UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
the Securities Exchange Act of 1934 (Amendment No. )
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https://web.lumiagm.com/297731529 (Password: “swm2021”).
If you plan
virtually.
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Non-Executive Chairman
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SCHWEITZER-MAUDUIT INTERNATIONAL, INC.
100 North Point Center East, Suite 600
Alpharetta, Georgia 30022-8246
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Executive Vice President, General Counsel and Secretary
Significant Beneficial Owners PROPOSAL ONE ELECTION OF DIRECTORS SCHWEITZER-MAUDUIT INTERNATIONAL, INC. 19, 2021. https://web.lumiagm.com/297731529. If you are a stockholder of record as of March 1, 2021, the record date for the annual meeting, you should click on “I have a login,” enter the control number found on your proxy card you previously received, and enter the password “swm2021” (the password is case sensitive). You may then participate in the Annual Meeting by following the instructions provided above under “ If you return a validly executed proxy but do not make voting selections, your shares will be voted in accordance with the Board’s recommendations on each proposal, discussed below. Proposal Two How May I Participate in the Virtual Annual Meeting?” process is printing and mailing the proxy materials. 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. The Company will pay the entire cost of the proxy solicitation. BlackRock Inc.(1) 55 East 52nd Street New York, NY 10055 The Vanguard Group, Inc.(2) 100 Vanguard Blvd. Malvern, PA 19355 Cooke & Bieler LP(3) 1700 Market Street, Suite 3222 Philadelphia, PA 19103 Dimensional Fund Advisors LP(4) Building One, 6300 Bee Cave Road Austin, TX 78746 LSV Asset Management(5) 155 N. Wacker Drive Suite 4600 Chicago, IL 60606 equity equal to a multiple (from three to five), depending on the position held, of his or her annual base salary. As of 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. Allison Aden Claire L. Arnold 15,453 59,251 * Deborah Borg 0 264 * K.C. Caldabaugh 4,000 41,307 * Michel Fievez 70,019(3) 0 * Jeffrey J. Keenan 30,000 14,831 * Jeffrey Kramer 78,361(4) 0 * Daniel Lister 22,085(5) 0 * Marco Levi 4,277 0 * Ricardo Nuñez 19,544(6) 0 * Kimberly E. Ritrievi 2,000 2,669 * John D. Rogers 2,004 24,859 * R. Andrew Wamser, Jr. 22,829(7) 0 * Anderson D. Warlick 5,218 32,021 * All directors and executive officers as a group (14 persons) 275,432 175,202 * Delinquent Section 16(a) Board Succession Planning Nominees for Director Nominees President, Dow USA of Dow Chemical, 2014 – 2015 Various leadership roles at Dow Chemical, 2000 – 2014 Vice President, Lubricants of Brenntag AG, 2015 – 2017 President and Chief Executive Officer of J.A.M. Distributing, 2013 – 2015 Various executive leadership roles at Air Products and Chemicals, Inc., 1987 – 2012 Members of Board of Directors Continuing in Office President and Chief Compliance Officer of Roark Capital Group, 2006 – 2015 Co-Founder and Chairman of IESI Corporation, 1996 – 2005 President and Chief Executive Officer, Ahlstrom Corporation, 2014 – 2016 Senior Vice President and Business President of Emulsion Polymers, Styron Corporation, 2010 – 2014 Global Business Unit Director, Elastomers- Synthetic Rubber-Specialty Packaging-Plastic Additives, The Dow Chemical Company, 2006 – 2009 Various leadership roles at Goldman Sachs & Co., 1997 – 2004 Director of Tetra Tech, Inc., since 2013 Founding Partner & Principal of Jade River Capital Management, LLC, 2007 – 2008 President and Chief Executive Officer, Invesco Institutional N.A., Senior Managing Director and Head of Worldwide Institutional Business, AMVESCAP Plc, 2003 – 2006 Ms. Borg serves on the Compensation Committee of the Board. has a deep understanding of international business dynamics, cultures, and practices. Mr. Committee. Jeffrey Kramer, PhD Since February 12, 2021, Dr. Kramer has also served as a director of Myers Industries, Inc. and Compensation Committees. She also serves as a member of the Compensation Committee. 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 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. 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 ” Executive Compensation Philosophy ” Elements of the When Granted A significant percentage of the Named Executive practices. 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 Name Jeffrey Kramer, PhD R. Andrew Wamser, Jr. 100% — Michel Fievez(1) 50% 50% Daniel Lister(1) 50% 50% Ricardo Nuñez 100% — Name Jeffrey Kramer, PhD R. Andrew Wamser, Jr.(1) 60% $235,973 $297,060 125.9% Michel Fievez(2) 60% $274,972 $352,515 128.2% Daniel Lister 60% $260,100 $231,756 89.1% Ricardo Nuñez(3) 60% $249,600 $314,215 125.9% percentage of base salary, to practices. vesting of the Adjusted EBITDA ($ millions)(1) Name Jeffrey Kramer, PhD R. Andrew Wamser, Jr.(1) 5,693 5,038 Michel Fievez 4,413 3,906 Daniel Lister 4,079 3,610 Ricardo Nuñez 3,764 3,464 Company. met (and continues to meet) the Guidelines or is progressing toward meeting the Guidelines within the required period. throughout the year as required to fulfill its oversight responsibility with respect to the Current Year: February Risk Management Jeffrey Kramer, PhD Chief Executive Officer(3) R. Andrew Wamser, Jr. EVP, Finance and CFO(4) Michel Fievez EVP, Engineered Papers(5) Daniel Lister EVP, Advanced Materials & Structures(6) Ricardo Nuñez EVP, General Counsel and Secretary(7) Allison Aden Former EVP, Finance and CFO(8) Name (a) Jeffrey Kramer, PhD N/A N/A $350,000 $700,000 $1,400,000 – – – – – R. Andrew N/A N/A $117,986 $235,973 $471,945 – – – – – Wamser, Jr. Michel Fievez N/A N/A $137,486 $274,972 $549,944 – – – – – Daniel Lister N/A N/A $130,050 $260,100 $520,200 – – – – – Ricardo Nuñez N/A N/A $124,800 $249,600 $499,200 – – – – – Allison Aden N/A N/A – $100,000 – – – – – Jeffrey Kramer, PhD R. Andrew Wamser, Jr. Michel Fievez Daniel Lister Ricardo Nuñez Allison Aden Mr. Deferred Compensation Plan, Dr. Kramer and Mr. Nuñez are our only Named Executive Officers who have elected to participate in such plan. The following table provides information regarding compensation that has been deferred by Jeffrey Kramer, PhD R. Andrew Wamser, Jr. Michel Fievez Daniel Lister Ricardo Nuñez Allison Aden contributions and are included in the “All Other Compensation” column in the 2020 Summary Compensation Table. disability, voluntary resignation or cause, the Company will pay the Named Executive Officer an amount equal to a severance multiple determined by the Committee at the time the individual is selected for participation. In the Compensation: Base Salary Lump sum cash – – $1,400,000 $2,100,000 $485,500 – Incentive Compensation Short-Term Incentive Lump sum cash �� – – $2,643,639 $881,213 – Performance Shares Shares – – – $1,256,759 $1,085,893 – Restricted Stock Shares – – – $112,725 $56,363 – Benefits and Perquisites: Health Care – – – – $73,440 – – Dental Care – – – – $3,625 – – Disability Benefits – – – – $27,242 – – Life Insurance – – – – $7,596 $1,000,000 – Accrued carryover for paid time off Lump sum cash – – $13,462 $40,385 $13,462 – Qualified 401(k) Plan Lump sum benefit $11,100 $11,100 $11,100 $11,100 $11,100 $11,100 Excess 401(k) in Deferred Comp Lump sum benefit $64,214 $64,214 $64,214 $64,214 $64,214 $64,214 Total Executive Severance $75,314 $75,314 $1,488,776 $6,340,724 $3,597,744 $75,314 Compensation: Base Salary Lump sum cash – – $393,287 $1,179,861 311,385 – Incentive Compensation Short-Term Incentive Lump sum cash – – – $891,180 $297,060 – Performance Shares Shares – – – $203,030 $164,628 – Restricted Stock Shares – – – $93,938 $23,484 – Benefits and Perquisites: Health Care – – – – $73,440 – – Dental Care – – – – $3,625 – – Disability Benefits – – – – $13,600 – – Life Insurance – – – – $4,558 $500,000 – Accrued carryover for paid time off Lump sum cash – – $7,563 $22,690 $7,563 – Qualified 401(k) Plan Lump sum benefit $11,100 $11,100 $11,100 $11,100 $11,100 $11,100 Total Executive Severance $11,100 $11,100 $411,950 $2,497,021 $1,315,221 $11,100 Base Salary Lump sum cash – – $458,287 $1,374,861 – – Short-Term Incentive Lump sum cash – – – $1,057,545 $352,515 – Performance Shares Shares – $239,428 – $269,187 $269,187 $269,187 Restricted Stock Shares – – – – – – Health Care – – – $5,646 $16,937 – – Dental Care – – – – – – – Life and Disability Insurance – – – $1,259 $3,777 – – Accrued Vacation Pay Lump sum cash – – $31,390 $94,169 $31,390 – Additional payment based on participation in Luxembourg defined contribution pension plan (mandated pension plan) Lump sum benefit $16,183 $16,183 $16,183 $16,183 $16,183 $16,183 Base Salary Lump sum cash – – $216,750 $1,300,500 $323,791 – Benefits and Perquisites: Health Care – – – – $73,440 – – Dental Care – – – – $3,625 – – Disability Benefits – – – – $9,469 – – Life Insurance – – – – $4,558 $500,000 – Base Salary Lump sum cash – – $208,000 $1,248,000 $310,720 – Short-Term Incentive Lump sum cash – – – $942,645 $314,215 – Performance Shares Shares – – – $137,525 $112,149 – Restricted Stock Shares – – – $125,250 $62,625 – Health Care – – – – $73,440 – – Dental Care – – – – $3,625 – – Disability Benefits – – – – $4,493 – – Life Insurance – – – – $4,558 $500,000 – Accrued carryover for paid time off Lump sum cash – – $8,000 $24,000 $8,000 – Qualified 401(k) Plan Lump sum benefit $11,100 $11,100 $11,100 $11,100 $11,100 $11,100 As of that date, we had approximately the Company. taxes. Each participating director has an individual deferral account that is credited with cash or stock units, which include accumulated dividends. Cash credits accrue market-based investment earnings. The stock units do not have any voting rights. Because of regulatory changes, Deferred Compensation Plan No. 2 replaced the Deferred Compensation Plan for Non-Employee Directors in effect from 2000 to 2004, which operated in a similar manner. The earlier plan was frozen as of December 31, 2004 to stop the accrual of additional unvested benefits, other than market-based investment earnings or losses on individual account balances as of that date. The Company provides no guaranty of repayment of the principal amount deferred or of any earnings on the e. A director who, during the current fiscal year or any of the past five fiscal years, personally provided services to the Company or its affiliates that had an annual value in excess of $60,000; or who was paid or accepted, or who has a non-employee Family Member who was paid or accepted, any payments from the Company or any of its affiliates in excess of $60,000 other than compensation for board service, benefits under a tax-qualified retirement plan, or non-discretionary compensation. Anderson D. Warlick No member serves on the audit Director Attendance 2020. Meeting. strategic planning. These reviews are provided through regularly scheduled financial and operations reviews and regular Committee Chair reports to the Board. More in-depth reviews are provided periodically on selected topics, e.g., litigation and regulatory compliance, customer satisfaction and performance assessments and strategic planning. 2021. Audit Fees(1) Audit-Related Fees(2) Total Audit and Audit-Related Fees Tax Compliance Services(3) Tax Consulting and Planning Services(4) Total Tax Fees All Other Fees(5) Total Fees We believe that our executive compensation practices, in combination with a competitive market review, contribute to an executive compensation program that is competitive yet strongly aligned with stockholder interests.Table of Contents Page Page5 5 5 5 8 98 1714 1714 3731 5446 6053 6053 6255 6356 6558 6558 6558 6558
100 North Point Center East, Suite 600
Alpharetta, Georgia 30022-8246"Company"“Company” or "SWM,"“SWM,” in connection with the solicitation of proxies by the Board of Directors of the Company (the "Board"“Board”) for use at the 20192021 Annual Meeting of Stockholders (the "Annual Meeting"“Annual Meeting”) and at any adjournment or postponement thereof. The Company intends to mail this Proxy Statement and proxy card, together with the 20182020 Annual Report to Stockholders, on or about March 22, 2019.25, 2019,22, 2021, at 11:00 a.m. Eastern Time, in a virtual meeting format at https://web.lumiagm.com/297731529 (Password: “swm2021”). This year’s Annual Meeting will be conducted virtually, for the Company'shealth and safety of our stockholders, management and Board, in light of public health concerns regarding the coronavirus (COVID-19) pandemic. Please do NOT travel to the Company’s corporate headquarters locatedfor the Annual Meeting.100 North Point Center East, Alpharetta, Georgia 30022.threetwo directors for terms expiring in 2022, and one director for a term expiring in 2020;2024; (ii) to ratify the Audit Committee'sCommittee’s selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2019;2021; and (iii) to hold a non-binding advisory vote to approve executive compensation.Who May Attend the Annual Meeting?All stockholders of record at the close of business on March 1, 2019, 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.Company's common stock, par value $0.10 per share (the "Common Stock"),Company’s Common Stock, virtually present in persononline or represented by proxy.proxy at the Annual Meeting. Abstentions and "broker non-votes"“broker non-votes” are counted as present and entitled to vote for purposes of determining a quorum.
