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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 (Amendment No.          )

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March 23, 201820, 2020

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 26, 201823, 2020 at 11:00 a.m. Eastern Time 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. If you wish to vote in accordance with the Board's recommendations, all you need to 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 Annual 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 Annual 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 Annual 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 Annual Meeting.

Thank you for your support.

		Sincerely,
		K.C. CaldabaughJohn D. Rogers Non-Executive Chairman

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SCHWEITZER-MAUDUIT INTERNATIONAL, INC.
100 North Point Center East, Suite 600
Alpharetta, Georgia 30022-8246

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

March 23, 201820, 2020

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 26, 201823, 2020 at 11:00 a.m. Eastern Time for the following purposes:

1.

To elect the twothree nominees for director named in the attached proxy statement for terms expiring at the 20212023 Annual Meeting of Stockholders;

2.

To ratify the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2018;2020;

3.

To hold a non-binding advisory vote to approve executive compensation; and

4.

To transact such other business as may properly be brought before the meeting or any adjournments or postponements thereof.

We currently are not aware of any other business to be brought before the Annual Meeting.

You may vote all shares that you owned as of March 1, 2018,2, 2020, 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.

		Sincerely,
		Ricardo Nuñez
		SeniorExecutive Vice President, General Counsel and Secretary

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on April 26, 2018.23, 2020. Our Proxy Statement and the Schweitzer-Mauduit International, Inc. 20172019 Annual Report on Form 10-K are available online at our Investor Relations website at http://www.swmintl.com/ir.swmintl.com/.

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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 20182020 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 20172019 Annual Report to Stockholders, on or about March 23, 2018.20, 2020.

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

When and Where is the Annual Meeting?

The Annual Meeting will be held on April 26, 2018,23, 2020, at 11:00 a.m. Eastern Time, at the Company's corporate headquarters located at 100 North Point Center East, Suite 600, Alpharetta, Georgia 30022.

What is the Purpose of the Annual Meeting?

At the Annual Meeting, stockholders will act upon the matters listed in the attached Notice of Annual Meeting of Stockholders, including (i) to elect twothree directors for terms expiring in 2021;2023; (ii) to ratify the Audit Committee's selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2018;2020; and (iii) to hold a non-binding advisory vote to approve executive compensation.

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 to obtain a quorum. Any adjournment may be made from time to time by the chairman of the Annual Meeting.

Who May Attend the Annual Meeting?

All stockholders of record at the close of business on March 1, 2018,2, 2020, 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.

What Constitutes a Quorum for Purposes of the Annual Meeting?

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.

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Who is Entitled to Vote at the Annual Meeting?

Each stockholder of record at the close of business on March 1, 2018,2, 2020, the record date for the Annual Meeting, will be entitled to one vote for each share registered in such stockholder's name. As of March 1, 2018,2, 2020, there were 30,771,27231,191,520 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 the 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.

How May I Vote My Shares?

If you are a "shareholder of record" and hold your shares in your own name with our transfer agent, American Stock Transfer & Trust Company, you can vote by completing, signing, dating and mailing the enclosed proxy card to American Stock Transfer & Trust Company in the envelope provided. Proxy cards received 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" (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.

How Does the Board Recommend that I Vote?

The Board unanimously recommends that you vote:

•

FOR the twothree nominees for election to the Board named in Proposal One – Election of Directors;



•

FOR Proposal Two – Ratification of Deloitte & Touche LLP as the Selection of theCompany's Independent Registered Public Accounting Firm;Firm for 2020; and



•

FOR Proposal Three – Non-Binding Advisory Vote to Approve Executive Compensation.

What Vote is Required to Approve Each Proposal?

Proposal One – Election of Directors.    Directors will be elected by a plurality vote of shares of SWM'sthe Company's Common Stock as of the record date present in person or represented by proxy at the Annual Meeting and entitled to vote on the election of directors. This means that the individuals who receive the greatest number of votes cast "FOR" will be elected as directors, up to the maximum number of directors to be chosen at the meeting. Proxies cannot be voted for a greater number of persons than the number of nominees named in this Proxy Statement. Votes may be cast in favor of, or withheld from, each nominee; votesnominee. Votes that are withheld will be excluded entirely from the vote and will have no effect.

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Proposal Two – Ratification of the Selection of the Independent Registered Public Accounting Firm.    The vote will be decided by the affirmative vote of a majority of shares of the Common Stock as of the record date present in person or represented by proxy and entitled to vote on the subject matter.

Proposal Three – Non-Binding Advisory Vote to Approve Executive Compensation.    The vote will be decided by the affirmative vote of a majority of shares of the Common Stock as of the record date present in person or represented by proxy and entitled to vote on the subject matter. This is an advisory vote and is not binding on the Board of Directors. However, the Compensation Committee and the Board of Directors expect to take into account the outcome of the vote when considering future decisions regarding executive compensation.

What Happens if I Do Not Vote My Shares?

We encourage you to vote. Voting is an important stockholder right and helps 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" (or "WITHHOLD" for) 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" Proposals Two and Three.

Under the New York Stock Exchange ("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 Two 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," 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" on those proposals and will not be counted as having been voted on the applicable proposals. Therefore, they will not have the effect of a vote for or against (or withheld from) such proposals.

How Can I Revoke My Proxy or Change My Vote?

At any time before it is voted, any proxy may be revoked by the stockholder who granted it by (i) delivering to the Company's SVP,EVP, General Counsel and Secretary at the Company's principal executive office another signed proxy card or a signed document revoking the earlier proxy or (ii) attending the Annual Meeting and voting in person. You may also change your previously-submittedpreviously 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" (i.e.(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. At any time before your previously-submittedpreviously submitted vote or previously-grantedpreviously granted proxy is voted, you may change such vote or revoke such 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.

