions on our website at www.resolutefp.com/investors.
Any representative of a stockholder who wishes to attend must present acceptable documentation evidencing his or her authority, suitable evidence of ownership by the stockholder of common stockmatters, as described above and an acceptable form of identification. Wetime permits. However, we reserve the right to limitedit profanity or other inappropriate language, or to exclude questions that are not pertinent to meeting matters or that are otherwise inappropriate. Questions and answers will be grouped by topic and substantially similar questions will be grouped and answered once. You may also forward your questions in advance to ir@resolutefp.com, and the numbercompany will respond to as many appropriate questions as time permits during the meeting, to the extent relevant to the business of representativesthe meeting. Please make sure your email clearly identifies your name and whether you are a stockholder.
Technical Assistance. If you experience technical difficulties joining the annual meeting or during the meeting please call (877) 283-0324 (toll free for any stockholder who may attendCanada and the meeting.U.S.) or (718) 921-8300 for assistance.
What methods can I use to vote?
If you are a registered holder, you may vote:
• | By mail. If you would like to receive a paper copy of the proxy card, you should follow the instructions on the notice of internet availability for requesting copies. Complete, sign and date the printed proxy |
• | By |
• |
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If you are a street name holder, you may vote:
• | By mail. |
• | By |
• |
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What is a broker non-vote?
If you are a street name holder, you must instruct your intermediary institution how to vote your shares. If you do not, your shares will not be voted on any proposal for which the broker does not have discretionary authority to vote, which is referred to as a “broker non-vote.” In these cases, the broker can register your shares as being “present and entitled to vote” for purposes of determining the quorum but will not be able to vote on those matters for which specific authorization is required under, in accordance with the rules of the New York Stock Exchange, or “NYSE.”. Under those rules, your intermediary institution has discretionary voting authority to vote your shares on the ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm, even if it does not receive voting instructions from you. But the election of directors and the advisory say-on-pay vote are non-discretionary items, and they may not be voted upon by your broker without specific voting instructions from you. Accordingly, your shares would not be voted on these matters.
Is there a list of stockholders entitled to vote at the annual meeting?
A list of stockholders of record entitled to vote at the meeting will be available for inspection at the meeting and for the ten days before the meeting for any purpose germane to the meeting during ordinary business hours at Resolute Forest Products Inc., 111 Duke Street,Robert-Bourassa Boulevard, Suite 5000, Montréal, Québec, CanadaMontreal, Quebec, H3C 2M1, Canada from May 22, 2016,10, 2021, through May 31, 2016.20, 2021. During the annual meeting, the list of stockholders of record entitled to vote at the meeting will be available for inspection upon request at https://web.lumiagm.com/295854943.
What is the quorum for the annual meeting?
The presence of the holders of shares of common stock representing at least one-third of the voting power of all common stock issued and outstanding and entitled to vote at the meeting, in personparticipating online at
https://web.lumiagm.com/295854943 or by proxy, is necessary to constitute a quorum for the transaction of business at the annual meeting. Abstentions and broker non-votes are considered present for purposes of determining a quorum.
How will my shares be voted at the annual meeting?
At the meeting, the persons named in the proxy card or, if applicable, their substitute(s) will vote your shares as you instruct. If you sign your proxy card and return it without indicating how you would like to vote your shares, your shares will be voted:
FOR the election of each director nominee;
FOR the proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm; and
FOR the advisory resolution approving executive compensation.
Can I revoke my proxy?
If you are a stockholder of record, you can revoke your proxy before it is exercised by:
giving written notice to the Company’scompany’s corporate secretary;
delivering a valid, later-dated proxy, or later-dated vote by telephone or on the Internet,internet, before the annual meeting; or
voting in person atattending the annual meeting.meeting online and voting by following the instructions at https://web.lumiagm.com/295854943. To join the annual meeting, you will need to have your 11- or 13-digit control number and the following password: resolute2021.
If you are a street name holder, you can submit new voting instructions by contacting your intermediary institution. All shares for which proxies have been properly submitted and not revoked will be voted at the annual meeting.
What are the voting requirements for the approval of each matter presented at the annual meeting?
• | Election of directors. Since the number of nominees for director is the same as the number of positions on the board to be filled, election of directors at this annual meeting is deemed |
• | Ratification of PricewaterhouseCoopers LLP. The ratification of the appointment of an independent registered public accounting firm is not required under our by-laws, but we are asking as a matter of good governance. A majority of the votes present and entitled to vote at the meeting must vote to approve the ratification of PricewaterhouseCoopers LLP as our independent registered accounting firm for the |
• | Advisory vote on executive compensation. Under our by-laws, in order for it to pass, a majority of the votes present and entitled to vote at the meeting must vote to adopt, on an advisory basis, the resolution approving compensation of our named executive officers. Abstentions |
Will my vote be confidential?
Yes. We have a policy of confidentiality in the voting of stockholder proxies. Individual stockholder votes are kept confidential, unless disclosure is necessary to meet applicable legal requirements to assert or defend claims for or against the Companycompany or made during a contested proxy solicitation, tender offer or other change of control situation.
Who will pay for the cost of this proxy solicitation?
We will pay the cost of soliciting proxies for the annual meeting. In addition to the solicitation of proxies by mail, solicitation may be made by certain of our directors, officers or employees telephonically, electronically or by other means of communication. Our directors, officers and employees will receive no additional compensation for any such solicitation. We will reimburse brokers and other similar institutions for costs incurred by them in mailing proxy materials to beneficial owners.
What information is available via the Internet?internet?
These documents can be found at www.edocumentview.com/RFP:http://www.astproxyportal.com/AST/RFP_EN:
notice of annual meeting;
proxy statement;
2015 annual report; and
form of proxy.2020 annual report.
Your proxy card or voting information form can also be found at the internet address mentioned on the notice of internet availability.
Can I obtain printed materials of the proxy materials?
Yes, follow the instructions on the notice of internet availability to receive printed proxy materials in time enough to vote your shares.
What should I do if I receive more than one set of votingproxy materials?
You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards.materials. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction cardproxy materials for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you may receive more than one set of proxy card.materials. Please complete, sign, date and return by mail, or submit viafollow the Internet or by telephone,instructions on each proxy card and voting instruction cardof the notices of internet availability that you receive.receive in order to vote all of your shares. If you would like to consolidate multiple accounts at our transfer agent, please contact ComputershareAmerican Stock Transfer & Trust Company, N.A.LLC at (866) 820-6919(877) 283-0324 (toll free for Canada and the U.S.) or (781) 575-3100.(718) 921-8300.
What is “householding” and how does it affect me?
We have adopted a procedure, approved by the Securities and Exchange Commission, or the “SEC,,” called “householding,” pursuant to which stockholders of record who have the same address and last name and do not participate in electronic delivery of proxy materials will receive only one copyset of the notice of annual meeting, proxy statement and our 2015 annual report,materials, unless we are notified that one or more of these stockholders wishes to continue receiving individual copies. This procedure will reduce our printing costs and postage fees.
Stockholders who participate in householding will continue to receive separate proxy cards.notices of internet availability. Householding would not in any way affect dividend check mailings, if any. If you participate in householding
and wish to receive a separate copy of this notice of annual meeting and proxy statement,materials, or if you do not wish to continue to participate in householding and prefer to receive separate copies of these documents in the future, please contact our transfer agent.agent, American Stock Transfer & Trust Company, LLC, at (877) 283-0324 (toll free for Canada and the U.S.) or (718) 921-8300 (800- 937-5449 or 718-921-8300), or at 6201 15th Avenue, Brooklyn NY 11219. If you are a street name holder, you can request information about householding from your intermediary institution.
CORPORATE GOVERNANCEAND BOARD MATTERS
Corporate Governance Principles
The board has adopted a formal set of corporate governance principles and practices, which we refer to as the “corporate governance principles.” The purpose of the corporate governance principles, which are available on our website (www.resolutefp.com/about_us/corporate_governance), is to provide a structure within which directors can effectively pursue the Company’scompany’s objectives for the benefit of stockholders and supervise the management of the Company.company. The corporate governance principles are guidelines intended to serve as a flexible framework within which the board may conduct its business, and not as a set of legally binding obligations.
The corporate governance principles outline the board’s responsibilities and the interplay among the board and its committees in furthering the Company’scompany’s overall objectives. The corporate governance principles note the board’s role in advising management on significant issues facing the Companycompany and in reviewing and approving significant actions. In addition, the corporate governance principles highlight the principal roles of certain committees of the board, including:
the board’s selection and evaluation of senior executive officers, including the president and chief executive officer, with assistance from the human resources and compensation/nominating and governance committee, and succession planning;
the administration of executive and director compensation by the human resources and compensation/nominating and governance committee, with final approval of chief executive officer and director compensation by the board;
the selection and oversight of our independent registered public accounting firm and oversight of public financial reporting by the audit committee; and
the evaluation of candidates for board membership and the oversight of the structure and practices of the board, the committees and corporate governance matters in general by the human resources and compensation/nominating and governance committee, including annual assessment (collectively and on an individual basis) of board and committee effectiveness.
Our corporate governance principles also include, among other things:
general qualifications for board membership, including independence requirements (with, among other things, the categorical standards for board determinations of independence);
director responsibilities, including board and stockholder meeting attendance and advance review of meeting materials;
provisions for director access to management and independent advisors, and for director orientation and continuing education; and
an outline of management’s responsibilities, including production of financial reports and disclosures, implementation and monitoring of internal controls and disclosure controls and procedures, development, presentation and implementation of strategic plans and setting a strong ethical “tone at the top.”
In 2020, the board adopted a formal written diversity policy both at board level and executive level. See “Director Qualifications, Nomination Process and Diversity Policy” below.
The Company’scompany’s corporate governance principles also include standards concerning the independence of board members. Those standards are designed to comply with those established by the SEC and the NYSE. They include the following:
Each member of the board, except for the president and chief executive officer and, at the discretion of the board, up to two additional directors, must be independent. The definition of independence is based on the NYSE’s corporate governance standards, which also require a majority of directors to be independent, and rules established by the SEC.
Each member of the audit committee and the human resources and compensation/nominating and governance committee must be independent.
The independent directors must meet in executive session at least annually without any non-independent director or executive officer. The independent directors will also meet in executive session at the end of any board meeting at the request of any independent director. The lead director presides at these meetings.
On the basis of information solicited from each director, and upon the advice and recommendation of our human resources and compensation/nominating and governance committee, the board has determined that sevenat the date of this proxy statement five out of the Company’s ninecompany’s seven incumbent directors are independent, as defined in the NYSE’s corporate governance standards and our by-laws, namely: Michel P. Desbiens,Randall C. Benson, Suzanne Blanchet, Jennifer C. Dolan, Alain Rhéaume and Michael S. Rousseau. Richard D. Falconer, Jeffrey A. Hearn, Alain Rhéaume, Michael S. Rousseau and David H. Wilkins.
In determining Mr. Hearn’s independence, both the human resources and compensation/nominating and governance committee and the full board considered that Mr. Hearnwho ceased to be a director as of May 12, 2020, was engaged to provide consulting services on strategic projects being evaluated by the Company. The human resources and compensation/nominating and governance committee and the full board concluded that the limited nature of the services provided and the amounts paid to Mr. Hearn for such services (which did not exceed $10,000also independent, as defined in the aggregate in 2015) were not materialNYSE’s corporate governance standards and did not impair Mr. Hearn’s independence.
The board has also determined that each member of the audit committee and the human resources and compensation/nominating and governance committee satisfies the requirements for independence, including the additional independence standards under NYSE rules for audit committee members and compensation committee members. As part of these determinations, which included considering the relationships described below underRelated Party Transactions, as applicable, business relationships among our directors, and the categories of relationships below, the board determined that none of the independent directors has a direct or indirect material relationship with the Companycompany other than as a director, or any relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
Our corporate governance principles reflect the board’s determination that the following categories of relationships alone are not material and will not impair a director’s independence:
ownership of less than 5% of the equity of, or being a director of, another company that does business with the Companycompany where the annual sales to, or purchases from, the Companycompany are less than 5% of the annual revenues of either company;
ownership of less than 5% of the equity of, or being an executive officer or director of, an unaffiliated company that is indebted to the Companycompany (or to which the Companycompany is indebted), where the total amount of either company’s indebtedness to the other is less than 5% of the total consolidated assets of either company; and
serving as an officer, director or trustee of a charitable organization, where the Company’scompany’s charitable contributions to the organization are less than 2% of that organization’s total annual charitable receipts, or $20,000 per year, whichever is less.
The human resources and compensation/nominating and governance committee, in consultation with the audit committee when appropriate, is responsible for reviewing and overseeing related party transactions and conflicts of interest situations involving the Company,company, its directors, executive officers, the chief accounting officer, and related parties.
We have adopted a written code of business conduct that applies to all hourly and salaried employees, including our president and chief executive officer, chief financial officer and chief accounting officer, and to Companycompany directors. The code of business conduct establishes the fundamental ethical values and standards the Companycompany expects in the work and business activities of its employees, officers and directors.
Among other things, the code of business conduct requires that each employee and officer disclose any actual, potential or apparent conflict of interest in the manner set out in the code.
The Company’scompany’s corporate governance principles describe the policy concerning the disclosure, review and approval of conflicts of interest or related party transactions with respect to directors. The corporate governance principles, together with the code of business conduct, provide guidance to directors in handling unforeseen situations as they arise, and they provide that each director:
must avoid every conflict of interest with the Companycompany and must recuse himself or herself from any board decision where a conflict of interest may exist;
owes a duty to the Companycompany to advance its legitimate interests when the opportunity to do so arises;
must maintain confidentiality of information entrusted to him or her;
must comply, and oversee the compliance by employees, officers and other directors, with applicable laws, rules and regulations;
must deal fairly, and must oversee fair dealing by employees and officers, with the Company’scompany’s customers, suppliers, competitors and employees;
should promote ethical behavior; and
must protect the Company’scompany’s assets and ensure their efficient use.
The code of business conduct is available on our website (www.resolutefp.com/about_us/corporate_governance). The Companycompany will post on its website any waiver or amendment to the code of business conduct.
Board Leadership Structure; Communication with Independent Directors
The Company’scompany’s business is managed under the direction of the board, with the board delegating the management of the Companycompany to the president and chief executive officer, working with other executive officers, in a manner consistent with the Company’scompany’s objectives and in accordance with its by-laws. This delegation of authority is not intended to minimize the board’s supervisory duties, as more fully set forth in our corporate governance principles.
As board chair, Mr. Martin presides over board meetings. Because he is not considered an independent director, pursuant to our by-laws, a majority of the independent board members selected Mr. Rhéaume, an independent director, to serve as the board’s lead director. His responsibilities as such include, among other things, chairing any meeting of the independent directors in executive session.
As indicated in the Company’scompany’s corporate governance principles, it is the Company’scompany’s current intent that the chair not also concurrently hold the position of chief executive officer and, accordingly, the positions are separated. This allows the chief executive officer to focus on managing the Company,company, and the chair, together with the lead director, to lead the board in providing advice to, and independent oversight of, management. We believe that this structure recognizes the time and effort that our chief executive officer is called to devote to his position, and facilitates the independent functioning of the board, thus enhancing the fulfillment of its oversight responsibilities, and setting the tone for the board in fostering ethical and responsible decision-making and sound corporate governance practices.
Stockholders and other interested persons that would like to communicate with the independent directors may send an e-mail to independentdirectors@resolutefp.com or send a written communication to: Resolute Forest Products Inc. Independent Directors, c/o Resolute Forest Products Corporate Secretary, 111 Duke Street,Robert-Bourassa Boulevard, Suite 5000, Montréal, Québec, Canada,Montreal, Quebec, H3C 2M1.2M1, Canada. The Company’scompany’s corporate secretary will forward those communications to the intended recipients and will retain copies for the Company’scompany’s records.
Regardless of the method of communication, no message will be screened or edited before it is delivered to the intended recipient(s), who will determine whether to relay the message to other members of the board.
Board’s Role in Risk Oversight
Management is responsible for assessing and managing risk, subject to oversight by our board. The board executes its oversight responsibility for risk assessment and risk management directly through its committees, as follows:
• | Audit committee. The audit committee periodically reviews management’s plans to manage the |
• | Environmental, health and safety committee. The environmental, health and safety committee reviews the |
• | Finance committee. The finance committee reviews at least annually a report prepared by management on the financial health, from an actuarial perspective, of the benefit plans of the |
• | Human resources and compensation/nominating and governance committee. The human resources and compensation/nominating and governance committee assists the board in discharging its responsibilities with respect to human resources strategy, policies and programs and matters relating to the use of human resources and also assists the board in fulfilling its responsibilities to ensure that the |
The board does not view risk in isolation. Risks are considered in virtually every business decision, including those related to the Company’scompany’s strategic plan and capital structure.
Director Qualifications, and Nomination Process and Diversity Policy
We believe that each director should possess high personal and professional ethics, integrity and values, an inquiring and independent mind as well as practical wisdom, vision and mature judgment. He or she should also have substantial training and experience at the policy-making level in business, government, or education and/or expertise that is useful to the Companycompany and complementary to the background and experience of other board members, so that an optimum balance of expertise among members on the board can be achieved and maintained. In light of other business and personal commitments, he or she should also be willing and able to devote the required amount of time to diligently fulfill the duties and responsibilities of board membership, and be committed to serve on the board over a period of years to develop knowledge about the Company’scompany’s operations.
With respect to the human resources and compensation/nominating and governance committee’s evaluation of nominee candidates, including those recommended by stockholders, the committee has no formal requirement or minimum standard for the evaluation of nominees. Rather, the committee considers each candidate on his or her own merits. But in evaluating candidates, some of the specific areas of expertise and experience that we believe to be important in light of our business are listed below; ideally, these areas should be represented by at least one board member:
professional services, such as lawyers, investment bankers and university professors;
politics/government relations;
management/operating experience, such as a chief executive officer, chief operating officer or senior manager; and
financial/accounting experience, such as a chief financial officer, certified financial analyst or professional accountant or analyst.
The applicable aspects of each director’s experience, qualifications and skills that the board considered in their nomination in light of the foregoing are included in their individual biographies below. It is also desirable that each member of the board has recent experience as a member of the board of at least one other company, preferably a public company.
While When evaluating the performance of the board does not haveand its members, the human resources and compensation/nominating and governance committee also considers tenure and board renewal aspects.
In 2020, the board adopted a formal written diversity policy theboth at board level and executive level. The board and the human resources and compensation/nominating and governance committee advocate diversity in the broadest sense.sense, including diversity of experience, expertise and personal characteristics, such as the representation of men and women at the board level. Diversity is important because we believe a variety of points of view contribute to a more effective decision-making process. Although not specifiedWhile maintaining the appropriate mix of skills and experience reflecting the strategic needs of the business and the nature of the environment in which the charter,company operates, the human resources and compensation/nominating and governance committee shall actively seeksseek out a broad pool of candidates for board positions from diverse ethnic, race, gender and cultural background. The board will strive to maintain a minimum of 25% representation each of men and women. Currently there are two women on the board and with the proposed candidates all being elected at the annual meeting, the board will have a 29% representation of women.
The company also considers diversity of personal characteristics an important element within its executive leadership. Accordingly, diversity, inclusive of the representation of men and women, is a key factor in the company’s talent management strategy, which seeks to identify, mentor and develop current executives and
employees for more senior positions within the organization. As part of its mandate to monitor the talent management strategy, the human resources and compensation/nominating and governance committee ensures that policy objectives are applied when implementing the talent management strategy and when identifying and evaluating internal or external candidates for executive leadership positions.
Stockholders who wish to submit director candidates for consideration by our human resources and compensation/nominating and governance committee at the 20172022 annual meeting may do so by submitting in writing such candidates’ names, in compliance with the procedures and along with the other information required by our by-laws, to the corporate secretary, Resolute Forest Products Inc., 111 Duke Street,Robert-Bourassa Boulevard, Suite 5000, Montréal, Québec, CanadaMontreal, Quebec, H3C 2M1, Canada no earlier than March 3, 2017,February 20, 2022, and no later than April 2, 2017.March 22, 2022.
The board met 11eight times in 2015.2020. No incumbent director attended fewer than 86%100% of the number of regular and special meetings of the board and no incumbent director attended fewer than 98.7 % of the aggregate number of regular and special meetings of the board and of the committees on which the director sits.
We expect each director to attend all regular board meetings, all meetings of the committee(s) on which the director sits and all annual and special meetings of stockholders. All the incumbent directors standing for reelection attended last year’s annual meeting of stockholders. For detailed attendance information for incumbent directors, please see their individual biographical information below.
The board has adopted a written charter for each of its four standing committees: the audit committee, the human resources and compensation/nominating and governance committee, the environmental health and safety committee and the finance committee. Each committee’s charter is available on our website at www.resolutefp.com/about_us/corporate_governance.
Audit Committee
The members of the audit committee are: Jennifer C. Dolan, Suzanne Blanchet, Alain Rhéaume and Michael S. Rousseau (chair). Richard D. Falconer Alain Rhéaume (chair) and Michael S. Rousseau.was also a member of the audit committee until May 12, 2020. The board has determined that each member of the audit committee is “independent” in accordance with the NYSE’s corporate governance standards, our by-laws and rule 10A-3 promulgated pursuant to the Securities Exchange Act of 1934, as amended, or the “Exchange Act.“Exchange Act.” The board has determined that each member qualified as an “audit committee financial expert” in accordance with SEC rules.
The audit committee oversees our financial reporting, internal controls and audit function process on behalf of the board. Its purposes and responsibilities include:
Monitoring the integrity of our financial reporting process, systems of internal control and financial statements.
Monitoring the independence and qualifications of our independent registered public accounting firm.
Overseeing the audit of the Company’scompany’s financial statements.
Monitoring the performance of our internal audit function and independent registered public accounting firm.
Monitoring our compliance with legal and regulatory requirements that could have an impact on the Company’scompany’s financial statements.
Fostering open communications among the board, management, the independent registered public accounting firm and internal auditors.
Reviewing management’s plans to manage the Company’scompany’s exposure to financial risk and report or make recommendations on significant issues to the board.
Overseeing other matters mandated by applicable rules and regulations as well as listing standards of the NYSE.
The audit committee met eight times in 2015.2020.
Environmental, Health and Safety Committee
The members of the environmental, health and safety committee are: Michel P. Desbiens, Jeffrey A. HearnSuzanne Blanchet (chair), Richard D. Falconer,Randall C. Benson, Jennifer C. Dolan and Bradley P. Martin and David H. Wilkins.Martin. The environmental, health and safety committee monitors the policies, management systems and performance of the Company’scompany’s environmental and occupational health and safety matters on behalf of the board.
The primary responsibilities of the environmental, health and safety committee include:
Reviewing the adequacy of the environmental, health and safety programs and performance of the Company.company.
Reviewing annually the Company’scompany’s environmental, health and safety (i) vision and policies and (ii) strategies and objectives.
Reviewing outstanding and potential liabilities for environmental, health and safety matters.
Reviewing with management all significant environmental incidents or occupational accidents within the Companycompany and any event of material non-compliance.
Monitoring the Company’scompany’s relationships with external environmental, health and safety regulatory authorities and with other stakeholders.
Reviewing the company’s strategies, activities, policies and communications regarding sustainability and other related matters.
The environmental, health and safety committee met four times in 2015.2020.