Can I Ask Questions at the Virtual Annual Meeting?theyour shares at the Annual Meeting.fourtwo nominees for election to the Board named in Proposal One – Election of Directors;Directors•–— Ratification of Deloitte & Touche LLP as the Company'sCompany’s Independent Registered Public Accounting Firm for 2019;2021; and•–— Non-Binding Advisory Vote to Approve Executive Compensation.–— Election of Directors.Directors. Directors will be elected by a plurality vote of shares of the Company'sCompany’s Common Stock as of the record date virtually 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"“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. Votes that are withheld will be excluded entirely from the vote and will have no effect.–— Ratification of the Selection of the Independent Registered Public Accounting Firm.Firm. The vote will be decided by the affirmative vote of a majority of shares of the Common Stock as of the record date virtually present in person or represented by proxy and entitled to vote on the subject matter.–— Non-Binding Advisory Vote to Approve Executive Compensation.Compensation. The vote will be decided by the affirmative vote of a majority of shares of the Common Stock as of the record date virtually 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."broker non-votes"“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"“FOR” or "AGAINST" (or "WITHHOLD"“AGAINST” (or “WITHHOLD” for) the proposals. Accordingly, abstentions will have no effect on Proposal One, since only votes "FOR"“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"“AGAINST” Proposals Two and Three.("NYSE"(“NYSE”) rules, if your shares are held in "street name"“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"“routine” matters. Proposal Two is a "routine"“routine” matter under NYSE rules and, as such, your broker is permitted to exercise discretionary voting authority to vote your shares "FOR"“FOR” or "AGAINST"“AGAINST” the proposal in the absence of your instruction. The other proposals are not considered "routine"“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“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“entitled to vote"vote” on those proposalsCompany'sCompany’s EVP, General Counsel and Secretary at the Company'sCompany’s principal executive office another signed proxy card or a signed document revoking the earlier proxy or (ii) attendingvoting online during the virtual Annual Meeting and voting in person.Meeting. You may also change your previously submitted vote by submitting a subsequent vote over the Internet.Internet prior to the Annual Meeting. The last vote received prior to the Annual Meeting will be the one counted."street name" (“street name” (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 submitted vote or previously granted proxy is voted, you may change such vote or revoke such proxy in person atonline during 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.shares and have followed the instructions to participate in the meeting provided above under “Forfor the Proxy Solicitation?$10,000,$11,500, 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 proxy20192021 to be the beneficial owners of more than 5% of the outstanding shares of the Company'sCompany’s Common Stock. In furnishing the information below, the Company has relied solely on information filed with the Securities and Exchange Commission (the "SEC"“SEC”) by the beneficial owners.Name and Address of Beneficial Owner
Nature of
Beneficial
Ownership
of Class*
Voting
Power
Voting
Power
Investment
Power
Investment
Power BlackRock Inc.(1)
55 East 52nd Street
New York, NY 10055 4,789,856 15.3% 4,740,766 0 4,789,856 0 The Vanguard Group, Inc.(2)
100 Vanguard Blvd.
Malvern, PA 19355 3,297,221 10.5% 0 28,930 3,240,142 57,079 Cooke & Bieler LP(3)
1700 Market Street, Suite 3222
Philadelphia, PA 19103 2,732,655 8.7% 0 2,190,545 0 2,732,655 Wells Fargo & Company(4)
420 Montgomery Street
San Francisco, CA 94163 2,013,661 6.4% 71,528 501,213 71,528 1,942,133 Dimensional Fund Advisors LP(5)
Building One, 6300 Bee Cave Road
Austin, TX 78746 1,730,681 5.5% 1,670,481 0 1,730,681 0 Amount
and
Nature of
Beneficial
Ownership Percent of
Class* Sole
Voting
Power Shared
Voting
Power Sole
Investment
Power Shared
Investment
Power 4,491,019 14.5% 4,415,605 0 4,491,019 0
3,160,299 10.2% 35,863 2,560 3,124,416 35,883
2,038,277
6.6%
0
1,606,760
0
2,038,277
1,654,377
5.4%
1,599,541
0
1,654,377
0
1,585,170
5.1%
990,176
0
1,585,170
0 * Percentages are calculated based on 30,896,97931,407,678 shares of Common Stock issued and outstanding on March 1, 2019.13G13G/A filed on January 31, 201926, 2021 by BlackRock Inc. to report its beneficial ownership of Common Stock.13, 201910, 2021 by The Vanguard Group, Inc. to report its beneficial ownership of Common Stock.11, 201916, 2021 by Cooke & Bieler LP to report its beneficial ownership of Common Stock.8, 201911, 2021 by Wells Fargo & Company to report its beneficial ownership of Common Stock. In addition, Wells Capital Management Incorporated beneficially owns 1,760,125 shares of Common Stock, has shared voting power with respect to 1,694,209 shares of Common Stock and shared investment power with respect to 1,760,125 shares of Common Stock.(5)Based solely on information contained in a Schedule 13G filed on February 13, 2019 by LSV Asset Management to report its beneficial ownership of Common Stock.Company'sCompany’s stockholders, the Company requires both directors and key executive officers (including all of the Company'sCompany’s Named Executive Officers, as described in the section entitled "Executive“Executive Compensation -— Compensation Discussion & Analysis"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 holddirectors'directors’ annual Board cash retainer. Each Named Executive Officer must hold vested20192021 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, with the exception of Ms. Borg, allcertain 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 "Compensation“Compensation of Directors"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.Name of Individual or Identity of Group
Nature of
Beneficial
Ownership
Deferred Stock
Units(1)
Class(2) Deborah Borg 0 5,774 * Mark L. Bye 0 3,319 * Omar Hoek 17,874(3) 0 * Jeffrey J. Keenan 30,000 27,664 * Jeffrey Kramer 215,165(4) 0 * Daniel Lister 0 0 * Marco Levi 9,531 0 * Ricardo Nuñez 42,521(5) 0 * Kimberly E. Ritrievi 3,000 8,433 * John D. Rogers 2,004 32,972 * R. Andrew Wamser, Jr. 57,421(6) 0 * Anderson D. Warlick 5,218 46,653 * All directors and executive officers as a group (12 persons) 382,734 124,815 1.22%* Company'sCompany’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'sCompany’s equity securities. No shares listed in the table above are pledged as security.Company'sCompany’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 TableName of Individual or Identity of Group Amount and
Nature of
Beneficial
Ownership Number of
Deferred Stock
Units(1) Percent of
Class(2)
19,642 0 * (1)Represents the equivalent of stock units, including accumulated dividends, held in deferral accounts.(2)Percentages are calculated based on 30,896,979 shares of Common Stock issued and outstanding on March 1, 2019, excluding shares held by or for the account of SWM or its subsidiaries, plus shares deemed outstanding pursuant to Rule 13d-3(d)(1). An asterisk shows ownership of less than 1% of the shares of Common Stock outstanding.(3)Includes 5,345 shares of restricted stock that will vest in February 2020; 2,000 shares of restricted stock that will vest in January 2021; and 4,227 shares of restricted stock that will vest in February 2021.(4)Includes 31,411 shares of restricted stock that will vest in February 2020; 24,590 shares of restricted stock that will vest in February 2021; and 2,250 shares of restricted stock that will vest in April 2021.(5)Includes 5,119 shares of restricted stock that will vest in February 2020; 4,021 shares of restricted stock that will vest in February 2021; and 5,000 shares of restricted stock that will vest in January 2023.(6)Includes 4,953 shares of restricted stock that will vest in February 2020; 3,940 shares of restricted stock that will vest in February 2021; 5,000 shares of restricted stock that will vest in September 2021; and 5,000 shares of restricted stock that will vest in January 2023.(7)Includes 7,313 shares of restricted stock that will vest in February 2020; 5,780 shares of restricted stock that will vest in February 2021; 3,750 shares of restricted stock that will vest in February 2022; and 5,000 shares of restricted stock that will vest in January 2023.Beneficial Ownership Reporting ComplianceReports"Exchange Act"“Exchange Act”), requires the Company'sCompany’s directors and executive officers and persons who own more than 10% of a registered class of the Company'sCompany’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).Company'sCompany’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, 2018.2020, other than one Form 4 for Dr. Ritrievi to report an acquisition of 1,000 shares of Common Stock.
ELECTION OF DIRECTORS
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Company'sCompany’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 February 2019, Ms. Borg was appointed to the Board. Accordingly, theThe Board presently has nineeight members. The Board is divided into three classes of directors of the same or nearly the same number. Ms. Arnold, currently a Class I director, has announced her retirement to be effective following the Annual Meeting. Accordingly, it is anticipated that the size of the Board will be reduced from nine members to eight members following the Annual Meeting. As further described below, Mr. Caldabaugh, who was previously elected as a Class III director, is standing for election for the remaining term as a Class I director. The table below shows the allocation of our directors and nominees across the three classes: -– Current Term Ending at 2020
2023 Annual Meeting -– Nominees for Election at
2021 Annual Meeting
at 20212022 Annual MeetingClass III - Nominees forElection at 2019 Annual Meeting
Claire L. Arnold*Jeffrey J. Keenan John D. Rogers Deborah Borg K.C. Caldabaugh
Marco Levi
Kimberly E. Ritrievi, ScD
Jeffrey Kramer, PhD Jeffrey J. Keenan
Mark L. Bye
Anderson D. Warlick Marco Levi
*Ms. Arnold is retiring following the Annual Meeting.Company'sCompany’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. Upon the recommendation of the Nominating & Governance Committee, the Board appointed Ms. Borg as a director in February 2019. Ms. Borg was originally identified as a candidate by one of our directors.which was recently amended tobut allow the Board to make an exception to this policy when it believes that nomination is in the best interests of the Company'sCompany’s stockholders.Mr. Caldabaugh is age 72. However, the Nominating & Governance Committee determined that Mr. Caldabaugh's continued service on the Board would be in the best interests of the stockholders to allow for an orderly transition in the role of Board Chairman. In addition, Ms. Arnold's retirement immediately following the Annual Meeting provided an opportunity to facilitate director succession planning. The Board is recommending that stockholders elect Mr. Caldabaugh for the remaining one-year term as a Class I director. Accordingly, the Board made an exception to the Company's retirement policy and nominated Mr. Caldabaugh to serve the remaining one-year term as a Class I director. Mr. Caldabaugh will not serve as Chairman of the Board during his one-year term. The Board does not anticipate that Mr. Caldabaugh will stand for re-election as a Class I director at the 2020 Annual Meeting.Ms. Deborah Borg,Mr. John D. Rogers and Dr. Jeffrey Kramer and Mr. Anderson D. WarlickKimberly E. Ritrievi for election to the Board as Class IIIII directors to serve a three-year term ending at the 20222024 Annual Meeting of StockholdersStockholders. If elected by our stockholders, Mr. Rogers and Dr. Ritrievi will hold office until their successors are dulyhis or her successor has been elected and qualified. In addition,qualified or until the Board has nominateddirector’s earlier resignation or removal. Mr. K.C. Caldabaugh for election to the Board as a Class I director to serve the remaining one-year term ending at the 2020 Annual MeetingRogers and until his successor is duly elected and qualified. Ms. Borg, Dr. Kramer, Mr. Warlick and Mr. CaldabaughRitrievi are current members of the Board.Ms. Borg, Mr. CaldabaughRogers and Mr. WarlickDr. Ritrievi are independent pursuant to the independence standards of the SEC, the NYSE and the Company. Dr. Kramer is the Company's Chief Executive Officer and is not independent. 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.fourtwo nominees for director.Forfor Election to the Board of DirectorsName Age Director Since Business Experience and Directorships Kimberly E. Ritrievi, ScD 62 2018 John D. Rogers 59 2009 President, Chief Executive Officer and Director of CFA Institute, 2009 – 2014 Founding Partner & Principal of Jade River Capital Management, LLC, 2007 – 2008 President and Chief Executive Officer, Invesco Institutional N.A., Senior Managing Director and Head of Worldwide Institutional Business, AMVESCAP Plc, 2003 – 2006 Name Age Director Since Business Experience and Directorships
Deborah Borg 41 2019 Executive Vice President - Chief Human Resource and Communications Officer of Bunge Limited, since 2016
K.C. Caldabaugh
72
1995
Principal of Heritage Capital Group, since 2001
Jeffrey Kramer, PhD
59
2017
Chief Executive Officer of the Company, since April 2017
Anderson D. Warlick
61
2009
Vice Chairman and Chief Executive Officer of Parkdale, Inc. and its subsidiaries, since 2000Name Age Director Since Business Experience and Directorships Deborah Borg 44 2019 Mark L. Bye 64 2020 Executive Advisor of Morgan Stanley, a global financial institution, since November 2020, previously Managing Director of Morgan Stanley since 2008 Chairman of Bye Group LLC, since 2006 Jeffrey J. Keenan 63 2016 Senior Advisor of Roark Capital Group, 2015 – February 2020 President and Chief Compliance Officer of Roark Capital Group, 2006 – 2015 Co-Founder and Chairman of IESI Corporation, 1996 – 2005 Jeffrey Kramer, PhD 61 2017 Chief Executive Officer of the Company, since April 2017 Vice President, Lubricants of Brenntag AG, 2015 – 2017 President and Chief Executive Officer of J.A.M. Distributing, 2013 – 2015 Various executive leadership roles at Air Products and Chemicals, Inc., 1987 – 2012 Director of Myers Industries, Inc., since February 2021 Name Age Director Since Business Experience and Directorships
Jeffrey J. Keenan 61 2016 Senior Advisor of Roark Capital Group, since 2015
Marco Levi
59
2017
Chief Executive Officer, Thermission AG, since January 2019
Kimberly E. Ritrievi, ScD
60
2018
President, The Ritrievi Group, LLC, since 2005
John D. Rogers
57
2009