Who Pays For the Proxy Solicitation?

The Company has engaged the firm of Georgeson LLC, to assist in distributing and soliciting proxies for a fee of approximately $10,000, plus reasonable out-of-pocket expenses. However, the proxy solicitor fee is only a small fraction of the total cost of the proxy process. A significant expense in the proxy

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process is printing and mailing the proxy materials. The Company will reimburse brokers, fiduciaries

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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. The Company will pay the entire cost of the proxy solicitation.

Who Will Count the Vote?

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

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STOCK OWNERSHIP

Significant Beneficial Owners

The following table shows the persons known to the Company as of March 1, 20182, 2020 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, as described in the section entitled "Executive Compensation –- Compensation Discussion & Analysis") to own minimum amounts of Common Stock within five years of becoming subject to the policy. 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 vested equity (vested or unvested) equal to a multiple (from three to five), depending on the position held, of his or her annual base salary. As of March 1, 2018,the date of this Proxy Statement, all directors and Named Executive Officers have met or, within the applicable period, are expected to meet, these stock ownership guidelines.

The following table sets forth information as of March 1, 20182, 2020 regarding the number of shares of Common Stock beneficially owned by all directors and nominees, by each Named Executive Officer and

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by all directors and executive officers as a group. In addition to shares of Common Stock they own beneficially, all directors as of the date of this Proxy Statement have at some point deferred part of their compensation from the Company through a deferred compensation plan for non-employee directors, explained in more detail under "Director Compensation""Compensation of Directors" 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.

DIRECTOR AND EXECUTIVE OFFICER BENEFICIAL OWNERSHIP TABLE

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Hedging and Pledging Policy

The Company'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. No shares listed in the table above are pledged as security.

Hedging is defined in the policy to include any instrument or transaction, including put options and forward-sale contracts, through which such director or key executive would offset or reduce exposure to the risk of price fluctuations in the Company's stock. In addition, the Company strongly discourages all other employees from engaging in similar arrangements with respect to Company stock, and any employee who wishes to enter into such an arrangement must seek prior approval from our General Counsel.

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 based on the Company's equity securities on an exchange or any other organized market. No shares listed in the table are pledged as security.

Director and Executive Officer Beneficial Ownership Table

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Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires the Company's directors and executive officers and persons who own more than 10% of a registered class of the Company's equity securities to file reports with the SEC regarding beneficial ownership of Common Stock and other equity securities of the Company. Directors, executive officers and greater than 10% stockholders are required by SEC regulations to furnish the Company with copies of all forms they file pursuant to Section 16(a).

Based solely on a review of copies of such reports filed with the SEC and written representations from the Company's directors and executives that no other reports were required, the Company believes that all of its directors, executive officers and greater than 10% stockholders complied with the reporting requirements of Section 16(a) applicable to them since January 1, 2017, except that four Form 4s for Jeffrey J. Keenan, a director of the Company, were inadvertently filed late due to an administrative error; each such Form 4 was filed within six or less business days of the relevant transactions.

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PROPOSAL ONE
ELECTION OF DIRECTORS

Overview of Our BoardNominees and Continuing Directors

Number of Directors; Board Structure

SWM'sThe Company's By-Laws provide that the number of directors on its Board shall be fixed by resolution of the Board from time to time and, until otherwise determined, shall not be less than six nor more than twelve. As the Company previously announced, in March 2018, Dr. Ritrievi was appointed to the Board. Accordingly, theThe Board presently has nine members. In accordance with the retirement policy set forth in the Company's By-Laws, Mr. FinnCaldabaugh will not be standing for re-election due to his retirement at the Annual Meeting. Accordingly, at the Annual Meeting, the size of the Board will be automatically reduced from nine members to eight members. The Board is divided into three classes of directors of the same or nearly the same number. The table below shows the allocation of our directors as ofand nominees across the date of the Annual Meeting, across these three classes:

Board Succession Planning

The Board, through its Nominating & Governance Committee, regularly reviews the particular skill sets required by the Board based on the nature of the Company's business, strategic plans and regulatory challenges as well as the current performance of the incumbent directors. The Nominating & Governance Committee expects to continue to seek director candidates to replace current directors as they retire.

The By-Laws of the Company provide that a director is not eligible for election or re-election after his or her 72nd birthday but allow the Board to make an exception to this policy when it believes that nomination is in the best interests of the Company's stockholders.

The Board appointed Mr. Bye as a new Class I director in February 2020. Mr. Bye was originally identified as a candidate for director by the Company's Chief Executive Officer and a director.

Nominees for Director

Upon recommendation of the Nominating & Governance Committee, the Board has nominated Mr. John D. RogersMark L. Bye, Mr. Jeffrey J. Keenan and Dr. Kimberly E. RitrieviMr. Marco Levi for election to the Board as Class III directors to serve a three-year term ending at the 20212023 Annual Meeting of StockholdersStockholders. If elected by

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our stockholders, Messrs. Bye, Keenan and Levi will hold office until their successors are dulyhis successor has been elected and qualified. Mr. Rogersqualified or until the director's earlier resignation or removal. Messrs. Bye, Keenan and Dr. RitrieviLevi are current members of the Board. Upon the recommendation of the Nominating & Governance Committee, the Board appointed Dr. Ritrievi as a director in March 2018. Dr. Ritrievi was originally recommended to the Nominating & Governance Committee as a result of an unsolicited recommendation from a third party.

The Board has determined that Mr. RogersMessrs. Bye, Keenan and Dr. RitrieviLevi are independent pursuant to the independence standards of the SEC, the NYSE and the Company. Each nominee for director has consented to serve if elected. Should the nominees become unable to serve, proxies may be voted for another person designated by the Board. Proxies can only be voted for the number of persons named as nominees in this Proxy Statement, which is two.Statement.

