TO OUR STOCKHOLDERS:

On behalf of the Board of Directors and management of Schweitzer-Mauduit International, Inc., I cordially invite you to the Annual Meeting of Stockholders to be held on Thursday, April 23, 201521, 2016 at 11:00 a.m. at the Company’s corporate headquarters located at 100 North Point Center East, Suite 600, Alpharetta, Georgia.

Details about the Annual Meeting, nominees for election to the Board of Directors and other matters to be acted on at the Annual Meeting are presented in the Notice of Annual Meeting and Proxy Statement that follow.

It is important that your stock be represented at the meeting regardless of the number of shares you hold. You are encouraged to specify your voting preferences by so marking and dating the enclosed proxy card. But, ifIf you wish to vote in accordance with the directors’ recommendations, all you need do is sign and date the card. You may also vote over the Internet by following the instructions on the enclosed proxy card.

Please complete and return the proxy card in the enclosed envelope or vote over the Internet whether or not you plan to attend the meeting. If you do attend and wish to vote in person, you may do so by revoking your proxy at that time.

If you plan to attend the meeting, please check the card in the space provided. This will assist us with meeting preparations and will enable us to expedite your admittance. If your shares are not registered in your own name and you would like to attend the meeting, please ask the broker, bank or other nominee which holds the shares to provide you with evidence of your share ownership, which will enable you to gain admission to the meeting.

Thank you for your support.

SCHWEITZER-MAUDUIT INTERNATIONAL, INC.

100 North Point Center East, Suite 600

Alpharetta, Georgia 30022-8246

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

The Annual Meeting of Stockholders of Schweitzer-Mauduit International, Inc. will be held at the Company’s corporate headquarters located at 100 North Point Center East, Suite 600, Alpharetta, Georgia, on Thursday, April 23, 201521, 2016 at 11:00 a.m. for the following purposes:

You may vote all shares that you owned as of February 26, 2015,25, 2016, which is the record date for the Annual Meeting. A majority of the outstanding shares of our Common Stock must be represented either in person or by proxy to constitute a quorum for the conduct of business. Your vote is important. I urge you to sign, date and promptly return the enclosed proxy card in the enclosed business reply envelope. No postage is required if mailed in the United States. You may also vote over the Internet by following the instructions on the enclosed proxy card.

TABLE OF CONTENTS

SCHWEITZER-MAUDUIT INTERNATIONAL, INC.

100 North Point Center East, Suite 600

Alpharetta, Georgia 30022-8246

PROXY STATEMENT

INTRODUCTION

This Proxy Statement and the accompanying proxy card are being furnished to the stockholders of Schweitzer-Mauduit International, Inc., a Delaware corporation, referred to as either the “Company” or “SWM,” in connection with the solicitation of proxies by the Board of Directors of the Company (the “Board”) for use at the 20152016 Annual Meeting of Stockholders (the “Annual Meeting”) and at any adjournment or postponement thereof. The Company intends to mail this Proxy Statement and proxy card, together with the 20142015 Annual Report to Stockholders, on or about March 12, 2015.11, 2016.

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

The Annual Meeting will be held on April 23, 2015,21, 2016, at 11:00 a.m. Eastern Time, at our principal executive office located at 100 North Point Center East, Suite 600, Alpharetta, Georgia 30022.

At the Annual Meeting, stockholders will act upon the matters listed in the attached Notice of Annual Meeting of Stockholders, including (i) the election of three directors for terms expiring in 2018,2019, (ii) the approvalconfirmation and ratification of ourthe Schweitzer-Mauduit International, Inc. 2015 Long-Term Incentive Plan (the “2015 Plan”) and (iii) the ratification of the Audit Committee’s selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2015.2016.

We currently are not aware of any business to be acted upon at the Annual Meeting other than that described in this Proxy Statement. If, however, other matters are properly brought before the Annual Meeting, or any adjournment or postponement of the Annual Meeting, your proxy includes discretionary authority on the part of the individuals appointed to vote your shares to act on those matters according to their best judgment.

Adjournment of the Annual Meeting may be made for the purpose of, among other things, soliciting additional proxies. Any adjournment may be made from time to time by the chairman of the Annual Meeting.

