Clearwater Paper Corp
For the period ended May 7, 2026. Filed Mar 27, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 7, 2026 · Filed Mar 27, 2026
Contents
Cover page
Show cover page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A Information
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. ___)
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
CHECK THE APPROPRIATE BOX:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
ANNUAL MEETING OF STOCKHOLDERS
May 7, 2026
NOTICE OF ANNUAL MEETING
AND
PROXY STATEMENT
LETTER FROM OUR CEO
Dear Clearwater Paper stockholders and stakeholders,In 2025 we transformed Clearwater Paper into a premier supplier of paperboard packaging products for independent converters in North America. We did this by successfully integrating the Augusta, Georgia paperboard packaging facility that we acquired from Graphic Packaging in 2024. We also successfully completed the transition of our tissue business to Sofidel America. As we made these transitions, we took actions to reduce our corporate overhead to better reflect a smaller, more streamlined business. We eliminated more than 25% of salaried roles and delivered SG&A costs at 6.5% of net sales, at the lower end of our target range of 6 to 7%.
Throughout the year our team navigated a challenging industry down cycle, driven by supply exceeding demand. With a competitor adding new capacity, industry operating rates were in the mid 80% range, below 90 to 95% that we would expect to see under normal conditions. While we believe that this is temporary, we took actions on items within our control, namely improving operational execution, reducing fixed costs, and defending our market position. We believe that this discipline will translate to sustained improvement in performance and higher margins once the industry cycle recovers.
More specifically, in addition to SG&A cost reductions, we also reduced our operational fixed costs by more than 10%. In total, we eliminated approximately 250 positions across the company and reduced our non-labor costs. These actions resulted in more than $50 million in savings during the year, helping offset some of the margin pressure that we are facing during this industry down cycle.
We continued our focus on sustainability across our pillars of Resource Stewardship, Trusted Products and Thriving People and Communities. Below are a few highlights from 2025:
We reduced our lost time injury rate by more than 50% year over year.
We reduced our safety risks by more than 20% through our aspects and impacts (A&I) process.
We have integrated the Augusta facility into our greenhouse emissions reporting processes.
We set a 10% water reduction target for the company by 2030.
We received BPI compostable certification at our Lewiston and Cypress Bend mills that cover most of our folding carton and food service grades.
We continued to support non-profit organizations in our operating communities through the Clearwater Paper Charitable Foundation.
While we are in a challenging business environment, we are well positioned to navigate this downturn. We have a strong balance sheet with a manageable debt load, high-quality paperboard assets in an attractive market segment and a talented team.
By intensely focusing on reducing costs, driving operational performance and defending our market share, we will position Clearwater Paper to deliver higher margins and stronger cash flows when the industry recovers to its historic levels.
Thank you for the trust that you place in all of us at Clearwater Paper.
Sincerely,
Arsen S. Kitch
President and Chief Executive Officer
i
PROXY STATEMENT TABLE OF CONTENTS
| NOTICE OF ANNUAL MEETING OF STOCKHOLDERS | 1 | |
| KEY PERFORMANCE AND CORPORATE RESPONSIBILITY HIGHLIGHTS | 2025 Financial Performance | 2 |
|---|---|---|
| Corporate Responsibility | 3 | |
| CORPORATE GOVERNANCE AND BOARD OF DIRECTORS | Governance Highlights | 4 |
| Board of Directors | 6 | |
| Board Skills Summary | 7 | |
| Director Nominees | 8 | |
| Nominees for Election at this Meeting for the Term Expiring in 2027 | 8 | |
| Directors Continuing in Office until 2027 | 10 | |
| Security Ownership of Certain Beneficial Owners and Management | 11 | |
| Corporate Governance | 13 | |
| Corporate Governance Guidelines; Code of Business Conduct and Ethics | 13 | |
| Director Independence | 13 | |
| Board and Committee Meetings | 13 | |
| Nominees for Director | 13 | |
| Board Succession Planning and Recruitment | 15 | |
| Board Leadership Structure | 15 | |
| Board Committees | 16 | |
| Board and Risk Oversight | 17 | |
| Compensation Committee Interlocks and Insider Participation | 18 | |
| Communication with Directors | 19 | |
| Transaction with Related Parties | 19 | |
| Compensation of Directors | 20 | |
| 2025 Compensation of Non-Employee Directors | 20 | |
| Director Stock Ownership Guidelines and Limitations on Securities Trading | 21 |
ii
| EXECUTIVE COMPENSATION DISCUSSION AND TABLES | COMPENSATION COMMITTEE REPORT | 22 |
|---|---|---|
| EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS | 23 | |
| Executive Summary | 23 | |
| Listening to our Stockholders | 24 | |
| Executive Compensation Practices | 25 | |
| 2025 Executive Compensation Elements | 27 | |
| 2025 Cash Incentives | 29 | |
| Long-Term Incentives | 32 | |
| Other Compensation Related Matters | 34 | |
| 2025 EXECUTIVE COMPENSATION TABLES | 37 | |
| 2025 Summary Compensation Table | 37 | |
| Post-Employment Compensation | 43 | |
| Potential Payments Upon Termination or Change of Control | 45 | |
| CEO Pay Ratio | 50 | |
| Pay vs Performance | 51 | |
| AUDIT COMMITTEE REPORT | AUDIT COMMITTEE REPORT | 53 |
| Fees Paid to Independent Registered Public Accounting Firm | 53 | |
| GENERAL INFORMATION | 55 | |
| Forward Looking Statements | 56 | |
| Internet Availability of Annual Meeting Materials | 56 | |
| ANNUAL MEETING INFORMATION | 56 | |
| PROPOSALS | PROPOSAL 1 - ELECTION OF DIRECTORS | 61 |
| PROPOSAL 2 - RATIFICATION OF THE APPOINTMENT OF KPMG, LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2026 | 62 | |
| PROPOSAL 3 - ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION | 63 | |
| PROPOSAL 4 - APPROVE AN AMENDMENT TO THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE FOR OFFICER EXCULPATION AS PERMITTED BY DELAWARE LAW | 64 | |
| PROPOSAL 5 - APPROVE AN AMENDMENT ADOPTED BY THE BOARD TO THE COMPANY’S AMENDED AND RESTATED BYLAWS TO ADD A FORUM SELECTION PROVISION | 66 | |
| PROPOSAL 6 - APPROVE THE CLEARWATER PAPER 2026 STOCK INCENTIVE PLAN | 69 | |
| APPENDIX A, RECONCILIATION OF NON-GAAP FINANCIAL MEASURES | A-1 | |
| APPENDIX B, RESTATED CERTIFICATE OF INCORPORATION | B-1 | |
| APPENDIX C, AMENDED AND RESTATED BYLAWS | C-1 | |
| APPENDIX D, 2026 STOCK INCENTIVE PLAN | D-1 |
iii
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.