Finance Committee
The members of the finance committee are: MichelRandall C. Benson (chair), Suzanne Blanchet, Bradley P. Desbiens,Martin, Alain Rhéaume and Michael S. Rousseau. Richard D. Falconer (chair), Bradley P. Martin and Alain Rhéaume.was also a member of the finance committee until May 12, 2020. The primary responsibilities of the finance committee include:
Reviewing as needed the adequacy of management’s plans to manage the Company’scompany’s exposure to financial risk and insurance principles and coverage, including those associated with the use of derivatives, currency and interest rate swaps and other risk management techniques.
Reviewing as needed the actual and projected financial situation and capital needs of the Company.company.
Reviewing at least annually the Company’scompany’s tax situation and tax strategy.
Reviewing as needed the Company’scompany’s investor profile and related investor relations and stockholder services of the Company.company.
Reviewing potential merger, acquisition, divestiture, joint venture and other similar transactions and capital expenditure projects to be submitted to the board.
Reviewing at least once a year a report prepared by management on the financial health, from an actuarial perspective, of the benefit plans of the Company’scompany’s subsidiaries, and related funding obligations.
OurThe finance committee met four times in 2015.2020.
Human Resources and Compensation/Nominating and Governance Committee
The members of the human resources and compensation/nominating and governance committee are: Randall C. Benson, Jennifer C. Dolan, Jeffrey A. Hearn,Alain Rhéaume (chair) and Michael S. Rousseau (chair)Rousseau. Richard D. Falconer was also a member of the human resources and David H. Wilkins.compensation/nominating and governance committee until May 12, 2020. The human resources and compensation/nominating and governance committee’s primary responsibilities include:
• | Human resources and compensation |
Reviewing from time to time and approving the structure of the Company’scompany’s executive compensation to ensure the structure is appropriate to achieve the Company’scompany’s objectives.
Evaluating annually the chief executive officer’s performance and compensation, and participating in such evaluation as it relates to other executive officers of the Company.company.
At least annually, working with the chair of the board and the chief executive officer to plan for chief executive officer succession and reviewing the succession planning with the board.
Recommending to the board the appropriate structure and amount of compensation for non-employee directors.
Periodically evaluating the Company’scompany’s executive incentive plans and approving proposed amendments to executive benefit plans.
Reviewing and approving employment, severance and change in control agreements.
Considering the impact of the Company’scompany’s executive compensation program and the incentives created by compensation awards on the Company’scompany’s risk profile, and reviewing all of the Company’scompany’s compensation policies and procedures.
Recommending to the board nominees to serve as officers of the Company.company.
• | Corporate governance |
Overseeing and monitoring compliance with the Company’scompany’s code of business conduct.
Reviewing and overseeing related party transactions and conflicts of interest situations involving the Company,company, its directors, executive officers, the chief accounting officer, and related persons, in consultation with the audit committee as appropriate.
Developing and recommending the Company’scompany’s corporate governance principles to the board.
Making recommendations to the board regarding stockholder proposals and any other matters relating to corporate governance.
• | Board of directors and board committees |
Annually evaluating the size and composition of the board.
Making recommendations to the board regarding any resignation tendered by a director that fails to receive a majority of the votes cast in an uncontested election.
Identifying and recommending qualified director candidates to the board and submitting a slate of nominees for election by stockholders at the annual meeting.
Considering director candidates proposed by stockholders in accordance with the Company’s company’s by-laws.
Ensuring a process by which the board can assess its performance.
Assessing the performance of each board committee annually, including a review of board committee charters.
The human resources and compensation/nominating and governance committee met fourfive times in 2015.2020.
Director CompensationDIRECTOR COMPENSATION
Director Compensation for 20152020
Name | Fees Earned or Paid in Cash(1)(2) | Stock Awards(3) | Option Awards | Non-Equity Incentive Plan Compensation | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation | Total | |||||||||||||||||||||
Michel P. Desbiens | $ | 75,000 | $ | 75,000 | (6) | $ | — | $ | — | $ | — | $ | — | $ | 150,000 | |||||||||||||
Jennifer C. Dolan | 75,000 | 75,000 | (7) | — | — | — | — | 150,000 | ||||||||||||||||||||
Richard Falconer | 90,000 | (4) | 75,000 | (6) | — | — | 3,346 | (8) | — | 168,436 | ||||||||||||||||||
Richard Garneau (5) | — | — | — | — | — | — | — | |||||||||||||||||||||
Jeffrey A. Hearn | 90,000 | (4) | 75,000 | (7) | — | — | — | 9,993 | (9) | 174,993 | ||||||||||||||||||
Bradley P. Martin | 225,000 | (4) | 75,000 | (6) | — | — | 16,715 | (8) | — | 316,715 | ||||||||||||||||||
Alain Rhéaume | 120,000 | (4) | 75,000 | (6) | — | — | — | — | 195,000 | |||||||||||||||||||
Michael Rousseau | 90,000 | (4) | 75,000 | (6) | — | — | — | — | 165,000 | |||||||||||||||||||
David Wilkins | 75,000 | 75,000 | (7) | — | — | — | — | 150,000 |
Name | Fees Earned or Paid in Cash(1)(2) | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(4) | All Other Compensation | Total | |||||||||||||||||||||
Randall C. Benson | $ | 86,625 | (7) | $ | — | $ | — | $ | 75,000 | (8) | $ | 21,687 | $ | — | $ | 183,312 | ||||||||||||
Suzanne Blanchet | 86,625 | (7) | — | — | 75,000 | (8) | — | — | 161,625 | |||||||||||||||||||
Jennifer C. Dolan | 72,188 | — | — | 75,000 | (9) | — | — | 147,188 | ||||||||||||||||||||
Richard D. Falconer(5) | 34,688 | — | — | 75,000 | (8) | 13,361 | — | 123,049 | ||||||||||||||||||||
Yves Laflamme(6) | — | — | — | — | — | — | — | |||||||||||||||||||||
Bradley P. Martin | 216,563 | (7) | — | — | 75,000 | (8) | 54,217 | — | 345,780 | |||||||||||||||||||
Alain Rhéaume | 105,875 | (7) | — | — | 75,000 | (8) | — | — | 180,875 | |||||||||||||||||||
Michael S. Rousseau | 96,250 | (7) | — | — | 75,000 | (8) | — | — | 171,250 |
1. | Retainer fees of all directors were payable in cash, except those of Messrs. Benson, Falconer and Martin, who elected to defer |
2. | The director fees are paid quarterly. |
3. | These amounts represent cash-settled awards granted to each outside director. On February |
Canadian directors received the award in the form of deferred stock units, or “DSUs,” and U.S. directors received the award in the form of restricted stock units, or “RSUs” (collectively, “2020 cash-settled awards”). The 2020 cash-settled awards vested in 25% tranches on the last day of each calendar quarter of 2020. The 2020 cash-settled awards for all directors active as of December 31, 2020, were fully vested. The value of each director’s 2020 cash-settled award based on the per-share closing trading price on the NYSE of shares of the company’s common stock on the last trading day of the year, December 31, 2020, or $6.54, is shown below in the table under “Equity Award Component.”
4. | These amounts represent “premium stock units” credited to the |
Mr. Falconer resigned from the board effective May 12, 2020, due to retirement and his RSUs continued to vest through June 30, 2020. |
6. | As permitted under SEC rules, all of Mr. Laflamme’s compensation from the company for 2020 is set forth in the Summary Compensation Table because he was a named executive officer in 2020. Mr. Laflamme did not receive any additional compensation for his service on the board. |
7. | Mr. Martin serves as chair of the board. However, because Mr. Martin is not an independent director under SEC standards, the board appointed Mr. Rhéaume as lead director and approved an additional retainer for his service in this capacity. The “Fees Earned or Paid in Cash” column |
Messrs. Martin and Rhéaume received in |
The |
9. | The 2020 cash-settled award to Ms. Dolan was in the |
Compensation payable to the non-employee directors is based on an annual retainer fee, payable in cash in equal quarterly installments. The annual retainer fee has remained unchanged since 2011 at $75,000. In recognition of their added accountabilities, the board chair, lead director and committee chairs receive additional annual fees, payable in cash in equal quarterly installments. The additional annual fees also remained unchanged since 2011 at $150,000 for the board chair, $25,000 for the audit committee chair and $15,000 for the other committee chairs. The lead director receives an additional annual fee of $20,000. The Companycompany reimburses all directors for reasonable expenses incurred in connection with attending board and committee meetings. In response to the company’s capacity reduction for its wood products and paper segments due to the COVID-19 pandemic, the compensation committee recommended, and the independent members of the board approved, a quarterly retainer fee reduction of 15% for the non-employee directors for the second quarter. Effective for the third quarter, the full quarterly retainer fee was reinstated. The directors did not receive any additional fees to make-up for the 15% fee reduction during the second quarter.
Resolute Forest Products Outside Director Deferred Compensation Plan
Non-employee directors hadhave an opportunity to defer all or a portion of their cash fees under the director deferred compensation plan. Fees deferred pursuant to the director deferred compensation plan are credited as DSUs for Canadian directors and as RSUs for U.S. directors. The number of deferred compensation DSUs and RSUs is determined by dividingmultiplying 110% oftimes the amount of fees deferred and dividing this amount by the volume weighted average of the highest and lowest prices per share at which the Company’scompany’s common stock was traded on the NYSE on each of the five business days immediately before the date the fees would otherwise be paid, resultingpaid. This formula results in a 10% incentive (referred to in the director deferred compensation plan as the “premium“premium stock units”units”).
The following table describes how DSUs and RSUs are vested and paid under the director deferred compensation plan:
Key Provisions | DSUs under Director Deferred Compensation Plan | RSUs under Director Deferred Compensation Plan | ||
Vesting | • Non-premium DSUs and RSUs are always 100% vested
• Premium DSUs and RSUs vest one-third on March 31 of the first three calendar years following the year in which they are credited, but with automatic 100% vesting upon termination of board service for any reason other than cause | |||
Form of Payment | Lump sum payment in cash | Installment payments in cash | ||
Timing of Payment | •
• If the director is not subject to Code Section 409A, all non-premium DSUs and vested premium DSUs are paid by December 15 of the calendar year following the calendar year of his or her termination of board service, unless the director provides advance written notice specifying an earlier settlement date | • Generally, one-third of all non-premium RSUs and all vested premium RSUs are paid as soon as administratively feasible after each premium RSU vesting date
• All non-premium RSUs and vested premium RSUs are paid as soon as administratively feasible after termination of board service for any reason other than cause before scheduled payment dates | ||
|
of “Cause”
• Commission of a felony or a crime involving moral turpitude, or other material act or omission involving dishonesty or fraud
• Engaging in conduct that would bring or is reasonably likely to bring the Company or any of its affiliates or subsidiaries into public disgrace or disrepute, or that would affect the Company’s or any affiliate’s or subsidiary’s business in any material way
• Failure to perform duties as reasonably directed by the Company (which, if reasonably curable, is not cured within 10 days after notice thereof is provided to the director)
• Gross negligence, willful malfeasance or a material act of disloyalty or other breach of fiduciary duty with respect to the Company, its affiliates or subsidiaries (which, if reasonably curable, is not cured within 10 days after notice is provided to the director)
Equity Component
In addition to the cash fee component of the directors’ compensation, to ensure the directors’ interests are aligned with those of the stockholders, we grant an annual equity-based awardsaward to each director. The 2015 annual2020 equity award was granted on February 16, 2015.settles in cash. The Human Resourceshuman resources and Compensation/Nominatingcompensation/nominating and Governance Committeegovernance committee (“compensation committee”) adheres to a policy that sets the annual grant date for director equitythe annual awards (whether granted as a stock-settled award or cash-settled award) as the eighth trading date after the release of fourth quarter earnings. For the 2020 cash-settled award, the grant date was February 11, 2020.
The 20152020 annual equitycash-settled award and its terms are highlighted in the Director Compensation table above and the accompanying footnotes. In addition to the terms noted above, the following table describes how the 20152020 annual equitycash-settled award is vested and settled:
Key Provisions | DSU Awards | RSU Awards | ||
Vesting upon Termination of Service | • Upon failure to be re-elected or mandatory retirement,pro ratavesting of
• Upon death or disability, accelerated vesting of the tranche of DSUs or RSUs scheduled to vest at the end of the calendar quarter of the director’s termination date
• Upon termination for cause, forfeiture of all vested and unvested DSUs or RSUs
• Upon any other termination (including resignation), forfeiture of all unvested DSUs or RSUs | |||
Form of Settlement | Lump sum payment in | Installment payments in | ||
Timing of Settlement | • Vested DSUs will be settled upon termination of board service | • Generally, vested RSUs will be settled in one-third increments on March 31 of
• Accelerated settlement upon termination of service for any reason other than cause | ||
| •
| |||
|
The following table shows the total outstandingannual awards held by the directors at December 31, 2015. The option award represents the award granted to all directors except Ms. Dolan and Messrs. Desbiens and Martin upon the Company’s emergence from creditor protection proceedings. It was a one-time option grant and is not a part of the directors’ annual compensation program. The remaining awards were in the form of DSUs(DSUs for Canadian directors and RSUs for U.S. directors.directors) granted to the directors since their appointment on the board and the market value of each award at December 31, 2020. Each award had an initial grant value of $75,000. All awards are vested. At December 31, 2020, each active director continues to hold all shares settled for awards granted in prior years.The number of units below reflect the number awarded at grant plus dividend equivalents that were issued.
Grant Date | Option Awards | Stock Awards | ||||||||||||||||||||||||||
Number of Securities Underlying Unexercised Options | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Vested | Market Value of Shares or Units That Have Vested(2) | ||||||||||||||||||||||||
Name | Exercisable | Unexercisable | ||||||||||||||||||||||||||
Each Director at 12/31/15, except Ms. Dolan, Mr. Desbiens and Mr. Martin(1) | 01/09/11 | 9,302 | — | $ | 23.05 | 01/09/2021 | — | $ | — | |||||||||||||||||||
04/08/11 | — | — | — | — | 2,711 | 20,522 | ||||||||||||||||||||||
02/27/12 | — | — | — | — | 4,889 | 37,010 | ||||||||||||||||||||||
02/18/13 | — | — | — | — | 5,459 | 41,325 | ||||||||||||||||||||||
02/11/14 | 3,872 | 29,311 | ||||||||||||||||||||||||||
02/16/15 | — | — | — | — | 4,072 | 30,825 | ||||||||||||||||||||||
Mr. Martin at 12/31/15 | 08/06/12 | — | — | — | — | 3,290 | 24,905 | |||||||||||||||||||||
02/18/13 | — | — | — | — | 5,459 | 41,325 | ||||||||||||||||||||||
02/11/14 | 3,872 | 29,311 | ||||||||||||||||||||||||||
02/16/15 | — | — | — | — | 4,072 | 30,825 | ||||||||||||||||||||||
Ms. Dolan and Mr. Desbiens at 12/31/15 | 08/07/13 | — | — | — | — | 2,835 | 21,461 | |||||||||||||||||||||
02/11/14 | 3,872 | 29,311 | ||||||||||||||||||||||||||
02/16/15 | — | — | — | — | 4,072 | 30,825 |
Name(1) | Grant Date | Number of Stock Units and Dividend Equivalents(2) | Market Value at 12/31/20(3) | |||||||||
Messrs. Falconer, Rhéaume and Rousseau | 04/08/11 | 3,188 | $ | 20,850 | ||||||||
02/27/12 | 5,749 | $ | 37,598 | |||||||||
02/18/13 | 6,419 | $ | 41,980 | |||||||||
02/11/14 | 4,553 | $ | 29,777 | |||||||||
02/16/15 | 4,788 | $ | 31,314 | |||||||||
02/15/16 | 21,199 | $ | 138,641 | |||||||||
02/13/17 | 19,171 | $ | 125,378 | |||||||||
02/12/18 | 11,292 | $ | 73,850 | |||||||||
02/12/19 | 9,352 | $ | 61,162 | |||||||||
02/11/20 | 23,734 | $ | 155,220 | |||||||||
Ms. Blanchet at 12/31/20 | 02/12/19 | 9,352 | $ | 61,162 | ||||||||
02/11/20 | 23,734 | $ | 155,220 | |||||||||
Mr. Martin at 12/31/20 | 08/06/12 | 3,869 | $ | 25,303 | ||||||||
02/18/13 | 6,419 | $ | 41,980 | |||||||||
02/11/14 | 4,553 | $ | 29,777 | |||||||||
02/16/15 | 4,788 | $ | 31,314 | |||||||||
02/15/16 | 21,199 | $ | 138,641 | |||||||||
02/13/17 | 19,171 | $ | 125,378 | |||||||||
02/12/18 | 11,292 | $ | 73,850 | |||||||||
02/12/19 | 9,352 | $ | 61,162 | |||||||||
02/11/20 | 23,734 | $ | 155,220 | |||||||||
Ms. Dolan at 12/31/20 | 08/07/13 | 2,835 | $ | 18,541 | ||||||||
02/11/14 | 3,872 | $ | 25,323 | |||||||||
02/16/15 | 4,072 | $ | 26,631 | |||||||||
02/15/16 | 19,085 | $ | 124,816 | |||||||||
02/13/17 | 18,215 | $ | 119,126 | |||||||||
02/12/18 | 11,292 | $ | 73,850 | |||||||||
02/12/19 | 9,352 | $ | 61,162 | |||||||||
02/11/20 | 23,734 | $ | 155,220 | |||||||||
Mr. Benson at 12/31/20 | 08/14/17 | 9,564 | $ | 62,549 | ||||||||
02/12/18 | 11,292 | $ | 73,850 | |||||||||
02/12/19 | 9,352 | $ | 61,162 | |||||||||
02/11/20 | 23,734 | $ | 155,220 |
1. | Mr. |
2. | Vested awards for the Canadian directors will be settled either in shares of common stock or cash upon termination from board service pursuant to the award agreements. Shares under the vested awards for the U.S. directors are being settled either in shares of common stock or cash pursuant to the award agreements, which provide for one-third of each award to be settled each year, beginning with the year after the award is vested. |
3. | The fair market value shown is based on the per-share closing trading price on the NYSE of shares of the |
In addition, on January 9, 2011, and upon the company’s emergence from creditor protection proceedings, Messrs. Falconer, Rhéaume and Rousseau received a one-time option grant. The option award covered 9,302 shares with a $23.05 exercise price. The option was fully exercisable, but expired on January 9, 2021. Option awards are not a part of the directors’ annual compensation program.
Stock Ownership Guidelines
We have established stock ownership guidelines for directors to ensure that they are also stockholders, thereby aligning their interests with those of other Companycompany stockholders. Under the guidelines, each director must own shares or share equivalents of Companycompany stock equal to three times the annual cash retainer fee ($225,000 in total as of December 31, 2015)2020). For purposes of the guidelines, all shares directly owned and deferred stock units (whether DSUs or RSUs, and whether vested or unvested)unvested, and cash or stock-settled) are included in the calculation. Unexercised stock options are not included in the calculation. Until the stock ownership requirement is met, the guidelines require directors to hold all shares received upon settlement of stock units (excluding shares withheld for taxes)sold to pay taxes associated with settled shares) and a number of shares equal to 50% of any gain realized upon option exercise. In 2017, the compensation committee updated the guidelines to require a director who does not meet the guidelines to purchase shares or share equivalents with the net proceeds of any cash-settled awards. To determine whether a director has met the stock ownership requirement, the shares or share equivalents held by each director will beare calculated on the basis of the higher of the (i) price at time of settlement and (ii) fair market value of the common stock at the time of measurement, while share equivalents are calculated on the basis of the higher of the (i) price at time of grant and (ii) fair market value of the common stock at the time of measurement.
As of December 31, 2015, Messrs. Falconer and Martin2020, all members of the board of directors, except Ms. Blanchet, own sufficient shares or share equivalents to meet the stock ownership requirement, based on the December 31, 2020 per-share closing price of $7.57.$6.54. Ms. Dolan and Mr. Desbiens continueBlanchet continues to hold theirher shares or share equivalents pursuant to the guidelines, but did not meet the stock ownership requirement as of December 31, 20152020, given theirher shorter tenure on the board and the change in stock price. The
remaining directors, Messrs. Hearn, Rhéaume, Rousseau and Wilkins, met the stock ownership requirement as of December 31, 2014 but, despite continuing to hold their shares, did not meet the stock ownership requirements as of December 31, 2015 given the decrease in the price of Company stock in 2015.
The Company’scompany’s corporate governance principles provide the framework under which we consider “related party transactions,” which are generally relationships and transactions involving more than $120,000 in any fiscal year in which the Companycompany is a participant and in which any director, executive officer, holder of more than 5% of our outstanding common stock or any of their immediate family members has a direct or indirect material interest. The human resources and compensation/nominating and governance committee, in consultation with the audit committee when appropriate, is responsible for implementing and overseeing policies and procedures for related party transactions and conflict of interest situations, and also reviews all related party transactions or potential conflict of interest situations involving the Company,company, its directors, executive officers, the chief accounting officer and related persons. The board may also create special independent committees from time to time to review certain transactions, including related party transactions. The corporate governance principles provide that directors may not enter into a transaction with the Companycompany without first disclosing the transaction and obtaining advance approval by the board and the human resources and compensation/nominating and governance committee, and the director must recuse himself or herself from board consideration and decision on any such transaction.
According to a Schedule 13G filing made with the SEC, BlackRock, Inc. ceased to be a holder of more than 5% of our outstanding common stock as of January 31, 2015. Under a previously established business relationship, BlackRock Asset Management Canada Limited, a subsidiary of BlackRock, Inc., provided investment management services for the benefit of our pension plans. In 2015, we paid BlackRock approximately $281,857 (converted from Canadian dollars to U.S. dollars based on the average exchange rate for 2015, or $0.7291) in fees for providing such investment management services. The engagement of BlackRock has been on terms no more favorable to it than terms that would be available to unaffiliated third parties under similar circumstances.
On June 8, 2015, Resolute Forest Products Inc. acquired 2,749,127 shares of its common stock in a single open market block transaction under its existing share repurchase program. The total purchase price was approximately $31.4 million. According to a Form 4 filed on June 9, 2015, the seller was Steelhead Navigator Master L.P. and, prior to such transaction, beneficially held 10% or more of the shares of common stock of the Company then outstanding.
On September 16, 2015, Resolute Forest Products Inc. acquired 2,000,000 shares of its common stock in a single open market block transaction under its existing share repurchase program. The total purchase price was $18.7 million. According to a Schedule 13G/A filed on September 16, 2015, the seller was Steelhead Navigator Master L.P., a beneficial holder of approximately 7.7% of our shares of common stock then outstanding after giving effect to the transaction.
Compensation Discussion & Analysis
Executive Summary
This Compensation Discussion and Analysis, or “CD“CD&A,,” summarizes our executive compensation philosophy and programs, the decisions made under those programs and any changes made to reflect our business objectives. While the executive compensation program is generally applicable to the president and chief executive officer and allthe senior vice presidents,management, this CD&A focuses on the compensation of our “named executive officers” for 2015:2020:
Richard Garneau,Yves Laflamme, president and chief executive officer
Jo-Ann Longworth,Remi G. Lalonde, senior vice president and chief financial officer
Yves Laflamme, senior vice president, wood products, procurement and information technology
André Piché, senior vice president, tissue group (formerly,John Lafave, senior vice president, pulp and paper operations)sales and marketing
Richard Tremblay, senior vice president, pulp and paper group (formerly,operations
Jacques Vachon, senior vice president, pulpcorporate affairs and paper operations)chief legal officer
Messrs. PichéMr. Laflamme stepped down and Tremblay joinedretired from the Company’sposition of president and chief executive teamofficer effective as of 11:59 PM on February 5, 2014, each as senior vice president, pulp28, 2021. On March 1, 2021, Mr. Lalonde was appointed to this position. These events were disclosed in a Form 8-K filed on November 10, 2020. Mr. Lalonde and paper operationsthe company finalized the terms of his employment and shared oversight ofchange in control agreements after the Company’s pulpcompany’s Form 10-K was filed on March 1, 2021. In accordance with SEC rules, this CD&A and paper operations until June 1, 2015, reporting to Mr. Garneau. In connection with the Company’s announcement on June 1, 2015 to enter the North American consumer tissue market, the Company made some changes to the executive team. The board of directors appointed Mr. Piché as senior vice president for the tissue group giving him the responsibility to lead the Company’s new strategic business while continuing to oversee three pulp and paper mills. The board of directors appointed Mr. Tremblay as senior vice president for the pulp and paper group and significantly expanded his responsibilities and team. They both continue to report to Mr. Garneau.