President, Chief Executive Officer and Director of CFA Institute, 2009 – 2014Name Age Director Since Business Experience and Directorships Marco Levi 61 2017 Chief Executive Officer, Ferroglobe PLC, since January 2020 Chief Executive Officer, Thermission AG, January 2019 – December 2019 President and Chief Executive Officer, Ahlstrom Corporation, 2014 – 2016 Senior Vice President and Business President of Emulsion Polymers, Styron Corporation, 2010 – 2014 Global Business Unit Director, Elastomers- Synthetic Rubber-Specialty Packaging-Plastic Additives, The Dow Chemical Company, 2006 – 2009 Anderson D. Warlick 63 2009 Chairman and Chief Executive Officer of Parkdale, Inc. and its subsidiaries, since 2000 Company'sCompany’s Boardcurrentmost recent position as the Chief Human ResourcesHR and Communications Officer of Bunge Limited, an agribusiness and food company. She has servedbeen serving in this role since January 2016. Ms. Borg has also held various human resources and leadership positions at Dow Chemical Company ("(“Dow Chemical"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.K.C. CaldabaughMark L. ByeCaldabaugh has servedBye is a recognized global business leader currently serving 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 hasan Executive Advisor to Morgan Stanley. Mr. Bye previously served as a principalManaging Director and a partner in the Global Private Equity and Energy Capital Funds of The HeritageMorgan Stanley for 12 years. He is also active, through his company the Bye Group anLLC, in numerous technology driven start-ups. He joined Morgan Stanley Private Equity in 2008 in London, assuming leadership responsibilities for the European investment banking firm that provides strategic planning adviceteam and actsglobally for the industrials, basic materials, and energy sectors. He continues to serve as an advisora member of the Private Equity Funds’ Investment Committee and chair 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 been focused on developing and executing value creation strategies for technology and innovation-based businesses, primarily in multi-facetedthe industrial and energy sector. During his 35+ year career, he has successfully led and delivered profitable growth for a diverse set of enterprises with strategies spanning the gamut from innovation-based organic growth, 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, evaluationgeographic expansion toimplementationstructuring executive teams, allocation of growth opportunitiesresources, human capital development and strategic planning,mergers and acquisitions. Mr. Bye has lived and worked in addition to his experience with financial controlssix countries and reporting.CaldabaughBye serves on the Company’s Audit Committee and is the Non-Executive Chairmanone of the BoardCommittee’s financial experts and serves on the Nominating & Governance Committee and has served several terms as the Company'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.has extensive experience serving on private company boards. He is a senior advisor atthe former President, Chief Operating Officer and Chief Compliance Officer of Roark Capital Group, a private equity fund with over $10more than $19 billion of capital under management. Previously, he wasmanagement, most recently holding the president, chief operating officer and chief compliance officerposition of senior advisor from 2015 to February 2020. While at Roark Capital Group.Group, he led the firm’s investments in environmental services, including Waste Pro, GFL Environmental, and Qualawash. His prior experience includes senior leadership and board roles in over 20 portfolio companies, and senior leadership roles at AEA Investors and Oak Hill Capital. In addition to his diverse experience and private equity background, Mr. Keenan was also thea founder and executive chairman and co-founder of IESI Corporation from 19971996 to 2005. IESI Corporation was one of the largest vertically integrated solid wastesold in 2005 for more than $1 billion after completing more than 160 environmental services acquisitions including collection companies, transfer stations and landfills. Mr. Keenan currently serves as a director and investor in the United States.ACV Environmental and EcoSouth Services, both environmental services companies. Mr. Keenan has broad-based business skills that add value to the Board'sBoard’s oversight 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'sCompany’s Audit Committee, where he is one of the Committee'sCommittee’s financial experts and serves as the Chairman of the Nominating & Governance Committee.Company'sCompany’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'sworld’s largest distributors of chemicals, from January 2016 to April 2017. From January 2013 to December 2015, he was the president and chief 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'sKramer’s experience as the Chief Executive Officer of the Company provides an in-depth understanding of the Company'sCompany’s operations and complexity and adds a valuable perspective for Board decision-making.is currently a member of three private company boards and serves as a member of the Nominating & Governance Committee.presidentPresident at The Ritrievi Group, LLC, a private investment firm (2018 to present),-– 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.Ritrievi'sRitrievi’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 capabilities. In addition, Dr. Ritrievi has experience in the specialty chemical industry that provides her with insight into the Company'sCompany’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'sCommittee’s financial experts.world'sworld’s leading association of investment professionals, for fivefour and aBoard'sBoard’s ability to relate to and represent the interests of the Company'sCompany’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'sCompany’s Lead Non-Management Director. 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'sCompany’s current and strategic challenges.onas Chair of the Company'sCompany’s Compensation Committee and a member of the Nominating & Governance CommitteesCommittee, and previously as Lead Non-Management Director.Board'sBoard’s ability to serve the long-term interests of the Company'sCompany’s stockholders. The candidate review processperson'sperson’s judgment, experience, financial expertise, independence, understanding of the Company'sCompany’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-termnear-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'sBoard’s future composition. It also uses its and the Board'sBoard’s professional contact networks and/or director search firms to identify and recommend to the Board suitable director candidates.Company'sCompany’s expense, as it deems necessary and appropriate to assist it in the execution of its duties. The Nominating &"How“How Stockholders May Nominate or Recommend Director Candidates."directors. In practice,directors, however, the Nominating & Governance Committee, with input fromdiversity of the Board considersis a list of criteria it seeks to address when seeking directorconsideration in evaluating candidates and then seeks candidates that best meet those criteria without limitations imposed onfor the basis of race, gender or national origin. Diversity of experience and perspective is considered in reviewing the composition of the Board.Company'sCompany’s By-Laws, a copy of which may be obtained from the Company'sCompany’s 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'syear’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.Company'sCompany’s 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'sCommittee’s consideration are the same as would be required under the By-Laws if the stockholder wished to nominate that candidate directly.Company's 2018Company’s 2020 executive compensation program and executive compensation philosophies and objectives.2018,2020, the Company'sCompany’s Named Executive Officers were:Name Position Position Jeffrey Kramer, PhD Chief Executive Officer
R. Andrew Wamser, Jr.
Executive Vice President, Finance and Chief Financial Officer Michel FievezOmar Hoek
Executive Vice President, Engineered PapersPaper
Ricardo Nuñez Executive Vice President, General Counsel and Secretary Daniel Lister(1)
Former Executive Vice President, Advanced Materials & Structures Ricardo NuñezExecutive Vice President, General Counsel and SecretaryAllison AdenFormer Executive Vice President, Finance and Chief Financial OfficerUnder SEC executive disclosure rules, Ms. Aden is considered a Named OfficerSummaryher servicereduced sales resulting from the shutdowns of some of the Company’s largest customers, such as auto manufacturers, and the temporary closure of our principal financial officeroperating plants in France and New York. We also worked on reduced operating capacity as a result of safeguards instituted to keep our employees safe as we continued to serve our customers, including those customers in essential industries.a portion of 2018. Because of her limited tenure as2020 despite the associated challenges and to reward operating decisions that were made in order to protect our Chief Financial Officer during 2018employees and her unique compensation arrangement for 2018, we have included a discussion of Ms. Aden's 2018 compensation arrangement in the section entitled "Chief Financial Officer Compensation Arrangements" below rather than throughout the Compensation Discussion & Analysis.minimize plant disruptions to continue serving our customers"Committee"“Committee”), which is responsible for overseeing the Company'sCompany’s executive compensation program, believes that the Company'sCompany’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'sCompany’s strategy. To align the Company'sCompany’s executive compensation program with the Committee'sCommittee’s compensation philosophy, the Committee has adopted the following objectives and guiding principles: Objectives Objectives Pay-for-performance••• Guiding Principles Guiding Principles•directly or indirectly contribute to increased stockholder value••• Chief Executive Officer CompensationIn 2018, the Committee increased Dr. Kramer's base salary to $700,000 (from $650,000 in 2017) in order to further align his compensation with the compensation peer group, while Dr. Kramer's 2018 target annual incentive opportunity (as a percentage of base salary) remained at 100%, which was the same level established for 2017.In February 2018, the Committee granted Dr. Kramer a long-term incentive award opportunity for the 2018 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 2018, as a percentage of base salary, to 250% (from 200% in 2017). In determining the increase, the Committee noted that Dr. Kramer's target total direct compensation was significantly 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 2018 compensation toward 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.
2018 "Say2020 “Say on Pay"Pay”: Advisory Votes on Executive Compensation and Stockholder Engagement2018,2020, in a non-binding advisory vote, the Board asked the Company'sCompany’s stockholders to indicate whether they approved the Company'sCompany’s compensation program for the Company'sCompany’s Named Executive Officers, as disclosed in the 20182020 proxy statement ("(“say on pay"pay”). At the 20182020 Annual Meeting of Stockholders, stockholders approved the compensation program for the Company'sCompany’s Named Executive Officers with approximately 75%98% of the votes cast in favor of the say on pay proposal.In 2017 and 2018, in order to better understand stockholders' views onCompany'sCompany’s executive compensation program considers whether the program serves the interests of stockholders. The Committee carefully considers continuing and constructive stockholder feedback, and the Company significantly expanded its efforts toward stockholder outreach. The Company engagedroutinely engages with stockholders to discuss topics including compensation disclosure, performance measures, and corporate governance matters. In 2018 specifically, the Company reached out to stockholders who held approximately 70% of the Company's outstanding common stock to discuss the Company's executive compensation program and held discussions with all stockholders who accepted the Company's request for engagement. The Company intends to continue to engage with stockholders in the future to monitor, maintain, and modify its executive compensation program as it deems appropriate.The following chart captures some key themes that emerged during 2017 and 2018 discussions with stockholders regarding executive compensation along with the Company's related approach to compensation: WHAT WE HEARDCOMPANY APPROACH Pay-for-performance•Some stockholders expressed a desire for annual incentive compensation to be tied more directly to overall Company performance, with a reduced emphasis on individual performance.•Based on discussions, stockholders generally expressed the view that the Company's incentive plans were performance-based and many would defer to the Committee to set appropriate measures. •Beginning with the 2018 Annual Incentive Program, the Committee eliminated the individual performance goal component, resulting in payouts under the Annual Incentive Program to be determined 100% based on Company and/or business unit performance.•The Committee regularly reviews the metrics used in the compensation plans to evaluate whether they represent measures that drive business results tied to stockholder value and our business strategy. Disclosure of compensation design and compensation• Stockholders expressed a preference for the use of additional tables and graphics. •Since 2017, the Compensation Discussion & Analysis has been revised to include succinct explanations of the Company's executive compensation philosophy, programs and practices, and to incorporate tables and graphics when deemed helpful to explain the Company's program. Allocation of compensation mix• Stockholders generally defer to the Committee to set the appropriate mix of cash and equity when determining the Named Executive Officers' targeted annual direct compensation, with a preference towards more compensation delivered as long-term incentives. •In February 2018, in lieu of annual merit increases to the base salary component of the Company's executive compensation program for the Named Executive Officers other than Dr. Kramer, the Committee determined to increase the targets under the Company's equity-based long-term incentive program to further align the Named Executive Officers' compensation with the interests of our stockholders. For Dr. Kramer, the Committee determined to increase his base salary for 2018 in order to further align his compensation with the compensation peer group. Vesting and performance periods•Some stockholders expressed a desire for longer vesting and/or performance periods for the Company's performance shares. •Beginning with the 2018 performance share awards, the Committee has added an additional year to the post-performance vesting period for a portion of the award. Accordingly, the February 2018 performance share awards that will vest based on 2018 performance and continued service will vest 50% in February 2020 and 50% in February 2021, rather than vesting 100% in February 2020 under the prior program design.•The Committee regularly reviews the vesting and performance periods for its long-term incentive program, considering in particular the economic and business conditions at the time the awards are granted and the Company's execution on its strategic operating plan. While the Committee believes that the Company has addressed many of the topics raised by the Company's stockholders during its 2017 and 2018 engagement efforts, the Company intends to continue to solicit feedback to assist in ongoing evaluations of the Company's compensation and governance practices. The Committee carefully considers feedback from the Company's stockholders regarding executive compensation matters. Stockholders are invited to express their views or concerns directly to the Committee or the Board in the manner described below under "Communicating“Communicating with the Board."![[MISSING IMAGE: tm212448d1-pc_ceobw.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-038714/tm212448d1-pc_ceobw.jpg)
What We Do: ✓ üPay-for-performance. A significant portion of the Named Executive Officers'Officers’ compensation is delivered in the form of variable compensation that is connected to actual performance. For 2018,2020, variable compensation comprised approximately 78%80% of the targeted annual direct compensation for Dr. Kramer and, on average, 57%61% of the targeted annual direct compensation for the other continuing Named Executive Officers, in each case, excluding our former Chief Financial Officer.the one-time “gap” performance share awards granted to each Named Executive Officer and the new hire compensation granted to Mr. Hoek in connection with his commencement of employment with the Company. ✓ üLinkage between quantitative performance measures and operating objectives. Performance measures for incentive compensation are linked to operating objectives informed by our business strategy and designed to create long-term stockholder value. ✓ ü"“Double trigger"trigger” in the event of a change-in-control. Other than with respect to a grandfathered compensation arrangement with oneFor all of our Named Executive Officers, in the event of a change-in-control, equity awards will accelerate upon a "double trigger" –“double trigger” — meaning that both a change in control and qualifying termination of employment must occur for automatic acceleration. ✓ üIndependent compensation consultant. The Committee retains its own compensation consultant to review the Company'sCompany’s executive compensation program and practices. ✓ üStock ownership guidelines. The Company'sCompany’s Chief Executive Officer is required to hold stock equal to a multiple of five times his base salary, and each of the Company'sCompany’s other continuing Named Executive Officers (other than our former Chief Financial Officer) is required to hold stock equal to a multiple of three times his base salary. ✓ üAnnual risk assessment. Based on our annual risk assessment, we have concluded that our compensation program does not present a risk that is reasonably likely to have a material adverse effect on the Company. ✓ üAnnual peer group review. The Committee, with the assistance of its independent compensation consultant, annually reviews the composition of the peer group used to evaluate and assess the Company'sCompany’s executive compensation program and makes adjustments to the composition of the group as it deems appropriate. ✓ What We Don't Do:Multi-year performance period.