All stockholders of record at the close of business on February 26, 2015,25, 2016, the record date for the Annual Meeting, or their duly appointed proxies may attend the Annual Meeting. Although we encourage you to complete and return the attached proxy card by mail or vote over the Internet to ensure your vote is counted, you may also attend the Annual Meeting and vote your shares in person.

Pursuant to Section 216 of the Delaware General Corporation Law and the Company’s By-Laws, a quorum for the Annual Meeting will be a majority of the issued and outstanding shares of the Company’s Common Stock, par value $0.10 per share (the “Common Stock”), present in person or represented by proxy. Abstentions and “broker non-votes” are counted as present and entitled to vote for purposes of determining a quorum.

Each stockholder of record at the close of business on February 26, 2015,25, 2016, the record date for the Annual Meeting, will be entitled to one vote for each share registered in such stockholder’s name. As of February 26, 2015,25, 2016, there were 30,526,89130,550,688 shares of Common Stock outstanding.

Participants in the Company’s Retirement Savings Plan (the “Plan”) may vote the number of shares they hold in that plan. The number of shares shown on a participant’s proxy card includes the stock units you holdthe participant holds in the Plan and serves as a voting instruction to the trustee of the Plan for the account in the participant’s name. Information as to the voting instructions given by individuals who are participants in the Plan will not be disclosed to the Company.

You can vote by completing, signing, dating and mailing the enclosed proxy card in the envelope provided. Proxy cards received at the Company’s principal executive office prior to the Annual Meeting will be voted as instructed. You may also vote over the Internet by following the instructions on the enclosed proxy card or vote in person at the Annual Meeting.

If your shares are held in “street name” (through(i.e., if they are held through a broker, bank or other nominee), you may receive a separate voting instruction form with this Proxy Statement, or you may need to contact your broker, bank or other nominee to determine whether you will be able to vote electronically by using the Internet or by telephone. If your shares are held in “street name” and you wish to vote in person, you must obtain a legal proxy from the record holder (the broker, bank or other nominee) giving you the right to vote the shares at the Annual Meeting.

If your vote is received before the Annual Meeting, the named proxies will vote your shares as you direct.

We encourage you to vote. Voting is an important stockholder right and we encourage you to do so. It is also important that you votehelps to establish a quorum for the conduct of business. Abstentions and “broker non-votes” are counted as present and entitled to vote for purposes of determining a quorum. In tabulating the voting result for any particular proposal, abstentions and, if applicable, broker non-votes are not counted as votes “FOR” or “AGAINST”

“AGAINST” the proposals. Accordingly, abstentions will have no effect on Proposal One, since only votes “FOR” a director nominee will be considered in determining the outcome. Because they are considered to be present and entitled to vote for purposes of determining voting results, abstentions will have the effect of a vote “AGAINST” the other proposals.

Under the New York Stock Exchange ("the NYSE"(“NYSE”) rules, if your shares are held in “street name” and you do not indicate how you wish to vote, your broker is permitted to exercise its discretion to vote your shares only on certain “routine” matters. Proposal Three is a “routine” matter under NYSE rules and, as such, your broker is permitted to exercise discretionary voting authority to vote your shares “FOR” or “AGAINST” the proposal in the absence of your instruction. The other proposals are not considered “routine” matters. Accordingly, if you do not direct your broker how to vote on such proposals, your broker may not exercise discretionary voting authority and may not vote your shares. This is called a “broker non-vote”non-vote,” and although your shares will be considered to be represented by proxy at the Annual Meeting and counted for quorum purposes as discussed above, they are not considered to be shares “entitled to vote” at the Annual Meeting and will not be counted as having been voted on the applicable proposal.proposals.

AnyAt any time before it is voted, any proxy may be revoked by the stockholder grantingwho granted it at any time before it is voted by (i) delivering to the Company’s General Counsel and Secretary another signed proxy card or a signed document revoking the earlier proxy or by(ii) attending the Annual Meeting and voting in person. You may also change your previously-submitted vote by submitting a subsequent vote over the Internet. The last vote received prior to the Annual Meeting will be the one counted.

If your shares are held in “street name” (through(i.e., if they are held through a broker, bank or other nominee), you may submit new voting instructions by contacting your broker, bank or other nominee. YouAt any time before your previously-submitted vote or previously-granted proxy is voted, you may also change yoursuch vote or revoke yoursuch proxy in person at the Annual Meeting if you obtain a legal proxy from the record holder (the broker, bank or other nominee) giving you the right to vote the shares.