The human resources and compensation/nominating and governance committee (referred to as the compensation committee in this Executive Compensation section) maintained the executive compensation program for 2015 as highlightedinformation provided in the “Tabular Disclosure of Executive Compensation” following tablethe CD&A describe the compensation in effect for their respective positions in 2020. However, because Mr. Laflamme stepped down and discussedretired in greater detail2021 and the announcement was made in this CD&A.2020, the information provided under “Severance and Change in Control Arrangements” describes the actual payments made upon his termination.
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ObjectivesOverview of Compensation Program
Our executive compensation program is designed to meet the following objectives:
Attract and retain team members with superior management ability, insight and judgment who will pursue the re-positioningrepositioning of the Companycompany for long-term growth, with a focus on operational excellence and the creation of a sustainable and diversified portfolio of products;
Motivate and reward the president and chiefnamed executive officer and all senior vice presidentsofficers for their contributions to the Company’scompany’s growth and profitability on a short- and long-term basis by linking a significant portion of the compensation package to the achievement of specific financial measures and other Companycompany goals and objectives;
Encourage superior individual performance by recognizing individual performance in the short-term incentive plan and rewarding, through limited discretionary cash awards, demonstrated effectiveness and remarkable initiatives, namely behaviors that enhance overall corporate performance; and
Ensure a strong alignment between executivesnamed executive officers and all stockholder interests.
To further these objectives, the following chart shows the primary compensation elements, which are further detailed under “Elements of Our Executive Compensation Program.”
In developing the executive compensation program, the compensation committee incorporates best practices, including the following:
Executive Compensation Process
Role of the Compensation Committee
The compensation committee independently assesses the performance goals and objectives of the president and chief executive officer and makes recommendations to the board as to the amounts and individual elements of his total compensation. The independent directors of the board ultimately approve the final compensation package for the president and chief executive officer. For the senior vice presidents,other named executive officers, the compensation committee evaluates and approves all elements of total compensation. The compensation committee exercises discretion as needed for a given executive’s compensation.
Since 2014, the company implemented and uses an integrated leadership system designed to increase organizational capabilities. The leadership system is designed to:
Optimize the organization’s structure;
Clarify each employee’s role and accountabilities;
Provide a robust approach to evaluating employees’ demonstrated effectiveness and long-term potential;
Improve leadership practices to enhance each employee’s opportunity to drive success individually and, ultimately, for the company;
Better link compensation to individual performance; and
Improve the succession-planning process.
By focusing on providing the right tools for individual success, the company strives to provide its employees with the means to reach their full potential and, therefore, enhance shareholder value, product quality for our clients, and the health and safety of our employees.
As part of this system, each year, the named executive officers reporting to the president and chief executive officer are appraised on three elements: mastery of their basic roles, remarkable initiatives and behaviors that can have an adverse effect on their own effectiveness or on the team. The appraisal reviews also identify areas for improvement. These reviews influence the adjustments made to the compensation amounts of these named executive officers.
Role of the Independent Compensation Consultant
Consistent with its authority under its charter, the compensation committee selects and retains its own independent advisors to provide guidance on the competitiveness and appropriateness of the compensation programs for the president and chiefnamed executive officer and all senior vice presidents.officers. For 2015,2020, the compensation committee retained Hugessen Consulting to provide this advice. In 2015,2020, Hugessen Consulting’s aggregate fees were $16,202$19,688 (converted from Canadian dollars to U.S. dollars based on the average exchange rate for 2015,2020, or $0.7816)$0.7462).
As more fully described below, Hugessen Consulting assists the compensation committee in benchmarking certain elements of the executive compensation program against the Company’scompany’s comparator groups (described below) and advises on the risk elements of the program. Hugessen also provides management advice on these matters, as directed by the chair of the compensation committee. While internal and external information and advice have been used in the ongoing assessment of the executive compensation programs, the compensation committee and the independent members of the board retained the full responsibility for all decisions related to the Company’scompany’s compensation programs and plans as well as their implementation.
To this end,Role of Management
The compensation committee and the president and chief executive officer meet to discuss his performance against the objectives established for him in the beginning of the year. The compensation committee reviews his performance and shares its evaluation with the president and chief executive officer.
The president and chief executive officer provides the compensation committee with his feedback on the performance of the other named executive officers. While the compensation committee considers the president and chief executive officer feedback and any recommendations, the compensation committee makes the final determinations of the compensation decisions for the named executive officers.
Timing of Compensation Decisions
The compensation committee evaluates total direct compensation (comprising of base salary and short-term and long-term incentives) against the median level of the Company’scompany’s comparator groups. It makes its compensation decisions on various elements at different times in the year:
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| Recommended for approval and the independent members of the board of directors approved, the and payout of the 2016 performance stock unit award | |||
February 2020 | • | Reviewed the main elements of the executive compensation program, including perquisites, to assess any changes to the program | ||
• | Reviewed named executive officers’ compliance with stock ownership guidelines | |||
May | •
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• | Recommended for approval and | |||
October | • | Recommended for approval and the independent members of the board approved the annual equity grant for named executive officers | ||
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| Reviewed the | |||
December |
| Evaluated the compensation risk assessment | ||
February | • | Recommended for approval and the independent members of the board of directors approved the
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2015 2020 Say-on-Pay Vote
Stockholders approved our executive compensation with over 99%91.67% of the votes cast in favor of the non-binding resolution approving executive compensation, or the “say-on-pay”“say-on-pay” vote, at the 20152020 annual meeting of stockholders.
Setting Compensation Levels—Levels — Benchmarking Data
Our executive compensation structure adheres to a pay-for-performance framework with a mix of cash and non-cash elements. There is no formal policy for allocating a certain percentage of pay between cash and non-cash or short-term or long-term pay. The compensation committee favors a mix that is more weighted to variable pay through a short-term cash incentiveSTIP and a long-term, equity incentive,LTIP, which puts a significant portion of compensation at-risk.at risk. The following shows the intended mix for the three main elements of pay since 2011. pay.
President and Chief Executive Officer | All Other Named Executives | |
The weighted mix, as shown below,above, is based on the following assumptions: (i) base salary is the salary in effect at December 31, 2015;2020; (ii) the 2015a 2020 STIP at target payout of 100% of base salary; (iii) the value of the annual equity grants (described below) is based on 125% of base salary (225% for the president and chief executive officer)officer (including Mr. Lalonde in anticipation of his March 1, 2021, appointment)); and (iv) parityassuming a fixed exchange rate between the Canadian and U.S. dollars.dollars throughout the year.
Level President and chief executive officer All other named executive officers Total Direct Compensation Base Salary Short-Term
Incentive
(at Target Payout) Long-
Term
Incentive 23.5 % 23.5 % 53.0 % 31.0 % 31.0 % 38.0 %
The compensation committee annuallyregularly assesses the competitiveness of aggregate total direct compensation (base salary, target short-term incentive and long-term incentives) and each element individually for the president and chiefnamed executive officer and all senior vice presidents.officers. To make this assessment, the compensation committee uses market data based on two comparator groups. In 2014, the compensation committee worked with Hugessen to review the comparator groups and provide market data for benchmarking aggregate total direct compensation and each individual element. The compensation committee historically updated the market data every year, but beginning in 2015, the compensation committee will update the information every two years. As a result, for 2015, in consultation with Hugessen, the compensation committee used the 2014 market data, adjusted by 3%. The compensation committee will reassess the comparator groups and update the market data in 2016.
For reference in 2014, the primary comparator group consisted of 10 industry peers (“industry comparator group”). The second comparator group consisted of a blend of 14 Canadian companies and 38 U.S. companies that were part of Willis Towers Watson’s databank and selected based on industry (the forest and paper products industry) and revenues in certain commodity and other industrial industries (“blended comparator group”). Three companies appeared in both the Canadian and U.S. company comparator groups. The 38 U.S. companies in the blended comparator group also included four of thegroups: an industry comparator group companies.
The industryand a blended comparator group for 2014 was comprised of the following eight U.S. companies and two Canadian companies in the pulp and paper, wood products and packaging sectors:group.
Industry Comparator Group | Blended Comparator Group | |||||||
12 industry peers (3 Canadian companies and 9 U.S. companies)1: | 48 companies representing a blend of 15 Canadian companies and 33 U.S. companies,2 based on Willis Towers Watson’s databank, selected based on the forest and paper products industry and revenues in certain commodity and other industrial industries | |||||||
Bemis Company Inc. Canfor Pulp Products, Inc. Cascades Inc. Clearwater Paper Corporation Domtar Corporation Graphic Packaging Holding Company | KapStone Paper and Packaging Corporation Louisiana-Pacific Corporation | |||||||
Packaging Corporation of America | P. H. Glatfelter Company | |||||||
Sonoco Products Company | Western Forest Products Inc. |
1. | The comparator group was initially developed by focusing on publicly traded companies with headquarters, operations and sales in Canada and the U.S. that are in the paper packaging, paper or forest products industry. To further narrow the industry comparator group, the company identified the companies with revenue and a total enterprise value between 1/3 to three times that of the company’s revenue and total enterprise value. Finally, the group was refined to its final 12 companies based on peer size with a focus on paper products and packaging companies that have a majority of U.S.-based sales and substantial sales of coated papers, wood products and pulp products. While revenue size is a primary criteria for narrowing the industry comparator group and Western Forest Products Inc. is outside of the revenue criteria, its focus on specialty paper and as lumber producer located in Canada made it an appropriate industry peer. |
2. | In the blended comparator group, only one company appeared in both the Canadian and U.S. company groups. The 25 U.S. companies and 15 Canadian companies in the blended comparator group also included nine of the industry comparator group companies. |
The compensation committee updates the information regularly, with the last update in 2018. In consultation with Hugessen, because the compensation committee reassessed the comparator groups and market data in 2018, the compensation committee used the 2018 comparator group market data, as adjusted for 2019. The adjusted 2019 was increased by 1.75% when making its compensation assessments in 2020.
While total direct compensation for each named executive officer was compared against both comparator groups each time a comparable position existed in both groups, the compensation committee assessed compensation adjustments against the industrya given comparator group for the following positions: president and chiefeach named executive officer; senior vice president, pulp and paper group; and senior vice president, wood products, procurement and information technology. The industry comparator group was appropriate for these positions because the positions require specific knowledge of the forest products industry to implement the Company’s strategic plans. Whenofficer. In addition, when benchmarking to the industry comparator group, the position for the president and chief executive officer was matched with the chief executive officer at the comparator companies. The senior vice president, pulp and paper group and senior vice president, wood products, procurement and information technology were matched with the next two highest paid named executive officers (after the chief executive officer and chief financial officer) among the comparator companies as well as on position.
The blended comparator group was used for the senior vice president and chief financial officer because this position performs corporate functions and has a skill set that is transferable across industries. As a result, the blended comparator group was appropriate for this position. When benchmarking to the blendedeither comparator group, the comparison was made based on position.
In addition,position, on a currency neutral basis, and against the blended comparator group was usedmedian for the senior vice president, tissue group, because a comparable position was not available in the industryrespective comparator group.
The following chart shows the resulting comparisons against the respective comparator group, using salary levels in effect beforeafter the June 2015August 2020 base salary adjustments described further below underBase Salary.
Level | Comparator Group | Base Salary | Term Incentive (at Target Payout) | Target Total Cash | Equity Award Value | Total Direct Compensation | ||||||
President and chief executive officer | Industry1 | Below Median | Below Median | Below Median | Below Median | Below Median | ||||||
Senior vice president and chief financial officer | Blended | |||||||||||
| Below Median | Above Median | Below Median | Below Median | Below Median | |||||||
Senior vice president, pulp and paper sales and marketing | Blended2 | In Line Median | Above Median | Above Median | Above Median | Above Median | ||||||
Senior vice president, pulp and paper operations | Industry1 | Below Median | Above Median | Above Median | Below Median | Above Median | ||||||
Senior vice president, corporate affairs and chief legal officer | Blended2 | Below Median | Above Median | Above Median | Below Median | Below Median |
1. | ||||||||||||
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2. | The blended comparator group was appropriate for these positions because each of these positions perform corporate functions and have a skill set that is transferable across industries. |
Elements of Our Executive Compensation Program
The following highlights the elements of the Company’scompany’s executive compensation program and the basis for the elements:elements.
Base salary
We provide senior managementnamed executive officers with a level of assured cash compensation in the form of base salary. The compensation committee considers future adjustments in base salary as a result of changes in accountabilities and performance, including progression in mastery of the defined roles, or if other circumstances warrant a change in base salary. When considering base salary adjustments, the compensation committee takes into account each named executive officer’sthe demonstrated effectiveness appraisal rating for performingof the expected duties of their defined roles. Among other things, the appraisal reviews and assesses each named executive officer’s masteryofficers reporting to the president and chief executive officer.
In response to the company’s capacity reduction for its wood products and paper segments due to the COVID-19 pandemic, the compensation committee recommended, and the independent members of his or her roles and identifies areasthe board approved, base salary reductions ranging from 5% to 15% for improvement.the named executive officers effective from April 1, 2020 through June 30, 2020. Effective July 1, 2020, the base salary levels that were in effect before April 1, 2020 were reinstated. The named executive officers did not receive any additional base salary to make-up for the base salary reductions that were in effect during the second quarter.
When assessing the annual adjustments, the compensation committee also considers the base salary ranges for ourthe comparator groups to assess each officer’s proximity to the median for the comparator groups. As noted above, when determining the 2015 base salary adjustments, the compensation committee reviewed the 2014 market data, adjusted by 3%. The benchmarking data showed that the base salary levels continued to be below the median level, based on the respective comparator group, for all named executive officers.
Following the compensation committee’s review of the benchmarking data and itsthe performance assessment for all named executive officers, the compensation committee recommended, and the independent members of the board approved, effective JuneAugust 1, 2015,2020, base salary adjustments for the named executive teamofficers as follows: a 10%1.75% base salary increase for Messrs. Laflamme and Vachon, a 1.50% base salary increase for Messrs. Lafave and Tremblay and a 11.89% base salary increase for Mr. Garneau, 4%Lalonde. When Mr. Lalonde was appointed senior vice president and chief financial officer in 2018, his base salary increase for Ms. Longworth, and 5%was established at a level materially lower than the peer group benchmark. While a further adjustment was made in 2019, Mr. Lalonde’s base salary increase forremained materially lower than the peer group. The 2020 salary adjustment was intended to narrow the gap between Mr. Laflamme. Messrs. Piché and Tremblay receivedLalonde’s base salary increases of 9.2% and 17.6%, respectively, primarily for recognition of their increased responsibilities. Specifically, Mr. Piché’s base salary increase recognized his new role in leading the tissue group, the Company’s new strategic business, and his continued oversight of three pulp and paper mills, while Mr. Tremblay’s base salary increase recognized that his responsibilities were significantly expanded to include oversight of the pulp and paper business unit (namely, with the exception of the pulp and paper mills under Mr. Piché’s direction, the remaining pulp and paper mills as well as pulp and paper sales and marketing). In addition, Mr. Tremblay’s responsibilities include a range of operational support functions such as operational excellence, engineering, energy, production planning, logistics, and customer service for the pulp and paper operations.
Because the executive team resides in Canada and the U.S.,benchmark.
The compensation committee established a currency policy in 2014 the independent members of the board of directors approved a new currency policy to address currency fluctuations that can impact parity among its named executive team. It also allows for smoother benchmarking to comparator companies that are paid in U.S. dollars. Specifically, baseofficers. Base salary is established assuming parity in the Canadian and U.S. dollars, with a portion paid in Canadian dollars and a portion paid in U.S. dollars based on the geographic location of the Company’scompany’s pulp, paper and papertissue production capacity as of the prior December 31. As a result, for 2015, 52%2020, 68.9% of an executive’s salary was paid in Canadian dollars and 31.1% in U.S. dollars. Except for Mr. Laflamme who is paid in U.S. dollars, and 48% in Canadian dollars. Thethe numbers shown in the Summary Compensation Table have been converted to U.S. dollars at exchange rates disclosed in the footnotes to the table. For 2016,2021, the portion of base salary paid in Canadian dollars versus U.S. dollars versus Canadian dollars changed slightly to 53%will be 63.5% and 47%36.5%, respectively, based on the geographic mix of the Company’scompany’s pulp, paper and papertissue production capacity as of December 31, 2015.2020.
20152020 STIP
The annual short-term incentive plan awards allrewards the eligible named executive officers for the achievement of the following performance measures that reflect the Company’scompany’s business strategy and factors driving shareholder value:
Generating targeted income from operations;
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Controlling selling, general and administration costs, or “SG&A costs;”
Improving safety performance; and
Improving environmental performance.
As in past years, the 2015
The 2020 STIP did not reward individual performance and instead remainedprimarily focused on rewarding corporate performance. The 2015 STIP mirrored the 2014 STIP in design. A key feature of the 2015 STIP balanced stockholder return with rewarding individuals for achieving our business objectives. Specifically,objectives while balancing stockholder return.
To determine the 2015full STIP contained an overall limitpayout, two amounts are determined – one amount is attributable to achievement of company performance goals and a second amount is attributable to individual performance. The two amounts are added together for a final STIP payout amount.
To determine the amount attributable to achievement for the company performance goals, the eligible named executive officer’s STIP compensation target is first multiplied by the actual percentage payout for the company performance metrics. This amount is further multiplied by 85%.
To determine the amount, if any, attributable to individual performance, the eligible named executive officer’s STIP compensation target is multiplied by the actual percentage payout for the company performance metrics and by a percentage up to 30% reflecting the executive’s individual payout factor. The individual payout factor is qualitative and is based on the executive’s achievement of goals, exceptional personal or team contribution or results, level of demonstrated effectiveness in the role and remarkable initiatives, subject to the individual performance STIP pool. For the eligible named executive officers and other senior vice presidents, the individual performance STIP pool is the sum of all eligible executives’ base salary, multiplied by the actual achievement of the company performance metrics, further multiplied by 15%.
For 2020, the total amount that could be paidpayable to allthe eligible named executive officers and the other senior vice presidents, as well to certain other eligible employees as a short-termfor the portion of their incentive attributable to the achievement of business objectives, is further limited to 5% of free cash incentive under the planflow. The limit applied even if performance was met. This limit remained set at 7% oflevels were achieved. For this purpose, free cash flow which is defined as net cash provided by operating activities, less asset maintenance safety and environmental capital expenditures, adjusted for cash reorganizationspecial items.
Unless the compensation committee determines otherwise, named executive officers remain eligible for prorated awards if they retire during the year or are terminated other than for cause after July 1, 2020. Named executive officers who voluntarily resign or are terminated for cause before payment is made will not be eligible. The company may adjust financial and restructuring costs, additional pension contributions toward past servicecost metrics, and may adjust any and all awards in its discretion. Awards are discretionary and subject to modification until they are made, including increases, decreases, cancellations, deferrals and other special items.
conditions, even if performance levels have been met. For the president and chief executive officer and all senior vice presidents, including alleligible named executive officers, payout levels were established as a percentage of base salary (as in effect on December 31, 2015)2020). No officer or individual was guaranteed a minimum payout under the 20152020 STIP. The 20152020 STIP also provided authority to the compensation committee to adjust or cancel awards under the 20152020 STIP at its discretion.
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2020 STIP Payout Levels (Percentage of Base Salary at 12/31/20) | ||||
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Threshold | Target | Maximum | ||
42.5% | 100% | 172.5% |
In establishing the payout percentages, the compensation committee used benchmarking data from its comparator groups. The payout percentages have remained the same since the 2011 STIP. In general, the incentive target threshold of 100% is above the median for our comparator groups, but, combined with the 5% of free cash flow limit on STIP payments described above plus lower base salary levels in its comparator groups, reflects the compensation committee’s adherence to conditioning a significant portion of pay on Companycompany performance. The 42.5% threshold payout level assumes a percentage payout for the company performance metrics of 50% multiplied by 85% attributable to achievement of business objectives and no amount attributable to individual performance. The 172.5% maximum payout level assumes a percentage payout for the company performance metrics of 150% multiplied by 115%, 85% being attributable to achievement of business objectives and 30% being attributable to individual performance.
The table below sets forth the performance measures approved by the compensation committee for the 20152020 STIP that apply to the eligible named executive officers, the associated weight given to each measure and the business objective to which it relates.
Performance Measure | Business Objective/Core Value | |||||
Income from operations | % | Maximizing profitability | ||||
SG&A cost control | % | Maximizing profitability | ||||
Safety | 20 | % | Continuous improvement of safety performance | |||
Environmental | 5 | % | Continuous improvement of environmental performance |
AllThe eligible named executive officers earned a 2015 STIP2020 award at 58.25%139% of their annual base salary based on weighted company performance measures. As a result of the overall limit of 7%5% of free cash flow limit on the 2015STIP payout to certain eligible employees, the respective 2020 STIP payouts based on company performance metrics were reduced to 47.82%as shown in the table below. The STIP amounts set forth in the Summary Compensation Table reflect the full value of each eligible named executive officer’s annual base salary.STIP award, including the amount attributed for individual performance.
Performance Measure | Target Performance | Actual Performance | Actual Payout Percentage by Performance Measure | Adjusted Payout Percentage by Performance Measure | Weight | Weighted Payout Percentage Before Overall Cap of Free Cash Flow (1) | Weighted Payout Percentage After Overall Cap of Free Cash Flow (1) | Threshold | Target Performance | Maximum Performance | Actual Performance | Actual Payout Percentage by Performance Measure | Weight | Weighted Payout Percentage Before Overall Cap of Free Cash Flow(1) | Weighted Payout Percentage After Overall Cap of Free Cash Flow(1) | |||||||||||||||||||||||||||||||||||||||
Income from operations | $197 million | 78 million | 0% | — | 50% | 0% | 0% | $105.3M | $131.6M | $ | 157.9M | $ | 179.2M | 150% | 55% | 83% | 75% | |||||||||||||||||||||||||||||||||||||
SG&A cost control | $141 million | 142.7 million | 83% | — | 25% | 20.75% | 17.03% | $129.0M | $125.0M | $ | 122.0M | $ | 110.6M | 150% | 20% | 30% | 27% | |||||||||||||||||||||||||||||||||||||
Safety – Frequency Rate(2) | .95 | .66 | 150% | — | 15% | 22.5% | 18.47% | |||||||||||||||||||||||||||||||||||||||||||||||
Safety – Severity Rate(3) | 27 | 23 | 150% | — | 5% | 7.5% | 6.16% | |||||||||||||||||||||||||||||||||||||||||||||||
Safety — Frequency Rate(2) | 0.70 | 0.60 | £.50 | 0.62 | 93% | 15% | 14% | 13% | ||||||||||||||||||||||||||||||||||||||||||||||
Safety — Severity Rate(3) | 20 | 17 | £15 | 16.8 | 103% | 5% | 5% | 5% | ||||||||||||||||||||||||||||||||||||||||||||||
Environmental Incidents(4) | 8% | 54% | 150% | 5% | 7.5% | 6.16% | 20 | 18 | £15 | 13 | 147% | 5% | 7% | 7% | ||||||||||||||||||||||||||||||||||||||||
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All measures | — | — | — | — | — | 58.25% | 47.82% | 100% |
1. | Expressed as a percentage of annual base salary. |
2. | The frequency of safety incidents is the OSHA incident rate measured by the number of recordable incidents (lost time plus temporary assignments or restricted work plus medical treatments), multiplied by 200,000 and divided by the total number of hours worked. The payout is the weighted average of the operations’ results. |
3. | The severity of safety incidents is measured by the number of days lost due to lost time incidents and incidents resulting in temporary assignments or restricted work, multiplied by 200,000 and divided by the total number of hours worked. The payout is the weighted average of the operations’ results. |
4. | Environmental incidents |
Since 2013, Mr. Garneau has accepted payment of his STIP awards. However, in his initial years of serving as president and chief executive officer, he declined payment of an aggregate $1,202,712, which representedOn February 3, 2021, the amount he earned for his 2011 and 2012 STIPs.