Performance share awards are subject to two-year performance periods (with full vesting on the one-year anniversary of the Committee’s certification of performance), excluding the one-time “gap” performance share awards granted to each Named Executive Officer during 2020. ✓ TSR modifier. Performance share awards are subject to a +/- 15% vesting modifier based on the Company’s relative TSR performance over a two-year performance period. ✓ Clawback policy. In 2020, the Committee adopted a compensation clawback policy allowing the Company to recover incentive compensation paid to certain officers (including the Named Executive Officers) in the event of certain financial statement restatements. What We Don’t Do: × No change-in-control tax gross-ups. × ×The Company does not re-price stock options or buy-back equity grants. × ×The Company does not allow directors and key executives (including all Named Executive Officers) to hedge or pledge their Company securities. Table of Contents20182020 Executive Compensation Programtablegraphic below listssummarizes the material elements of the Company's 2018Company’s 2020 executive compensation program for the Company'sCompany’s Named Executive Officers. The Committee believes that the design of the Company'sCompany’s executive compensation program balances fixed and variable compensation elements, provides alignment with the Company'sCompany’s short and long-term financial and strategic priorities through the annual and long-term incentive programs, and provides alignment with stockholder interests. Annual Pay Element CompensationElementMethod for Establishingits Value(1)Why We Pay thisElementWho Established Objectives andParticipation Salary
Incentives
Restricted Stock Performance Shares
Who Receives
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Base Salary •Annually Subjective evaluation![[MISSING IMAGE: tm212448d1-icon_2arrowbw.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-038714/tm212448d1-icon_2arrowbw.jpg){kind=icon}
Form of roles and responsibilities, experience, individual performance and market data.Delivery •Cash ![[MISSING IMAGE: tm212448d1-icon_3arrowbw.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-038714/tm212448d1-icon_3arrowbw.jpg){kind=icon}
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Why We Pay Establish a pay foundation at competitive levels to attract and retain talented executives. •Chief Executive Officer recommended and the Committee approved base salaries for all Named Executive Officers other than Chief Executive Officer. Chief Executive Officer's base salary approved by the Committee. executives Annual Incentive •Annual incentive opportunity is based on a percentage of base salary.•Attainment is performance-based and measured over the one-year performance period. • over the year.•goals. •Chief Executive Officer recommended performance targets for Named Executive Officers other than the Chief Executive Officer.•Committee approved (i) performance targets for Named Executive Officers; (ii) performance objectives; and (iii) performance against performance objectives at year end. goals Long-Term Incentives – Performance Shares and Service-Based Restricted Stock •Long-term incentive opportunities based on a percentage of base salary.•Number of performance shares awarded is determined based on achievement of a performance goal measured over a one-year performance period, with fluctuations in the value of the award based upon stock price performance during post-performance vesting period.•Value of restricted stock is determined based on stock price fluctuations during vesting period. •Company'sCompany’s stockholders by focusingsubjecting payout to fluctuations in the executives on the Company's financialCompany’s stock price performance over the one-year performance period.•talent.talent •Chief Executive Officer recommended target grant levels for each Named Executive Officer other thanChief Executive Officer.•The Committee approved (i) target grant levels for Named Executive Officers; (ii)interests of executives with those of the Company’s stockholders by focusing the executives on the Company’s financial performance objectives;over the performance period and (iii) evaluation offurther subjecting payout to fluctuations in the Company’s stock price performance against objectives. Performance or Vesting Period 1 year 1 year 2 years (service) Annual Pay Element Salary
Incentives
Restricted Stock Performance Shares
Determined
Measures Individual Adjusted earnings per share, net sales, operating profit Change in Company stock price Adjusted EBITDA, Company stock price and, except with respect to the one-time “gap” awards, a relative TSR performance modifier (1)Please see the section entitled "How We Make Compensation Decisions" later in this Compensation Discussion & Analysis for further information regarding our compensation-setting process and use of market data.Officers'Officers’ total target compensation was incentive-based, delivered in the forms 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, operating profit and operating profit.total shareholder return. The following charts illustrate the mix of the targeted annual direct compensation for the Chief Executive Officer and the average targeted annual direct compensation for the other continuing Named Executive Officers, and the portion of that compensation that is at-risk. For purposes of these charts, the percentage of targeted annual direct compensation was determined based on the annual base salary and target incentive opportunities applicable to the Named Executive Officers as of December 31, 2018. In light2020 and these charts exclude the one-time “gap” performance share awards granted to each Named Executive Officer and the new hire compensation granted to Mr. Hoek in connection with his commencement of Ms. Aden's departure fromemployment with the Company in 2018, we have excluded her from these charts.
November 2017,October 2019, based on the compensation analysis performed by Willis Towers Watson as well as individual performance, for 2020, the Committee approvedincreased the 2018 annual base salaries for all of the then-serving Named Executive Officers. In February 2018, in lieu of annual merit increases to theMr. Hoek’s base salary component ofwas established when he joined the Company's executive compensation program for the Named Executive Officers other than Dr. Kramer, the Committee determined to increase the targets under the Company's equity-based long-term incentive program to further align the Named Executive Officers' compensation with the interests of our stockholders. Although the Committee did not approve a merit increase with respect to Mr. Fievez, Mr. Fievez's base salary increased above his 2017 level due to a statutory required adjustment to base salary in Luxembourg.For Dr. Kramer, the Committee determined to increase his base salary for 2018 in order to further align his compensation with the compensation peer group. In addition, effective July 1, 2018, the Committee approved an increase in Mr. Nuñez's annual base salaryCompany based on performance. In connection with the commencement of Mr. Wamser's employment withcompetitive market as well as the Company, the Committee, in consultation with its independentCompany’s historical compensation consultant, established Mr. Wamser's initial base salary level after considering market practices and the compensation received from Mr. Wamser's former employer.continuing Named Executive Officer for 20182020 and where applicable, 2017:Name
Base Salary
Base Salary Jeffrey Kramer, PhD $ 800,000 $ 749,000 R. Andrew Wamser, Jr. $ 462,338 $ 448,050 $ 441,720 N/A Ricardo Nuñez $ 459,199 $ 444,960 $ 460,793 $ 446,505 Name 2018 Annual
Base Salary
2017 Annual
Base Salary
Jeffrey Kramer, PhD $700,000 $650,000
R. Andrew Wamser, Jr.
$435,000
N/A
Michel Fievez(1)
$458,287
$468,927
Daniel Lister
$433,500
$433,500
Ricardo Nuñez(2)
$432,000
$400,000(1)Fievez'sHoek’s compensation iswas paid in Euros, and his 20172020 base salary was converted at the December 31, 20172020 exchange rate of 1.19941.227 Euros to the U.S. dollar,dollar. Mr. Hoek joined the Company on January 1, 2020 and his 2018 base salary was converted at the December 31, 2018 exchange rate of 1.1436 Euros to the U.S. dollar.(2)Mr. Nuñez's 2018 base salary represents hisdid not have an annual base salary in 2019.July 1, 2018. Prior to July 1, 2018, Mr. Nuñez's 2018August 14, 2020. The 2020 salary amount reflects his annualized base salary was $400,000.level.20182020 Annual Incentive ProgramOfficers areOfficer is provided with a cash-based award opportunity that may be earned if performance objectives are achieved over athe fiscal year, period, with potential payoutspayout 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'sCompany’s objectives. The 20182020 target annual incentive opportunities (as a percentage of base salary) for the continuing Named Executive Officers remained at the same levels that were established for 2017. Mr. Wamser's target annual incentive opportunity was established when he joined the Company after considering market practices as reported by Willis Towers Watson, the compensation received from Mr. Wamser's former employer, and internal pay equity, with any payout to be prorated to reflect his February 2018 start date.2019.Officers'Officers’ annual incentive opportunityopportunities reflecting their differing responsibilities and opportunities to affect business outcomes. In previous years, objectives had been established to measure corporate, business unit and individual performance. After considering stockholder feedback to more directly tie annual incentive compensation to Company performance and reduce emphasis on individual performance, beginning in 2018, the Committee eliminated the individual performance goal component, resulting in annual incentive payouts determined 100% based on Company and/or business unit performance.20182020 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, expenses of integrating recently acquired film and filtration businesses, the Company'sCompany’s prior year performance, as well asand the Company'sCompany’s internal long-term operating plan. All 2018 corporateThe Committee believed at the time that the performance targets were rigorous yet achievable, and business unit objectives excludetherefore established the targets so that they would be achieved, at the target performance level, if the Company successfully executed against its operating plan for 2020. Because these targets were set in February 2020, these targets were set prior to the time when the Company could have anticipated or known the impact of impairment and restructuring charges, purchase price amortization and currency fluctuationsthe impending COVID-19 pandemic.Name Corporate Business Unit Jeffrey Kramer, PhD 100% — R. Andrew Wamser, Jr. 100% — Omar Hoek 50% 50% Ricardo Nuñez 100% — 50% 50% excess of budget.Corporate Business Unit
100% —
performance.(1)Messrs. Fievez andAugust 2020, Mr. Lister were each allocated 50% of theirforfeited his 2020 annual incentive opportunityaward, which was scheduled to the achievement of goals relating to their business units of Engineered Papersvest based on Corporate and Advanced Materials & Structures respectively.
Officers during 2018: 2018 Objectives Results MEASUREMENT
METRICS
Threshold Target
(100%)
Outstanding Maximum Actual
Performance
Attainment
Percentage
Corporate Metric
100% Adjusted earnings per share(1)
$3.11
$3.38
$3.52
$3.65
$3.45
125.9%
Engineered Papers(2)
50% Net Sales (in millions)
$520.7
$553.9
$576.0
$598.2
$564.5
123.8%
50% Operating Profit (in millions)
$110.7
$117.7
$122.5
$127.2
$122.5
150.0%
Advanced Materials & Structures(3)
50% Net Sales (in millions)
$428.8
$466.1
$484.8
$503.4
$467.9
104.6%
50% Operating Profit (in millions)
$58.1
$63.2
$65.7
$68.3
$51.0
0%
2020 Objectives MEASUREMENT METRICS
(50%)
(100%)
(150%)
(200%) Corporate Metric $ 3.44 $ 3.74 $ 3.89 $ 4.04 Engineered Papers(2) 50% Net Sales (in millions) $ 504.2 $ 548.0 $ 569.9 $ 591.8 50% Operating Profit (in millions) $ 106.0 $ 115.2 $ 119.8 $ 124.4 Company'sCompany’s approved budget, and tobudget. To the extent not reflected in such budget, it excludes restructuring relatedrestructuring-related expenses and charges, purchase price accounting adjustments, certain transaction expenses,amortization, accretion of a specified earnout liability, the impact of future stock buybacks, unusual and non-recurring items determined in accordance with U.S. generally accepted accounting principles, and other adjustments consistent with the Company'sCompany’s past practice as approved by the Committee and calculated using actualbudgeted foreign exchange rates adjustedas reflected in the Company’s financial records. During 2020, the Committee modified the earnings per share performance metric to budget.(2)Performanceincrease the required performance goals excludedto reflect additional earnings per share attributable to Tekra, LLC and Trient, LLC, acquisitions (the “Tekra and Trient Acquisitions”) that occurred during 2020. Prior to the impact of CBAP/FPAPadjustments, the earnings per share performance goals were as follows: Threshold — $3.35; Target — $3.64; Outstanding — $3.79; and were calculated using actual foreign exchange rates, adjusted to budget.(3)CBAP/FPAPcross-border allocation of shared corporate services and was calculated using actualbudgeted foreign exchange rates, adjustedrates.budget.adjust the performance results to partially exclude certain costs incurred as a result of the COVID-19 pandemic. Accordingly, in determining results, the Committee excluded the unanticipated costs associated with: (i) additional spending on personal protective equipment and additional sanitation supplies; (ii) special bonuses paid to employees at our operating facilities in order to minimize plant shutdowns, particularly with respect to essential goods in the filtration business; (iii) additional customer freight expenses associated with expedited shipping required to accommodate our customer needs and which were driven by reduced shifts for safety reasons and government mandated plant closures; and (iv) costs incurred to perform additional sanitization procedures between shifts, the cost of moving equipment from sites shut down by government mandated closures to other operating facilities and increased costs for sourcing raw materials as a result of traditional sources being impacted by mandated government shutdowns (the costs described in clauses (i)-(iv), the “Excluded Costs”). While the Committee elected to adjust results to reflect the impact of the COVID-19 pandemic, it did so on a partial basis as it did not make any adjustments to reflect the loss of sales associated with plant shutdowns, including an eight week shutdown at our Ancram, New York facility. In addition, the Committee did not adjust results to account for reduced sales resulting from the shutdowns of some of the Company’s largest customers, such as auto manufacturers. The Committee determined that the adjustments noted above were consistent with the terms of the approved annual incentive program and were appropriate in order to recognize and reward the exceptional performance achieved during 2020 despite the associated challenges and to reward operating decisions that were made in order to protect our employees and minimize plant disruptions, particularly with respect to products that were deemed to be essential goods.MEASUREMENT
METRICS
(100%)
Performance
Percentage Corporate Metric 100% Adjusted earnings per share $ 3.74 $ 3.98 179.4% Engineered Papers 50% Net Sales (in millions) $ 548.0 $ 545.2 95.7% 50% Operating Profit (in millions) $ 115.2 $ 126.3 200.0% 20182020 target annual incentive opportunities for each continuing Named Executive Officer (expressed as a percentage of 20182020 base salary and in dollars) and the 20182020 annual incentive payouts received by each continuing Named Executive Officer.Name
(% of Base
Salary)
Award
Opportunity ($)
($)
as a %
of Target Jeffrey Kramer, PhD 100% $ 800,000 $ 1,435,427 179.4% R. Andrew Wamser, Jr. 60% $ 277,403 $ 497,793 179.4% 60% $ 265,032 $ 433,694 163.6% Ricardo Nuñez 60% $ 275,519 $ 494,360 179.4% 60% $ 276,476 — — Target Bonus
(% of Base
Salary)
Target Bonus
Award
Opportunity ($)
Final Bonus
($)
Final Bonus
as a %
of Target
100% $700,000 $881,213 125.9% (1)Mr. Wamser's annual incentive target for the year was prorated to reflect his February 2018 employment commencement with the Company.(2)amountamounts for Mr. Fievez wasHoek were converted at the December 31, 20182020 exchange rate of 1.14361.227 Euros to the U.S. dollar.(3)Nuñez'sLister forfeited his 2020 annual incentive target for 2018 was based on the actual salary that he earned in 2018 ($416,000).award.20182020 Long-Term Incentive Compensation2018,2020, the Committee granted our Named Executive Officers long-term incentive award opportunities for the 20182020-2021 performance cycleperiod 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.stock (excluding the one-time “gap” performance share awards described below). 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'sCompany’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'sCompany’s operating and strategic plan.![[MISSING IMAGE: tm212448d1-pc_serbasbw.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-038714/tm212448d1-pc_serbasbw.jpg)