The Company will pay the entire cost of the proxy solicitation. The Company has retained American Stock Transfer & Trust Company, the Company’s transfer agent, to aid in the solicitation of proxies. Proxy solicitation services on routine proxy matters, including each of the three proposals listed in this Proxy Statement, are included in the fees paid to American Stock Transfer & Trust Company to act as the Company’s stock transfer agent and registrar. Only reasonable out-of-pocket expenses on proxy solicitation services are charged separately. The Company will reimburse brokers, fiduciaries and other nominees for their reasonable expenses in forwarding proxy materials to beneficial owners. In addition to solicitation by mail, directors, officers and employees of the Company may solicit proxies in person, by telephone or by other means of communication. Directors, officers and employees of the Company will not receive any additional compensation in connection with such solicitation.

American Stock Transfer & Trust Company has been engaged to tabulate stockholder votes and act as our independent inspector of election for the Annual Meeting.

STOCK OWNERSHIP

Significant Beneficial Owners

The following table shows the persons known to the Company as of February 26, 201525, 2016 to be the beneficial owners of more than 5% of the outstanding shares of the Company’s Common Stock. In furnishing the information below, the Company has relied solely on information filed with the Securities and Exchange Commission (the “SEC”) by the beneficial owners.

Directors and Executive Officers

To assure that the interests of directors and executive officers are aligned with the Company’s stockholders, the Company requires both directors and key executive officers (including all of the Company’s Named Executive Officers)Officers, as described in the section entitled “Executive Compensation - Compensation Discussion & Analysis”) to own minimum amounts of Common Stock. Either directly or through deferred compensation accounts, each director must hold equity, or equity equivalents, in an amount at least equal in value to five times the value of the directors’ annual Board cash retainer. Each Named Executive Officer must hold equity (vested or unvested) equal to a multiple (from two to five), depending on the position held, of his or her annual base salary. Directors and key executive officers must meet these requirements by February 2017 or within five years of becoming subject to the policy, whichever is later.

The following table sets forth information as of February 26, 201525, 2016 regarding the number of shares of Common Stock beneficially owned by all directors and nominees, by each Named Executive Officer and by all directors and executive officers as a group. In addition to shares of Common Stock they own beneficially, all directors have at some point deferred part of their compensation from the Company tothrough a deferred compensation plan for non-employee directors, explained in more detail under “Director Compensation” below. Under such plan, each director holds the equivalent of stock units in a deferral account. Unless otherwise indicated in a footnote, each person listed below possesses sole voting and investment power with respect to the shares indicated as beneficially owned by that person.

The CompanyCompany’s insider trading policy prohibits directors and key executives (including all Named Executive Officers) from directly or indirectly hedging or pledging any of the Company’s equity securities. The policy also generally prohibits all officers, directors and employees of the Company (and its subsidiaries, independent contractors or consultants) from, among other things, engaging in short sales or transactions in publicly traded options, puts, calls or other derivative securities or from pledging a significant number ofbased on the Company’s equity securities.securities on an exchange or any other organized market. No shares listed in the table are pledged as security.

The particular experience, qualifications, attributes and skills that led the Board to conclude that each of the nominees for director and directors continuing in office should sit on the Board is summarized below:

Mr. Caldabaugh has served as the chief financial officer of publicly tradedpublicly-traded companies outside the paper industry and as the chief executive officer of a private company in the paper industry, including turnaround and distressed company situations. Subsequently, he has served as a principal in an investment banking firm that provides strategic planning advice and that acts as an advisor in multi-faceted mergers and acquisitions. Mr. Caldabaugh’s background provides the Board with extensive experience related to the Company’s mergers, acquisitions and other strategic transactions, restructuring programs, evaluation and implementation of growth opportunities and strategic planning, in addition to his experience with financial controls and reporting.

As a member of the Company’s Board, Mr. Caldabaugh is the Chair of the Nominating & Governance Committee and has served several terms as SWM's Lead Non-Management Director. In addition, his experience as a chief financial officer provides experience directly relevant to his participation on the Company’s Audit Committee as one of the Committee’s financial experts.