The compensation committee designed the 2015 STIP to reward corporate performance only and decided not to have any portionindependent members of the 2015board approved the 2021 STIP payable on individual performance measures. The 2016 STIP mirrors the 2015 STIP for corporate performance based onwith substantially the same performance measures and associated weightings.for corporate performance as the 2020 STIP. For the 2021 STIP, income from operations
Integrated Leadership System
In 2014,was retained as a performance measure but with a reduced weighting, from 55% to 40%. The independent members of the Company launched a strategic organization initiative focused on implementing an integrated leadership system designed to increase organizational capabilities.
The new leadership system is designed to:
Optimize the organization’s structure;
Clarify each employee’s role and accountabilities;
Provide a robust approach to evaluating employees’ demonstrated effectiveness and long-term potential;
Improve leadership practices to enhance each employee’s opportunity to drive success individually and, ultimately, for the Company;
Better link compensation to individual performance; and
Improve the succession-planning process.
By focusing on providing the right tools for individual success, the Company strives to provide its employeesboard approved three additional metrics with the means to reach their full potentialfollowing weightings: productivity (7%), fixed costs (4%), and therefore, enhance shareholder value, product quality for our consumers, and the health and safetyusage of our employees.variable components (4%).
As part of this system, each year, the named executive officers are appraised on three elements: mastery of their basic roles, remarkable initiatives and behaviors that can have an adverse effect on their own effectiveness or of the team (known as “disruptive behaviors”). They are provided a rating from 0 to 3 for each element called “Demonstrated Effectiveness Appraisal” or DEA rating. Definitions and criteria have been developed to assess the appropriate rating. A named executive officer’s DEA rating for mastery of their basic role and disruptive behaviors can impact their annual base salary adjustments. However, while the DEA rating for remarkable initiatives does not drive base salary increases, it can be the basis for an individual discretionary award.
Individual Discretionary Awards
The independent members of the board of directors have historically focused on rewarding achievement of certain levels of performance based on corporate measures under the short-term incentive plan. With the implementation of an integrated leadership system, they have decided toconsidered whether they should exercise their discretion in granting cash awards for individual performance on a limited basis. When granted, the awards are discretionary and intended to reward those who have a high DEA rating foreffectiveness in an individual’s role and/or remarkable initiatives. Remarkable initiatives are measured based on three criteria: intensity, integration and innovation. However, atAt management’s recommendation, the committee did not approve any individual discretionary awards be granted to the named executive team membersofficers for 2015.2020.
Equity AwardsLTIP
The compensation committee grants equity awards as a long-term incentive and a significant portion of an executive’s total compensation package. With a significant portion of compensation tied to equity, executivesthe compensation committee believes that named executive officers can stay focused on maximizing stockholder value over the long term. UntilSince 2014, the compensation committee favored an equity mix of 50% in stock options and 50% in RSUs. Stock options allowed executives to share in the appreciation of the stock price and align their interests with shareholders. In 2014, to further align the compensation program with best practices and enhance its pay for performance philosophy, the compensation committee replaced stock options with PSUs and retained the grant of RSUs. As a result, the 2015 annual equity award consists of an equity mix of 50% in RSUs and 50% in PSUs.performance share units (“PSU”s). This combination emphasizes (i) the retention element of RSUs and PSUs and, in addition, for PSUs,the equity awards, (ii) the “at risk” nature of a portion of athe equity awards, and (iii) the tie to company performance for the PSUs.
For the named executive officer’s compensation.officers, the compensation committee made an annual equity award grant at its October 2020 meeting. It has a policy to set the grant date for annual awards in advance without regard to anticipated earnings or other major announcements and as a precaution against potential claims that equity awards are made at a time when the company and named executive officers are in possession of material non-public information. The compensation committee policy sets the grant date for the named executive officers’ annual awards as the eighth trading date after the release of third quarter earnings. This year’s annual equity award was approved by the independent members of the board with a November 16, 2020 grant date.
The size of the equity awards areis based on a percentage of salary taking into account market data.salary. While the compensation committee has discretion to adjust the size of the equity awards for an executive’s performance, the compensation committee chose not to exercise this discretion in respect of the 20152020 annual equity award. Since 2013, based on the compensation committee’s recommendation to the board and theThe independent members of the board approval,granted Mr. Garneau has acceptedLaflamme an annual equity award with a value equal to 225% of his base salary. However, similar to the 2011salary and 2012 STIP awards, Mr. Garneau requested that the compensation committee not recommend an equity award for him in either 2011 or 2012. The compensation committee honored those requests. The independent members of the board granted the other named executive officers, except Mr. Lalonde, equity awards with a value equal to 125% of their base salaries.
Since 2011, the compensation committee has made In recognition of Mr. Lalonde’s appointment as chief executive officer, Mr. Lalonde received an annual equity award grant at its October meeting. This year’s annual equity award was approved with a November 9, 2015 grant date.value equal to 225% of the base salary established for his new role.
The equity awards for the named executive officers are stock-settled and are subject to certain individual stock limits under the LTIP as an anti-dilution measure. The number of RSUs and PSUs awarded under the 20152020 annual equity grant for the named executive officers was determined by dividing 50% of the dollar value of the equity award by the volume weighted average of the highest and lowest prices per share at which our common stock was traded on the New York Stock Exchange on each of the five business days immediately before the November 9, 201516, 2020 grant date.date, or $4.97. However, using this formula, the number of RSUs and PSUs covered by Mr. Laflamme’s equity award would have exceeded the LTIP individual stock limits. As a result, Mr. Laflamme’s awards for 2020 were limited to 200,000 RSUs and 200,000 PSUs. To allow Mr. Laflamme to realize the full potential of his award value, the independent members of the board also granted Mr. Laflamme a cash-settled RSU award covering 24,940 RSUs.
The compensation committee favors grantingstock-settled RSU award will vest 25% on December 1 of each of the award later infour calendar years after the year to allowof grant for a 48 month vesting period. Mr. Laflamme’s cash-settled RSU will vest, ratably, on December 1 of each of the management team to demonstrate effectiveness before receiving an equitythree calendar years after the year of grant and hasfor a policy to set36 month vesting period (see the annual grant date in advance without regard to anticipated earnings or other major announcements and as“Potential Payments Upon Termination” for a precaution against potential claims thatdescription of the applicable terms of the equity awards are madein connection with Mr. Laflamme’s departure on February 28, 2021). The three calendar year vesting period for cash-settled RSUs is intended to comply with Canadian tax law. For each vested cash-settled RSU at a time whensettlement, Mr. Laflamme will receive an amount in cash equal to an average market value. For this purpose, average market value is equal to the Company and named executive officers are in possession of material non-public information. The compensation committee policy sets the annual grant date for management awards as the eighth trading date after the releasevolume weighted average of the third quarter earnings.
2015 Annual Equity Awards | ||||||||
Named Executive Officer | Performance Share Units | Restricted Stock Units | ||||||
Mr. Garneau | 148,873 | 148,873 | ||||||
Ms. Longworth | 35,222 | 35,222 | ||||||
Mr. Laflamme | 30,473 | 30,473 | ||||||
Mr. Piché | 28,499 | 28,499 | ||||||
Mr. Tremblay | 30,692 | 30,692 |
The RSU award vests 25%highest and lowest prices per share at which our common stock is traded on the New York Stock Exchange on each of the four anniversaries of the grant date, even though a three yearfive business days immediately preceding each vesting approach is more common. The longer vesting period is intended to emphasize the retention element of the awards.date.
In contrast, the 20152020 PSU award will vest on February 28, 20192024, and will be earned and payable as follows. Payout of the 2020 PSU award is based on achievement of the following two metrics which have different weightings. Multiple metrics balances both market performance and financial performance. Each performance measure has a payout range of 0% to 200%.
Performance Measure | Weight | Business Objective | ||||
Total shareholder return (“TSR”) | 50 | % | Relative measure to peers; tracks shareholder experience | |||
Return on strategic investments | 50 | % | Direct link to financial priorities and efficient use of capital |
TSR will be measured against a peer group and will payout depending on relative performance as follows:
TSR vs. Peers During | 20 percentage points below median | 10 percentage points below median | Median | 10 percentage points above median | 20 percentage points above median | |||||||||||||||
Payout | 0 | % | 50 | % | 100 | % | 150 | % | 200 | % |
Relative TSR will be measured each calendar year in the performance period. The payout levels for each calendar year will be divided by three to determine final payout of the TSR measure. However, if the company’s TSR is negative over the performance period, payouts that otherwise would have been more than 100% of target will be capped at 100% of target.
The peer group for measuring relative TSR includes the following companies, which has and may be adjusted as the compensation committee, in its sole discretion, deems appropriate. The peer group was determined by focusing on Canadian and U.S. public companies in the same business segments with more than 50% of sales generated from pulp, lumber, paper and/or tissue to provide alignment with our segment mix and business exposure. The peer group was calibrated to limit overexposure to any one segment. This peer group is different from the peer group used for compensation benchmarking which focuses on peers in similar industries with revenues and total enterprise value within a reasonable range of those of the company.
Canfor Corp | Rayonier Advanced Materials | |
Clearwater Paper Corp | Verso Corp — A | |
Domtar Corp | West Fraser Timber Co. LTD | |
Interfor Corp | Western Forest Products Inc. | |
Mercer International Inc. |
The second measure focuses on the return on investment for strategic projects approved on or after January 1, 2018. Total payout will be calculated using a weighted average. Capital projects included for this performance measure include all wood products projects with an appropriation of funds greater than $500,000, pulp and paper projects with an appropriation of funds greater than $1,000,000 and corporate projects with an appropriation of funds greater than $1,000,000 and an assigned internal rate of return.
Original internal rate | < 80% of original IRR | 90% of original IRR | 100% of original IRR | 110% of original IRR | > 120% of original IRR | |||||||||||||||
Payout | 0 | % | 50 | % | 100 | % | 150 | % | 200 | % |
The
All of the equity awards contain customary provisions for accelerating vesting upon certain terminations and events, such as death and disability, all as further described in the narratives to the Summary Compensation Table. In all cases, the number of PSUs payable will be determined by actual performance results.results, subject to an individual maximum stock payout of 200,000 shares.
In addition, if a named executive officer retires, the equity awards—awards — both RSUs and PSUs—PSUs — may continue to vest. This feature is intended to attract and retain management with significant experience and encourage executivesnamed executive officers to postpone retirement. As a result, if a named executive officer retires at least six months after the grant date, he will be permitted to continue vesting in the award. For this purpose, “retirement” means the named executive officer is at least age 58 with at least two years of service, and the sum of his age and years of service equals or exceeds 62.5. In addition, the employeenamed executive officer must not be entitled to receive a severance package.
Retirement Plans and DC Make-Up Program
For 2015,2020, the president and chiefnamed executive officer and all senior vice presidentsofficers earned retirement benefits only under a tax-qualified retirement plan, subject to either Canadian or U.S. law. The tax-qualified retirement plans are offered to all eligible employees (not just executives), but limit the pay or contributions that may be considered pursuant to the applicable tax law. named executive officers).
Since 2012, the Companycompany has not offered any supplemental retirement plan that allows executivesnamed executive officers to currently accumulate, on a tax-deferred basis, additional retirement income.
However, because Companycompany contributions are limited in amount and type under the tax-qualified plans and the Companycompany believes executivesnamed executive officers should receive the benefit of the plans without regard to the limits. For simplified administration, since 2012, under a program referred to as theDC Make-Up Program,, the Companycompany pays executivesnamed executive officers a cash payment equal to the Companycompany contributions prescribed under the applicable tax-qualified plan formulas that exceed statutory limits. In addition, Canadian executivesnamed executive officers receive a cash payment equal to the employer contribution they would have received on their annual incentive awards as if the broad-based plan had provided an employer contribution on these awards. The named executive officers other than Mr. Tremblay each received payments under the DC Make-Up Program totaling 10% of their compensation. Mr. Tremblay received payments totaling 8.5% of his compensation. The DC Make-Up Program does not allow executivesnamed executive officers to accumulate earnings on a deferred basis. The payments made pursuant to the DC Make-Up Program are reflected in the Summary Compensation Table under All Other Compensation because the contributions are not deferred compensation. The executivesnamed executive officers pay tax on the cash payment and no gross-up or other earnings are provided on these payments. When combined with the company contributions received under the tax-qualified plans, Messrs. Laflamme, Lafave and Vachon each received an aggregate 2020 defined contribution program benefit totaling 10% of their compensation. Messrs. Lalonde and Tremblay received an aggregate 2020 defined contribution program benefit totaling 9% and 9.5% of their compensation, respectively.
Even though the Companycompany does not offer any supplemental retirement benefits that accumulate on a tax-deferred basis currently to executives,named executive officers, Messrs. Laflamme and PichéVachon previously earned supplemental defined benefits under Companycompany plans that were terminated effective upon the Company’scompany’s 2010 emergence from creditor protection proceedings. The supplemental defined benefits were reinstated under new arrangements pursuant to the plans of reorganization for Messrs. Laflamme and Piché,Vachon, and other employees who waived and forfeited all claims they had or may have had in the creditor protection proceedings in respect of any terminated supplemental retirement plan. The reinstated benefits are provided solely to honor prior contractual obligations, but with all supplemental defined benefits frozen as of December 31, 2010 based on service and earnings up to that date. None of the other named executive officers have any reinstated supplemental retirement benefits.
The frozen supplemental retirement benefits are paid using our general assets. For the Canadian executives, payments under a supplemental defined benefit plan are normally scheduled to be paid in monthly payments, which can generally be secured by a letter of credit pursuant to a retirement compensation arrangement without adverse tax consequences to the executive. The Company has established protocols to secure a letter of credit for eligible executives at age 55 that guarantees their frozen supplemental retirement benefits. The Company has secured a letter of credit per its protocols for Messrs. Laflamme and Piché.
Benefits provided through defined benefit plans are described more fully under Pension Benefits “Pension Benefits”. The defined contribution plan benefits are described under DC “DC Make-Up Program Program”.
Severance and Change in Control Arrangements
We believe that the Companycompany should provide reasonable severance benefits to its employees in the event of an involuntary termination without cause. With respect to the president and chief executive officer and allthe senior vice presidents, these severance benefits should reflect the fact that it may be difficult for them to find comparable employment within a short period of time. Severance benefits should help provide an opportunity for the Companycompany and former employees to part ways in an efficient and effective manner.
In the event of a change in control, we believe that the interests of stockholders will be best served if the interests of the president and chiefnamed executive officer and all senior vice presidentsofficers are aligned with them, and providing change in control benefits should eliminate, or at least reduce, the reluctance of senior executivesnamed executive officers to pursue potential change in control transactions that may be in the best interests of stockholders.
For each named executive officer except Mr. Garneau,for Messrs. Laflamme and Lalonde, severance protection is provided pursuant to the Company’scompany’s executive severance policy. The executive severance policy provides for a severance amount determined using a formula that provides six weeks of eligible pay per each year of service. Eligible pay takes into account base salary plus the average of the last two paid regular annual incentive awards, annualized, with a cap of 125% of the executive’s target incentive for the year of termination. The executive severance policy provides for a minimum of one year of severance and a maximum of two years of severance. Change in control protection under the executive severance policy does not provide greater severance amounts, but provides severance benefits if, within 12 months following a change in control, a senior executive resigns for good reason (i.e., due to conditions tantamount to a constructive dismissal).
The executive severance policy, in both a change in control or non-change in control context, does not provide any enhanced benefits in the form of, for example, subsidized continued health coverage or tax-gross ups. The impact of a termination on the current year incentive award and outstanding equity awards are determined pursuant to the incentive award and equity award plans.
Effective upon Mr. Garneau’s commencement of employment as president and chief executive officer on January 1, 2011, the Company entered intoLaflamme’s employment and change in control agreements provide him with Mr. Garneau, which agreements provide severance protection, the terms of which have been disclosed in lieurequired SEC filings. Effective March 1, 2021, Mr. Lalonde will receive severance protection pursuant to employment and change in control agreements, the terms of coveragewhich are disclosed in required SEC filings. The severance pay and benefits offered under the executive severance policy. Mr. Garneau’spolicy and Messrs. Laflamme’s and Lalonde’s employment agreement provides similar severance pay to the executive severance policy in the event he is terminated without cause absent a change in control. Mr. Garneau’sand change in control agreement provides an enhanced severance amountagreements are described later under “Severance and Change in the eventControl Arrangements.”
Perquisites
Perquisites are a small part of a termination without cause or good reason within 24 months after a change in control. The severance amount is equal to three times the sum of (i) his base salary in the year of termination, (ii) the average of the last two earned regular annual incentive awards, annualized, with a cap of 125% of his target incentive for the year of termination and (iii) the maximum amount of contributions the Company could have made on his behalf under the defined contribution plan program for the year of termination, plus $14,452 in lieu of outplacement services. In addition, Mr. Garneau’s outstanding equity awards would fully vest as of his termination date. The change in control agreement also provides subsidized continued health and life insurance coverage for up to three years following his termination date.
Perquisites
The named executive officers compensation. They are entitleddesigned to receive angive the executive officers flexibility in selecting the perquisites that are suitable to their needs for a given year, provide additional medical coverage and, if applicable, limit the executive’s tax liability to the liability in the executive’s home country. In short, the perquisites are:
A fixed annual allowance intended to cover expenses for fiscal and financial advice, and such other perquisites as chosen by the executive. If an executive is not covered by the Company’scompany’s Frequent Business Travelers Policy, then the annual allowance may also be used for tax preparation fees. Mr. Garneau has a $39,080 annual allowance and the other named executive officers have a $9,379 allowance ($12,000 in the case of Richard Tremblay). A fixed allowance balances the market practice of providing a certain level of perquisites with controlling costs to ensure the perquisites are not excessive. An annual allowance also provides the executives flexibility in selecting the perquisites that are suitable to their needs for a given year.
In addition, the Company also provides named executive officers with a comprehensiveComprehensive annual medical examination as well as a medical concierge service to allow for coordination of health needs in the event of medical issues, including while traveling abroad. In addition, if
If any of these executivesthe named executive officers are subject to taxation in both Canada and the U.S. as a result of their business travel, he or she is provided a payment under the Company’scompany’s Tax Equalization Policy generally equal to the difference between his or her respective home tax liability and actual taxes paid, as well as a gross-up on that difference. This payment is intended to limit the executive’s tax liability to the liability in the executive’s home country.
The compensation committee has discretion to approve additional perquisites from time to time. The named executive officers are responsible for any tax consequences related to their use and receipt of the perquisites.
Stock Ownership Guidelines
The compensation committee adopted stock ownership guidelines for all its senior vice presidents,management, including each of the named executive officers, and certain of its vice presidents. The ownership guideline is a multiple of the executive’s base salary. Under the guidelines, Mr. Garneauthe president and chief executive officer must own shares or share equivalents of Companycompany stock equal to 4.5 times base salary while the other named executive officers and other senior vice presidents must own shares or share equivalents of Companycompany stock equal to 2.5 times base salary. For purposes of the guidelines, all shares directly owned and unvested RSUs are included in the calculation. PSUs and unexercised stock options are not included in the calculation. Until the stock ownership requirement is met, executivesnamed executive officers must hold all shares (excluding shares withheld for taxes) received upon settlement of RSUs and PSUs and a number of shares equal to 50% of any gain realized upon option exercise. In 2017, the compensation committee updated the guidelines to require an executive who does not meet the guidelines to purchase shares with the net proceeds of any cash-settled awards.
To determine whether a named executive officer has met the stock ownership requirement, each named executive officer’s base salary is converted to U.S. dollars using the exchange rate at the time of measurement, and themeasurement. The shares
or share equivalents held by the named executive officer are calculated on the basis of the higher of the (i) price at time of settlement and (ii) fair market value of the common stock at the time of measurement. For each unvested RSU, the higher of the (i) grant value and (ii) fair market value of the common stock at the time of measurement is used in the calculation. The compensation committee annually reviews the extent to which the named executive officers have met the stock ownership requirement. In 2015, theAs of December 31, 2020, each named executive officersofficer held their shares in compliance with the guidelines but did not meetand met the stock ownership requirement consistent with their position as of December 31, 2015.such date.
Recoupment Policy
The company has maintained a recoupment policy since 2013, which applies to the named executive officers and all other current and former Section 16 officers of the company. In general, excess incentive and/or equity compensation is subject to recoupment if the company is required to restate its financial statements due to material noncompliance with a financial reporting requirement, whether or not as a result of misconduct by one or more officers covered by the policy. The company’s recoupment policy applies a look back to recoup such compensation received during the three year period before the date on which the company is required to prepare a restatement. The company also has discretion to recoup incentive and/or equity compensation paid to an officer who engages in misconduct in the performance of his duties, regardless of whether the misconduct involves a restatement of its financial statements. The company has the discretion to make all determinations under the policy.
Anti-Hedging and Anti-Pledging Policy
The company has adopted a policy prohibiting directors, officers and employees holding a title or function of vice president and higher from engaging in hedging, pledging, short selling or monetization of the company’s securities.
Deductibility of Compensation — Section 162(m) of the U.S. Internal Revenue Code
In order to maintain flexibility to attract and retain qualified executives,Following the Companyelimination of the performance-based exception under Section 162(m) of the Code, the company considers the deductibility rules of Section 162(m) of the U.S. Internal Revenue Code or the “Code,” to the extent applicable, but retains the discretionwith respect to make compensation awards whether or not the compensation is deductible.in effect before 2019 and grandfathered.
Compensation Committee ReportCOMPENSATION COMMITTEE REPORT
The following report does not constitute soliciting material and is not considered filed or incorporated by reference into any other filing by Resolute Forest Products Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
The independent members of the compensation committee have reviewed and discussed the Compensation Discussion and Analysis above with management and, based on such review and discussion, the independent members of the compensation committee recommended to the board that the Compensation Discussion and Analysis be included in this proxy statement and in the Company’scompany’s Annual Report on Form 10-K for the year ended December 31, 2015.2020.