20182020 performance cycleperiod was equal to 250%300% of base salary for Dr. Kramer and ranged from 65%75% – 100%130% for the other continuing Named Executive Officers. As noted above, in February 2018, in lieu of annual merit increases to the base salary component of the Company's executive compensation program for the Named Executive Officers other than Dr. Kramer, the Committee determined to increase the targets under the Company's equity-based long-term incentive program to further align the Named Executive Officers' compensation with the interests of our stockholders. As a result, in 2018,In 2020, the Committee increased Dr. Kramer'sKramer’s target opportunity, as a250%300% (from 200%270% in 2017)2019), Mr. Wamser’s target opportunity, as a percentage of base salary, to 130% (from 110% in 2019), and the target opportunities for Messrs. Fievez, Lister and Nuñez, as a percentage of base salary, to 65%85% (from 60%75% in 2017)2019), in each case based on individual performance andand/or in order to further align their total direct compensation with the market median. In considering Dr. Kramer's increase in particular, the Committee noted that Dr. Kramer's target total direct compensation was significantly below the competitive market as reported by Willis Towers Watson and increased his long-term incentive awardMr. Hoek’s target opportunity, in order to further align his target total direct compensation with the competitive median. Mr. Wamser's long-term incentive award target opportunityas a percentage of base salary, was established when he joined the Company at 100% of base salary, with his 2018 long-term incentive awards prorated to reflect his February 2018 start date. Mr. Wamser's long-term incentive opportunity was determined after consideringbased on the competitive market practices as reported by Willis Towers Watson andwell as the Company’s historical compensation received from Mr. Wamser's former employer.continuing Named Executive Officer under our 20182020 long-term incentive program (excluding the one-time “gap” performance share awards described below), expressed (i) as a percentage of 20182020 base salary and (ii) in dollars. The 20182020 long-term incentive award was delivered 65% in performance shares and 35% in service-based restricted stock.Name
(% of Base Salary)
Award Opportunity ($) Jeffrey Kramer, PhD 300% $ 2,400,000 R. Andrew Wamser, Jr. 130% $ 601,039 75% $ 303,156 Ricardo Nuñez 85% $ 390,319 85% $ 391,674 Name Target LTIP (% of Base Salary) Target LTIP Award Opportunity ($)
Jeffrey Kramer, PhD 250% $1,750,000
R. Andrew Wamser, Jr.(1)
100%
$393,287
Michel Fievez(2)
65%
$304,803
Daniel Lister
65%
$281,775
Ricardo Nuñez(3)
65%
$270,400(1)Wamser'sHoek’s target opportunity under our 2018 long-term incentive program was prorated based on his February hire date.(2)Mr. Fievez's target opportunity under our 20182020 long-term incentive program was established based upon his salary at the December 31, 20172019 exchange rate of 1.19941.1228 Euros to the U.S. dollar.(3)Nuñez's target opportunity under our 2018Lister forfeited his 2020 long-term incentive program was established based on the actual salary that he earned in 2018 ($416,000).awards.20182020 Performance Share Awardsannual incentive compensation, objectives for 2018 were establishedvesting based on the Company's prior yearCompany’s adjusted EBITDA performance during the performance period. The number of performance shares earned based on the Company’s adjusted EBITDA performance will be reduced by 15% if the Company’s TSR falls below the twentieth percentile of the S&P 600 Materials Index during the two-year performance period and will be increased by 15% if the Company's internal operating and strategic plan. The Committee also reviewed payout information forCompany’s TSR exceeds the last five years. Additionally, toeightieth percentile during the two-year performance period. To encourage retention over a three-year period, and to further align the interests of the Named Executive Officers with the Company's stockholders, 50% of any performance shares earned during the performance cycleperiod vest on each of the one- and two-year anniversariesone-year anniversary of Committee certification of the achievement of the performance objective,objectives, rather than immediately at the end of the two-year performance cycle.period. This vesting structure is designed to hold our Named Executive Officers accountable by subjecting a portion of the award to twothree full years of stock price fluctuation. For 2018,approved a design changemodified the adjusted EBITDA performance metric to increase the threshold vesting level from 25%required performance goals to 50% based on its reviewreflect additional adjusted EBITDA attributable to the Tekra and Trient Acquisitions. The modified adjusted EBITDA performance metric was designed to be rigorous yet achievable with the coordinated, cross-functional focus and effort of the competitive marketexecutives.Name
of Performance Shares for
2020-2021 Performance Period Jeffrey Kramer, PhD 35,772 R. Andrew Wamser, Jr. 8,958 Omar Hoek 4,518 Ricardo Nuñez 5,818 5,838 reporteda result of the COVID-19 pandemic, as they do not adjust for the loss of sales associated with plant shutdowns or reduced sales resulting from the shutdowns of some of the Company’s largest customers.Name
(Number of Shares) Jeffrey Kramer, PhD 19,262 R. Andrew Wamser, Jr. 4,824 Omar Hoek 2,434 Ricardo Nuñez 3,132 3,144 Willis Towers Watson. a one-year service-based vesting period.Name
Performance Share
Award (% of Base Salary)
Performance Share
Award Opportunity ($) Jeffrey Kramer, PhD 97.5% $ 780,000 R. Andrew Wamser, Jr. 42.25% $ 195,338 24.38% $ 98,526 Ricardo Nuñez 27.63% $ 126,854 27.63% $ 127,294 20182020 one-time “gap” performance sharesshare awards for eligible Named Executive Officers was based on the achievement of adjusted EBITDA. 2020 Objectives
50%
100%
150%
200% $ 199.5 $ 216.8 $ 225.5 $ 234.1 2018 Objectives Results Threshold
50%
Target
100%
Outstanding
150%
Maximum
200%
Actual
Performance
Attainment
Percentage
$191.6 $208.2 $216.6 $224.9 $204.4 88.5%
During 2020, the Committee modified the performance metrics to increase the required performance goals to reflect additional adjusted EBITDA attributable to the Tekra and Trient Acquisitions that occurred during 2020. Prior to the adjustments, the adjusted EBITDA performance goals were as follows (in millions): Threshold — $191.8; Target — $208.5; Outstanding — $216.8; and Maximum — $225.2.(1)restructuring relatedrestructuring-related expenses, purchase price accounting adjustments, merger-related transaction and integration costs and unusual and non-reoccurring items as determined in accordance with GAAP. Targets are stated and results are measured against the budgeted exchange rate.Company's 2018adjustment items noted above, the performance results for the 2020 one-time “gap” performance share awards, including a comparison to the adjusted EBITDA target, were as follows:
100% Actual Performance Attainment Percentage Adjusted EBITDA ($ millions) $ 216.8 $ 233.6 196.6% 88.5%196.6% of target. As a result, in February 2019,2021, the continuing Named Executive Officers other than Mr. Lister became eligible to receive the performance shares in the amounts set forth in the table below, with 50%100% vesting in each of February 2020 and February 2021,2022, subject to their continued employment through the applicable vesting date. 2018 Awards: Target Number of
Performance Shares
2018 Awards: Earned
Performance Shares
25,334 22,420 Name
Number of Performance
Shares
Performance Shares Jeffrey Kramer, PhD 17,886 35,164 R. Andrew Wamser, Jr. 4,479 8,806 Omar Hoek 2,259 4,442 Ricardo Nuñez 2,909 5,719 2,919 — Wamser's 2018 target numberLister forfeited his one-time “gap” award upon his resignation in August 2020.performance shares was proratedhis employment agreement and in connection with his February 2018 employment commencement.2018 Service-Based Restricted Stock AwardsPursuant to the service-based component of the 2018 award opportunity, in February 2018, the continuing Named Executive Officers were granted shares of restricted stock with respect to 35% of the 2018 annual equity awards, as set forth in the table below. One-half of the shares vested in February2019, and subject to continued employment with the Company, the remaining half will vest in February 2020.Name2018 Service-Based Restricted Stock(Number of Shares) Jeffrey Kramer, PhD13,642R. Andrew Wamser, Jr. 3,066Michel Fievez 2,376Daniel Lister 2,196Ricardo Nuñez 2,026Additional Service-Based Restricted Stock AwardsOn 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 vest 100% on the second anniversary of the grant date, subject to Mr. Fievez's continued employment with the Company through the vesting date. These restricted stock awards were granted to recognize the Named Executive Officers for their strong performance and to retain key executive talent.Chief Financial Officer Compensation ArrangementsEffective February 5, 2018, in accordance with the terms of an offer of employment entered into between the Company and Mr. Wamser, Mr. Wamser was appointed as the Company's Co-Chief Financial Officer. During a transition period through March 2, 2018, Mr. Wamser and Ms. Allison Aden served as Co-Chief Financial Officers of the Company. Effective March 2, 2018, Mr. Wamser assumed the position of Executive Vice President Finance, Chief Financial Officer, and Ms. Aden resigned as Chief Financial Officer but continued to serve as an employee of the Company in the role of Senior Financial Executive until April 27, 2018, at which point she ceased providing services to the Company.Compensation for Mr. WamserIn connection with Mr. Wamser's appointment as Chief Financial Officer, in February 2018, Mr. Wamser and the Company entered into an offer letter setting forth the initial termscommencement of his employment with the principal compensation elements as described above. Pursuant to the offer letter,Company, in January 2020, Mr. WamserHoek was eligible to receivepaid a sign-on bonus of $155,000; however, because the sign-on bonus was subject€50,000 ($56,140, based on a December 31, 2019 exchange rate of 1.1228 Euros to the condition that Mr. Wamser's previous employer fail to pay his 2017 bonus due to his resignation to accept employment with the Company, Mr. Wamser did not receive the sign-on bonus as his prior employer satisfied the bonus payment obligation. Additionally, on February 28, 2018, Mr. WamserU.S. dollar), and received a sign-on grant of 3,7507,000 shares of restricted stock, which will vest 50% on February 4,each of January 1, 2022 and 2024, subject to hisMr. Hoek’s continued employment withthrough the Company through suchapplicable vesting date. The Committee and Board approved Mr. Wamser's compensation packageterms of these new hire awards were determined after consulting with Willis Towers Watson and considering market data and the Company’s historical compensation practices as well as the compensation received fromdeemed necessary to induce Mr. Wamser's former employer, and internal pay equity.Transition Compensation for Ms. AdenIn connection with Ms. Aden's separation fromHoek to join the Company, the Company and Ms. Aden entered into a letter agreement. Under the letter agreement, Ms. Aden agreed to comply with certain non-competition and non-solicitation obligations and other restrictive covenants during the time she performed services for or on behalf of the Company pursuant to the letter agreement. In addition, Ms. Aden agreed to certain ongoing cooperation obligations, including assistance in the transition of her duties, and to provide certain releases and waivers as contained in the letter agreement. Under the letter agreement, Ms. Aden did not participate in the Company's 2018 annual incentive program or the 2018 long-term incentive program and instead received a separate lump sum cash payment in lieu of a 2018 annual incentive payment. In addition, Ms. Aden was eligible to receive a $100,000 performance bonus based on her successful transition of her duties and responsibilities prior to her separation date, which was paid in May 2018. As consideration for the restrictive covenants contained in Ms. Aden's letter agreement, Ms. Aden also received accelerated vesting on a pro-rata basis for certain sign-on restricted stock awards granted in connection with Ms. Aden's sign-on incentives and continuing eligibility for vesting of certain currently outstanding restricted shares through her separation date and a lump sum gross payment of $457,600. The Committee determined the amounts to be paid pursuant to the terms of Ms. Aden's letter agreement based on her previously executed severance agreement and the period of time Ms. Aden's services were expected to be needed for the efficient transition of Chief Financial Officer duties to Mr. Wamser. Please see the discussion below under "Potential Payments upon Termination or Change of Control" for further information regarding the amounts to be paid to Ms. Aden under the terms of the letter agreement."Guidelines"“Guidelines”), which require the Company'sCompany’s executive officers, including the continuing 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'sCompany’s executive officers with the long-term interests of the Company'sCompany’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'sCompany’s Chief Executive Officer is required to hold stock equal to a multiple of five times his base salary and each of the Company'sCompany’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 servingcontinuing Named Executive Officers has either What Counts Toward the Guidelines
What Does Not Count
Toward the Guidelines ü ü✓ ü✓ ü✓ ü✓ Compensation Committee takes into account the Chief Executive Officer'sOfficer’s review of each executive officer'sofficer’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'sCommittee’s fall and winter meetings, the Committee meets at other timesCompany'sCompany’s executive compensation program. When Action
is Taken
What Action Is Taken Prior Year: October – November Committee'sCommittee’s independent compensation consultant to review the annual competitive compensation analysis Committee'sCompany'sCompany’s executive compensation practices compared to the peer group officers'executive officers’ base salaries for the upcoming year
year'syear’s performance and determines incentive compensation payouts providesprovided executive compensation consulting services to the Committee. With respect to 2018,2020, Willis Towers Watson provided services related to the review of 20182020 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'sCompany’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 other services to the Company in 2018.2020. 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.2018,2020, 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 interestsof the Company and its stockholders.highly talented executives. Compensation paid to the executive team is based on competitive market data developed annually by Willis Towers Watson.20172019 for evaluating 20182020 compensation was intended to reflect the scope of an executive'sexecutive’s responsibilities, experience in the position, and competitive market conditions. The October 20172019 compensation analysis relied on published survey data and proxy statement data from a peer group of companies.20172019 compensation analysis was the following published survey data compiled by Willis Towers Watson:Officers –Officers: Willis Towers Watson's 2017 Compensation DatabaseWatson’s 2019 General Industry Executive Database; Willis Towers Watson's 2016Compensation Survey Report on Top Management Compensation; and Mercer's 2017Mercer’s 2019 Executive Benchmark Database•Luxembourg –Luxembourg: Willis Towers Watson's 2017Watsons’s 2019 Belgium Executive Compensation Database20182020 using an annual aging factor of 3.0% per year.20172019 compensation analysis also relied on proxy statement data from a peer group of 1516 companies to supplement the survey data discussed above. The Committee believes that the Company'sCompany’s peer group should reflect the industries in which the Company potentially competes for business, executive talent and capital, as well as the Company'sCompany’s significant international operations.20182020 compensation decisions consisted of the companies below. This is the same peer group that was used for evaluating 20172019 compensation decisions, with the exception of (i) the removal of AEP IndustriesKapStone Paper and Packaging Corporation, Multi-Color Corporation, OMNOVA Solutions Inc. and PH Glatfelter Company due to it being acquiredmergers and Calgon Carbon, Louisiana-Pacific Corporation and Myers Industries due to dissimilarity of industryacquisitions activity and (ii) the addition ofAptarGroup, Ferro Corporation, H.B. Fuller Company, Kraton Corporation, Mercer International Inc., Lydall, and Myers Industries, Inc., Multi-Color Corporation, and PolyOne Corporation based on comparability of size and business attributes. Peer Group Revenues
(in millions)*
Market Cap
Monthly
(in millions)
(as of
July 18, 2017)
International
Business
(~% of Total
Revenues
Outside of the U.S.)