Board Recommendation

The Board of Directors unanimously recommends a voteFOR the election to the Board of each of the twothree nominees for director.

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Background Information on Nominees and Continuing Directors

The names of the nominees and the directors continuing in office, their ages as of the date of the Annual Meeting, their principal occupations and directorships during the past five years and certain other biographical information are set forth on the following pages.

Nominees Forfor Election to the Board of Directors

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Members of Board of Directors Continuing in Office

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Director Qualifications for Service on the Company's Board

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:

Claire L. ArnoldDeborah Borg

Ms. ArnoldBorg has over twenty years of experience with human capital management, including her most recent position as the Chief Human Resources Officer of Bunge Limited, an agribusiness and food company. She has been serving in this role since January 2016. Ms. Borg has also held various human resources and leadership positions at Dow Chemical Company ("Dow Chemical"), a multinational chemical corporation, from 2000 through 2015, including President Dow Chemical USA from 2014 to 2015, where she was responsible for regional business results and strategy, and external relationships with customers, government organizations and joint venture partners. While at Dow Chemical, Ms. Borg also served as Global HR Director, Marketing and Sales, and led the Human Capital Planning and Development function for Dow focusing on culture, mergers and acquisitions integration, talent acquisition, retention, diversity and development. Prior to joining Dow Chemical, Ms. Borg served in human resources and talent development roles with General Motors Australia. Ms. Borg brings to the Board extensive experience with proactive workforce planning, culture, and assessing, identifying and developing senior talent. Ms. Borg serves on the Compensation Committee of the Board.

Mark L. Bye

Mr. Bye is a directorrecognized global business leader currently serving as a Managing Director of five NYSE-listed small capitalization companies, including service asMorgan Stanley and a partner in the chair of nominating & governance, compensationGlobal Private Equity and audit committees, as well as lead director. AsEnergy Capital Funds. He is also active, through his company the Bye Group LLC, in numerous technology driven start-ups. He joined Morgan Stanley Private Equity in 2008 in London, assuming leadership responsibilities for the European investment team and globally for the industrials, basic materials, and energy sectors. He is a member of the Company's Board sheFunds' Investment and Valuation Committees and chairs multiple portfolio company boards. Prior to joining Morgan Stanley, Mr. Bye was the CEO of DyStar, GmbH, a private equity owned Frankfurt based specialty chemicals company. Before DyStar, he spent more than 20 years at Air Products and Chemicals, a publicly traded company, where he held a number of senior positions including chief executive of numerous global chemicals, energy, and equipment businesses, President of Air Products Asia, and ultimately, Group Executive of the $7 billion global Gases & Equipment Group. Prior to Air Products, Mr. Bye held management positions at Union Carbide Corporation and Energy Investment, a Boston based energy-consulting firm. His professional and personal passion has also servedbeen focused on developing and executing value creation strategies for technology and innovation-based businesses, primarily in the capacityindustrial and energy sector. During his 35+ year career, he has successfully led and delivered profitable growth for a diverse set of Lead Non-Management Directorenterprises with strategies spanning the gamut from innovation-based organic growth, mergers and currentlyacquisitions, and geographic expansion to extensive operational restructurings. He has particular expertise in enterprise strategy, building and structuring executive teams, allocation of resources, human capital development and mergers and acquisitions. Mr. Bye has lived and worked in six countries and has a deep understanding of international business dynamics, cultures, and practices. Mr. Bye serves as Chair of its Compensation Committee. Ms. Arnold's broad experience on other boardsthe Company's Audit Committee and board committees allows her to provide substantial value and insight into best governance practices on such critical topics as executive compensation and governance. Ms. Arnold also contributes significant business experience as a memberis one of the Board. From a business perspective, Ms. Arnold wasCommittee's financial experts and also serves on the chief executive officer of a large, private distribution company for fifteen years, building it from $30 million in sales when acquired in a leveraged buy-out to $1.2 billion in sales through organic growth and through a series of strategic acquisitions. The company distributed tobacco products, among other things, giving Ms. Arnold direct insight into dealing with SWM's major customers. Since 1998, Ms. Arnold has been the chief executive officer of Leapfrog Services Inc., a managed services company and network integrator. Her experience with information technology management systems has been directly relevant to an area in which the Company has made substantial capital investments. Her experience and background as a chief executive officer and service on public company audit committees also qualifies her as a financial expert. Ms. Arnold's direct experience running a large enterprise, as well as her role in identifying, negotiating and managing the integration of acquisitions, makes Ms. Arnold a valuable asset to the Board in exercising its oversight and input on strategic planning.Nominating & Governance Committee.

Jeffrey J. Keenan

Mr. Keenan has extensive experience serving on private company boards. He has been a member of 29 boards of directors and is currently a member of two private company boards. He isserved as a senior advisor at Roark Capital Group, a private equity fund with over $5$10 billion of capital under management.management, from 2015 to February 2020. Previously, he was the president, chief operating officer and chief compliance officer of Roark Capital Group. In addition to his diverse experience with a varietyand private equity background,

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Mr. Keenan iswas also the former presidentchairman and co-founder of TheIESI Corporation from 1997 to 2005. IESI was one of the largest vertically integrated solid waste companies in the United Company, a diversified private holding company with operations in energy, real estate, and financial services.States. Mr. Keenan has broadly-basedbroad-based business skills that add value to the Board's managementoversight of the Company, including strategic planning, financial and U.S. and international tax expertise as well as deep experience in multiple industries. Mr. Keenan serves on the Company's Audit Committee where heand is one of the Committee's financial experts and serves as the Chairman of the Nominating & Governance Committee.