Mr. Finn has served on eight private company boards and is currently the chairman of two such boards and the vice chair of a third such board. He also has extensive experience with service on non-profit boards. He served as the chief executive officer of a paper machine clothing manufacturer with international production sites, including in China. His background as chief executive officer for 24 years of an international manufacturing enterprise and his board experience has given him deep familiarity with management, human resources, financial, sales and general administrative issues. His experience and perspective as an operator of a manufacturing enterprise and with operational and safety excellence initiatives implemented domestically and internationally is of particular relevance to the Board.

Mr. Finn also brings a wealth of experience relative to audit committee and compensation committee matters, having dealt with both throughout his career as chief executive officer of AstenJohnson and as a director on other company or non-profit boards. In these roles, he has dealt with chief financial officers, controllers, treasury, information technology, audit and cash management issues as well as the interaction with, and management of, independent outside auditors. He has also served on two compensation committees and a human resources committee. Presently, he is the chair of the audit committee for Seaman Corp. and the Trident United Way. Mr. Finn has served in the capacity of SWM's Lead Non-Management Director and isserves on the Nominating & Governance Committee and on the Audit Committee as one of the Audit Committee’s financial experts.

Mr. Fischer has extensive experience with service on boards of publicly-traded companies. In addition, he has extensive international experience, including a proven track record of successfully running manufacturing-oriented businesses on a global level, including in Asia. In addition, as a former chief executive officer and a founder and chairman of an investment company, he has broadly-based business skills, a solid understanding of the principles that create stockholder value and experience assisting companies as they navigate strategic challenges. He also has extensive experience with mergers and acquisitions. The experience he has acquired in these roles contributes to his service on the Company'sCompany’s Compensation Committee.

As current ChairmanMr. Keenan has extensive experience serving on private company boards. He has been a member of 29 boards of directors and Chief Executive Officer and formeris currently a member of two private company boards. He is a Senior Advisor at Roark Capital Group. Previously, he was the President, Chief Operating Officer and Chief Compliance Officer of Roark Capital Group, a private equity fund with over $5 billion of capital under management. In addition to his diverse experience with a variety of capital management firms, Mr. Villoutreix bringsKeenan is also the former president of a unified visiondiversified private holding company with operations in energy, real estate, and depth of understanding offinancial services. Mr. Keenan has broadly-based business skills that will add value to the operational, financial, and strategic elementsBoard’s management of the Company, to the Board. He also serves as the primary liaison between managementincluding strategic planning, financial and the BoardU.S. and international tax expertise as well as fillingdeep experience in multiple industries. Mr. Keenan has been appointed to the core leadership role for both groups. His experience, both withinCompany’s Audit Committee, where he is one of the Company and in the various management positions and international assignments he held with his previous manufacturing-based employer, enhanced his ability to perform these functions.Committee’s financial experts.

As the vice chairmanMr. Rogers has extensive experience with large investment fund management firms, ranging from chief investment officer to president and chief executive officer. He served as president and chief executive officer of the CFA Institute, the world’s leading association of investment professionals, for five and a company that utilizes domestic and foreign manufacturing sites to produce and compete world-wide in primarily commodity product lines,half years until June 2014. Mr. Warlick brings experience to the Board in operational excellence, operating in less developed countries, and effective management and deployment of fixed assets situated in different positions along the cost curve of competitive facilities. These skills and experience are directly related to developing and guiding the implementation of solutions to the Company’s current and strategic challenges.

experience and extensive experience in the investment management industry, including as an equity and fixed income investor and analyst, has equipped him with a range of skills that relate directly to identifying and driving the lead directorelements that create value and maximize the effective utilization of capital. Mr. Rogers is a memberCFA charterholder. His perspective enhances the Board’s ability to relate to and represent the interests of the audit committee. The experience he acquired inCompany’s stockholders. Mr. Rogers is one of our Audit Committee’s financial experts and contributes these roles contributes to his serviceskills as Chair of the Company’s Lead Non-Management Director and on the Company’s Compensation and Nominating & Governance Committees.Audit Committee.