Michael S. RousseauAlain Rhéaume (Chair)
Jennifer C. Dolan
Jeffrey A. HearnRandall C. Benson
David H. WilkinsMichael S. Rousseau
Tabular Disclosure of Executive Compensation
The following table sets forth information concerning all compensation earned by the Company’scompany’s named executive officers for 2013, 20142018, 2019 and 2015:2020:
Summary Compensation Table
Name and | Year | Salary (1) | Bonus | Stock Awards (2) | Option Awards | Non-Equity Incentive Plan Compen- sation (3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings (4) | All Other Compen- sation (5) | Total | |||||||||||||||||||||||||||
Richard Garneau, | 2015 | $ | 980,905 | $ | — | $ | 2,245,004 | $ | — | $ | 484,522 | $ | — | $ | 210,876 | $ | 3,921,307 | |||||||||||||||||||
President and chief | 2014 | 925,820 | 219,924 | 2,165,350 | — | 447,178 | — | 199,747 | 3,958,019 | |||||||||||||||||||||||||||
executive officer | 2013 | 873,931 | — | 1,010,264 | 1,010,264 | 427,070 | — | 157,925 | 3,479,454 | |||||||||||||||||||||||||||
Jo-Ann Longworth | 2015 | 427,400 | — | 531,148 | — | 206,344 | — | 85,921 | 1,250,813 | |||||||||||||||||||||||||||
Senior vice president and | 2014 | 429,502 | 66,034 | 541,806 | — | 201,405 | — | 89,236 | 1,327,983 | |||||||||||||||||||||||||||
chief financial officer | 2013 | 432,439 | 12,532 | 272,611 | 272,611 | 207,434 | — | 97,681 | 1,295,308 | |||||||||||||||||||||||||||
Yves Laflamme, | 2015 | 368,278 | — | 459,532 | — | 178,517 | — | 78,429 | 1,084,756 | |||||||||||||||||||||||||||
Senior vice president, | 2014 | 367,975 | 84,862 | 464,192 | — | 172,553 | 300,127 | 79,862 | 1,469,571 | |||||||||||||||||||||||||||
wood products, procurement and information technology | 2013 | 374,149 | 47,163 | 233,559 | 233,559 | 177,718 | 44,464 | 91,633 | 1,202,245 | |||||||||||||||||||||||||||
André Piché | 2015 | 338,950 | — | 429,764 | — | 166,958 | 46,598 | 70,808 | 1,053,078 | |||||||||||||||||||||||||||
Senior vice president, tissue group | ||||||||||||||||||||||||||||||||||||
Richard Tremblay | 2015 | 351,464 | — | 462,836 | — | 179,801 | — | 415,737 | 1,409,838 | |||||||||||||||||||||||||||
Senior vice president, pulp and paper group | 2014 | 338,100 | 48,920 | 417,396 | — | 149,206 | — | 61,685 | 1,015,307 |
Name and Position | Year | Salary(1) | Bonus | Stock Awards(2) | Option Awards | Non-Equity Incentive Plan Compensation(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(4) | All Other Compen- sation(5) | Total | |||||||||||||||||||||||||||
Yves Laflamme | 2020 | $ | 894,633 | $ | — | $ | 1,988,000 | $ | — | $ | 1,363,222 | $ | 124,732 | $ | 184,617 | $ | 4,555,204 | |||||||||||||||||||
President and chief executive officer | 2019 | 913,125 | — | 1,552,000 | — | 882,290 | 198,791 | 265,980 | 3,812,186 | |||||||||||||||||||||||||||
2018 | 857,989 | — | 2,236,826 | — | 1,242,147 | — | 411,149 | 4,748,111 | ||||||||||||||||||||||||||||
Remi Lalonde | 2020 | 362,052 | — | 1,556,644 | — | 514,704 | — | 67,377 | 2,500,776 | |||||||||||||||||||||||||||
Senior vice president and chief financial officer | 2019 | 325,881 | — | 450,236 | — | 146,482 | — | 62,630 | 985,229 | |||||||||||||||||||||||||||
2018 | 204,977 | — | 257,954 | — | 361,177 | — | 99,488 | 923,596 | ||||||||||||||||||||||||||||
John Lafave | 2020 | 307,942 | — | 404,747 | — | 380,450 | — | 62,230 | 1,155,369 | |||||||||||||||||||||||||||
Senior vice president, | 2019 | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
Pulp and paper sales and marketing | 2018 | 326,969 | — | 452,366 | — | 405,246 | — | 277,518 | 1,462,099 | |||||||||||||||||||||||||||
Richard Tremblay | 2020 | 360,867 | — | 474,218 | — | 469,213 | — | 148,552 | 1,452,850 | |||||||||||||||||||||||||||
Senior vice president, | 2019 | 378,363 | — | 474,826 | — | 136,092 | — | 116,809 | 1,106,090 | |||||||||||||||||||||||||||
pulp and paper group | 2018 | 390,582 | — | 540,624 | — | 478,764 | — | 384,059 | 1,794,029 | |||||||||||||||||||||||||||
Jacques Vachon | 2020 | 338,719 | — | 445,232 | — | 462,558 | 236,468 | 67,193 | 1,550,170 | |||||||||||||||||||||||||||
Senior vice president, | 2019 | 350,621 | — | 444,710 | — | 137,794 | 204,368 | 102,228 | 1,239,721 | |||||||||||||||||||||||||||
corporate affairs and chief legal officer | 2018 | 355,600 | — | 493,978 | — | 496,574 | — | 299,703 | 1,645,855 |
1. | As described in the CD&A, in |
2. | Amounts in these columns reflect the aggregate grant date fair value under FASB ASC Topic 718 of RSUs, and the target level of PSUs, respectively, awarded to the named executive officers under the |
The following shows the grant date values for RSU awards and target PSU awards as well as the grant date value for the 2020 PSU awards based on the maximum level of payout. For Mr. Laflamme, the table also shows his additional grant of 24,940 RSUs that will settle exclusively in cash, as described in the CD&A.
Name | 2015 Annual RSU Award | 2015 Annual PSU Award | Total 2015 Equity Awards | 2020 Annual RSU Award | 2020 Annual RSU Award- Cash Settled | 2020 Annual Target PSU Award | Total 2020 Equity Awards | 2020 Annual Maximum (200% of Target PSU Award) | ||||||||||||||||||||||||
Richard Garneau | $ | 1,122,502 | $ | 1,122,502 | $ | 2,245,004 | ||||||||||||||||||||||||||
Jo-Ann Longworth | 265,574 | 265,574 | 531,148 | |||||||||||||||||||||||||||||
Yves Laflamme | 229,766 | 229,766 | 459,532 | $ | 994,000 | $ | 123,952 | $ | 994,000 | $ | 2,111,952 | $ | 994,000 | |||||||||||||||||||
André Piché | 214,882 | 214,882 | 429,764 | |||||||||||||||||||||||||||||
Remi Lalonde | 778,322 | — | 778,322 | 1,556,644 | 994,000 | |||||||||||||||||||||||||||
John Lafave | 202,373 | — | 202,373 | 404,747 | 404,747 | |||||||||||||||||||||||||||
Richard Tremblay | 231,418 | 231,418 | 462,836 | 237,109 | — | 237,109 | 474,218 | 474,218 | ||||||||||||||||||||||||
Jacques Vachon | 222,616 | — | 222,616 | 445,232 | 445,232 |
The independent members2020 annual equity awards granted to the named executive officers represents a percentage of the board approvednamed executive officer’s base salary at the 2015 annualgrant date: 225% for Messrs. Laflamme and Lalonde and 125% for the other named executive officers. With the exception of Mr. Laflamme, the number of RSUs and PSUs awarded was determined by dividing 50% of the dollar value of the equity award by the volume weighted average of the highest and lowest prices per share at which our common stock was traded on October 26, 2015 with a November 9, 2015 grant date. The RSU award will vest 25%the New York Stock Exchange on each of the first four anniversariesfive business days immediately before the November 16, 2020 grant date, or $4.97. Mr. Laflamme’s grant is described above. The number of RSUs and target PSUs granted are shown below under the grant date. The“Grants of Plan-Based Awards.” Each 2020 PSU award will vest on February 28, 2019. For all named executive officers, both awards areis subject to a named executive officer’s continued employment with the Companymaximum stock payout of 200,000 shares to any one individual, which is reflected for Messrs. Laflamme and customary conditions for accelerated vesting or forfeiture upon the occurrence of certain employment-related events, as further described belowLalonde in the narrative disclosure to this table.“2020 Annual Maximum” column above.
3. | Amounts shown for |
4. | Using discount rate and life expectancy assumptions consistent with those used in |
5. | Amounts paid in |
Name | Basic Company Contribution | Additional Cash Payment | Basic Company Contribution | Additional Cash Payment | ||||||||||||
Richard Garneau | $ | 11,020 | $ | 143,746 | ||||||||||||
Jo-Ann Longworth | 11,089 | 54,302 | ||||||||||||||
Yves Laflamme | 11,066 | 47,614 | $ | 12,204 | $ | 119,289 | ||||||||||
André Piché | 11,078 | 39,602 | ||||||||||||||
Remi Lalonde | 12,311 | 35,689 | ||||||||||||||
John Lafave | 12,172 | 31,386 | ||||||||||||||
Richard Tremblay | 22,525 | 25,077 | 27,075 | 20,135 | ||||||||||||
Jacques Vachon | 12,214 | 37,776 |
For all named executive officers other than Mr. Tremblay, the cash payments shown above and the perquisite allowances next described were established in Canadian dollars and have been converted to U.S. dollars using the average exchange rate for Canadian to U.S. dollars for 2015,as of December 31, 2020, or $0.7816.$0.7859. The cash payment and the perquisite allowance were paid in U.S. dollars to Mr. Tremblay.
Additional perquisites include (i) a perquisite amount of $39,080$39,295 for Mr. Garneau,Laflamme, $12,000 for Mr. Tremblay and $9,379$9,431 for all other named executive officersMessrs. Lalonde, Lafave and Vachon covering personal transportation, fiscal/financial advice, etc., (ii) a comprehensive annual medical examination with a value up to $4,690$2,358 for Mr. Garneau andLaflamme as well as his spouse and up to $2,345$1,179 for Ms. LongworthMessrs. Lalonde, Lafave, Tremblay and Messrs. Laflamme and PichéVachon and their spouses (if any), (iii) an annual medical referral with a value up to $782$786 for all named executive officers other than Mr. Tremblay and their spouses and dependents (if any), (iv) a medical concierge service with a value of $1,172$1,179 for all named executive officers other than Mr. Tremblay, (v) coverage under the company’s broad-based welfare benefit programs for salaried employees, (vi) parking for all named executive officers, and (vi)(vii) annual membership dues for two private clubs for Mr. Garneau and one private club for Ms. Longworth.
In addition, in 2015, the compensation committee approved a payment of $234,215 toMessrs. Laflamme, Lalonde, Lafave and Vachon which memberships are used for business purposes only. Mr. Tremblay in respect of the anticipated equity loss on the sale of his home in Virginia, to be incurred as a result of his agreement to relocate his residence to a U.S. location closer to the Company’s corporate headquarters. Mr. TremblayLalonde also received a paymentan allowance of $10,000 pursuant to the Resolute Forest Products Relocation Policy. According to this policy, an employee who is relocated is entitled to a miscellaneous expense allowance in the amount of one month’s base salary, up to $10,000.$566 for his personal mobile phone.
Finally, for Mr. Tremblay, the amount in this column includes a $104,543$73,766 payment under the Company’scompany’s Tax Equalization Policy, as described in the CD&A, in respect of his total compensation, which was subject to taxation in the U.S. and Canada.
Grants of Plan-Based Awards
Name | Equity Award Grant Date | Date of Board Approval of Equity Award | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) | Estimated Possible Payouts Under Equity Incentive Plan Awards (2) | All Other Stock Awards: Number of Shares of Stock or Units(3) | Grant Date Fair Value of Stock and Option Awards ($) | Equity Award Grant Date | Date of Board Approval of Equity Award | 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 Units(3) | Grant Date Fair Value of Stock and Option Awards(4) ($) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Richard Garneau | 11/09/2015 | 10/26/2015 | 148,873 | 1,122,502 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
11/09/2015 | 10/26/2015 | 74,437 | 148,873 | 223,310 | 1,122,502 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
n/a | n/a | 490,550 | 981,099 | 1,471,649 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Jo-Ann Longworth | 11/09/2015 | 10/26/2015 | 35,222 | 265,574 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
11/09/2015 | 10/26/2015 | 17,611 | 35,222 | 52,833 | 265,574 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
n/a | n/a | 208,911 | 417,821 | 626,732 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Yves Laflamme | 11/09/2015 | 10/26/2015 | 30,473 | 229,766 | 11/16/2020 | 10/29/2020 | 224,940 | 1,117,952 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
11/09/2015 | 10/26/2015 | 15,237 | 30,473 | 45,710 | 229,766 | 11/16/2020 | 10/29/2020 | 200,000 | 200,000 | 994,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
n/a | n/a | 180,738 | 361,476 | 542,214 | n/a | n/a | 398,924 | 938,644 | 1,619,161 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
André Piché | 11/09/2015 | 10/26/2015 | 28,499 | 214,882 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Remi Lalonde | 11/16/2020 | 10/29/2020 | 156,604 | 778,322 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
11/16/2020 | 10/29/2020 | 156,604 | 200,000 | 778,322 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
n/a | n/a | 171,234 | 402,902 | 695,007 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
John Lafave | 11/16/2020 | 10/29/2020 | 40,719 | 202,373 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
11/09/2015 | 10/26/2015 | 14,250 | 28,499 | 42,749 | 214,882 | 11/16/2020 | 10/29/2020 | 40,719 | 81,438 | 202,373 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
n/a | n/a | 169,036 | 338,071 | 507,107 | n/a | n/a | 139,893 | 329,159 | 567,799 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Richard Tremblay | 11/09/2015 | 10/26/2015 | 30,692 | 231,418 | 11/16/2020 | 10/29/2020 | 47,708 | 237,109 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
11/09/2015 | 10/26/2015 | 15,346 | 30,692 | 46,038 | 231,418 | 11/16/2020 | 10/29/2020 | 47,708 | 95,416 | 237,109 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
n/a | n/a | 182,038 | 364,076 | 546,114 | n/a | n/a | 163,905 | 385,658 | 665,261 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Jacques Vachon | 11/16/2020 | 10/29/2020 | 44,792 | 222,616 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
11/16/2020 | 10/29/2020 | 44,792 | 89,584 | 222,616 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
n/a | n/a | 153,886 | 362,084 | 624,594 |
1. | The amounts shown in these columns represent the “Threshold,” “Target” and “Maximum” payout potential under the |
2. | Amounts shown in these columns represent the potential number of shares of |
3. | Amounts shown in this column show the number of RSUs awarded in |
4. | Amounts reflect grant date fair market value of RSUs and PSUs. |
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
The following is a discussion oftable provides additional detail to the plans, policiesquantitative information and arrangements governing the compensation awarded to our named executive officers, asfootnotes set forth in the Summary Compensation Table and Grants of Plan-Based Awards table above. Compensation to which a named executive officer may be entitled upon a severance from
employment, whether or not in connection with a change in control, is addressed below in Severance and Change in Control Arrangements.
For 2015, the primary elements of each named executive officer’s total compensation were base salary, cash awards pursuant to the Company’s short-term incentive plan, and long-term equity awards consisting of RSUs and PSUs granted on November 9, 2015. The DC Make-Up Program provides contributions limited under registered tax-qualified defined contribution plans in lieu of tax-deferred benefits that would otherwise be available under a supplemental defined contribution plan.
Base Salary
In 2015, 52% of each named executive officer’s base salary was paid in U.S. dollars and 48% was paid in Canadian dollars, based on the geographic location of the Company’s pulp and paper production capacity as of December 31, 2014. For reasons described in the CD&A, the Summary Compensation Table reflects an increase in base salary from the 2014 levels and shows amounts actually paid in 2015. The increases described in the CD&A resulted in annual base salaries of $981,099, $417,821, $361,476, $338,071, and $364,076 for Mr. Garneau, Ms. Longworth and Messrs. Laflamme, Piché and Tremblay, respectively, as of December 31, 2015.
Short-Term Incentive Compensation — 2015 STIP Awards
The named executive officers participated in the 2015 STIP, the material terms of which are described above in the CD&A. The threshold, target and maximum awards were 50%, 100% and 150% of base salary, respectively, and the applicable performance metrics were:
generating targeted income from operations;
control of selling, general and administrative expenses, or “SG&A cost;”
frequency of safety incidents (i.e., the OSHA incident rate — measured by the number of recordable incidents, multiplied by 200,000 and divided by the total number of hours worked);
severity of safety incidents (measured by the number of days due to lost time incidents and incidents resulting in temporary assignments or restricted work, multiplied by 200,000 and divided by the total number of hours worked); and
reduction of the number of Class 1 and 2 environmental incidents, as defined by our environmental policy (measured by year-over-year improvement).
The following table shows the threshold, target and maximum levels for each performance metric, as well as the applicable weighting assigned to each performance metric for purposes of determining awards to the named executive officers:
Performance Level | Performance Metric | Weighting (% of STIP award) | ||||||||||||||||
Performance Metric | Threshold | Target | Maximum | |||||||||||||||
Income from operations | $ | 158 million | $ | 197 million | $ | 236 million | Income from operations | 50 | % | |||||||||
SG&A cost | $ | 146 million | $ | 141 million | $ | 136 million | SG&A cost or profit per metric ton | 25 | % | |||||||||
Safety – Frequency | 1.05 | 0.95 | £0.85 point | Safety – Frequency (OSHA incident rate) | 15 | % | ||||||||||||
Safety – Severity rate | 30 | 27 | £24 points | Safety – Severity rate | 5 | % | ||||||||||||
Environmental Incidents | 4% | 8% | ³12% | Environmental Incidents | 5 | % |
As described in the CD&A above, the Company generated income from operations below the threshold level; had SG&A cost between the threshold and target performance levels; and achieved an OSHA rate, a severity rate and improvement in environmental incidents at the maximum performance level. However, based on these results, total payouts to all Resolute employees eligible to the 2015 STIP would have exceeded 7% of the free cash flow generated by the Company in 2015. As a result, all payouts under the 2015 STIP were reduced to meet the cap. In light of the foregoing, the compensation committee recommended, and the board approved, 2015 STIP awards to Ms. Longworth and Messrs. Garneau, Laflamme, Piché and Tremblay at a level equal to 47.82% of their respective base salaries, as of December 31, 2015, with allocations between Canadian and U.S. dollars as established for 2015.
Long-Term Incentive Compensation — Equity Awards
As described in the CD&A, on October 26, 2015, the independent members of the board approved equity awards of RSUs and PSUs to each of the named executive officers under the equity incentive plan in respect of their 2015 service with the Company.
The 2015 annual equity award granted to Mr. Garneau had a value of $2,245,004, representing 225% of his base salary. The 2015 annual equity awards granted to Ms. Longworth and Messrs. Laflamme, Piché and Tremblay had values of $531,148, $459,532, $429,764, $462,836 and $401,022, respectively, representing 125% of their base salaries as of the grant date. The 2015 annual equity award is the largest portion of an executive’s total direct compensation, representing 38% of total direct compensation for the named executive officers (except for Mr. Garneau, where the percentage is 53%).
To determine the shares under both the RSU and PSU portions of the 2015 annual equity award, the compensation committee divided (i) 50% of the total award value by (ii) the volume weighted average of the highest and lowest prices per share at which the Company’s common stock was traded on the NYSE on each of the five business days immediately before the November 9, 2015 grant date, or $7.54.
For all named executive officers, the 2015 RSU awards vest 25% on each of the first four anniversaries of the grant date as long as the executive remains employed through the applicable vesting dates. The 2015 PSU awards vest 100% on February 28, 2019 as long as the executive remains employed through that date. Additional RSUs and PSUs will be credited on unvested RSUs and PSUs, respectively, representing a number that is equivalent to any dividends that the Company may declare on its stock. RSUs and PSUs are settled in Company common stock upon vesting. In the case of PSUs, the number of shares of Company stock earned and vested will equal (i) the average of the actual payout percentage determined for achievement of the corporate measures under the STIPs for 2016, 2017 and 2018, multiplied by (ii) the number of PSUs granted in the 2015 annual equity award. The aggregate payout limit of 7% of free cash flow is disregarded when determining the actual payout percentage.