Jeffrey Kramer, PhD

Dr. Kramer has served as the Company's Chief Executive Officer since April 21, 2017. Prior to joining the Company, Dr. Kramer was Vice President, Lubricants at Brenntag AG, a German-based company that is one of the world's largest distributors of chemicals, from January 2016 to April 2017. From January 2013 to December 2015, he was the Presidentpresident and Chief Executive Officerchief executive officer of J.A.M. Distributing, which was acquired by Brenntag AG in December 2015. Previously, Dr. Kramer had a career of over 25 years at Air Products and Chemicals, Inc., during which time he leveraged his technical and commercial expertise and moved through a succession of technical, corporate development and executive leadership roles both domestically and internationally. As a result of his prior service with Brenntag AG and Air Products and Chemicals, Dr. Kramer brings to the Board extensive experience in management and operations of multinational companies. Dr. Kramer's

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experience as the Chief Executive Officer of the Company provides an in-depth understanding of the Company's operations and complexity and adds a valuable perspective for Board decision-making.

Marco Levi

Mr. Levi has over thirty years of experience in the chemicals, plastics and specialty paper and composites industries. His record of successfully running global materials technology businesses brings a proven leadership to the Board. He is currently chief executive officer of Ferroglobe PLC, a world leader in mines and minerals and recently served as the chief executive officer of Thermission AG, a pioneer in the field of zinc thermal diffusion to coat and finish industrial commercial materials. As the former president and chief executive officer of Ahlstrom Corporation, a global high performancehigh-performance fiber company, Mr. Levi understands the principles that create stockholder value and has successfully navigated many of the strategic challenges facing a publicly traded company. Prior to his service with Ahlstrom Corporation, Mr. Levi was the senior vice president and business president of Emulsion Polymers, Styron Corporation, a global chemical materials solutions provider. There, he led the Emulsion Polymers business through a successful initial public offering and was integral in overseeing core business functions including manufacturing, supply chain marketing, sales and research and development. Mr. Levi serves as a member of the Nominating & Governance Committee.

K.C. Caldabaugh

Mr. Caldabaugh has served as the chief financial officer of publicly-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 of The Heritage Group, an investment banking firm that provides strategic planning advice and 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.

Mr. Caldabaugh is the Non-Executive Chairman of the Board and serves on 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.Compensation Committees.

Kimberly E. Ritrievi, ScD

Dr. Ritrievi has over twenty-fivethirty years of collective experience in the capital markets and specialty chemicals industries. She is currently President at The Ritrievi Group, LLC, a private investment firm (2018 to present), and was previously a boutique consultancy firm focused on equity value creation for public and private companies.companies (2005 - 2016). Prior to joining The Ritrievi Group, LLC in 2005, she served in numerous positions of leadership at Goldman Sachs & Co., including as Co-Head of Investment Research for the U.S., Canada, Latin & South America from 2001 to 2004. Dr. Ritrievi has also served in numerous other positions, including as a Process Development Engineer at ARCO Chemical.

Since 2013, Dr. Ritrievi has served as a director of Tetra Tech, Inc., where she serves on the Audit Committee and the Strategic Planning and Enterprise Risk Committee. Dr. Ritrievi is also an advisory Board member for Intrinio Fintech Marketplace. Dr. Ritrievi's financial markets career has given her significant experience in identifying and creating stockholder value by applying short- and long-term time horizons and assessing strategy, capital allocation, business mix, competitive position and execution

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capabilities. In addition, Dr. Ritrievi has experience in the specialty chemical industry that provides her with insight into the Company's key products and customers. Dr. Ritrievi servescontributes these skills on the Audit and Compensation CommitteesBoard as the Chair of the BoardAudit Committee and isserves as one of ourthe Audit Committee's financial experts.

Table She previously served as a member of Contentsthe Compensation Committee.

John D. Rogers

Mr. 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 half years until June 2014. Mr. Rogers has also served as a director and member of the audit, remuneration and nominations and governance committees of OM Asset Management plc., a global investment management firm. In addition, he has served for fourteen years on the boards of NYSE-listed firms and as a director of multiple non-profit organizations. His chief executive officer 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 elements that create value and maximize the effective utilization of capital. Mr. Rogers is a CFA charterholder. His perspective enhances the Board's ability to relate to and represent the interests of the Company's stockholders. Mr. Rogers is one of our Audit Committee's financial experts, contributing these skills as Chairthe Non-Executive Chairman of the Audit Committee,Board, and previously served as the Company's Lead Non-Management Director. He serves on the Audit Committee and is one of the Audit Committee's financial experts and previously served as the Chair of the Audit Committee.

Anderson D. Warlick

As the vice chairman and chief executive officer of Parkdale, Inc., a privately held textile and consumer products company that utilizes domestic and foreign manufacturing sites to produce and compete world-wide in primarily commodity product lines, 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.

Mr. Warlick currently serves on the boards of three private corporations, one of which he serves as lead director, and is a member of their compensation and nominating & governance committees. He previously served as a director of an additional private company, including as the lead director and a member of the audit committee. The experience he acquired in these roles contributes to his service onas Chair of the Company's Compensation Committee and a member of the Nominating & Governance CommitteesCommittee, and previously as Lead Non-Management Director.

Nomination of Directors

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 four 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

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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.

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The Nominating & Governance Committee selects qualified candidates consistent with criteria approved by the Board and presents them to the full Board, which decides whether to nominate the candidate for election to the Board. The Nominating & Governance Committee Charter authorizes the Nominating & Governance Committee to retain such outside experts, at the Company's expense, as it deems necessary and appropriate to assist it in the execution of its duties. The Nominating & Governance Committee evaluates candidates recommended by stockholders in the same manner as it evaluates other candidates. A further discussion of the process for stockholder nominations and recommendations of director candidates is found under the caption "How Stockholders May Nominate or Recommend Director Candidates."