AptarGroup, Inc. $2,331 $5,602 73% Balchem Corporation $553 $2,495 24% Clearwater Paper Corporation $1,735 $802 4% Deluxe Corporation $1,849 $3,399 4% Innospec, Inc. $883 $1,555 46% Innophos Holdings $725 $842 42% KapStone Paper and Packaging Corporation $3,077 $2,171 17% Lydall, Inc. $567 $853 67% Minerals Technologies $1,638 $2,598 43% Multi-Color Corporation $871 $1,324 45% Neenah Paper, Inc. $942 $1,339 23% OMNOVA Solutions Inc. $760 $447 40% PH Glatfelter Company $1,611 $877 43% PolyOne Corporation $3,340 $3,140 36% Quaker Chemical Corporation $747 $1,968 54% 75th Percentile $1,792 $2,546 45% Median $942 $1,555 42% 25th Percentile $753 $865 23% Company** $1,063 $1,164 56% Peer Company
(in millions)*
(in millions)
(as of July 31, 2019)
(~% of Total Revenues
Outside of the U.S.) AptarGroup, Inc. $ 2,765 $ 7,648 74% Balchem Corporation $ 644 $ 3,319 25% Clearwater Paper Corporation $ 1,724 $ 324 4% Deluxe Corporation $ 1,998 $ 1,916 6% Ferro Corporation $ 1,612 $ 1,207 76% H.B. Fuller Company $ 3,041 $ 2,434 55% Innospec, Inc. $ 1,477 $ 2,286 56% Innophos Holdings, Inc. $ 802 $ 530 39% Kraton Corporation $ 2,012 $ 972 63% Lydall, Inc. $ 786 $ 414 46% Mercer International Inc. $ 1,458 $ 855 93% Minerals Technologies Inc. $ 1,808 $ 1,876 47% Myers Industries, Inc. $ 567 $ 573 9% Neenah, Inc. $ 1,035 $ 1,108 31% PolyOne Corporation $ 3,533 $ 2,519 43% Quaker Chemical Corporation $ 868 $ 2,499 58% 75th Percentile $ 2,001 $ 2,450 60% Median $ 1,545 $ 1,542 46% 25th Percentile $ 851 $ 785 29% Company** $ 1,130 $ 1,064 51% representrepresents revenue for the most recent fiscal year end available to Willis Towers Watson at the time Willis Towers Watson compiled the data in October 2017.Company'sCompany’s projected revenues (including joint ventures) for 20172019 at the time Willis Towers Watson compiled the data in October 2017.2019.20182020 target total direct compensation to be competitive if it falls with +/-20% of the market median. The analysis evaluates the following components:••••
Table of ContentsIn addition, the Committee, in consultation with Willis Towers Watson, considered the total target direct compensation of this same peer group in connection with the commencement of the employment of Mr. Wamser.Company'sCompany’s 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."Compensation“Compensation Discussion & Analysis"Analysis” with management."Compensation“Compensation Discussion & Analysis"Analysis” be included in the Company's 2019Company’s 2021 Proxy Statement and incorporated by reference into the Company'sCompany’s Annual Report on Form 10-K for the year ended December 31, 2018.2020.
Deborah Borg
Marco Levi
Kimberly E. Ritrievi, ScDCOMPENSATION COMMITTEE OF THE BOARD OF DIRECTORSClaire L. Arnold (Chair)Dr. Kimberly E. RitrieviAnderson D. Warlick20182020 and, to the extent required by the SEC executive compensation disclosure rules, 20172019 and 2016.2018. For 2018,2020, our Named Executive Officers were our Chief Executive Officer, our Chief Financial Officer, our former Chief Financial Officer and our other three most highly compensatedtwo executive officers who served in such capacities as of December 31, 2018.2020 and one former executive officer of the Company.Name and principal position
(a)
(b)
($)
(c)
($)
(d)(1)
Awards
($)
(e)(2)
Awards
($)
(f)
Incentive Plan
Compensation
($)
(g)(3)
Pension Value
and Non-
qualified
Deferred
Compensation
Earnings
($)
(h)(4)
Compensation
($)
(i)
($)
(j)
Chief Executive Officer(5) 2020 $ 800,000 — $ 3,110,928 — $ 1,435,427 — $ 411,519 $ 5,757,874 2019 $ 749,000 — $ 4,231,539 — $ 1,490,052 — $ 222,348 $ 6,692,939 2018 $ 700,000 — $ 1,445,014 — $ 881,213 — $ 224,548 $ 3,250,775
EVP, Finance and CFO(6) 2020 $ 462,338 — $ 779,060 — $ 497,793 — $ 93,183 $ 1,832,374 2019 $ 448,050 — $ 1,187,906 — $ 534,807 — $ 376,330 $ 2,547,093 2018 $ 393,287 — $ 474,991 — $ 297,060 — $ 181,482 $ 1,346,820 Omar Hoek
EVP, Engineered Paper(7) 2020 $ 441,720 $ 61,350 $ 641,899 — $ 433,694 $ 41,645 $ 36,401 $ 1,656,709
EVP, General Counsel and Secretary(8) 2020 $ 459,199 — $ 505,934 — $ 494,360 — $ 79,274 $ 1,538,767 2019 $ 444,960 — $ 823,521 — $ 531,119 — $ 76,715 $ 1,876,315 2018 $ 416,000 — $ 219,984 — $ 314,215 — $ 31,189 $ 981,388
Former EVP, Advanced
Materials & Structures(9) 2020 $ 301,288 — $ 507,555 — — — $ 29,149 $ 837,992 2019 $ 446,505 — $ 826,001 — $ 446,592 — $ 31,758 $ 1,750,856 2018 $ 433,500 — $ 232,647 — $ 231,756 — $ 16,961 $ 914,864
principal position (a) Year
(b) Salary($)
(c) Bonus ($)
(d) Stock
Awards
($)
(e)(1) Option
Awards
($)
(f) Non-
Equity
Incentive
Plan
Compensation
($)
(g)(2) Change in
Pension
Value and
Non-
qualified
Deferred
Compensation
Earnings
($)
(h) All Other
Compensation
($)
(i) Total($)
(j)
2018 $700,000 — $1,445,014 — $881,213 — $224,548 $3,250,775 2017 $454,110 $157,000 $1,098,199 — $556,199 — $387,695 $2,653,202
2018
$393,287
—
$474,991
—
$297,060
—
$181,482
$1,346,820
2018
$458,287
—
$251,719
—
$352,515
$14,150
$80,007
$1,156,678 2017 $468,927 — $237,842 — $327,322 $6,201 $139,599 $1,179,891 2016 $397,284 — $185,335 — $329,371 $10,029 $470,198 $1,392,217
2018
$433,500
—
$232,647
—
$231,756
—
$16,961
$914,864 2017 $433,500 $16,000 $249,546 — $259,241 — $41,625 $999,912 2016 $202,692 $16,000 $105,712 — $125,418 — $25,628 $475,451
2018
$416,000
—
$219,984
—
$314,215
—
$31,189
$981,388 2017 $387,868 — $209,950 — $258,816 — $19,218 $875,852
2018
$158,400
—
$395,383
—
$100,000
—
$606,825
$1,260,608 2017 $457,600 — $504,902 — $386,994 — $92,795 $1,442,291 2016 $440,000 — $382,612 — $383,005 — $43,208 $1,248,825 (1)amountsamount reported in this column for 2018 represent (a) the performance share awards and restricted stock awards that were awarded as partMr. Hoek for 2020 represents a sign-on bonus of the 2018 annual equity grants, (b) the sign-on restricted stock awarded to Mr. Wamser€50,000 paid in connection with the commencement of his employment with the Company in January 2020. As indicated below, this amount has been converted at the December 31, 2020 exchange rate of 1.227 Euros to the U.S. dollar.(c) the incremental fair value associated with modifications to certain outstanding equityservice-based restricted stock awards held by Ms. Aden, in each case,and one-time “gap” performance share awards, valued in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation ("(“FASB ASC Topic 718"718”). As discussed above in the "Compensation Discussion & Analysis," in connection with her separation, Ms. Aden received accelerated vesting on a pro-rata basis for certain restricted stock awards granted in connection with Ms. Aden's sign-on incentives and continuing eligibility for vesting of certain currently outstanding restricted stock awards through her separation date. The amounts included in this column for the performance share awards and one-time “gap” performance share awards are calculated based on the probable satisfaction of the performance conditions for such awards at the time of grant. Assuming the highest level of performance would have been achieved for the performance shares and one-time “gap” performance share awards, the maximum value of these awards at the grant date would be as follows: Dr. Kramer $2,576,902;$4,344,659; Mr. Wamser $579,132;$1,088,048; Mr. Fievez $448,824;Hoek $548,806; Mr. Nuñez $706,582; and Mr. Lister $414,925; and Mr. Nuñez $382,869.$709,027. See Note 19 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 20182020 for a discussion of the relevant assumptions used in calculating the amounts reported for the applicable year.(2)20182020 represent (a) annual incentive awards earned based on 20182020 performance for each Named Executive Officer than Ms. Aden and (b)Officer.case of Ms. Aden, a performance-based bonus based on her successful transition of her dutieschange in connection with her separation. Please seehis accumulated benefits under the "Compensation Discussion & Analysis" for further information regarding the 2018 annual incentive program and Ms. Aden's transition bonus.Luxembourg Pension Plan.(3)20182020 in column (i) for Dr. Kramer consists of (a) $64,214$125,703 in CompanyCompany'sCompany’s Deferred Compensation Plan, (b) $56,758$250,290 in dividends on unvested restricted stock awards, (c) $14,192$11,600 in 401(k) savings plan matching contributions, (d) $9,081$11,926 in Company-paid life and disability insurance premiums, (e) $10,00010,000 in travel and parking benefits and (f) $70,303 in trailing relocation expenses which include: (i) $38,421 for taxable expenses and (ii) $31,882 for tax preparation fees of $2,000.gross-ups. The amounts included with respect to the relocation expenses were valued on the basis of the aggregate incremental cost to the Company and represent the amount accrued for payment or paid to the service provider or Dr. Kramer, as applicable.(4)20182020 in column (i) for Mr. Wamser consists of (a) $11,792$75,286 in dividends on unvested restricted stock awards, (b) $11,138$11,600 in 401(k) savings plan matching contributions, and (c) $2,121$6,297 in Company-paid life and disability insurance premiums, and (d) $156,431 in relocation expenses which include: (i) $83,767 for taxable expenses; (ii) a $16,000 taxable transfer allowance; and (iii) $56,664 for tax gross-ups. The amounts included with respect to the relocation expenses were valued on the basis of the aggregate incremental cost to the Company and represent the amount accrued for payment or paid to the service provider or premiums.Wamser, as applicable.(5)Mr. Fievez'sHoek’s compensation was paid in Euros and, other than with respect to his new hire bonus, has been converted at the December 31, 20182020 exchange rate of 1.14361.227 Euros to the U.S. dollar for 2018 compensation, December 31, 2017 exchange rate of 1.1994 Euros to the U.S. dollar for 2017 compensation, and December 31, 2016 exchange rate of 1.0568 Euros to the U.S. dollar for 20162020 compensation. The amount reported for 20182020 in column (i) for Mr. FievezHoek consists of (a) $12,155$16,488 in Company payments of an automobile lease, (b) $742 in lunch vouchers, (c) $16,604 in dividends on unvested restricted stock awards, and (d) $2,567 in Company-paid life and disability insurance premiums.$4,184$11,600 in 401(k) savings plan matching contributions, and (c) $9,714 in Company-paid life and disability insurance premiums, (c) $12,847 in Luxembourg holiday pay, (d) $13,300 representing the lease and insurance expense associated with a Company-provided car, (e) $7,500 in tax preparation services, (f) $8,777 in contributions to his Luxembourg Pension, (g) $7,719 in a housing allowance, and (h) $13,525 in a goods and services allowance. The amount reported in the Change in Pension and Non-qualified Deferred Compensation Earnings represents the change in accumulated benefits under the Luxembourg Pension Plan and a French Pension Plan. The amounts included with respect to premiums.Fievez's allowances were valued on the basis of the aggregate incremental cost toLister resigned from the Company and representin August 2020. Mr. Lister did not receive any separation benefits in connection with his resignation from the amount accrued for payment or paid to Mr. Fievez.(6)20182020 in column (i) for Mr. Lister consists of (a) $11,904$24,710 in dividends on unvested restricted stock awards and (b) $5,057$4,439 in Company-paid life and disability insurance premiums.(7)The amount reported for 2018 in column (i) for Mr. Nuñez consists of (a) $12,155 in dividends on unvested restricted stock awards, (b) $12,436 in 401(k) savings plan matching contributions, and (c) $6,598 in Company-paid life and disability insurance premiums.(8)Ms. Aden stepped down as Executive Vice President, Finance and Chief Financial Officer on March 2, 2018, but remained employed with the Company as a Senior Financial Executive until April 27, 2018. The amount reported for 2018 in column (i) for Ms. Aden consists of (a) $4,936 in dividends on unvested restricted stock awards, (b) $14,980 in 401(k) savings plan matching contributions, (c) $1,816 in Company-paid life and disability insurance premiums, (d) $457,600 in severance; (e) $16,687 for accrued but unpaid paid time off, (f) $8,128 for COBRA premiums for continued health coverage; and (g) $102,678 paid in lieu of Ms. Aden's participation in the 2018 annual incentive program. Please see the "Compensation Discussion and Analysis – Transition Compensation for Ms. Aden" and the "Potential Payments upon Termination or Change of Control" for further information regarding the terms of Ms. Aden's separation.2018.2020.Name
Date
Under Non-Equity Incentive
Plan Awards(1)
Under Equity Incentive
Plan Awards
Stock Awards:
Number of
Shares of Stocks
or Units
(#)(j)(2)
Date
Fair Value
of Stock
Awards
($)(k)(3)
($)(d)
($)(e)
($)(f)
(#)(g)
(#)(h)
(#)(i) Jeffrey Kramer, PhD N/A $ 400,000 $ 800,000 $ 1,600,000 — — — — — — — — 17,886 35,772 90,825 — $ 1,233,776 — — — 8,943 17,886 35,772 — $ 1,212,806 2/19/20 — — — — — — 19,262 $ 664,346 R. Andrew Wamser, Jr. N/A $ 138,702 $ 277,403 $ 554,806 — — — — — — — — 4,479 8,958 22,741 — $ 308,961 — — — 2,240 4,479 8,958 — $ 303,719 2/19/20 — — — — — — 4,824 $ 166,380 Omar Hoek N/A $ 132,516 $ 265,032 $ 530,064 — — — — — 1/30/20 — — — — — — 7,000 $ 248,920 — — — 2,259 4,518 11,470 — $ 155,825 — — — 1,130 2,259 4,518 — $ 153,205 2/19/20 — — — — — — 2,434 $ 83,949 Ricardo Nuñez N/A $ 137,760 $ 275,519 $ 551,038 — — — — — — — — 2,909 5,818 14,768 — $ 200,663 — — — 1,455 2,909 5,818 — $ 197,248 2/19/20 — — — — — — 3,132 $ 108,023 Daniel Lister N/A $ 138,238 $ 276,476 $ 552,952 — — — — — — — — 2,919 5,838 14,819 — $ 201,180 — — — 1,460 2,919 5,838 — $ 197,938 2/19/20 — — — — — — 3,144 $ 108,437 All Other Stock Awards: Grant Grant Approval Estimated Future Payouts Estimated Future Payouts Number of Date Date Date Under Non-Equity Incentive Under Equity Incentive Shares of Fair Value (b) (c) Plan Awards(1) Plan Awards(2) Stocks or of Stock Threshold