The following table describes key grant provisions of the RSUs and PSUs and the effect of a named executive officer’s termination before the applicable vesting dates:dates. See the “Potential Payments Upon Termination” for a description of the applicable terms of the equity awards in connection with Mr. Laflamme’s departure on February 28, 2021:
Key Provisions | RSU Awards | PSU Awards | ||
General Provisions | ||||
Vesting and Settlement | 25% on December 1 of each of the four calendar years after the year of grant as long as the executive remains employed through the applicable vesting dates Mr. Laflamme’s cash-settled RSU award vests in one-third increments on December 1 of each of the three calendar years after the year of grant as long as he remains employed through the applicable vesting dates | 100% on February 28, 2024, as long as the executive remains employed through that date | ||
Dividend Equivalents | Additional RSUs and PSUs will be credited in additional share units on unvested RSUs and PSUs, respectively, representing a number that is equivalent to any dividends that the company may declare on its stock | |||
Payout Value | Each stock-settled RSU has a value equal to one share of stock Each cash-settled RSU for Mr. Laflamme has a value equal to the volume weighted average of the highest and lowest prices per share at which our common stock is traded on the New York Stock Exchange on each of the five business days immediately preceding the vesting date | The number of shares of company stock earned and vested will be based on the achievement of the performance measures for the three calendar year period that begins after the grant date (“performance period”), as described in the CD&A | ||
Termination for Cause / Resignation Before Age 55 | ||||
Vesting and Settlement | All unsettled RSUs will be | All unsettled PSUs will be | ||
Retirement On or After May | ||||
Vesting | RSUs continue to vest on each | PSUs | ||
Settlement | RSUs are settled following each vesting date | PSUs are settled |
Key Provisions | RSU Awards | PSU Awards | ||
Retirement Before May | ||||
Vesting | Pro rata vesting of RSUs equal to (i) the total number of RSUs awarded plus any dividend equivalents, multiplied by (ii) a fraction, the numerator of which is the number of months elapsed | |||
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Death | ||||
Vesting | Pro rata vesting of RSUs equal to (i) the number of RSUs vested plus any dividend equivalents as of the date of death plus (ii) the RSUs scheduled to vest on the next vesting date | During the Performance Period: Pro rata vesting of PSUs equal to (i) the total number of PSUs awarded plus any dividend equivalents, multiplied by (ii) a fraction, the numerator of which is the number of months elapsed from December 1 after the grant date through December 31 of the year of death
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On/After Grant Date and Before the Performance Period: Pro rata vesting of PSUs equal to (i) the total number of PSUs awarded plus any dividend equivalents, multiplied by (ii) a fraction, the numerator of which is the number of months elapsed from December 1 after the grant date through December 31 of the first calendar year of the performance period and the denominator of which is 39 | ||||
Settlement | RSUs are settled following the death | PSUs are settled following the death based on estimated actual performance as of December 31 of the calendar year that contains the participant’s date of death, as approved by the | ||
Disability | ||||
Vesting | Pro rata vesting of RSUs equal to (i) the number of RSUs settled plus any dividend equivalents as of the date of disability plus (ii) the RSUs scheduled to vest on the next vesting date | During the Performance Period: Pro rata vesting of PSUs equal to (i) the total number of PSUs awarded plus any dividend equivalents, multiplied by (ii) a fraction, the numerator of which is the number of months elapsed from December 1 after the grant date through December 31 of the year the participant becomes disabled plus any months after the participant returns to active employment through the end of the vesting period and the denominator of which is 39 |
Key Provisions | RSU Awards | PSU Awards | ||
On/After Grant Date and Before the Performance Period: Pro rata vesting of PSUs equal to (i) the total number of PSUs awarded plus any dividend equivalents, multiplied by (ii) a fraction, the numerator of which is the number of months elapsed from December 1 after the grant date through December 31 of the first calendar year of the performance period plus any months after the participant returns to active employment after the first calendar year and the denominator of which is 39 | ||||
Settlement | The additional tranche of the RSUs are settled as of the next scheduled vesting date after the participant’s disability | PSUs are settled on February 28, 2024, based on actual achievement of the performance measures for the performance period |
Outstanding Equity Awards at Fiscal Year-End 2020
Option Awards | Stock Awards | |||||||||||||||||||||||||||
Grant Date(1) | Number of Securities Underlying Unexercised Options | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units That Have Not Vested(2) | |||||||||||||||||||||||
Name | Exercisable | Unexercisable | ||||||||||||||||||||||||||
Yves Laflamme | 01/09/2011 | (3) | 24,092 | $ | 23.05 | 01/09/2021 | — | $ | — | |||||||||||||||||||
11/03/2011 | (3) | 6,354 | — | 16.45 | 11/03/2021 | — | — | |||||||||||||||||||||
11/08/2012 | (3) | 21,228 | — | 11.41 | 11/08/2022 | — | — | |||||||||||||||||||||
11/06/2013 | (3) | 22,898 | — | 15.66 | 11/06/2023 | — | — | |||||||||||||||||||||
11/13/2017 | — | — | — | — | 8,412 | (4) | 55,013 | |||||||||||||||||||||
11/13/2017 | — | — | — | — | 33,647 | (5) | 220,051 | |||||||||||||||||||||
11/12/2018 | — | — | — | — | 44,656 | (6) | 292,050 | |||||||||||||||||||||
11/12/2018 | — | — | — | — | 89,313 | (7) | 584,107 | |||||||||||||||||||||
11/11/2019 | — | — | — | — | 150,000 | (8) | 981,000 | |||||||||||||||||||||
11/11/2019 | — | — | — | — | 200,000 | (9) | 1,308,000 | |||||||||||||||||||||
11/16/2020 | — | — | — | — | 200,000 | (10) | 1,308,000 | |||||||||||||||||||||
11/16/2020 | — | — | — | — | 200,000 | (11) | 1,308,000 | |||||||||||||||||||||
Remi Lalonde | 11/03/2011 | (3) | 4,067 | — | 16.45 | 11/03/2021 | — | — | ||||||||||||||||||||
11/08/2012 | (3) | 6,328 | — | 11.41 | 11/08/2022 | — | — | |||||||||||||||||||||
11/06/2013 | (3) | 4,883 | — | 15.66 | 11/06/2023 | — | — | |||||||||||||||||||||
11/28/2018 | — | — | — | — | 9,012 | (6) | 58,937 | |||||||||||||||||||||
11/28/2018 | — | — | — | — | 23,810 | (7) | 155,717 | |||||||||||||||||||||
11/11/2019 | — | — | — | — | 43,515 | (8) | 284,588 | |||||||||||||||||||||
11/11/2019 | — | — | — | — | 58,020 | (9) | 379,451 | |||||||||||||||||||||
11/16/2020 | — | — | — | — | 156,604 | (10) | 1,024,190 | |||||||||||||||||||||
11/16/2020 | — | — | — | — | 156,604 | (11) | 1,024,190 | |||||||||||||||||||||
John Lafave | 01/09/2011 | (3) | 11,860 | — | 23.05 | 01/09/2021 | — | — | ||||||||||||||||||||
11/03/2011 | (3) | 11,214 | — | 16.45 | 11/03/2021 | — | — | |||||||||||||||||||||
11/08/2012 | (3) | 18,389 | — | 11.41 | 11/08/2022 | — | — | |||||||||||||||||||||
11/06/2013 | (3) | 20,319 | — | 15.66 | 11/06/2023 | — | — | |||||||||||||||||||||
11/13/2017 | — | — | — | — | 6,986 | (4) | 45,687 | |||||||||||||||||||||
11/13/2017 | — | — | — | — | 27,944 | (5) | 182,754 | |||||||||||||||||||||
11/12/2018 | — | — | — | — | 9,030 | (6) | 59,056 | |||||||||||||||||||||
11/12/2018 | — | — | — | — | 18,062 | (7) | 118,125 | |||||||||||||||||||||
11/11/2019 | — | — | — | — | 39,169 | (8) | 256,165 | |||||||||||||||||||||
11/11/2019 | — | — | — | — | 52,225 | (9) | 341,552 | |||||||||||||||||||||
11/16/2020 | — | — | — | — | 40,719 | (10) | 266,302 | |||||||||||||||||||||
11/16/2020 | — | — | — | — | 40,719 | (11) | 266,302 | |||||||||||||||||||||
Richard Tremblay | 11/03/2011 | (3) | 11,483 | — | 16.45 | 11/03/2021 | — | — | ||||||||||||||||||||
11/08/2012 | (3) | 17,937 | — | 11.41 | 11/08/2022 | — | — | |||||||||||||||||||||
11/06/2013 | (3) | 13,435 | — | 15.66 | 11/06/2023 | — | — | |||||||||||||||||||||
11/13/2017 | — | — | — | — | 8,349 | (4) | 54,601 | |||||||||||||||||||||
11/13/2017 | — | — | — | — | 33,395 | (5) | 218,403 | |||||||||||||||||||||
11/12/2018 | — | — | — | — | 10,793 | (6) | 70,586 | |||||||||||||||||||||
11/12/2018 | — | — | — | — | 21,586 | (7) | 141,172 | |||||||||||||||||||||
11/11/2019 | — | — | — | — | 45,892 | (8) | 300,134 | |||||||||||||||||||||
11/11/2019 | — | — | — | — | 61,189 | (9) | 400,176 | |||||||||||||||||||||
11/16/2020 | — | — | — | — | 47,708 | (10) | 312,010 | |||||||||||||||||||||
11/16/2020 | — | — | — | — | 47,708 | (11) | 312,010 |
Option Awards | Stock Awards | |||||||||||||||||||||||||||
Grant Date(1) | Number of Securities Underlying Unexercised Options | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units That Have Not Vested(2) | |||||||||||||||||||||||
Name | Exercisable | Unexercisable | ||||||||||||||||||||||||||
Jacques Vachon | 01/09/2011 | (3) | 25,203 | — | $ | 23.05 | 01/09/2021 | — | $ | — | ||||||||||||||||||
11/03/2011 | (3) | 21,606 | — | 16.45 | 11/03/2021 | — | — | |||||||||||||||||||||
11/08/2012 | (3) | 37,064 | — | 11.41 | 11/08/2022 | — | — | |||||||||||||||||||||
11/06/2013 | (3) | 26,652 | — | 15.66 | 11/06/2023 | — | — | |||||||||||||||||||||
11/13/2017 | — | — | — | — | 7,554 | (4) | 49,403 | |||||||||||||||||||||
11/13/2017 | — | — | — | — | 30,218 | (5) | 197,626 | |||||||||||||||||||||
11/12/2018 | — | — | — | — | 9,862 | (6) | 64,497 | |||||||||||||||||||||
11/12/2018 | — | — | — | — | 19,724 | (7) | 128,995 | |||||||||||||||||||||
11/11/2019 | — | — | — | — | 42,981 | (8) | 281,096 | |||||||||||||||||||||
11/11/2019 | — | — | — | — | 57,308 | (9) | 374,794 | |||||||||||||||||||||
11/16/2020 | — | — | — | — | 44,792 | (10) | 292,940 | |||||||||||||||||||||
11/16/2020 | — | — | — | — | 44,792 | (11) | 292,940 |
1. | The equity awards made to the named executive officers that were outstanding as of December 31, 2020, were the stock options granted in 2011 through 2013, the RSUs granted in 2017 through 2020, and PSUs granted in 2017 through 2020 under the equity incentive plan. In 2014, the compensation committee ceased granting stock options and began granting PSUs instead. |
2. | The fair market value shown is based on the per-share closing trading price on the NYSE of shares of the company’s common stock on December 31, 2020, or $6.54. |
3. | These awards are fully vested and exercisable. |
4. | The 2017 RSU award vests ratably in one-fourth tranches on December 1 of each calendar year following |
5. | The 2017 PSU vested on February 28, 2021, with the number of shares paid out dependent on the average actual payout percentage for corporate measures under the STIP for 2018, 2019, and 2020. Based on the | |||
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Employment Agreements and Offer Letters
The material terms of each officer’s employment arrangement are identified below, but any severance arrangement to which a named executive officer may be subject upon certain termination events, whether or not in connection with a change in control, is described below under Severance and Change in Control Arrangements.
Mr. Garneau
The Company entered into an amended and restated employment agreement with Mr. Garneau, dated February 26, 2014. The employment agreement continues in effect until death, disability, retirement or written notice of termination by Mr. Garneau or the Company, with certain ongoing restrictive covenants as described below. Mr. Garneau’s employment agreement provides for an annual base salary, subject to periodic adjustments. His base salary is evaluated annually by the compensation committee. TheBase Salary section of this narrative disclosure provides more detail regarding his 2015 base salary. Under the terms of his employment agreement, Mr. Garneau is also eligible to receive an annual incentive, as approved by the independent members of the board, under the Company’s annual short-term incentive plans adopted from time to time. In addition, under his employment agreement, Mr. Garneau is eligible to receive awards under the equity incentive plan and other benefits and perquisites.
Mr. Garneau is subject to a covenant not to disclose confidential information during the term of the agreement and for five years thereafter. In addition, Mr. Garneau is subject to covenants not to compete with the Company, solicit customers of the Company or interfere with suppliers of the Company during the term of the agreement and, except as provided in his change in control agreement, for nine months thereafter (12 months in the case of a termination for “cause” (as defined under the employment agreement)).
Ms. Longworth and Messrs. Laflamme, Piché and Tremblay
Ms. Longworth and Messrs. Laflamme, Piché and Tremblay were employed pursuant to the following offer letters entered into with the Company:
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The offer letters entered into with Ms. Longworth and Messrs. Laflamme, Piché and Tremblay provide for an annual base salary. Base salaries are evaluated annually by the compensation committee. TheBase Salary section of this narrative disclosure provides more detail regarding the 2015 base salaries for Ms. Longworth and Messrs. Laflamme, Piché and Tremblay.
Under their offer letters, Ms. Longworth and Messrs. Laflamme, Piché and Tremblay were eligible to receive annual incentives under the annual short-term incentive plans adopted by the Company from time to time, with a target payout of 100% of base salary. In 2015, they participated in the 2015 STIP with the same payout potential. They were also eligible to receive awards under the equity incentive plan, as determined by the board. Additionally, throughout their periods of employment in 2015, Ms. Longworth and Messrs. Laflamme, Piché and Tremblay were eligible for other benefits and perquisites.
Outstanding Equity Awards at Fiscal Year-End 2015
The equity awards made to the named executive officers that were outstanding as of December 31, 2015 were the stock options granted in 2011 through 2013, the RSUs granted in 2012 through 2015, and PSUs granted in 2014 and 2015 under the equity incentive plan. The terms of the 2015 annual equity award are described in the narrative disclosure to the Summary Compensation Table and Grants of Plan-Based Awards table. The 2011 and 2012 annual equity awards have the same terms. The 2013 annual equity award generally mirrors the 2011 and 2012 annual equity award. As described in the CD&A, in 2014, the compensation committee retained the grant of RSUs on generally the same terms as the 2011 through 2013 awards, but replaced stock options with PSUs. RSUs and PSUs were again granted in 2015 on generally the same terms as the 2014 awards.
Name Richard Garneau Jo-Ann Longworth Yves Laflamme André Piché Richard Tremblay Option Awards Stock Awards Number of Securities
Underlying
Unexercised Options Option
Exercise
Price Option
Expiration
Date Number of
Shares or
Units
of Stock
That
Have Not
Vested Market
Value of
Shares or
Units
That Have
Not
Vested(8) Grant
Date Exercisable Unexercisable 01/09/2011 9,302 — (1) $ 23.05 01/09/2021 — $ — 11/06/2013 66,031 66,030 (3) 15.66 11/06/2023 — — 11/06/2013 — — — — 32,256 (3) 244,178 11/06/2014 — — — — 43,632 (4) 330,294 11/06/2014 — — — — 58,177 (5) 440,400 11/09/2015 — — — — 148,873 (6) 1,126,969 11/09/2015 — — — — 148,873 (7) 1,126,969 11/03/2011 26,166 — (1) 16.45 11/03/2021 — — 11/08/2012 36,283 12,094 (2) 11.41 11/08/2022 — — 11/08/2012 — — — — 5,925 (2) 44,852 11/06/2013 17,818 17,817 (3) 15.66 11/06/2023 — — 11/06/2013 — — — — 8,704 (3) 65,889 11/06/2014 — — — — 10,917 (4) 82,642 11/06/2014 — — — — 14,557 (5) 110,196 11/09/2015 — — — — 35,222 (6) 266,631 11/09/2015 — — — — 35,222 (7) 266,631 01/09/2011 24,092 — (1) 23.05 01/09/2021 — — 11/03/2011 6,354 — (1) 16.45 11/03/2021 — — 11/08/2012 10,614 10,614 (2) 11.41 11/08/2022 — — 11/08/2012 — — — — 5,200 (2) 39,364 11/06/2013 7,633 15,265 (3) 15.66 11/06/2023 — — 11/06/2013 — — — — 7,456 (3) 56,442 11/06/2014 — — — — 9,354 (4) 70,810 11/06/2014 — — — — 12,472 (5) 94,413 11/09/2015 — — — — 30,473 (6) 230,681 11/09/2015 — — — — 30,473 (7) 230,681 01/09/2011 9,868 — (1) 23.05 01/09/2021 — — 11/03/2011 9,569 — (1) 16.45 11/03/2021 — — 11/08/2012 13,149 4,382 (2) 11.41 11/08/2022 — — 11/08/2012 — — — — 2,147 (2) 16,253 11/06/2013 6,303 6,303 (3) 15.66 11/06/2023 — — 11/06/2013 — — — — 3,078 (3) 23,300 11/06/2014 — — — — 8,410 (4) 63,664 11/06/2014 — — — — 11,214 (5) 84,890 11/09/2015 — — — — 28,499 (6) 215,737 11/09/2015 — — — — 28,499 (7) 215,737 11/03/2011 11,483 — (1) 16.45 11/03/2021 — — 11/08/2012 13,453 4,484 (2) 11.41 11/08/2022 — — 11/08/2012 — — — — 2,197 (2) 16,631 11/06/2013 6,718 6,717 (3) 15.66 11/06/2023 — — 11/06/2013 — — — — 3,281 (3) 24,837 11/06/2014 — — — — 8,410 (4) 63,664 11/06/2014 — — — — 11,214 (5) 84,890 11/09/2015 — — — — 30,692 (6) 232,338 11/09/2015 — — — — 30,692 (7) 232,338
The 2018 RSU award vests ratably in one-fourth tranches on December 1 of each |
The |
The 2019 RSU award vests ratably in one-fourth tranches on December 1 of each |
The 2019 PSU award is unvested until February 28, |
The |
11. | The 2020 PSU award is |
Option Exercises and Stock Vested for 20152020
The options that were exercisable in 20152020 were those awarded under the emergence equity award, approved upon emergence with a January 9, 2011 grant date, and under the 2011 through 2013 annual equity awards. The options approved on January 9, 2011 expired on January 8, 2021. None of the named executive officers exercised options in 2015.2020.
The number of shares acquired on the vesting of outstanding RSUs granted under the 20112016 through 20142019 annual equity awards, and the value realized on the applicable vesting dates, are set forth in the following table. For the 2016 annual equity award, the table also includes the number of shares acquired and value realized upon vesting of the PSUs in 2020.
Stock Awards | Stock Awards | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2011 Annual Equity Award | 2012 Annual Equity Award | 2013 Annual Equity Award | 2014 Annual Equity Award | 2016 Annual Equity Award | 2017 Annual Equity Award | 2018 Annual Equity Award | 2019 Annual Equity Award | Aggregate number of shares acquired on vesting in 2020 | Aggregate value realized on vesting in 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Name | Number of shares acquired on vesting | Value realized on vesting | Number of shares acquired on vesting | Value realized on vesting | Number of shares acquired on vesting | Value realized on vesting | Number of shares acquired on vesting | Value realized on vesting | Number of shares acquired on vesting | Value realized on vesting | Number of shares acquired on vesting | Value realized on vesting | Number of shares acquired on vesting | Value realized on vesting | Number of shares acquired on vesting | Value realized on vesting | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Richard Garneau (1) | — | $ | — | — | $ | — | 16,128 | $ | 124,347 | 14,545 | $ | 112,142 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Jo-Ann Longworth | 3,324 | 24,797 | 5,925 | 45,682 | 4,352 | 33,554 | 3,640 | 28,064 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Yves Laflamme | 3,229 | 24,088 | 5,200 | 40,092 | 3,729 | 28,751 | 3,118 | 24,040 | 94,214 | $ | 305,632 | 8,411 | $ | 46,680 | 22,328 | $ | 123,922 | 94,985 | $ | 527,167 | 219,938 | $ | 1,003,401 | (1) | ||||||||||||||||||||||||||||||||||||||||||||||||
André Piché | 1,215 | 9,064 | 2,147 | 16,553 | 1,540 | 11,873 | 2,804 | 21,619 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Remi Lalonde | 28,111 | 91,191 | — | — | 5,952 | 33,034 | 14,505 | 80,503 | 48,568 | 204,728 | (2) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
John Lafave | 78,631 | 255,079 | 6,986 | 38,771 | 4,516 | 25,066 | 13,056 | 72,461 | 103,189 | 391,376 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Richard Tremblay | 1,459 | 10,884 | 2,197 | 16,939 | 1,641 | 12,652 | 2,804 | 21,619 | 93,971 | 304,843 | 8,350 | 46,341 | 5,396 | 29,948 | 15,297 | 84,898 | 123,014 | 466,030 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Jacques Vachon | 84,614 | 274,488 | 7,554 | 41,923 | 4,930 | 27,363 | 14,327 | 79,515 | 111,425 | 423,289 |
1. | Under Mr. |
2. | Under Mr. Lalonde’s February 2018 cash-settled award, he received the first three tranches of 2,461 units settled in cash on December 1, 2018, December 2, 2019, and December 1, 2020. These units had a total value of $54,417. |
In 2015,Annually, the Company,company, through an internal committee, assessedassesses whether any elements of the Company’scompany’s compensation policies and practices encourage excessive and unnecessary risk-taking, and, if so, whether the level of risk encouraged is reasonably likely to have a material adverse effect on the Company.company. The internal committee wasis composed of the senior vice president and chief financial officer; the senior vice president, corporate affairs and chief legal officer; the senior vice president, human resources; and members of the human resources staff. At inception, Hugessen Consulting provided input into the process and elements to review and provided
information on market best practices. The process identified the compensation plans and practices and related key features, assessed the risk related to each of them (taking into account enterprise risk) and compared the plan and practices with market best practices. In 2020, Hugessen Consulting provided updated information on market best practices and the internal committee concluded that no changes to the company’s compensation policies and practices were advisable. The compensation committee and Hugessen Consulting reviewed and commented on the internal committee’s findings.
Following this review, we believe that the design of our compensation policies and practices encourages employees to remain focused on both our short-term and long-term goals, and the compensation programs are not reasonably likely to have a material adverse effect on the Company. For example, the issuance of PSUs in the annual equity grant aligns the executive team with the STIP metrics over a multi-year period, including overlapping performance periods.company.
This section describes the accumulated benefits, if any, of each of the named executive officers under Company-sponsoredcompany-sponsored defined benefit pension plans. The table below shows the present value of accumulated benefits, if any, payable to each of the named executive officers, including the number of years of service credited to them under each applicable plan. The benefits were determined using the interestdiscount rates and mortality ratelife expectancy assumptions consistent with those used in the Company’scompany’s financial statements.
Pension Benefits for 20152020
Name | Plan Name | Number of Years Credited Service | Present Value of Accumulated Benefit(1) | Payments During Last Fiscal Year | ||||||||||
Richard Garneau(2) | n/a | — | $ | — | $ | — | ||||||||
Jo-Ann Longworth(2) | n/a | — | — | — | ||||||||||
Yves Laflamme | Registered Plan (Canada) | 28.51 | 1,191,473 | — | ||||||||||
Supplemental Plan (Canada) | 28.51 | 1,713,727 | — | |||||||||||
André Piché | Registered Plan (Canada) | 24.00 | 1,044,079 | |||||||||||
Supplemental Plan (Canada) | 24.00 | 526,291 | ||||||||||||
Richard Tremblay(2) | n/a | — | — | — |
Name(1) | Plan Name | Number of Years Credited Service | Present Value of Accumulated Benefit(2) | Payments During Last Fiscal Year | ||||||||||
Yves Laflamme | Registered Plan (Canada) | 28.51 | $ | 1,652,182 | $ | — | ||||||||
Supplemental Plan (Canada) | 28.51 | 1,852,483 | — | |||||||||||
Remi Lalonde | n/a | — | — | — | ||||||||||
John Lafave | n/a | — | — | — | ||||||||||
Richard Tremblay | n/a | — | — | — | ||||||||||
Jacques Vachon | Registered Plan (Canada) | 11.58 | 937,597 | — | ||||||||||
Supplemental Plan (Canada) | 25.50 | 2,983,085 | — |
1. | Messrs. Lalonde, Lafave, and Tremblay do not have accrued benefits in any company-sponsored defined benefit pension plans. Instead, their retirement benefits are provided exclusively through the company’s registered plans and the DC Make-Up Program. Retirement benefits for Messrs. Laflamme and Vachon for current service are similarly provided exclusively through these arrangements after December 31, 2010. The DC Make-Up Program is described in the CD&A. |
2. | The present value of accumulated benefits under the Canadian registered and supplemental pension plans sponsored by Resolute FP Canada Inc. or Resolute is determined based on the assumptions used in the |
The named executive officers did not earn pension benefits in 2015, other than due to changes in their final average earnings under the Resolute FP Canada registered pension plan (as described below).
The following discussion describes the terms of the pension plans applicable to Messrs. Laflamme and PichéVachon for service and earnings before January 1, 2011. No other named executive officer has pension benefits accrued under defined benefit pension plans (either registered or the reinstated supplemental plans, both as described below).
Before their pension benefits were frozen as described below, Messrs. Laflamme and PichéVachon earned benefits under Canadian pension plans that were either registered or non-registered. A “registered plan”“registered plan” means the plan is intended to be qualified for favorable tax treatment under the Canadian Income Tax Act, or the “Income“Income Tax Act.Act.” In contrast, a “non-registered plan” plan” is not qualified for this favorable tax treatment and provides to a select group of management and highly compensated employeesemployees’ additional pension benefits that cannot be provided under the registered plans because of statutory limitations or an overall benefit that is offset by the benefit provided under the registered plan.
Pursuant to the plans of reorganization, the non-registered plans were terminated and those accumulated benefits were reinstated under new non-registered plans, “the 2010 Canadian DB SERPs,” for certain participants, including Messrs. Laflamme and Piché.Vachon. The reinstated benefits were frozen as to benefit service and earnings (but not vesting service) as of December 31, 2010.
Messrs. Laflamme and PichéVachon have pension benefits payable under legacy Abitibi Canadian pension plans (now sponsored by Resolute FP Canada Inc.). Pension benefits under the 2010 Canadian DB SERPs were frozen for Messrs. Laflamme and PichéVachon effective December 31, 2010. However, pensionable earnings continue to growthe maximum pension payable from a registered plan under the registered planIncome Tax Act is indexed annually and may impactit impacts what is payable between the 2010 Canadian DB SERPs and the registered plan. The following describes the pension benefits payable under these plans.