Board Diversity

The Company does not have a formal policy concerning the diversity of its directors. In practice, the Nominating & Governance Committee, with input from the Board, considers a list of criteria it seeks to address when seeking 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.

Board Succession Planning

The Board, through its Nominating & Governance Committee, regularly reviews the particular skill sets required by the Board based on the nature of the Company's business, strategic plans and regulatory challenges as well as the current performance of the incumbent directors. The By-Laws of the Company provide that a director is not eligible for election or re-election after his or her 72nd birthday. Customarily, a director chooses not to stand for re-election to the Board if his or her 72nd birthday occurs in the year in which he or she would be subject to re-election, even if such birthday occurs after the annual meeting of the Company's stockholders. This is an added institutionalized mechanism for periodic change in directors in order to provide fresh insight.

In accordance with this retirement policy in the By-Laws, Mr. Finn will not be standing for re-election at the Annual Meeting. It is expected that Mr. Caldabaugh will retire as of the Company's annual meeting of stockholders in 2019 and Ms. Arnold will retire as of the Company's annual meeting of stockholders in 2020. As part of its succession planning efforts, the Board, upon the recommendation of the Nominating & Governance Committee, appointed Dr. Ritrievi to the Board as a Class II director effective as of March 1, 2018. The Nominating & Governance Committee expects to continue to seek director candidates to replace current directors as they retire and to recommend that they be appointed to the Board appropriately in advance of the effective retirement date of the applicable director.

How Stockholders May Nominate or Recommend Director Candidates

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, a copy of which may be obtained from the Company's SVP,EVP, General Counsel and Secretary. The notice of intent to nominate a candidate for the Board must satisfy the requirements described in the By-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 SVP,EVP, 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 timeframe 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-Laws if the stockholder wished to nominate that candidate directly.

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EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION & ANALYSIS

Overview

This Compensation Discussion & Analysis provides an overview of the Company's 2019 executive compensation program and executive compensation philosophies and objectives.

For 2019, the Company's Named Executive Officers were:

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Executive Compensation Philosophy

The Compensation Committee of the Board (the "Committee"), which is responsible for overseeing the Company's executive compensation program, believes that the Company's executive compensation program should reward actions and behaviors that build a foundation for the long-term performance of the Company, while also rewarding the achievement of short-term performance goals informed by the Company's strategy. To align the Company's executive compensation program with the Committee's compensation philosophy, the Committee has adopted the following objectives and guiding principles:

2017 2019 "Say on Pay": Advisory Votes on Executive Compensation and Stockholder Engagement

In 2017,2019, in a non-binding advisory vote, the Board asked the Company's stockholders to indicate whether they approved the Company's compensation program for the Company's Named Executive Officers, as disclosed in the 20172019 proxy statement ("say on pay"). At the 20172019 Annual Meeting of Stockholders, stockholders approved the compensation program for the Company's Named Executive Officers with approximately 66%79% of the votes cast in favor of the say on pay proposal. Following the meeting, management reached out to stockholders who the Company believes collectively held approximately 30%

The Committee's review of the Company's outstanding common stock to better understand their views on the Company's executive compensation program.program considers whether the program serves the interests of stockholders. The Committee carefully considers continuing and constructive stockholder feedback, and the Company has engaged with stockholders to discuss topics in these discussions includedincluding compensation disclosure, performance measures, and corporate governance matters.

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As expected, the Company's investors expressed a range of viewpoints.matters since 2017. The following chart captures some key themes that emerged during discussions with investors along with the Company's related approach to compensation:

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The Committee believes that the Company has addressed many of the topics raised by the Company's stockholders during its engagement efforts, and the Company intends to continue to solicit feedbackengage with stockholders in the future to assist in ongoing evaluations of the Company's compensationmonitor, maintain, and governance practices. The Committee carefully considers feedback from the Company's stockholders regardingmodify its executive compensation matters.program as it deems appropriate. Stockholders are invited to express their views or concerns directly to the Committee or the Board in the manner described below under "Communicating with the Board."

Recent Modifications to Executive Compensation Program

As part of its ongoing review of the Company's executive compensation program, and based on input from the Committee's compensation consultant, the Committee determined that several compensation

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program changes would be implemented in 2020. Accordingly, in February 2020, the Committee approved the following changes to the Company's executive compensation program:

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Extended Performance Period for Performance Share Awards.  Prior to 2020, the Company's performance share awards were subject to a one-year performance period, with 50% of the earned shares subject to service-based vesting on each of the first and second anniversaries of the Committee's certification of performance. During stockholder engagement, the Company's stockholders expressed a desire for a longer performance period with respect to the Company's performance share awards in order to further align the incentive program with the Company's longer-term business results. Based on such feedback, beginning in 2020, performance share awards will be granted with a two-year performance period, followed by a one-year service-based vesting period. Under this design, the entire award is subject to a full three-years of stock price fluctuations. In order to accommodate the change in vesting schedule, since the prior design would have resulted in a portion of the award vesting shortly after the second anniversary of the grant date, the Committee included a one-time "gap" performance share award as part of the 2020 performance share awards, with such gap award subject to a one-year performance period followed by a one-year service-based vesting period.



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Relative Performance Goal.  Historically, the performance-based components of the Company's executive compensation program have vested based on the achievement of absolute performance goals, which provide the primary links between incentive compensation and the Company's strategic operating plan and financial results. Beginning with the 2020 performance share awards, the Company is incorporating a relative performance goal with a total stockholder return ("TSR") modifier. Under this design, the vesting level for the performance share awards is subject to a 15% vesting modifier based on the Company's TSR performance relative to the S&P SmallCap 600 Materials Index over the two-year performance period, with the vesting level increasing by 15% for relative TSR in the top 20% of the index and the vesting level decreasing by 15% for relative TSR in the bottom 20% of the index.