Directors may be nominated by the Board or by stockholders in accordance with the By-Laws of the Company. The Nominating & Governance Committee, which is composed of three independent directors, identifies potential candidates and reviews all proposed nominees for the Board, including those proposed by stockholders. The Nominating & Governance Committee selects individuals as director nominees who have the highest personal and professional integrity and whose background and skills will enhance the

Board’s ability to serve the long-term interests of the Company’s stockholders. The candidate review process includes an assessment of the person’s judgment, experience, financial expertise, independence, understanding of the Company’s business or other related industries, commitment and availability to prepare for and attend Board and Standing Committee meetings and such other factors as the Nominating & Governance Committee determines are relevant in light of the needs of the Board and the Company. In seeking director candidates, the Nominating & Governance Committee uses a director candidate qualification matrix that compares the skills, experience, and competencies of existing directors, directors that are expected to retire in the near or medium-term and the anticipated future strategic and, operational strategies and development needs of the Company in order to identify skills, experience and/or competencies that may otherwise be absent from the Board’s future composition. It also uses its and the Board’s professional contact networks and/or director search firms to identify and recommend to the Board suitable director candidates. Mr. Keenan, who as noted above was appointed to the Board as a Class I director in February 2016, was identified and recommended as a director candidate to the Nominating & Governance Committee by a director who serves on that Committee.

The Company does not have a formal policy concerning the diversity of its directors. In practice, the Nominating & Governance Committee, assistswith input from the Board, in establishingconsiders a list of criteria it seeks to address when filling a Board seatseeking director candidates and then seeks candidates that best meet those criteria without limitations imposed on the basis of race, gender or national origin. Diversity of experience and perspective is considered in reviewing the composition of the Board.

Any stockholder of record entitled to vote generally in the election of directors may nominate one or more persons for election as directors by complying with the procedures set forth in the Company’s By-laws,By-Laws, a copy of which may be obtained from the Company’s General Counsel and Secretary. The notice of intent to nominate a candidate for the Board must satisfy the requirements described in the By-lawsBy-Laws and be received by the Company not less than 90 calendar days nor more than 120 calendar days before the first anniversary date of the preceding year’s annual meeting. The Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as a director of the Company.

Stockholders may recommend a director candidate for consideration by the Nominating & Governance Committee by notifying the Company’s General Counsel and Secretary in writing at Schweitzer-Mauduit International, Inc., 100 North Point Center East, Suite 600, Alpharetta, Georgia 30022. The information that must be included in the notice and the procedures that must be followed (including the time frametimeframe for submission) by a stockholder wishing to recommend a director candidate for the Nominating & Governance Committee’s consideration are the same as would be required under the By-lawsBy-Laws if the stockholder wished to nominate that candidate directly.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION & ANALYSIS

The Compensation Committee of the Board (the “Committee”) is responsible for implementing the Company’s executive compensation philosophy and overseeing the Company’s executive compensation program. The Committee implements the Company’s executive compensation philosophy by:

For 2014,2015, the Company’s Named Executive Officers were:

Results have been recast for the effect of discontinued operations for all periods.

A significant percentage of our Named Executive Officers’ total target compensation was incentive-based, delivered in the form of annual cash incentive awards under the Annual Incentive Plan (the "AIP") and performance-based restricted stock under the Restricted Stock Plan (the "RSP").stock. For 2014,2015, incentive compensation comprised at least 75% of the targeted total compensation for the Chief Executive Officer and, on average, 60%50% of the targeted total compensation for our other Named Executive Officers.Officers serving as executive officers at the time of the annual equity grants and who remained as executive officers as of December 31, 2015. The Committee believes that both these forms of compensation reward achievement of key drivers of stockholder value, including earnings per share, EBITDA, gross profit, net sales and free cash flow.

Additionally, aA significant portion of the Named Executive Officers’ compensation is also delivered in the form of equity, rather than cash, to further align the interests of our Named Executive Officers with the interests of our stockholders. For 2014,2015, equity-based compensation comprised at least 50% of the targeted total compensation for the Chief Executive Officer and, on average, 35%25% of the targeted total compensation for our other Named Executive Officers.Officers serving as executive officers at the time of the annual equity grants and who remained as executive officers as of December 31, 2015.

During 2014,2015, the Committee continued its philosophy of setting compensation within a range of the market median for each position, which experience has shown is the level at which the Company has been able to recruit and retain the level of talent that the Committee deems to be in the best interests of the Company and its stockholders. Compensation paid to the executive team is based on competitive market data developed annually by an independent compensation consultant retained by the Committee. For the 20142015 analysis, the Committee retained Towers Watson, which has no other ties to management or business with the Company that the Committee believes could impair its assessment.

