Clearwater Paper (CLW) Proxy Filing summary

Executive summary

• 2024 marked a transformation with the acquisition of the Augusta, Georgia mill and the sale of the tissue business, focusing the company on paperboard packaging for North American converters.

• Net income reached $196M and adjusted EBITDA from total operations was $182M, with a 22% year-over-year increase in net sales from continuing operations.

• Proceeds from the $1.06B tissue business sale were used to reduce net debt by $199M and initiate a $100M stock repurchase program.

• Cost reduction initiatives included a 10% workforce reduction, targeting $40–$50M in annual savings by year-end 2025.

• The company remains committed to sustainability, safety, and innovation, with significant reductions in safety incidents and recognition for sustainability leadership.

Voting matters and shareholder proposals

• Shareholders will vote to elect two directors, ratify KPMG as auditor, approve executive compensation, and amend the 2017 Stock Incentive Plan.

• Board recommends voting FOR all proposals.

• The amendment to the Stock Incentive Plan establishes a new 600,000 share reserve and incorporates governance best practices.

Board of directors and corporate governance

• Board consists of 8 members, 7 of whom are independent; 57% of independent directors are gender or ethnically diverse.

• Board committees (Audit, Compensation, Nominating & Governance) are 100% independent.

• Board declassification is underway, with annual elections for all directors starting in 2027.

• Board and committees met 36 times in 2024; all directors attended all meetings.

• Strong governance policies include a Code of Business Conduct and Ethics, Human Rights Policy, and no poison pill.