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Clawback Policy.  The Committee adopted a compensation clawback policy allowing the Company to recover incentive compensation paid to certain officers (including the Named Executive Officers), within three years following payment or vesting, in the event of certain financial statement restatements, including if the Company concludes that the officer committed a significant legal or compliance violation that contributed to the restatement.

Chief Executive Officer Compensation

In 2019, the Committee increased Dr. Kramer's base salary to $749,000 (from $700,000 in 2018) in order to further align his compensation with the compensation peer group, while Dr. Kramer's 2019 target annual incentive opportunity (as a percentage of base salary) remained at 100%, which was the same level established for 2018.

In February 2019, the Committee granted Dr. Kramer a long-term incentive award opportunity for the 2019 performance cycle under the Company's 2015 Long-Term Incentive Plan (the "2015 LTIP"). The grant value was allocated 65% to performance shares and 35% to service-based restricted stock. The Committee increased Dr. Kramer's target LTIP opportunity for 2019, as a percentage of base salary, to 270% (from 250% in 2018). In determining the increase, the Committee noted that Dr. Kramer's target total direct compensation was below the competitive market as reported by Willis Towers Watson, the Committee's independent compensation consultant, and concluded that the increase was necessary and prudent in order to further align Dr. Kramer's target total direct compensation with the competitive median. The Committee weighted the majority of Dr. Kramer's 2019 compensation toward

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performance-based and at-risk pay over fixed pay in order to link a significant portion of Dr. Kramer's compensation with the Company's performance.

The following chart illustrates the Company's executive compensation philosophy as it relates to the Chief Executive Officer and demonstrates the significant weighting of the Chief Executive Officer's compensation toward at-risk pay.

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Key Compensation Policies and Practices

We are committed to having strong governance standards with respect to our executive compensation program, policies and practices. Consistent with this focus, we maintain the following policies and practices that we believe demonstrate our commitment to executive compensation best practices.

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Named Executive Officers

For 2017, the Company's Named Executive Officers were:

Chief Executive Officer Transition

Effective April 21, 2017, Jeffrey Kramer, PhD, was appointed as the Company's Chief Executive Officer and a director of the Company. From April 21, 2017 through May 5, 2017 (the "CEO Transition Date"), Dr. Kramer and Mr. Frédéric Villoutreix served as Co-Chief Executive Officers of the Company. In connection with his departure, the Company and Mr. Villoutreix entered into a letter of agreement governing Mr. Villoutreix's transition from his role as Chief Executive Officer and a consulting agreement governing Mr. Villoutreix's ongoing consulting services following the CEO Transition Date. Pursuant to the letter of agreement, Mr. Villoutreix resigned from his positions as Co-Chief Executive Officer and a member of the Board on the CEO Transition Date and, from the CEO Transition Date through February 28, 2018, Mr. Villoutreix served as a consultant to the Company. Please see the "CEO Compensation Arrangements" section below for a discussion of the compensation awarded to Dr. Kramer in connection with his appointment to the position of Chief Executive Officer and to Mr. Villoutreix pursuant to his letter of agreement.

Chief Financial Officer Transition

On January 11, 2018, the Company announced that Ms. Aden would be stepping down as the Company's Chief Financial Officer. Under the terms of her separation, Ms. Aden served as Co-Chief Financial Officer following her successor's commencement of employment and through March 2, 2018. On March 2, 2018, Ms. Aden resigned from her position as Co-Chief Financial Officer and, through April 27, 2018 or such other date on which she ceases providing services to the Company, Ms. Aden will serve as an employee of the Company. Please see the "CFO Compensation Arrangements" section below for a discussion of the compensation to be received by Ms. Aden in connection with her separation from the Company.

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PayElements of the 2019 Executive Compensation Program

The graphic below summarizes the material elements of the Company's 2019 executive compensation program for Performancethe Company's Named Executive Officers. The Committee believes that the design of the Company's executive compensation program balances fixed and variable compensation elements, provides alignment with the Company's short and long-term financial and strategic priorities through the annual and long-term incentive programs, and provides alignment with stockholder interests.

In 2017, key metrics were as follows, as compared to 2015 and 2016:

Alignment with Stockholders

A significant percentage of the Named Executive Officers' total target compensation was incentive-based, delivered in the formforms of annual cash incentive awards and performance shares. The Committee believes that annual cash incentives and performance shares reward achievement of key drivers of stockholder value measurements, including earnings per share, EBITDA, net sales and operating profit. The following charts illustrate the mix of the targeted annual direct compensation for the current Chief Executive Officer and the average targeted annual direct compensation for the other Named Executive Officers, other than Mr. Villoutreix and Mr. Nuñez, and the portion of that compensation that is performance-based and/or at-risk. For purposes of these charts, the percentage of targeted annual direct compensation was determined based on the annual base salary

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and target incentive opportunities applicable to the Named Executive Officers as of December 31, 2017. 2019.

Base Salary

In lightNovember 2018, based on the compensation analysis performed by Willis Towers Watson as well as individual performance, for 2019, the Committee increased the base salaries for all of the Named Executive Officers other than Mr. Villoutreix's departure fromFievez. Although the Committee did not approve a 2019 merit increase for Mr. Fievez, Mr. Fievez's base salary increased above his 2018 level due to a discretionary cost of living adjustment made by the Company, andas the customary statutory cost of living adjustment in light of the fact that Mr. NuñezLuxembourg did not participateoccur in the Company's long-term incentive program in 2017, we have excluded them from these charts.

2019.