The competitive compensation analysis prepared by Towers Watson in October 2013September 2014 for evaluating 20142015 compensation was intended to reflect the scope of an executive'sexecutive’s responsibilities, experience in the position, and competitive market conditions. The main basis used for comparison was published survey data. For the 20142015 compensation review of compensation for U.S.-based Named Executive Officers, Towers Watson compiled compensation data from the following compensation surveys: Towers Watson’s 20132014 General Industry Executive Compensation Database (442 participating organizations);Database; Towers Watson’s 2013 Survey Report on Top Management Compensation (480 participating organizations);Compensation; and Mercer’s 20132014 Executive Benchmark Database, (2,546) participating organizations), while the 20142015 compensation review for the Named Executive Officer based in France was based on the Towers Watson’s 2013 France Executive Compensation Database (303 participating organizations).Database. The survey data is used for all SWM executives as the primary tool for market comparisons, this source provides larger sample sizes and more direct matching between positions. All published survey data was aged to a common date of July 1, 20142015 using an annual aging factor of 3.0% per year.

The October 2013September 2014 compensation analysis also relied on proxy statement data from a peer group of 1415 companies to supplement the primary compensation survey sources used for benchmarking purposes with respect to the Chief Executive, and Chief Financial Officer and General Counsel positions. The Committee believes that the Company’s peer group should reflect the industries in which the Company potentially competes for business, executive talent and capital. Developed by Towers Watson, the peer group includes the following eight companies identified by ISS Proxy Advisory Services, a proxy advisory firm, as peers of the Company in its 2013 review of the Company: Neenah Paper, Inc., Innospec, Inc., KapStone Paper and Packaging Corporation, Wausau Paper Corp., Amcol International Corporation, RTI International Meals Inc., Headwaters Inc., and Clearwater Paper Corporation. In addition, Towers Watson included

In 2014, as part of its ongoing review of the Company’s executive compensation program, the Committee instructed Towers Watson to re-evaluate the Company’s historical peer group. Based on this review, Towers Watson recommended a revised peer group including the following nine companies identified by ISS Proxy Advisory Services, a proxy advisory firm, as peers of the Company in its 2014 review of the Company: KapStone Paper and Packaging Corporation, Minerals Technologies, OMNOVA Solutions Inc., Neenah Paper, Inc., Myers Industries, Innospec, Inc., RTI International Metals Inc., Quaker Chemical Corporation, and Zep Inc. In addition, Towers Watson included the following six companies based on comparability in company revenue size and business model: Louisiana-Pacific Corporation, Clearwater Paper Corporation, PH Glatfelter Company, Deluxe Corporation, Verso Paper Corporation, and OM Group Inc. The 2015 peer group was modified from the peer group that was used to evaluate 2014 compensation decisions, with the (i) removeremoval of Amcol International Corporation due to its 2014 acquisition by Minerals Technologies, Headwaters Inc. given its dissimilarity of industry (construction materials), and Wausau Paper Corp. given its incomparable revenue size to SWM and (ii) addaddition of Minerals Technologies, Myers Industries, Quaker Chemical Corporation, and Zep Inc. given their comparability of revenue size and industry focus (and inclusion in the 2014 ISS peer group).

The Committee uses the compensation analysis as a guide to determine whether executives'executives’ compensation is competitive. The analysis evaluates the following components: base salary; annual incentive bonus (AIP compensation assuming(assuming attainment of the target objective level, as a percentage of base salary); target total cash compensation (base salary plus AIP)target level annual incentive); long-term incentive compensation (assuming attainment of the target objective level); and target total direct compensation, which is the sum of base salary plus AIPannual incentive plus long-term incentive compensation at the target level.