The reinstated accrued benefits provided to Messrs. Laflamme and PichéVachon under the 2010 Canadian DB SERPs are determined pursuant to a traditional pension plan formula based on years of credited service and a percentage of final average compensation. The 2010 Canadian DB SERPs provide an overall pension benefit that is offset by the benefit payable under the registered plans, including any registered plan benefits that have been commuted. The registered plans limit the amount of the pension benefit payable due to statutory constraints.
Pension Formula
These Canadian pension plans generally provide total pension benefits equal to 2% of final average compensation multiplied by years of credited service with the Companycompany and its related entities, up to 35 years of service. As a result of the benefit service freeze described above, the pension benefits for Messrs. Laflamme and PichéVachon under the 2010 Canadian DB SERPs take into account their years of credited service through December 31, 2010.
Compensation used under the formulas depends on the period for which years of service are credited. For years of credited service through December 31, 2008, final average compensation is the sum of (i) average monthly base salary based on the best 60 consecutive months of base salary within the last 120 months and (ii) the best five annual incentive awards in the last ten10 years. For years of credited service after December 31, 2008, final average compensation is the average of the five5 highest consecutive calendar years of eligible earnings in the last 10 years. Eligible earnings in a given calendar year is the sum of the base salary and the incentive award paid under an annual incentive plan (excluding any special incentive awards unless authorized by the Company)company). The paid incentive award component is capped at 125% of the target incentive award of each year.
Beginning January 1, 2009 through December 31, 2010, Messrs. Laflamme and PichéVachon were required to contribute to the Abitibi registered plan. Their contributions were equal to 5% of their pensionable earnings up to the U.S. compensation limit ($245,000 in 2009 and 2010). Contributions were credited with interest at the average net rate of return of the pension fund of the Abitibi registered plan over the preceding two calendar years.
Once participants attain age 55, they can retire early. The total pension payable is unreduced if the participant retires at age 58 and the sum of his age and years of service is at least 80. If a participant is notMessrs. Laflamme and Vachon are both eligible for an
unreduced benefit and has completed 20 years of service, the total pension payable is reduced by 6% for each year (or 0.5% for each month) between his retirement date and the date he would have attained age 58 and the sum of his age and years of service would have equaled at least 80 had he continued employment. If the participant has less than 20 years of service, the 6% per year (or 0.5% for each month) reduction is calculated for each year before age 65 that the retirement occurs. A participant who terminates employmentto retire with the Company and its related entities for any reason before attaining age 55 is eligible for an unreduced pension payable at age 65, but may elect to receive a reduced pension at any time before age 65. If his employment was terminated involuntarily, his pension payable is reduced by 6% for each year (or 0.5% for each month) between the date payments commence and the date on or after attainment of age 58 that the sum of his age and years of service would have equaled at least 80 had he continued employment. If his employment was terminated voluntarily, the 6% per year (or 0.5% for each month) reduction is calculated for each year before age 65 that payments commence.benefits.
Time and Form of Payment
The legacy Abitibi Canadian pension plans provide for payment in an annuity with a participant option to select payment among different types of annuities, any of which will provide monthly payments for the life of the participant and his spouse, if any. ForThe company has secured the Canadian executives who are not subject to U.S. tax law, the annuities can generally be securedDB SERP benefits of Messrs. Laflamme and Vachon by a letter of credit pursuant to a retirement compensation arrangement without adverse tax consequences to the executive and the Company has established security protocols. At the executive’s age 55, the Company will undertake to secure the executives’ supplemental retirement benefits by a letter of credit. The Company has secured the Canadian DB SERP benefits of Messrs. Laflamme and Piché.executive.
Assumptions for Pension Benefits Table Value
The accrued benefit amounts identified in the Pension Benefits table above show the present value of the future monthly payments if calculated as a lump sum. An interestA discount rate and mortality table providing for current life expectancies are used to calculate the present value amount as of December 31, 2015.2020. The interestdiscount rate and mortality table used are the same as those used for our financial statements, which are a 4.0% interest2.4% discount rate and the 2014 Private Sector Canadian Pensioner’s Mortality Table including an increasea decrease of the rates of 3.5%5.7%, projected generationally using Scale B, and no assumption for pre-retirement mortality. Benefits were calculated assuming retirement on the date an executive attainsattained age 58 with the sum of his age and years of service equaling at least 80.80 (or current age, if older). In addition, the final average earnings used for the calculation of the accumulated benefit as of December 31, 2015,2020, as shown in the Pension Benefits table, are: for years of service credited through December 31, 2008, Mr. Laflamme, $294,765$320,588 and Mr. Piché, $186,452;Vachon, $393,105; and for years of service credited after December 31, 2008, Mr. Laflamme, $263,831$286,945 and Mr. Piché, $169,885.Vachon, $366,273.
Following its 2011 termination of its nonqualified, non-registered deferred compensation plan, the Company implemented, in 2012, the DC Make-Up Program to provide Company contributions to eligible employees who are limited by the statutory rules on the amount of compensation that can be taken into account under the registered tax-qualified defined contribution plans. In addition, because the registered tax-qualified plans do not provide contributions on awards payable pursuant to STIPs for Canadian employees, the DC Make-Up Program also provides these contributions. The Company chose to provide these contributions on a current taxable basis instead of a tax-deferred basis. These contributions are reflected in the Summary Compensation Table under All Other Compensation because the contributions are not deferred compensation.
Severance and Change in Control Arrangements
The following is a discussion of the policies and arrangements to which a named executive officer becomes subject upon certain termination events, with or without a change in control of the Company.company. During 2015,2020, all
named executive officers except Mr. GarneauLaflamme, were covered by the Company’scompany’s executive severance policy. Severance protection for Mr. Garneau wasthe chief executive officer of the company is provided under histhe chief executive officer’s individual employment agreement and related documents and, in the case of a termination with a change in control, a separate change in control agreement.
The material termsAs described in the CD&A, effective at 11:59 PM on February 28, 2021, Mr. Laflamme stepped down and retired from the position of thepresident and chief executive officer. Upon his departure, Mr. Laflamme received certain severance policy, the severance provisions of Mr. Garneau’sand other benefits provided under his employment agreement and Mr. Garneau’s changereceived full vesting of his outstanding equity awards and remains eligible for a prorated award under the 2021 STIP. The information, including the footnotes, in control agreement are described below. the “Potential Payments Upon Termination” table below describe the actual payments or value received as a result of his departure.
In all cases, to be eligible for severance benefits, the named executive officers must agree to certain restrictive covenants intended to mitigate the competitive disadvantage that would result from losing executive talent to competitors of the Company:company:
The executive severance policy requires eligible executivesnamed executive officers to protect confidential information. In addition, to receive benefits under the executive severance policy, an eligible executive must sign a release containing non-compete, non-solicitation and confidentiality covenants.
Mr. Garneau’sThe president and chief executive officer’s employment agreement includes covenants not to compete with the Company,company, solicit customers of the Companycompany or interfere with suppliers of the Companycompany for a 12-month period following a termination for “cause” (as defined in the employment agreement) or a nine-month period following a termination for any other reason, except that these covenants do not apply in the case of a termination without “cause” by the Companycompany or for “good reason” by Mr. Garneauthe president and chief executive officer pursuant to the change in control agreement (as defined thereunder). In addition, a confidentiality covenant is effective for a five-year period following a termination for any reason. The above covenants remain in place following Mr. Laflamme’s departure.
The following table describesexecutive severance policy, in both a change in control or non-change in control context, does not provide any enhanced benefits in the form of, for example, subsidized continued health coverage or tax-gross ups. The terms Cause, Change in Control, Good Reason are defined in the respective severance policy or agreement, as applicable. The material terms of the executive severance policy and the severance provisions of Mr. Garneau’s employment and change in control agreements (withare as follows, with all descriptions qualified by the actual terms of the policy and agreements):policy.
| Executive Severance Policy | |||||
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Termination Without Cause (No Change in Control) | Termination Without Cause or for Good Reason | |||||
Severance | • Lump sum payment equal to 6 weeks of eligible pay per year of continuous service, with a minimum of 52 weeks and a maximum of 104 weeks • “Eligible pay” is base pay, plus the lesser of (i) average of last 2 incentive awards paid or (ii) 125% of target incentive award for year of termination • Pro rata vesting of |
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Potential Payments Upon Termination
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Base Salary ($)(1) | Avg. of Last Two STIP Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Equity Awards ($)(4) | All Other Compensation ($)(5) | Total Post Termination Payment & Benefit Value ($) | |||||||||||||||||||
Yves Laflamme(6) | ||||||||||||||||||||||||
Company initiated (not for cause) termination of employee without a change in control | 1,877,288 | 1,642,660 | 2,310,222 | 8,671,973 | (8) | — | 14,502,142 | |||||||||||||||||
Company initiated (not for cause) termination of employee with a change in control or good reason termination by employee following a change in control | — | — | — | — | — | — | (7) | |||||||||||||||||
Retirement | — | — | — | — | — | — | ||||||||||||||||||
Death | — | — | — | — | — | — | ||||||||||||||||||
Long-Term Disability | — | — | — | — | — | — | ||||||||||||||||||
Remi Lalonde | ||||||||||||||||||||||||
Company initiated (not for cause) termination of employee with or without a change in control or good reason termination by employee following change in control | 529,970 | 223,321 | 542,088 | 259,493 | (9) | 19,648 | 1,574,520 | (7) | ||||||||||||||||
Retirement | — | — | — | (10) | — | (11) | — | — |
Base Salary ($)(1) | Avg. of Last Two STIP Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Equity Awards ($)(4) | All Other Compensation ($)(5) | Total Post Termination Payment & Benefit Value ($) | |||||||||||||||||||
Death | — | — | 542,088 | 1,054,492 | (12) | — | 1,596,580 | |||||||||||||||||
Long-Term Disability | — | — | 542,088 | 1,054,492 | (12) | — | 1,596,580 | |||||||||||||||||
John Lafave | ||||||||||||||||||||||||
Company initiated (not for cause) termination of employee with or without a change in control or good reason termination by employee following change in control | 657,051 | 523,098 | 400,691 | 411,600 | (9) | 19,648 | 2,012,088 | (7) | ||||||||||||||||
Retirement | — | — | — | (10) | 411,600 | (11) | — | 411,600 | ||||||||||||||||
Death | — | — | 400,691 | 853,834 | (12) | — | 1,254,525 | |||||||||||||||||
Long-Term Disability | — | — | 400,691 | 853,834 | (12) | — | 1,254,525 | |||||||||||||||||
Richard Tremblay | ||||||||||||||||||||||||
Company initiated (not for cause) termination of employee with or without a change in control or good reason termination by employee following a change in control | 422,739 | 336,987 | 469,213 | 488,770 | (9) | 5,800 | 1,723,509 | (7) | ||||||||||||||||
Retirement | — | — | — | (10) | 488,770 | (11) | — | 488,770 | ||||||||||||||||
Death | — | — | 469,213 | 1,009,633 | (12) | — | 1,478,846 | |||||||||||||||||
Long-Term Disability | — | — | 469,213 | 1,009,633 | (12) | — | 1,478,846 | |||||||||||||||||
Jacques Vachon | ||||||||||||||||||||||||
Company initiated (not for cause) termination of employee with or without a change in control or good reason termination by employee following a change in control | 724,167 | 649,523 | 487,167 | 448,087 | (9) | 19,648 | 2,328,592 | (7) | ||||||||||||||||
Retirement | — | — | 487,167 | 1,136,112 | (11) | — | 1,623,279 | |||||||||||||||||
Death | — | — | 487,167 | 932,577 | (12) | — | 1,419,744 | |||||||||||||||||
Long-Term Disability | — | — | 487,167 | 932,577 | (12) | — | 1,419,744 |
1. |
Severance Projection in the Case of Non-Change in Control, Non-Cause Termination
If Ms. Longworth or Messrs. Laflamme, Piché, or Tremblay had been terminated without cause on December 31, 2015, absent a change in control, they would have received the following benefits under the Company’s executive severance policy described above. Amounts shown for Mr. Garneau are pursuant to his employment agreement.
Richard Garneau | Jo-Ann Longworth | Yves Laflamme | André Piché | Richard Tremblay | ||||||||||||||||
Base Salary (1—2X)(1) | $ | 981,099 | $ | 417,821 | $ | 722,952 | $ | 676,142 | $ | 364,076 | ||||||||||
Avg. of Last Two Annualized Regular Cash Incentive Awards Paid (1—2X) | 465,850 | (2) | 204,419 | (3) | 350,271 | (3) | 219,611 | (3) | 111,988 | (3) | ||||||||||
All Other Severance Compensation | 657,030 | (4) | 265,365 | (5) | 231,344 | (5) | 213,593 | (5) | 218,708 | (5) | ||||||||||
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Total | 2,103,979 | 887,605 | 1,304,567 | 1,109,346 | 694,772 |
Except for Mr. |
2. |
The amounts shown for |
3. | For Mr. Laflamme, this value represents the 2020 STIP payout and the settlement of his previously granted, disclosed and outstanding cash-settled RSUs upon his departure from the company on February 28, 2021. For clarification, while the earned 2020 STIP is also disclosed in the Summary Compensation Table, Mr. Laflamme only received one payout for the 2020 STIP. |
4. | For Mr. Laflamme, the value of |
5. | Except for Mr. Laflamme, amounts in this column represent the |
outplacement benefits.
Ms. Longworth: a 2015 STIP award of $206,344; 1,750 options, with no value realized; 1,894 RSUs, with a fair market value of $14,338; 6,856 PSUs, with a fair market value of $30,232.
Mr. Laflamme: a 2015 STIP award of $178,517; 1,521 options, with no value realized; 1,639 RSUs, with a fair market value of $12,407; 5,889 PSUs, with a fair market value of $25,968.
Mr. Piché: a 2015 STIP award of $166,958; 628 options, with no value realized; 1,135 RSUs, with a fair market value of $8,592; 5,350 PSUs, with a fair market value of $23,591.
Mr. Tremblay: a 2015 STIP award of $179,801; 654 options, with no value realized; 1,193 RSUs, with a fair market value of $9,031; 5,460 PSUs, with a fair market value of $24,076.
The table reflects one month of additional pro rata vesting of options and RSUs under the 2012, 2013, 2014 and 2015 annual equity awards, as applicable, and two months of additional pro rata vesting of PSUs under the 2014 and 2015 annual equity awards. The value of options, RSUs and PSUs is based on the per-share closing trading price on the NYSE of shares of the Company’s common stock on December 31, 2015, or $7.57. There is no value realized on any of the options because the December 31, 2015 closing price is less than the applicable exercise price (i.e., $16.45, $11.41 and $15.66 for the 2011, 2012 and 2013 annual option awards, respectively). For PSUs, the value is also based on the actual payout percentage for corporate measures under the 2015 STIP before application of the aggregate 7% limit of free cash flow.
Severance Projection in the Case of Non-Cause or Good Reason Termination Following a Change in Control
If Ms. Longworth or Messrs. Laflamme, Piché or Tremblay had terminated employment for good reason on December 31, 2015, within 12 months following a change in control, they would have received the following amounts under the Company’s executive severance policy described above. Notably, for everyone except Mr. Garneau, the amounts payable upon an eligible termination following a change in control is the same as the amount payable upon an involuntary termination without cause absent a change in control. If Mr. Garneau’s employment had terminated without cause or for good reason on December 31, 2015, within 24 months following a change in control, he would have received the amounts shown pursuant to his change in control agreement.
Richard Garneau | Jo-Ann Longworth | Yves Laflamme | André Piché | Richard Tremblay | ||||||||||||||||
Base Salary(1) | $ | 2,943,297 | $ | 417,821 | $ | 722,952 | $ | 676,142 | $ | 364,076 | ||||||||||
Avg. of Last Two Annualized Regular Cash Incentive Awards Paid | 1,397,551 | (2) | 204,419 | 350,271 | 219,611 | 111,988 | ||||||||||||||
Welfare Payment | 15,243 | — | — | — | — | |||||||||||||||
2015 STIP Award | 484,522 | 206,344 | 178,517 | 166,958 | 179,801 | |||||||||||||||
3X Company Contributions under Defined Contribution Program for 2015 | 399,910 | — | — | — | — | |||||||||||||||
Outplacement | 14,452 | 14,452 | 14,452 | 14,452 | 5,800 | |||||||||||||||
Value of Equity Awards | 2,614,433 | (3) | 44,569 | (4) | 38,375 | (4) | 32,183 | (4) | 33,107 | (4) | ||||||||||
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Total | 7,869,408 | (5) | 887,605 | (6) | 1,304,567 | (6) | 1,109,346 | (6) | 694,772 | (7) | ||||||||||
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Ms. Longworth: 1,750 options, with no value realized; 1,894 RSUs, with a fair market value of $14,338; 6,856 PSUs, with a fair market value of $30,232.
Mr. Laflamme: 1,521 options, with no value realized; 1,639 RSUs, with a fair market value of $12,407; 5,889 PSUs, with a fair market value of $25,968.
Mr. Piché: 628 options, with no value realized; 1,135 RSUs, with a fair market value of $8,592; 5,350 PSUs, with a fair market value of $23,591.
Mr. Tremblay: 654 options, with no value realized; 1,193 RSUs, with a fair market value of $9,031; 5,460 PSUs, with a fair market value of $24,076.
The table reflects one month of additionalpro rata vesting of options and RSUs under the 2012, 2013, 2014 and 2015 annual equity awards, as applicable, and two months of additionalpro rata vesting of PSUs under the 2014 and 2015 annual equity awards. The value of options, RSUs and PSUs is based on the per-share closing trading price on the NYSE of shares of the Company’s common stock on December 31, 2015, or $7.57. There is no value realized on any of the options because the December 31, 2015 closing price is less than the applicable exercise price (i.e., $16.45, $11.41 and $15.66 for the 2011, 2012 and 2013 annual option awards, respectively). For PSUs, the value is also based on the actual payout percentage for corporate measures under the 2015 STIP before application of the aggregate 7% limit of free cash flow.
6. | As described in the CD&A, Mr. Laflamme stepped down and retired from the company on February 28, 2021. As permitted by SEC guidance, the amounts shown are the actual amounts or value Mr. Laflamme received upon his termination from his position as president and chief executive officer. |
7. | To the extent |
To the extent Mr. Lafave was subject to U.S. taxation in 2020, he would not have been subject to the change in control excise tax under Section 4999 of the Code. Mr. Tremblay, who was subject to U.S. taxation similarly would not have been subject to the change in control excise tax under Section 4999 of the Code. In no event would they have been entitled to gross-up payments in respect of such tax pursuant to the executive severance policy or their individual award agreements.
8. | As described above in “Severance and Change in Control Arrangements”, the value represents immediate vesting and settlement of 403,068 RSUs that were outstanding RSUs upon his departure on February 28, 2021. It also includes the value of 527,401 PSUs of which 489,312 PSUs remain unsettled and will settle at the same time as they will settle for active employees based on actual performance measures in accordance with the retirement provisions of the respective award agreements. For clarity, the value of these unsettled PSUs is already included in the amount of $8,671,973 indicated in the table above, using the per-share price of February 28, 2021 of $9.32 at 100% payout. |
Except for Mr. Laflamme, assumes one month of pro rata vesting of pending RSUs awards and pro rata vesting of pending PSUs awards. The number of RSUs and PSUs that would vest upon a termination without cause is as follows: |
Mr. Lalonde | Mr. Lafave | Mr. Tremblay | Mr. Vachon | |||||||||||||
RSUs | 4,967 | 2,895 | 3,414 | 3,168 | ||||||||||||
PSUs | 34,711 | 60,041 | 71,321 | 65,347 |
10. | Messrs. Lalonde, Lafave and Tremblay |
11. | For Mr. Vachon, assumes continued vesting of RSUs and |
Mr. Lalonde | Mr. Lafave | Mr. Tremblay | Mr. Vachon | |||||||||||||
RSUs | — | 2,895 | 3,414 | 61,330 | ||||||||||||
PSUs | — | 60,041 | 71,321 | 112,387 |
Mr. Lalonde would not have been entitled to any equity awards as of December 31, 2020, because he has not attained age 55.
12. | For all named executive officers except Mr. Laflamme, assumes immediate vesting of |
Mr. Lalonde | Mr. Lafave | Mr. Tremblay | Mr. Vachon | |||||||||||||
RSUs | 59,609 | 34,737 | 40,970 | 38,010 | ||||||||||||
PSUs | 101,629 | 95,819 | 113,409 | 104,586 |
For 2020, as required under Instruction 2 to Item 402(u) of Regulation S-K, we have updated the median employee used to calculate the CEO pay ratio. To identify the median employee, we measured our employee population as of October 1, 2020, which consisted of approximately 6,899 individuals, split between Canada and the U.S. We have excluded all employees in all other countries as permitted by the SEC rules under the de minimis rule since such employees represent less than 5% of our total employees. The excluded population comprised of 3 employees from the United Kingdom.
The compensation definition used to determine our median employee was cash compensation — this included base pay, cash incentives, overtime and cash perquisites. For most employees, we used 2019 cash compensation as reported on 2019 income tax slips. For employees hired in 2019, but before April 1, 2019, we annualized their 2019 cash compensation. For all other employees, we annualized their 2020 year-to-date cash compensation.
To find the median of the annual total compensation of all our employees (other than our CEO), we used a commonly accepted random sampling methodology on our employee population. We conducted our analysis using a sample of 377 employees (95% confidence interval and ±5% precision).
Using this methodology, we identified our median employee and calculated the elements of the employee’s annual total compensation for fiscal 2020 in accordance with the requirements to be in the amount of $92,625. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2020 Summary Compensation Table — $4,555,204. The ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees is therefore 49 to 1.
INFORMATION OONN STOCK OWNERSHIP
The following table includes all stock-based holdings, as of April 8, 2016,March 23, 2021, of: each of our directors and named executive officers; our directors and executive officers as a group; and all those known by us to be beneficial owners of more than five percent of our common stock.