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The following table shows the annual base salary for each Named Executive Officer for 2019 and 2018:

2019 Annual Incentive Program

Each year, each Named Executive Officer is provided with a cash-based award opportunity that may be earned if performance objectives are achieved over the fiscal year, with potential payout ranging from 0% to 200% depending on performance. Annual incentive compensation is intended to reward the performance of executive officers based on the attainment of the Company's objectives. The 2019 target annual incentive opportunities (as a percentage of base salary) for the Named Executive Officers remained at the same levels that were established for 2018.

The Committee-approved corporate and business unit objectives, as applicable, for the Named Executive Officers are set out below, with the weighting of each component of the Named Executive Officers' annual incentive opportunities reflecting their differing responsibilities and opportunities to affect business outcomes.

The 2019 performance objectives were selected because they were deemed by the Committee to be the primary drivers for delivering increased stockholder value. These performance objectives were established after considering economic conditions affecting the legacy tobacco-related business, the Company's prior year performance, the impact of additional expenses incurred as a result of a bond

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financing in late 2018 intended to provide flexibility to pursue organic and inorganic growth, and the Company's internal long-term operating plan.

The following table sets forth the financial performance metrics applicable to the Named Executive Officers during 2019:

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The following table summarizes the 2019 target annual incentive opportunities for each Named Executive Officer (expressed as a percentage of 2019 base salary and in dollars) and the 2019 annual incentive payouts received by each Named Executive Officer.

2019 Long-Term Incentive Compensation

In February 2019, the Committee granted our Named Executive Officers long-term incentive award opportunities for the 2019 performance cycle under the 2015 LTIP. Once the long-term incentive award opportunity was set for each Named Executive Officer, the grant value was allocated 65% to performance shares and 35% to service-based restricted stock. Once the long-term incentive award opportunity was set for each Named Executive Officer, 35% of the grant value was allocated to service-based restricted stock, with the remaining portion representing the target performance shares. Under the long-term incentive design, individual achievement may range from 0% to 200% of target. For performance in excess of target (100%), the performance shares are further adjusted to maintain the overall LTIP payout leverage as the service-based shares are fixed regardless of individual achievement even though performance in excess of target was intended to apply to the overall LTIP opportunity. The Committee believes that this design supports the Company's pay-for-performance philosophy by tying a majority of the long-term incentive award opportunity to the achievement of a pre-established performance goal that supports the Company's operating and strategic plan.

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The target opportunity for the 2019 performance cycle was equal to 270% of base salary for Dr. Kramer and ranged from 75% – 110% for the other Named Executive Officers. In 2019, the Committee increased Dr. Kramer's target opportunity, as a percentage of base salary, to 270% (from 250% in 2018), Mr. Wamser's target opportunity, as a percentage of base salary, to 110% (from 100% in 2018), and the target opportunities for Messrs. Fievez, Lister, and Nuñez, as a percentage of base salary, to 75% (from 65% in 2018), in each case based on individual performance and/or in order to further align their total direct compensation with the market median.

The table below sets forth the target award value, as of the date of grant, of the long-term incentive award received by each Named Executive Officer under our 2019 long-term incentive program, expressed (i) as a percentage of 2019 base salary and (ii) in dollars. The 2019 long-term incentive award was delivered 65% in performance shares and 35% in service-based restricted stock.

2019 Performance Share Awards

The 2015 LTIP provides opportunities to earn performance shares based on achievement of performance objectives. As with annual incentive compensation, objectives for 2019 were established based on the Company's prior year performance and the Company's internal operating and strategic plan. The Committee also reviewed payout information for the last five years. Additionally, to encourage retention over a three-year period, 50% of any performance shares earned during the performance cycle vest on each of the one- and two-year anniversaries of Committee certification of the achievement of the performance objective, rather than immediately at the end of the performance cycle. This vesting structure is designed to hold our Named Executive Officers accountable by subjecting a portion of the award to two full years of stock price fluctuation. As noted above, beginning in 2020, performance share awards will be granted with a two-year performance period, followed by a one-year service-based vesting period. Under this design, the entire award is subject to a full three years of stock price fluctuations.

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As set forth in the table below, the vesting of the 2019 performance shares for eligible Named Executive Officers was based on the achievement of adjusted EBITDA.

Based on the Company's 2019 adjusted EBITDA performance, the Committee approved achievement at 160.7% of target. As a result, in February 2020, the Named Executive Officers other than Mr. Fievez became eligible to receive the performance shares in the amounts set forth in the table below, with 50% vesting in each of February 2021 and February 2022, subject to their continued employment through the applicable vesting date. In connection with his retirement, Mr. Fievez's 2019 performance shares vested upon Committee certification in February 2020.

2019 Service-Based Restricted Stock Awards

Pursuant to the service-based component of the 2019 award opportunity, in February 2019, the Named Executive Officers were granted shares of restricted stock with respect to 35% of the 2019 annual equity awards, as set forth in the table below. For the Named Executive Officers other than Mr. Fievez, one-half of the shares vested in February 2020, and subject to continued employment with the

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Company, the remaining half will vest in February 2021. In connection with his retirement, Mr. Fievez's 2019 restricted stock award fully vested on December 31, 2019.

Additional Service-Based Restricted Stock Awards

On January 2, 2019, Messrs. Lister and Nuñez were granted 5,000 shares of restricted stock each, and on January 28, 2019, Mr. Wamser was granted 5,000 shares of restricted stock. These shares vest 100% on the fourth anniversary of the grant date, subject to the Named Executive Officer's continued employment with the Company through the vesting date. On January 2, 2019, Mr. Fievez was granted 2,000 shares of restricted stock, which became fully vested upon Mr. Fievez's December 31, 2019 retirement. These restricted stock awards were granted to recognize the award recipients for their strong performance and to retain key executive talent.