Towers Watson considered 20142015 target total direct compensation to be competitive if it fell with +/-20% of the market median. The compensation of Michel Fievez, Executive Vice President, Reconstituted Tobacco, is based in France. Mr. Fievez’s compensationEVP, Engineered Papers, exceeds the + 20% variance due to the competitive recruitment of Mr. Fievez given his extensive knowledge and experience in the industry. At the time of the peer group analysis, Mr. Fievez has responsibility not onlyserved as head of the Company’s global operations for the Reconstituted Tobacco business (including the U.S.-based wrapperPaper and binder business) but also serves onRTL businesses, was a member of the Company’s Executive Strategic Council. Mr. FievezCouncil, and also hashad responsibilities related tofor our reconstituted tobacco leaf (RTL)two joint ventureventures in China. Therefore, Mr. Fievez’s role within the positionCompany has more responsibilityresponsibilities and retention risk than the benchmarked positions and the Committee, in consultation with Towers Watson, determined that the adjustment from the market median was appropriate to reflect these differences in responsibility.responsibilities. In late 2014,2015, Mr. Fievez was given additional responsibility as head ofpromoted to EVP, Engineered Papers to lead the Company’s global operations for thenewly-combined Paper and RTL business units.

The 20142015 executive compensation program applicable to the Named Executive Officers consisted of the following principal elements:

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In November 2013, senior management, including2014, based on the compensation analysis performed by Towers Watson as well as individual performance, the Committee approved the 2015 annual base salaries for the then-serving Named Executive Officers, recommended that they should receive no 2014 base salary increase at that time after considering the expected outlook for 2014 compared to 2013 results. The Committee deferred to management’s recommendation and did not adjust the 2014 base salary levels from the levels approved in 2013 for the Named Executive Officers. The 2014 base salary for each Named Executive Officer isas set forth below:

Each year, objectives are established forto measure corporate, business unit and individual performance, with the 20142015 individual award component for Named Executive Officers not exceeding 30% of the total award opportunity. The Committee approvesapproved the corporate and business unit objectives, as applicable, for the Named Executive Officers.

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ActualAfter adjusting to exclude the impact of currency fluctuations, actual performance achieved in 20142015 against the corporateCorporate adjusted earnings per share metric, stated as a percentage of the target objective, was 80%183.6%. Actual performance achieved in 20142015 against the RTLEngineered Papers business unit for the days inventory outstandingRevenue metric was 78.8%177.9%, for the Gross Margin metric was 200% and for the Cash Conversion Cycle metric was 103.9%. The RTL business unit didIf the Committee had not meetadjusted the performance objectivesannual incentive results to exclude the impact of fluctuations in currency exchange rates, the payout under the 2015 annual incentive program would have been 96.4% of target. Consistent with respectthe design of the equity incentive program, the Committee determined to net sales, gross profitexclude the impact of currency exchange rate fluctuations in both the 2015 and 2016 annual incentive programs as the Committee determined that compensation should not be earned or days sales outstanding, resulting in a zero payout for these metrics.reduced based on factors wholly outside of the control of management. The total earned payout for each of the Named Executive Officers is reflected in the column labeled “Non-Equity Incentive Plan Compensation” in the 20142015 Summary Compensation Table.

As a result ofIn February 2015, the acquisition of DelStar Inc.Committee granted the Chief Executive Officer and the challenging earnings profile for 2014, in February 2014, the Committee reduced the targetthen serving Named Executive Officers long-term incentive award opportunityopportunities for the second year of the 2013-20142015 performance cycle in comparison tounder the target award opportunity for the first year of the 2013-2014 performance cycle.Company’s Restricted Stock Plan. The Committee also approved an EBITDA performance metric for the second year of the 2013-2014 performance cycle tied to 65% of the award opportunity for that year and introduced a service-based restricted stock award for the remaining 35% of the 2014 award opportunity to increase the retentive value of the long-term incentive program. As a result of these changes, the target opportunity for the second year of the 2013-20142015 performance cycle was reduced to 75% of the target opportunity for the first year of the 2013-2014 performance cycle and was equal to 150%200% of base salary for the Chief Executive Officer and ranged from 38%25% - 105% of base salary115% for our other Named Executive Officers.

The Restricted Stock Plan providesprovided opportunities to earn performance shares based on achievement of performance objectives. As with AIPannual incentive compensation, objectives for 20142015 were established based on the Company’s prior year performance and the Company’s internal operating plan. Additionally, to encourage retention, any performance shares earned during each year of the performance cycle vest one year following Committee certification of the achievement of the performance objective, rather than immediately at the end of the performance cycle. For 2014, asAs set forth in the table below, the Committee establishedvesting of 65% of the 2015 annual equity grants was based on the achievement of an adjusted EBITDA performance metric tied to 65% of the target award. The Committee approved a shift from the use of a ROIC performance metric that was used for the first year of the 2013-2014 performance cycle to an adjusted EBITDA metric to more closely align the Company’s long-term incentive program with the Company’s strategic operating plan and to avoid disincentivizing management from pursuing strategic acquisitions.metric.