($)(d) Target ($)
(e) Maximum
($)(f) Threshold
(#)(g) Target
(#)(h) Maximum
(#)(i) Units
(#)(j)(3) Awards
($)(k)(4) 2/28/18 2/28/18 – – – 12,667 25,334 64,310 – $898,409 2/28/18 2/28/18 – – – – – – 13,642 $546,645 2/28/18 2/28/18 – – – 2,847 5,693 14,453 – $201,913 2/28/18 2/28/18 – – – – – – 3,066 $122,855 2/28/18 1/4/18 – – – – – – 3,750 $150,263 2/28/18 2/28/18 – – – 2,206 4,413 11,201 – $156,473 2/28/18 2/28/18 – – – – – – 2,376 $95,206 2/28/18 2/28/18 – – – 2,040 4,079 10,355 – $144,653 2/28/18 2/28/18 – – – – – – 2,196 $87,994 2/28/18 2/28/18 – – – 1,882 3,764 9,555 – $138,802 2/28/18 2/28/18 – – – – – – 2,026 $81,182 (5) (5) – – – – – – 8,614 $395,383 (1)Except as noted below with respect to Ms. Aden, theseThese amounts consist of the threshold, target and maximum cash award levels under the 20182020 annual incentive program. The amount reported for Ms. Aden represents a transition bonus payable upon the successful transition of her duties. The amount actually earned by each Named Executive Officer is included in the Non-Equity Incentive Plan Compensation column in the 20182020 Summary Compensation Table. Please see "Compensation Discussion & Analysis" for further information regarding the 2018 annual incentive awards and Ms. Aden's transition bonus.(2) amounts represent the threshold, target and maximum performance shares that could have been earned during the 2018 performance cycle under the Company's 2015 LTIP. These performance shares were earned based on the Company's adjusted EBITDA performance and will vest 50% on each of the first and second anniversaries of the date on which the Committee certifies the adjusted EBITDA achievement level, subject to the Named Executive Officer's continued employment through such dates.(3)For each award reported in this column other than Mr. Wamser's grant of 3,750 shares of restricted stock and as noted in footnote 5 below, these amounts represent shares of time-basedservice-based restricted stock granted pursuant to the long-term incentive award opportunities under the Company'sCompany’s 2015 LTIP, which with respect to awards held by the Named Executive Officers other than Mr. Lister and other than the restricted stock award granted to Mr. Hoek on January 30, 2020, vested or50% in February 2021 and will vest 50% in February 2019 and 50% in February 2020,2022, subject to the Named Executive Officer'sOfficer’s continued employment through the applicable vesting date. The amount for Mr. Wamser includes a grant of 3,750 shares of time-based restricted stock under the Company's 2015 LTIP, whichaward granted to Mr. Hoek on January 30, 2020 will vest in February50% on each of January 1, 2022 and 2024, subject to the Mr. Wamser'sHoek’s continued employment through the applicable vesting date. Mr. Lister’s unvested service-based restricted stock was forfeited in connection with his resignation in August 2020.(4)2018,2020, for a discussion of the relevant assumptions used in calculating the amounts.(5)This amount representsnumber ofthreshold, target and maximum performance shares that could be earned during the 2020-2021 performance period under the Company’s 2015 LTIP. These performance shares may be earned based on the Company’s adjusted EBITDA performance, subject to outstanding equity awards thata +/- 15% modifier based on the Company’s TSR performance during the 2020-2021 performance period, and, with respect to the Named Executive Officers other than Mr. Lister, will vest on the first anniversary of the date on which the Committee certifies the adjusted EBITDA and TSR achievement levels, subject to the Named Executive Officer’s continued employment through such date. Mr. Lister’s performance shares were modified by the Companyforfeited in connection with Ms. Aden's separation fromhis resignation in August 2020.Companythreshold, target and does not reflect a new equity grant. As noted inmaximum performance shares that could have been earned during the "Compensation Discussion & Analysis," in 2018,2020 performance period pursuant to the vesting termsone-time “gap” performance share awards under the Company’s 2015 LTIP. These performance shares were earned based on the Company’s adjusted EBITDA performance and, with respect to the Named Executive Officers other than Mr. Lister, will vest on the first anniversary of certain of Ms. Aden's outstanding equity awards were modifiedthe date on which the Committee certifies the adjusted EBITDA achievement level, subject to the Named Executive Officer’s continued employment through such date. Mr. Lister’s one-time “gap” performance share award was forfeited in connection with her separation from the Company to allow her to vesthis resignation in a portion of such awards. The Committee approved this modification on January 4, 2018 in connection with the approval of the terms of Ms. Aden's letter agreement, as further described in the "Compensation Discussion & Analysis."August 2020.2018.Name
Shares
or Units of
Stock That
Have Not
Vested (#)
Shares or Units of
Stock That Have Not
Vested ($)(1)
Number of
Unearned Shares, Units or
Other Rights That Have Not
Vested (#)(2)
Market or Payout Value of
Unearned Shares, Units or
Other Rights That Have Not
Vested ($)(1) Jeffrey Kramer, PhD 177,374(3) $ 7,132,209 90,825 $ 3,652,073 R. Andrew Wamser, Jr. 51,584(4) $ 2,074,193 22,741 $ 914,416 Omar Hoek 13,876(5) $ 557,954 11,470 $ 461,209 Ricardo Nuñez 38,650(6) $ 1,554,117 14,768 $ 593,821 NameNumber(1) Sharesor Units of StockThat Have NotVested (#)Market Value ofShares or Units ofStock That Have NotVested ($)(6)Jeffrey Kramer, PhD54,669(1)$1,369,458R. Andrew Wamser, Jr.11,854(2)$296,943Michel Fievez10,747(3)$269,212Daniel Lister10,491(4)$262,800Ricardo Nuñez10,490(5)$262,775(1)Includes 13,642 shares (6,821that may be earned based on the Company’s EBITDA and relative TSR performance over the 2020-2021 performance period and which will vest, to the extent earned, on February 28, 2023, subject to the Named Executive Officer’s continued employment through the applicable vesting date. In accordance with the SEC executive compensation disclosure rules, the amounts reported with respect to the shares that may be earned based on the Company’s EBITDA performance over the 2020-2021 performance period are based on achieving the maximum performance goals.20192021 and 2020)2022); 3,648and 35,164 shares earned based on 2020 performance which will vest on February 28, 2022, in each case, subject to Dr. Kramer’s continued employment through the applicable vesting date.22, 2019; 2,25020, 2021; 3,750 shares that will vest on April 21, 2021; 12,709 performanceFebruary 5, 2022; 5,000 shares earned basedthat will vest on 2017 performance (which vested on FebruaryJanuary 28, 2019); and 22,4202023; 2,519 shares earned based on 2018 performance (11,210 of which will vestthat vested on each of February 28, 2020 and 2021), in each case, subject to Dr. Kramer's continued employment through the applicable vesting date.(2)Includes 3,0662021; 23,423 shares (1,533earned based on 2019 performance (11,712 of which vested or will vest on each of February 28, 20192021 and 2020)2022); 3,750and 8,806 shares earned based on 2020 performance that will vest on February 5, 2022; and 5,03828, 2022, in each case, subject to Mr. Wamser’s continued employment through the applicable vesting date.earned based on 2018 performance (2,519(3,500 of which will vest on each of January 1, 2022 and 2024); 2,434 shares (1,217 of which vested or will vest on each of February 19, 2021 and 2022); and 4,442 shares earned based on 2020 performance that will vest on February 28, 2020 and 2021),2022, in each case, subject to Mr. Wamser'sHoek’s continued employment through the applicable vesting date.(3)Includes 2,376(1,188(1,566 of which vested or will vest on each of February 19, 2021 and 2022); 2,208 shares that vested on February 20, 2021; 5,000 shares that will vest on September 30, 2021; 5,000 shares that will vest on January 2, 2023; 1,732 shares earned based on 2018 performance that vested on February 28, 2021; 15,859 shares earned based on 2019 performance (7,930 of which vested or will vest on each of February 28, 20192021 and 2020)2022); 996 shares that vested on February 22, 2019; 3,469 performanceand 5,719 shares earned based on 20172020 performance (which vestedthat will vest on February 28, 2019); and 3,906 shares earned based on 2018 performance (1,953 of which will vest on each of February 28, 2020 and 2021),2022, in each case subject to Mr. Fievez'sNuñez’s continued employment through the applicable vesting date.(4)Includes 2,196 shares (1,098 of which vested or will vest on each of February 28, 2019 and 2020); 1,045 shares that vested on February 22, 2019; 3,640 performance shares earned based on 2017 performance (which vested on February 28, 2019); and 3,610 shares earned based on 2018 performance (1,805 of which will vest on each of February 28, 2020 and 2021), in each case subject to Mr. Lister's continued employment through the applicable vesting date.(5)Includes 2,026 shares (1,013 of which vested or will vest on each of February 28, 2019 and 2020); 5,000 shares that will vest on September 30, 2021; and 3,464 shares earned based on 2018 performance (1,732 of which will vest on each of February 28, 2020 and 2021), in each case subject to Mr. Nuñez's continued employment through the applicable vesting date.(6)Value calculated using the December 31, 2018 closing share price of $25.05.20182020 for each of the Named Executive Officers.Name
Acquired on Vesting (#) Value Realized on Vesting ($) Jeffrey Kramer, PhD 31,411 1,105,003 R. Andrew Wamser, Jr. 7,313 257,088 Omar Hoek — — Ricardo Nuñez 4,953 174,123 Daniel Lister 5,119 180,038 Name Number of Shares
Acquired on
Vesting (#) Value Realized on
Vesting ($)
5,898
245,094
—
—
10,825
433,471
5,358
215,414
—
—
28,178
1,128,289Fievez'sHoek’s pension benefits under the Luxembourg pension plan and the SWM-France defined contribution retirement plan.as of December 31, 2020.Name Plan
of Credited
Service (#)
Accumulated
Benefit ($)
During Last
Fiscal Year Omar Hoek Luxembourg Pension 1 $ 41,645 — Name Plan Number of Years
of Credited
Service(#) Present Value of
Accumulated
Benefit ($) Payments
During Last
Fiscal Year
Michel Fievez Luxembourg Pension 3.3 $53,187 —
SWM France Defined Contribution Retirement Plan
5.5
$43,496
—Fievez participatesHoek participated in the Company'sCompany’s supplemental defined pension contribution plan for Luxembourg employees, which was adopted during 2016. This is a social supplemental plan that provides annuitized income to the participant upon retirement, in addition to the standard insured social retirement benefit. The present value of contributions accrued for his benefit as of December 31, 2020, shown in dollars, was converted from Euros at the December 31, 20182020 exchange rate of 1.1436.Prior1.227 Euros to his relocationthe U.S. dollar.Luxembourg, Mr. Fievez participated in a national retirement arrangement required by French law. In connection with his relocation, Mr. Fievez's plan under French law was frozen until Mr. Fievez recommenced active participationparticipate in the French plan or until his eligible retirement under French law.2018 NON-QUALIFIED DEFERRED COMPENSATIONour Named Executive OfficersDr. Kramer and Mr. Nuñez pursuant to the terms of our Deferred Compensation Plan.Name
contributions in
last FY ($)(1)
contributions in
last FY ($)(2)
earnings in last
FY ($)
withdrawals /
distributions
balance at last
FYE ($)(3) Jeffrey Kramer, PhD $ 225,980 $ 125,703 $ 82,639 — $ 946,326 Ricardo Nuñez — — $ 5,938 — $ 60,368 Name Executive
contributions in
last FY ($)(1) Registrant
contributions in
last FY ($)(2) Aggregate
earnings in last
FY ($) Aggregate
withdrawals /
distributions Aggregate
balance at last
FYE ($)
$70,000
$64,214
$(4,284)
—
$217,529
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
$95,399
—
$(10,288)
$(327,346)