Retirement and Transition of Michel Fievez

During 2019 and as an inducement to retain Mr. Fievez until an appropriate successor was identified, the Company granted Mr. Fievez a $100,000 retention bonus if he remained employed with the Company through December 31, 2019. In October 2019, the Company and Mr. Fievez agreed that Mr. Fievez would retire from his role as Executive Vice President, Engineered Papers, effective December 31, 2019. In connection with Mr. Fievez's retirement, the Company and Mr. Fievez entered into a transition agreement in October 2019, which provided for the waiver of the time-based vesting requirements with respect to Mr. Fievez's outstanding equity awards, resulting in Mr. Fievez's outstanding time-based restricted stock and 2018 performance shares vesting on December 31, 2019 and his 2019 performance shares vesting upon Committee certification of performance in 2020. In addition, Mr. Fievez and the Company entered into a consulting agreement pursuant to which Mr. Fievez will provide transition services to the Company through March 31, 2022 in exchange for a monthly retainer of 10,950 Euros ($12,295, based on a December 31, 2019 exchange rate) and a payment for the gross cost of his supplemental Luxembourg health insurance premiums. During the consulting period, Mr. Fievez is prohibited from competing with the Company. Mr. Fievez and the Company agreed that the transition agreement and consulting agreement would govern the terms of Mr. Fievez's separation and he would not be entitled to any other compensation from the Company, including severance. In addition, Mr. Fievez expressly waived the retention bonus described above. Please see the discussion below under "Potential Payments upon Termination or Change of Control" for further information regarding the amounts to be paid to Mr. Fievez in connection with his retirement.

Stock Ownership Guidelines

The Company has adopted the Schweitzer-Mauduit International, Inc. Stock Ownership Guidelines (the "Guidelines"), which require the Company's executive officers, including the Named Executive Officers, to own shares of Company common stock with a fair market value equal to a multiple of base salary. The Guidelines are designed to align the interests of the Company's executive officers with the

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long-term interests of the Company's stockholders and to promote commitment to sound corporate governance. Under the Guidelines, the Named Executive Officers must retain at least 50% of vested shares of Company common stock and shares acquired pursuant to the exercise of an option (except for shares sold to pay required tax withholding and the exercise price for options) until the required ownership guideline levels have been achieved (and thereafter if required to maintain the required ownership levels). Our Named Executive Officers must satisfy the Guidelines within five years after becoming subject to the Guidelines. Under the Guidelines, the Company's Chief Executive Officer is required to hold stock equal to a multiple of five times his base salary and each of the Company's other continuing Named Executive Officers is required to hold stock equal to a multiple of three times his base salary. As of the record date, each of our actively serving Named Executive Officers has either met (and continues to meet) the Guidelines or is progressing toward meeting the Guidelines within the required period.

How We Make Compensation Decisions

Compensation Approval Process

The Committee is responsible for determining the compensation of our Chief Executive Officer and each of our other executive officers. In setting the compensation of our other executive officers, the Committee takes into account the Chief Executive Officer's review of each executive officer's performance and his recommendations with respect to their compensation. The following is a summary of the compensation approval process during the year. While annual compensation decisions are generally made in the Committee's fall and winter meetings, the Committee meets at other times

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throughout the year as required to fulfill its oversight responsibility with respect to the Company's executive compensation program.

Independent Compensation Consultant

Willis Towers Watson provides executive compensation consulting services to the Committee. With respect to 2019, Willis Towers Watson provided services related to the review of 2019 compensation adjustments, including a review of market data, awards under our long-term incentive program, the setting of performance goals in our incentive plans including the payout leverage for results above and below the target performance levels, an analysis of the relationship between the Company's total direct pay relative to the competitive market, a review of trends and regulatory developments with respect to executive compensation, a review of our compensation peer group, and assistance with this Compensation Discussion & Analysis. Willis Towers Watson is retained by and reports to the Committee and, at the request of the Committee, participates in committee meetings. Willis Towers Watson did not provide any services to the Company in 2019. The Committee reviewed the independence of Willis Towers Watson under the New York Stock Exchange and SEC rules and concluded that the work of Willis Towers Watson has not raised any conflict of interest.

Market-Based Competitive Compensation Levels

During 2017,2019, 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.highly talented executives. 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 2017 analysis, the Committee retained Willis Towers Watson to serve as its independent compensation consultant. Willis Towers Watson has no other ties to management or business with the Company that the Committee believes could impair its ability to perform services for the Committee.Watson.

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The competitive compensation analysis prepared by Willis Towers Watson in October 20162018 for evaluating 20172019 compensation was intended to reflect the scope of an executive's responsibilities, experience in the position, and competitive market conditions. The October 20162018 compensation analysis relied on published survey data and proxy statement data from a peer group of companies.

Published Survey Data

The main basis used for comparison in the October 20162018 compensation analysis was the following published survey data compiled by Willis Towers Watson:

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For U.S.-based Named Executive Officers –Officers: Willis Towers Watson's 2016 Compensation Database2018 General Industry Executive Database; Willis Towers Watson's 2015Compensation Survey Report on Top Management Compensation; and Mercer's 20162018 Executive Benchmark Database



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For the Named Executive Officer based in Luxembourg –Luxembourg: Willis Towers Watson's 20152018 Belgium Executive Compensation Database

The survey data is used for all Company executives as the primary tool for market comparisons as 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, 20172019 using an annual aging factor of 3.0% per year.

Proxy Statement Peer Group

The October 20162018 compensation analysis also relied on proxy statement data from a peer group of 15 companies to supplement the survey data discussed above. 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, as well as the Company's significant international operations.

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The peer group used for evaluating 20172019 compensation decisions consisted of the companies below. This is the same peer group that was used for evaluating 20162018 compensation decisions, with the exception of (i) the removal of OM Group due to it being acquired and Platform Specialty Products

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Corporation due to performance and (ii) the addition of Innophos Holdings due to comparability in revenue size and industry.decisions.