Based on the Company’s 20142015 adjusted EBITDA performance, the Committee approved payout at 51.2%112.5% of target. As a result, in February 2015,2016, the eligible Named Executive Officers were granted shares of restricted stock with respect to 65% of the second year award opportunity of the 2013-2014 performance cycle,2015 annual equity awards, in the amounts set forth in the table below. In order to enhance the retentive component of the program, these shares will vest in February 2016,2017, subject to the Named Executive Officer’s continued employment through the vesting date:

In addition, pursuant to the service-based component of the 20142015 award opportunity, in February 2014,2015, the Named Executive Officers were granted shares of restricted stock with respect to 35% of the second year award opportunity of the 2013-2014 performance cycle2015 annual equity awards, as set forth in the table below. One half of the shares vested in February 2015,2016, and subject to continued employment with the Company, the remaining half will vest in February 2016:

In 2014, in a non-binding advisory vote, the Board asked the Company’s stockholders to indicate whether they approved the Company'sCompany’s executive compensation as disclosed in the 2014 proxy statement (“say on pay”). As part of its review of the Company’s executive compensation program in 2015, the Committee considered the stockholder’s strong approval of the Company’s 2014 executive compensation program as disclosed in the 2014 proxy statement, as indicated by approximately 92% of the votes cast being in favor of the Company’s “say on pay” vote at the Company’s 2014 annual meetingAnnual Meeting of stockholders.Stockholders. Thus, the Committee determined that the Company’s executive compensation philosophy and compensation elements continued to be appropriate and did not make any specific changes to the Company’s executive compensation program in response to the 2014 “say on pay” vote.

Each year in the fall, the Chief Executive Officer meets with the Committee and Towers Watson, the Committee’s independent consultant, to review the annual competitive compensation analysis. During the year, Towers Watson also provides advice to the Committee regarding the composition of the compensation peer group and performs a competitive analysis of the Company’s compensation practices compared to the peer group. At the Committee Chair’s discretion, she may meet separately with the independent compensation consultant. Based on this meeting and any follow-up work identified at that time, an executive compensation proposal is prepared and provided to the full Committee in November for its review. At the November meeting, the Committee discusses the executive compensation program, and evaluates whether the elements of compensation for officers and key employees are competitive.competitive, and approves the officers’ base salaries for the upcoming year. The Committee meets again in February to

approve the officers’ base salaries, annual incentive targets, restricted stockequity incentive plan targets, and performance level objectives for the upcoming year, and the prior year’s performance and incentive compensation payouts, with ratification of the CEO’s base salary and incentive compensation by the independent members of the Board.

In 2014,2015, the Committee reviewed the risks associated with the design of the executive compensation program and whether the program was reasonably likely to have a material adverse effect on the Company. The Committee concluded that the program design, metrics and objectives, taken as a whole and considered within the other financial control and approval processes in place at the Company, were not reasonably likely to have a material adverse effect on the Company.

At the Board’s meeting in February, Board meeting, the Committee generally provides a report on its anticipated actions on executive compensation for the upcoming year as well as its estimate of payouts under the incentive compensation award opportunities for the just-completed year. The Committee also periodically reports onto the Board regarding any targeted equity grants made during the year outside the equity opportunity provided by the incentive compensation plan awards. The Board discusses the current and upcoming year compensation for the Chief Executive Officer in the non-management directors meeting. When audited financial results are available, or known, the Committee completes its evaluation of the performance attained against objectives and the Committee approves the final award payments.

COMPENSATION COMMITTEE REPORT

The Committee has reviewed and discussed the Compensation“Compensation Discussion & AnalysisAnalysis” with management.

Based on the review and discussions, the Committee recommended to the Board that the Compensation“Compensation Discussion & AnalysisAnalysis” be included in the Company’s 2016 Proxy Statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.2015.

The following table sets forth information concerning the compensation of our Chief Executive Officer, all individuals who served as our Chief Financial Officer during 2015, and our other three most highly compensated executive officers who served in such capacities as of December 31, 2014.

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