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Name and Address of Beneficial Holder | Number of Shares of Common Stock Beneficially Owned | Percent of Class(1) | ||||||
Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 Canada | 30,548,190 | (2) | 38.3 | % | ||||
Chou Associates Management Inc. 110 Sheppard Avenue, Suite 301, Box 18 Toronto, Ontario M2N 6Y8 Canada | 5,256,960 | (3) | 6.6 | % | ||||
Dimensional Fund Advisors LP Building One 6300 Bee Cave Road Austin, Texas 78746 | 4,434,914 | (4) | 5.6 | % | ||||
Alpine Investment Management, LLC 8000 Maryland Avenue, Suite 700 Saint Louis, Missouri 63105 | 4,213,538 | (5) | 5.3 | % | ||||
Randall C. Benson | 34,364 | (6) | * | |||||
Suzanne Blanchet | — | (7) | — | |||||
Jennifer C. Dolan | 50,039 | (8) | * | |||||
Yves Laflamme | 398,086 | (9) | * | |||||
John Lafave | 133,355 | (10) | * | |||||
Remi Lalonde | 64,166 | (11) | * | |||||
Bradley P. Martin | 59,999 | (12) | * | |||||
Alain Rhéaume | 65,067 | (13) | * | |||||
Michael S. Rousseau | 85,067 | (14) | * | |||||
Richard Tremblay | 160,512 | (15) | * | |||||
Jacques Vachon | 101,692 | (16) | * | |||||
Directors (including nominees) and executive officers as a group (14 persons) | 1.6% |
* | Less than 1% |
1. | Based on |
named above, all the shares the person or persons has (have) the right to acquire within 60 days, as well as the shares of common stock underlying vested stock-settled RSUs or DSUs and vested options, are deemed to be outstanding but are deemed not to be outstanding for the purpose of computing the percentage ownership of any other person. All numbers listed represent sole investment and voting power unless otherwise indicated. |
2. | Based on an amended Schedule 13D filed on December 22, |
Zenith National Insurance Corp., Zenith Insurance Company, TIG Holdings, Inc., TIG Insurance Company, Odyssey US Holdings Inc., Odyssey Re Holdings Corp., Odyssey Reinsurance Company, Hudson Insurance Company, Hudson Specialty Insurance Company, Newline Holdings UK Limited, Newline Corporate Name Limited, Crum & Forster Holdings Corp., The North River Insurance Company, United States Fire Insurance Company, RiverStone Holdings Limited, RiverStone Insurance Limited, RiverStone Insurance (UK) Limited, CRC Reinsurance Limited, |
3. | Based on a Schedule 13G filed on April 10, 2020, by Chou Associates Management Inc. and Stonetrust Commercial Insurance Co. Chou Associates Management Inc. reports beneficially owning 4,571,960 shares and Stonetrust Commercial Insurance Co reports beneficially owning 685,000 shares, and both having in aggregate sole dispositive power to vote and to dispose over 5,256,960 shares. |
4. | Based on a Schedule 13G filed on February |
5. | Based on an amended Schedule 13G filed on |
6. | Includes 24,800 shares of common stock acquired in open market purchases and held indirectly through R&J Benson Investments Ltd. and 9,564 vested DSUs. |
7. | Ms. Blanchet joined the |
8. | Includes |
9. | Includes 50,480 shares of common stock that can be acquired by exercising vested stock options, 188,213 vested RSUs and 17,785 vested PSUs. Information is as of February 28, 2021, the date Mr. Laflamme ceased to be chief executive officer and director of the company. |
10. | Includes 49,922 shares of common stock that can be acquired by exercising vested stock options and |
Includes |
12. | Represents 59,999 vested DSUs. |
13. | Represents 65,067 vested DSUs. |
14. | Represents 65,067 vested DSUs and 20,000 shares of common stock acquired in open market purchases. |
15. | Includes 42,855 shares of common stock that can be acquired by exercising vested stock options and |
Includes |
Item 1 — Vote on the Election of Directors
Composition of the Board
The board fixed the board size at nineseven members; eachsix of the nineseven current members of the board isare standing for reelection to hold office until the 20172022 annual meeting of stockholders.stockholders; Remi G. Lalonde was appointed director by the board as of March 1, 2021, and is standing for election for the first time. Each director nominee has been recommended for election by the human resources and compensation/nominating and governance committee and approved and nominated for election by the board. Each director will hold office until his or her successor has been elected and qualified or until the director’s earlier resignation or removal. Each director nominee has consented to serve if elected. Should any director nominee be unable to stand for election at the annual meeting, proxies will be voted in favor of such other person, if any, recommended by the human resources and compensation/nominating and governance committee and designated by the board.
Pursuant to our by-laws, as amended in December 2014, if any director nominee fails to receive a majority of the votes cast in an uncontested election of directors, such as the 20162021 annual meeting, suchthat director must promptly tender his or her resignation to the board. The human resources and compensation/nominating and governance committee will make a recommendation to the full board whether or not to accept suchthe resignation. The board will publicly announce its decision regarding a tendered resignation within 90 days from the date the results of the election are certified.
Board Recommendation
The board unanimously recommends a vote FOR the election to the board of each of Michel P. Desbiens,Randall C. Benson, Suzanne Blanchet, Jennifer C. Dolan, Richard D. Falconer, Richard Garneau, Jeffrey A. Hearn,Remi G. Lalonde, Bradley P. Martin, Alain Rhéaume and Michael S. Rousseau and David H. Wilkins.Rousseau. What follows is biographical and attendance information for each nominee and the qualifications considered in nominating each of them to the board.
Nominees
Randall C. Benson Age: Director since: Board attendance: 100% Total attendance: 100% | Current Committee(s): | • Human resources and compensation/nominating and governance committee • Finance (chair) • Environment, Health and Safety | Attendance 5/5 Attendance 4/4 Attendance 4/4 | |||
Mr.
He has been Mr. Benson was
Director qualifications:
• Management/operating experience — experienced director and executive
• Professional services & financial/accounting experience — experienced executive and special advisor in connection with mergers and acquisitions, financings, and operational and financial restructurings |
Suzanne Blanchet Age: 63 Director since 2019 Board attendance: 100% Total attendance: 100% | Current Committee(s): | • Audit • Finance • Environment, Health and Safety (chair) | Attendance 8/8 Attendance 4/4 Attendance 4/4 | |||
Ms. Blanchet was appointed to the company’s board on January 31, 2019, in accordance with the company’s by-laws and further elected at the 2019 annual meeting of shareholders. She spent over 30 years with Cascades Inc., including as senior vice president, corporate development, from 2014 to 2017. From 1997 to 2014, she was president and chief executive officer of Cascades Tissue Group. Ms. Blanchet is a graduate of the Directors Education Program of the Institute of Corporate Directors and currently serves as a director of GDI Integrated Facility Services Inc. (TSX) where she serves on the audit committee. Ms. Blanchet has also previously served as a director of Rona Inc. (TSX) and Agropur. Director qualifications: • Management/operating experience — experienced director and executive of a large tissue and paper company • Financial/accounting experience — experienced executive and member of audit committees for various public and private companies |
Jennifer C. Dolan Age: Director since: 2013 Board attendance: 100% Total attendance: 100% | Current Committee(s): | • Audit • Human resources and compensation/nominating and governance committee • Environment, Health and Safety | Attendance 8/8 Attendance 5/5 Attendance 4/4 | |||
Ms. Dolan has served on the
She retired from The New York Times Company in 2012 after a 33-year career, the last ten of which she spent as vice president of forest products, where she managed paper procurement and oversaw its equity investments in two paper mills, including as a member of the board of Donohue Malbaie Inc., while it was a joint venture with the
Director qualifications:
• Management/operating experience — experienced executive, representing one of the largest consumers of newsprint in North America
• Professional services & financial/accounting experience — certified public accountant |
Remi G. Lalonde Age: Director since: | Mr.
Mr. Lalonde has been with the company since 2009. He previously served as senior vice president and chief financial officer from November 2018 to March 1, 2021, after being vice president for strategy, M&A, business development and procurement from May 2018 to November 2018. He was general manager of Resolute’s pulp and paper mill in Thunder Bay (Ontario) from February 2016 to May 2018. Before taking a leadership role in operations, Mr. Lalonde was treasurer and vice
Mr.
Director qualifications:
•
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• Management/operating experience — experienced
• Professional services & financial/accounting experience — |
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Bradley P. Martin Age: Director since: 2012 Chair Board attendance: 100% Total attendance: 100% | Current Committee(s): | • Finance • Environment, Health and Safety | Attendance 4/4 Attendance 4/4 | |||
Mr. Martin has served on the board since the 2012 annual meeting of stockholders.
Since March 9, 2012, he has served as vice president for strategic investments with Fairfax Financial Holdings Limited. He had been its vice president and chief operating officer since January 2007, and its corporate secretary since 2002. Before joining Fairfax in 1998, he was a partner with Torys LLP, a leading Canadian business law firm, specializing in mergers and acquisitions and securities law.
Mr. Martin currently serves as a member of the boards of
Director qualifications:
• Professional services & financial experience — former chief operating officer of a Canadian financial services company; former partner with a Toronto-based law firm
• Management/operating experience — experienced executive officer with large publicly-traded company |
Alain Rhéaume Age: 69 Director since: 2010 Lead Director Board attendance:100% Total attendance: 96% | Current Committee(s): | • Audit • Human resources and compensation/nominating and governance committee (chair) • Finance | Attendance 7/8 Attendance 5/5 Attendance 4/4 | |||
Mr. Rhéaume has served on the company’s board since the emergence date. He is founder and a managing partner at Trio Capital Inc. Until 2005, he was executive vice president and president of Fido, a subsidiary of Rogers Wireless Communications Inc. Previously, Mr. Rhéaume was president and chief operating officer and chief financial officer of Microcell. Previously, Mr. Rhéaume was associate deputy minister of finance from 1987 to 1992 and deputy minister of finance from 1992 to 1996 in the provincial government of Québec. He currently serves as a director of Boralex Inc. (TSX) and was a director of SNC-Lavalin Group Inc. (TSX) until May 2020. He has served in the last five years on the board of the Canadian Investors Protection Fund and other private companies. Director qualifications: • Politics/government relations and financial/accounting experience — various senior finance positions with the government of the province of Québec and chief financial officer of a publicly traded company • Management/operating experience — several senior executive positions in the hi-tech industry |
Michael S. Rousseau Age: Director since: 2010 Board attendance: 100% Total attendance: 96% | Current Committee(s): | • Audit (chair) • Finance • Human resources and compensation/nominating and governance committee | Attendance 7/8 Attendance 4/4 Attendance 5/5 | |||
Mr. Rousseau has served on the
He
Mr. Rousseau currently serves on the board of
Director qualifications:
• Management/operating experience — experienced director and executive with large publicly-traded companies
• Professional services & financial/accounting experience | ||||||
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Item 2 — Vote on the Ratification of the Appointment of PricewaterhouseCoopers LLP
The audit committee appointed PricewaterhouseCoopers LLP (“PwC”) as the Company’scompany’s independent registered public accounting firm for the fiscal year ending December 31, 2016.2021. Our organizational documents do not require that our stockholders ratify the appointment of the independent registered public accounting firm, but we do so because we believe it is a matter of good corporate practice. If the stockholders do not ratify the appointment, the audit committee will reconsider whether to retain PwC, but still may retain them. Even if the appointment is ratified, the audit committee may change, in its discretion, the appointment at any time if it determines that it would be in the best interests of our Companycompany and our stockholders to do so.
Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services
The audit committee’s policy is to pre-approve all audit and non-audit services performed by the Company’scompany’s independent registered public accounting firm, including audit-related, tax and other services. The audit committee pre-approved all audit and permissible non-audit services provided by PwC in 2015.2020.
The Company’scompany’s chief financial officer, chief accounting officer (or another officer designated by the board) and the independent registered public accounting firm must submit to the audit committee a request to provide any service that requires pre-approval. Each request must include a statement as to whether the independent registered public accounting firm and the submitting officer view the provision of the requested services as consistent with the SEC’s rules on auditor independence. The request must be sufficiently detailed to enable the audit committee to precisely identify the services requested. The audit committee may delegate pre-approval authority to its chair or one or more other committee members, but not to management. Any committee member with delegated authority must report all pre-approval decisions to the audit committee at its next scheduled meeting.
Other Information
A representative of PricewaterhouseCoopers LLP is expected to be present at the annual meeting, will have the opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate questions from stockholders.
Audit Fees and All Other Fees
Fees paid. The following table contains certain information on the fees paid to PwC for professional services rendered in the years ended December 31, 2015,2020, and 2014,2019, converted from Canadian to U.S. dollars at the average exchange rate in the applicable year.
Fee category | 2015 fees | 2014 fees | 2020 fees | 2019 fees | ||||||||||||
(in thousands) | (in thousands) | |||||||||||||||
Audit fees | $ | 2,474 | $ | 2,711 | $ | 2,109 | $ | 2,055 | ||||||||
Audit-related fees | 41 | 43 | 74 | 181 | ||||||||||||
Tax fees | 16 | 17 | 127 | 119 | ||||||||||||
All other fees | 59 | 47 | 84 | 86 | ||||||||||||
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Total fees | $ | 2,589 | $ | 2,818 | $ | 2,394 | 2,441 | |||||||||
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• | Audit fees. Audit fees consist of fees billed for professional services rendered in respect of the audits of annual consolidated financial statements and internal control over financial reporting for the years indicated, review of interim consolidated financial statements included in quarterly reports on Form 10-Q and other services provided in connection with statutory and regulatory filings or engagements. |
• | Audit-related fees. Audit-related fees consist primarily of fees for other attestation engagements in respect of the fiscal years indicated. |
• | Tax fees. Tax fees in each of |
• | All other fees. All other fees in each of |
Board Recommendation
The board unanimously recommends a vote FOR ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the 20162021 fiscal year. Unless a contrary choice is specified, proxies solicited by the board will be voted FOR ratification of the appointment.
Item 3 — Advisory voteVote to approve executive compensationApprove Executive Compensation
Rule 14a-21 under the Exchange Act requires that we give our stockholders the ability to cast a non-binding advisory vote on the compensation of our named executive officers. This vote is commonly referred to as the “say-on-pay”“say-on-pay” vote. At our 20112017 annual meeting, a majority of stockholders voted, consistent with the recommendation of the Company’scompany’s board of directors, to hold a stockholder advisory vote on a resolution to approve the compensation of the Company’scompany’s named executive officers annually. Accordingly, we intend to continue to provide annual say-on-pay votes.
The compensation of our executive officers is based on a design that ties a substantial percentage of an executive’s compensation to the attainment of financial and other performance measures that, the board believes, servesserve to promote the creation of long-term stockholder value and to position the Companycompany for long-term success. As described more fully in theCompensation Discussion and Analysis section of this proxy statement, the mix of fixed and performance-based compensation and short-term and long-term incentive awards is designed to enable the Companycompany to attract and retain top quality executive talent while, at the same time, creating a close relationship
between performance and compensation. Our human resources and compensation/nominating and governance committee and the board believe that the design of the program and the compensation awarded to our named executive officers thereunder fulfill this objective.
We are asking for stockholder approval of the compensation of our named executive officers, as we have disclosed in this proxy statement in accordance with SEC rules. The compensation disclosures are contained under the headingCompensation Discussion and Analysis, the compensation tables and the narrative discussion accompanying the compensation tables. This vote is not intended to address any specific item of compensation but rather the overall compensation of our named executive officers and the policies and practices described in this proxy statement.
Accordingly, the board is requesting your approval of the following non-binding resolution:
RESOLVED, that the Company’scompany’s stockholders approve, on a non-binding advisory basis, the compensation of the Company’scompany’s named executive officers, as disclosed in the proxy statement for this annual meeting pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 20152020 Summary Compensation Table, the other related tables and the accompanying narrative.
This vote is advisory and therefore not binding on the Company,company, our human resources and compensation/nominating and governance committee, or the board. Nevertheless, the board and human resources and compensation/nominating and governance committee value the opinions of our stockholders and will review the voting results in connection with their ongoing evaluation of the Company’scompany’s compensation programs.
Board Recommendation
The board unanimously recommends a vote FOR the approval of the Company’scompany’s executive compensation. Unless a contrary choice is specified, proxies solicited by the board will be voted FOR this proposal.
The audit committee of the board of directors oversees our financial reporting, internal controls and audit function process on behalf of the board. The Company’scompany’s management is responsible for the financial statements and for maintaining effective internal control over financial reporting.
In carrying out its oversight responsibilities, the audit committee has reviewed and discussed with management and PricewaterhouseCoopers LLP the audited financial statements for the year ended December 31, 2015.2020. The audit committee has discussed with PricewaterhouseCoopers LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board, or the “PCAOB.” The audit committee has received from PricewaterhouseCoopers LLP the written disclosures and the letter required by the applicable requirements of the PCAOB regarding the independent auditors’ communications with the audit committee concerning independence, and the audit committee has discussed with PricewaterhouseCoopers LLP the firm’s independence.
Based on the review and discussions referred to above, the audit committee recommended to the board that the audited financial statements for the year ended December 31, 2015,2020, be included in the Company’s 2015company’s 2020 annual report on Form 10-K for filing with the SEC.
Suzanne Blanchet
Jennifer C. Dolan
Richard D. Falconer
Alain Rhéaume (chair)
Michael S. Rousseau (chair)
DELINQUENTSECTION 16 B16(ENEFICIALA OWNERSHIP) REPORTING COMPLIANCEEPORTS
Section 16(a) of the Exchange Act requires the Company’scompany’s directors, executive officers and 10% stockholders to file reports of holdings and transactions in common stock with the SEC. Those persons are also required to furnish the Companycompany with copies of all section 16(a) reports they file, which we post on our website at www.resolutefp.com/investors/sec_filings.resolutefp.mediaroom.com/sec-filings.
As a practical matter, the Companycompany assists its directors and officers by monitoring transactions and completing and filing section 16 reports on their behalf. Based on a review of the copies of such reports and on written representations from the Company’scompany’s directors and executive officers, the Companycompany believes that all section 16(a) filing requirements applicable to the Company’scompany’s directors, executive officers and stockholders were complied with during the most recent fiscal year.year, except that the Form 4 filing for Jennifer Dolan that should have been filed no later than April 2, 2020, indicating the vesting and settlement of previously awarded restricted stock units and dividend equivalent units, was inadvertently filed late on July 2, 2020.
COMPENSATION COMMITTEE INTERLOCKS AANDND INSIDER PARTICIPATION
None of the individuals who served as members of the human resources and compensation/nominating and governance committee during 20152020 was an officer or employee of the Companycompany during 20152020 or at any time in the past nor had reportable transactions with the Company.company. During 2015,2020, none of the Company’scompany’s executive officers served on the board of directors or compensation committee of any other entity that had an executive officer serving as a member of the Company’scompany’s board of directors or compensation/nominating and governance committee.
There is no other matter that the board currently intends to present, or has reason to believe others will present, at the annual meeting. If other matters come before the meeting, the persons named in the accompanying form of proxy will vote on them in accordance with their best judgment.
STOCKHOLDER PROPOSALS FFOROR INCLUSION IINN NEXT YEAR’S PROXY
To be considered for inclusion in next year’s proxy statement, stockholder proposals submitted in accordance with the SEC’s Rule 14a-8 must be received at our principal executive offices no later than the close of business on December 28, 2016.10, 2021. Proposals should be addressed to the corporate secretary, Resolute Forest Products Inc., 111 Duke Street,Robert-Bourassa Boulevard, Suite 5000, Montréal, Québec, CanadaMontreal, Quebec, H3C 2M1.2M1, Canada.
STOCKHOLDER PROPOSALS FFOROR 20172022 ANNUAL MEETING
Our by-laws require that any stockholder proposal that is not submitted for inclusion in next year’s proxy statement under SEC Rule 14a-8 but instead is sought to be presented directly at the 20172022 annual meeting be made by way of a “notice of business,” as further described in the by-laws. To be timely, the notice of business must be delivered personally or mailed to, and received at, our principal executive offices, addressed to the corporate secretary, by no earlier than 90 days and no later than 60 days before the first anniversary of the date of the prior year’s annual meeting of stockholders. Accordingly, a notice of business must be received no earlier than March 3, 2017February 20, 2022, and no later than April 2, 2017.March 22, 2022. The notice of business should be addressed to the corporate secretary, Resolute Forest Products Inc., 111 Duke Street,Robert-Bourassa Boulevard, Suite 5000, Montréal, Québec, CanadaMontreal, Quebec, H3C 2M1.2M1, Canada.
We will furnish, without charge to a stockholder, a copy of the annual report on Form 10-K (including the financial statements and financial schedules incorporated by reference therein but not including the exhibits, which are available upon payment of a reasonable fee) for the year ended December 31, 2015,2020, filed with the SEC. A copy of the report can be obtained upon written request to the Companycompany at Corporate Secretary, Resolute Forest Products Inc., 111 Duke Street,Robert-Bourassa Boulevard, Suite 5000, Montréal, Québec, CanadaMontreal, Quebec, H3C 2M1.2M1, Canada. The annual report on Form 10-K and all of the Company’scompany’s filings with the SEC can be accessed through our website at www.resolutefp.com/investors/sec_filings.resolutefp.mediaroom.com/sec-filings.
resolute
Forest Products
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Electronic Voting Instructions
DESIGNATION (IF ANY)
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Instead of mailingOF STOCKHOLDERS OF RESOLUTE FOREST PRODUCTS INC. May 21, 2021 With e-Consent, you can quickly access your proxy you may choose onematerial, statements and other eligible documents online. Enroll today via www.astfinancial.com to enjoy online access. NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The notice of meeting, proxy statement and proxy card are available at http://www.astproxyportal.com/ast/RFP_EN Please sign, date and mail your proxy card in the voting
ADDenvelope provided as soon as possible. Please detach along perforated line and mail in the envelope provided. 00003333333330001000 0 052121 THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL THE NOMINEES LISTED AND “FOR” PROPOSALS 2
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VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
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A Proposals — PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [x] The board recommends a vote FOR all nomineesannual meeting is being held online due to the public health impact of the coronavirus outbreak (COVID-19). Stockholders of record as of March 23, 2021, will be able to attend and FOR Proposals 2participate in the annual meeting online by accessing https://web.lumiagm.com/295854943. Please monitor our annual meeting website at www.resolutefp.com/Investors for any updates regarding our online annual meeting. To join the annual meeting, you will need to have your 11-digit control number, which is included on the notice of internet availability and 3.
proxy card, and the following password: resolute2021. To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. [ ] 1. Election of directors:
For
Against Abstain
For
Against Abstain
For
Against
Abstain
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01 - Michel P. Desbiens
02 -Directors: NOMINEES: FOR AGAINST ABSTAIN Randall C. Benson [ ] [ ] [ ] Suzanne Blanchet [ ] [ ] [ ] Jennifer C. Dolan
03 - Richard D. Falconer
04 - Richard Garneau
05 - Jeffrey A. Hearn
06 - [ ] [ ] [ ] Remi G. Lalonde [ ] [ ] [ ] Bradley P. Martin
07 - [ ] [ ] [ ] Alain Rhéaume
08 - [ ] [ ] [ ] Michael S. Rousseau
09 - David H. Wilkins
For
Against
Abstain
For
Against
Abstain
[ ] [ ] [ ] 2. Ratification of PricewaterhouseCoopers LLP appointment
appointment. [ ] [ ] [ ] 3. Advisory vote to approve executive compensation
(“say-on-pay”)
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Proxy -[ ] RESOLUTE FOREST PRODUCTS INC.
Resolute Forest Products Inc. 111 Duke Street, Suite 5000 Montréal, Québec Canada H3C 2M1
Proxy solicited by Resolute Forest Products Inc.for Annual Meeting of Stockholders on behalfMay 21, 2021 Solicited on Behalf of the boardBoard of directors for the 2016 annual meeting of stockholders to be held on June 1, 2016.
Richard GarneauDirectors Remi G. Lalonde, Sylvain A. Girard and Jacques P. Vachon (the “proxies”“Proxies”), or eitherany of them, each with the full power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers thatwhich the undersigned would possess if personally present, at the 2016 annual meetingAnnual Meeting of stockholdersStockholders of Resolute Forest Products Inc. to be held online through a virtual web conference at https://web.lumiagm.com/295854943 on June 1, 2016 andMay 21, 2021 at 9:00 a.m. (Eastern Time) or at any postponement or adjournment or postponement thereof.
The proxies shall vote subject to Shares represented by this proxy will be voted as directed by the direction indicatedstockholder on the reverse side of this proxy card. If no such direction isdirections are indicated, the proxiesProxies will have authority to vote asFOR the boardelection of directors recommends. The proxiesthe Board of Directors and FOR items 2-3. In their discretion, the Proxies are authorized to vote in their discretion upon such other business as may properly come before the meetingmeeting. (Continued and any adjournment or postponement thereof.
The board of directors recommends a vote FOR all the nominees listed, FOR the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2016 fiscal year and FOR approval of the Company’s executive compensation.
(Items to be voted appearsigned on the reverse side.)side) 1.1 14475