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Clearwater Paper Corp

For the period ended May 7, 2026. Filed Mar 27, 2026.

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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

CLW$13.27-4.5%Stored close · as of Nov 6, 2026
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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 STOCKHOLDERS1
KEY PERFORMANCE AND CORPORATE RESPONSIBILITY HIGHLIGHTS2025 Financial Performance2
Corporate Responsibility3
CORPORATE GOVERNANCE AND BOARD OF DIRECTORSGovernance Highlights4
Board of Directors6
Board Skills Summary7
Director Nominees8
Nominees for Election at this Meeting for the Term Expiring in 20278
Directors Continuing in Office until 202710
Security Ownership of Certain Beneficial Owners and Management11
Corporate Governance13
Corporate Governance Guidelines; Code of Business Conduct and Ethics13
Director Independence13
Board and Committee Meetings13
Nominees for Director13
Board Succession Planning and Recruitment15
Board Leadership Structure15
Board Committees16
Board and Risk Oversight17
Compensation Committee Interlocks and Insider Participation18
Communication with Directors19
Transaction with Related Parties19
Compensation of Directors20
2025 Compensation of Non-Employee Directors20
Director Stock Ownership Guidelines and Limitations on Securities Trading21

ii

EXECUTIVE COMPENSATION DISCUSSION AND TABLESCOMPENSATION COMMITTEE REPORT22
EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS23
Executive Summary23
Listening to our Stockholders24
Executive Compensation Practices25
2025 Executive Compensation Elements27
2025 Cash Incentives29
Long-Term Incentives32
Other Compensation Related Matters34
2025 EXECUTIVE COMPENSATION TABLES37
2025 Summary Compensation Table37
Post-Employment Compensation43
Potential Payments Upon Termination or Change of Control45
CEO Pay Ratio50
Pay vs Performance51
AUDIT COMMITTEE REPORTAUDIT COMMITTEE REPORT53
Fees Paid to Independent Registered Public Accounting Firm53
GENERAL INFORMATION55
Forward Looking Statements56
Internet Availability of Annual Meeting Materials56
ANNUAL MEETING INFORMATION56
PROPOSALSPROPOSAL 1 - ELECTION OF DIRECTORS61
PROPOSAL 2 - RATIFICATION OF THE APPOINTMENT OF KPMG, LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 202662
PROPOSAL 3 - ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION63
PROPOSAL 4 - APPROVE AN AMENDMENT TO THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE FOR OFFICER EXCULPATION AS PERMITTED BY DELAWARE LAW64
PROPOSAL 5 - APPROVE AN AMENDMENT ADOPTED BY THE BOARD TO THE COMPANY’S AMENDED AND RESTATED BYLAWS TO ADD A FORUM SELECTION PROVISION66
PROPOSAL 6 - APPROVE THE CLEARWATER PAPER 2026 STOCK INCENTIVE PLAN69
APPENDIX A, RECONCILIATION OF NON-GAAP FINANCIAL MEASURESA-1
APPENDIX B, RESTATED CERTIFICATE OF INCORPORATIONB-1
APPENDIX C, AMENDED AND RESTATED BYLAWSC-1
APPENDIX D, 2026 STOCK INCENTIVE PLAND-1

iii

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.