—(1)All contributions in 2018 relating to 2018were reported as compensationreceived under the annual incentive program and are included in the 2018“Salary” and “Non-Equity Incentive Plan Compensation” columns in the 2020 Summary Compensation Table. Contributions relating to prior years are not included as 2018 compensation.(2)contributions."management"“management” and "highly“highly compensated employees"employees” as defined in the Employee Retirement Income Security Act of 1974, as amended. The Company may, with Committee approval, make cash contributions to a participant'sparticipant’s account in the Deferred Compensation Plan.officer'sofficer’s behalf by the Company, can be invested at the officer'sofficer’s election in an account that tracks, but does not actually invest in, some of the fund elections available under the Company'sCompany’s 401(k) savings plan. The participating officer bears the investment risk. The Company makes no guaranty as to the return of the principal amount of any funds deferred or of any income thereon. The funds remain subject to the Company'sCompany’s creditors while in the Deferred Compensation Plan No. 2.Compensation Committee of the Board adopted and approved the Schweitzer-Mauduit International, Inc. 2016 Executive Severance Plan (the "2016 Plan"“2016 Plan”) for members of the Company'sCompany’s senior executive team. New members of the Company's senior executive team participate in thewhile Mr. Fievez is grandfathered into participation in the Company's Executive Severance Plan, as amended and restated in 2008 (the "2008 Plan").The Company's severance plans provideprovides that in the event of termination of a participant'sparticipant’s employment with the Company or one of its participating subsidiaries or business units within two years after a change of control of the Company for any reason other than cause, retirement, disability or death, a participant will be entitled to salary and benefit continuation. A change of control is defined as the date as of which: (a) a third person, including a "group"“group” as defined in Section 13(d)(3) of the Exchange Act, acquires actual or beneficial ownership of shares of the Company having 30% or more of the total number of votes that may be cast for the election of directors of the Company; or (b) as the result of any cash tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing transactions (a "Transaction"“Transaction”), the persons who were directors of the Company before the Transaction cease to constitute a majority of the board of directors of the Company or any successor to the Company.2018,2020, the then-serving Named Executive Officers other than Ms. Aden would generally have been entitled to receive:three yearthree-year period ending on the date of termination; andii.Company'sCompany’s non-United States subsidiaries or business units are subject to certain adjustments to take into account the differences between the respective compensation, benefit and pension plans and programs in the United States and the participant'sparticipant’s place of employment. In 2018, Dr. Kramer and Messrs. Wamser, Lister and Nuñez participated in the 2016 Plan, and Mr. Fievez participated in the 2008 Plan. While the 2008 Plan contains a tax gross-up provision for excises taxes under Section 4999 of the Internal Revenue Code, Mr. Fievez would not be entitled to such a tax gross up based on his status as a Luxembourg employee and no other U.S.-based employee is eligible for such tax gross up benefit.2018,2020, vest automatically. Other than as noted below, awardsAwards granted under the Company'sCompany’s 2015 LTIP are subject to double trigger vesting upon a change of control –— meaning that both a qualifying termination of employment and a change of control must occur prior to the accelerated vesting of such awards. Under the grandfathered provisions of the 2008 Plan, Mr. Fievez is eligible for full vesting upon a change of control. Under the Company'sCompany’s annual incentive program, in the event a participant is terminated without cause within two years following a change of control, the participant is entitled to payment of a pro rata portion of the incentive award at the target performance percentage, without regard to achievement of pre-established objectives.severance plans2016 Plan also provideprovides that if a Named Executive Officer'sOfficer’s employment with the Company or an affiliate terminates absent a change of control for a reason other than death, retirement,casescase of Mr. Lister and Mr. Nuñez, this severance multiple equals one-half times base salary, in the casescase of Mr. Wamser, and Mr. Fievez, this severance multiple equals one times base salary, and in the case of Dr. Kramer, this severance multiple equals two times base salary, in each case, payable as a cash lump sum. The severance plans2016 Plan also provideprovides for the continuation of the Company'sCompany’s welfare benefits for the number of years equal to the severance multiple. A participant cannot receive both this payment as well as compensation under the severance plans'2016 Plan’s change of control provisions. The continuing Named Executive Officers other than Mr. Fievez are also eligible to receive salary continuation in the event of death or disability. In the cases of Messrs. Wamser, Lister and Nuñez and Dr. Kramer, disabilityDisability pay is provided through a combination of Company-paid short-term disability benefits and insured long-term disability benefits in accordance with Company policy.or her benefits discussed above under "2018“2020 Non-Qualified Deferred Compensation"Compensation” and "2018“2020 Pension Benefits,"” as applicable.The maximum amounts payable upon termination pursuant to the applicable severance plan, assuming that a change of control of the Company and/or a qualifying termination of employment had occurred on December 31, 2018, are set forth in the following tables for all Named Executive Officers other than Ms. Aden.As discussed above in the "Compensation Discussion & Analysis," from February 5, 2018 through March 2, 2018, Ms. Aden served as Co-Chief Financial Officer with Mr. Wamser. On March 2, 2018, Ms. Aden resigned from her positions as Executive Vice President, Finance and Chief Financial Officer and served as a Senior Financial Executive of the Company until April 27, 2018 (the "CFO Separation Date"). Under the terms of Ms. Aden's separation letter agreement, Ms. Aden agreed to comply with certain non-competition and non-solicitation obligations and other restrictive covenants during the time she performed services for or on behalf of the Company pursuant to the letter agreement. As consideration under the letter agreement, the Company agreed to provide Ms. Aden compensation and benefits as follows: (i) continued eligibility for vesting of the (a) 2,119 outstanding shares of service-based restricted stock subject to Tranche 2 of her 2016 time-based award granted on February 24, 2016, and (b) 15,331 performance shares subject to her performance award granted on February 24, 2016; (iii) accelerated vesting with respect to (a) 2,114 shares of restricted stock subject to Tranche 1 of her 2017 time-based award granted on February 23, 2017, and (b) 7,364 performance shares subject to her performance award granted on February 23, 2017, in each case vesting as of the CFO Separation Date; (iv) accelerated vesting prorated to the CFO Separation Date for 1,250 shares of restricted stock granted in connection with Ms. Aden's sign-on incentives (based on the closing stock price on the CFO Separation Date, the value of accelerated vesting of Ms. Aden's outstanding equity awards equaled $49,200); (v) in consideration for the restrictive covenants contained in the letter agreement, (a) a lump sum gross payment of $457,600, and (b) $12,192 for the full cost of 12 months of benefits under the Company's group health care plan and dental care plan for Ms. Aden and her eligible dependents; (vi) eligibility for a performance bonus of $100,000, based on her assistance with the transition of her responsibilities; and (vii) an amount equal to a portion of the target amount that Ms. Aden would have been eligible for under 2018 annual incentive program had she remained employed with the Company, prorated based on the period of time between January 1, 2018 and the CFO Separation Date ($102,678).20182020Executive Benefits
and Payments Upon
Termination
Payment
Retirement
($)
Retirement
($)
Not for Cause
Termination
($)
as a Result of
Change of
Control
($)
Disability
($)
Control
($) Base Salary Lump sum cash — — 1,498,000 2,400,000 597,538 — Incentive Compensation — Short-Term Incentive Lump sum cash — — — 4,470,156 1,490,052 — Shares — — 6,737,346 7,851,364 7,456,542 — Benefits and Perquisites: — Health Care — — — — 95,832 — — Dental Care — — — — 5,220 — — Disability Benefits — — — — 20,276 — — Life Insurance — — — — 10,692 1,000,000 —
off Lump sum cash — — 15,384 46,153 15,384 — Qualified 401(k) Plan Lump sum benefit 11,600 11,600 11,600 11,600 11,600 11,600 Excess 401(k) in Deferred Comp Lump sum benefit 125,703 125,703 125,703 125,703 125,703 125,703 Total Executive Severance 137,303 137,303 8,388,033 15,036,996 10,696,819 137,303 Executive Benefits
and Payments Upon
Termination Type of
Payment Early
Retirement
($) Normal
Retirement
($) Involuntary
Not for Cause
Termination
($) Termination
as a Result of
Change of
Control
($) Death or
Disability
($) Change of
Control
($)
20182020Executive Benefits
and Payments Upon
Termination
Payment
Retirement
($)
Retirement
($)
Not for Cause
Termination
($)
as a Result of
Change of
Control
($)
Disability
($)
Control
($) Base Salary Lump sum cash — — 462,338 1,387,014 366,056 — Incentive Compensation — Short-Term Incentive Lump sum cash — — — 1,604,421 534,807 — Shares — — 1,801,247 2,254,253 1,981,348 — Benefits and Perquisites: — Health Care — — — — 95,832 — — Dental Care — — — — 5,220 — — Disability Benefits — — — — 11,652 — — Life Insurance — — — — 2,430 500,000 —
off Lump sum cash — — 8,891 26,673 8,891 — Qualified 401(k) Plan Lump sum benefit 11,600 11,600 11,600 11,600 11,600 11,600 Total Executive Severance 11,600 11,600 2,284,076 5,399,095 3,402,702 11,600 Executive Benefits
and Payments Upon
Termination Type of
Payment Early
Retirement
($) Normal
Retirement
($) Involuntary
Not for Cause
Termination
($) Termination
as a Result of
Change of
Control
($) Death or
Disability
($) Change of
Control ($) Michel FievezRicardo Nuñez upon Retirement,2018(1)
2020Executive Benefits
and Payments Upon
Termination
Payment
Retirement
($)
Retirement
($)
Not for Cause
Termination
($)
as a Result of
Change of Control
($)
Disability
($)
Control
($) Base Salary Lump sum cash — — 229,600 1,377,597 342,986 — Incentive Compensation: — Short-Term Incentive Lump sum cash — — — 1,593,357 531,119 — Shares — — 1,352,906 1,671,088 1,469,877 — Benefits and Perquisites: — Health Care — — — — 88,272 — — Dental Care — — — — 5,220 — — Disability Benefits — — — — 17,365 — — Life Insurance — — — — 6,966 500,000 —
time off Lump sum cash — — 8,831 26,492 8,831 — Qualified 401(k) Plan Lump sum benefit 11,600 11,600 11,600 11,600 11,600 11,600 Excess 401(k) in Deferred Comp Lump sum benefit — — — — — — Total Executive Severance 11,600 11,600 1,602,937 4,797,957 2,864,413 11,600 Executive Benefits
and Payments Upon
Termination Type of
Payment Early
Retirement
($) Normal
Retirement
($) Involuntary
Not for Cause
Termination
($) Termination
as a Result of
Change of
Control
($) Death or
Disability
($) Change of
Control
($)
Compensation:
Incentive Compensation:
Benefits and Perquisites:
Total Executive Severance
$16,183
$255,610
$512,764
$2,832,659
$669,275
$285,370
2020.(1)Mr. Fievez's compensation is paidRepresents the value of the accelerated vesting of service-based restricted stock awards and, in Euros.the case of a termination of employment without cause or due to good reason within 24 months following a “change in control” of the Company or due to death or disability, the pro rata vesting of the 2020 performance share awards assuming target achievement of the applicable performance goals. The amountsvalue of the accelerated vesting of the equity awards reported in this table have been converted at theis based upon our closing stock price of $40.21 on December 31, 2018 exchange rate of 1.1436 Euros to the U.S. dollar.
Potential Payments to Daniel Lister upon Retirement,Termination or Change of Control as of December 31, 2018Executive Benefits
and Payments Upon
Termination Type of
Payment Early
Retirement
($) Normal
Retirement
($) Involuntary
Not for Cause
Termination
($) Termination
as a Result of
Change of
Control
($) Death or
Disability
($) Change of
Control ($)
Compensation:
Incentive Compensation
Short-Term Incentive
Lump sum cash
–
–
–
$695,268
$231,756
–
Performance Shares
Shares
–
–
–
$262,800
$235,295
–
Restricted Stock
Shares
–
–
–
–
–
– Accrued carryover for paid time off Lump sum cash – – $8,337 $25,010 $8,337 –
Total Executive Severance
–
–
$225,087
$2,374,670
$1,299,179
–Potential Payments to Ricardo Nuñez upon Retirement,Termination or Change of Control as of December 31, 2018Executive Benefits
and Payments Upon
Termination Type of
Payment Early
Retirement
($) Normal
Retirement
($) Involuntary
Not for Cause
Termination
($) Termination
as a Result of
Change of
Control ($) Death or
Disability
($) Change of
Control ($)
Compensation:
Incentive Compensation:
Benefits and Perquisites:
Total Executive Severance
$11,100
$11,100
$227,100
$2,574,635
$1,318,809
$11,1002018,$48,016.Kramer'sKramer’s annual total compensation was $3,250,775.$5,757,874. This is the same amount reported in the Total column of the 20182020 Summary Compensation Table.68112 to 1.Due to changes to the Company's employee population in 2018 that we believe would significantly impact the pay ratio disclosure, we elected to recalculate our median employee for 2018. Accordingly, we20182020 as the date on which to determine our median employee. For purposes of the 2017 pay ratio disclosure, we used October 1st as the date on which to identify the median employee. We changed the median employee identification date as a result of changes in our employee population during 2018 that we believe would have impacted our pay ratio calculation if October 1st had been used to identify our 2018 median employee.3,5703,708 employees. In addition, as is permitted by the SEC'sSEC’s executive compensation disclosure rules, we eliminated 149147 employees in China (approximately 4.2%4.0% of our total employee population) from the data set.2018.2020. Next, utilizing the methodology established in consultation with the Committee'sCommittee’s independent consultant, we statistically narrowed down the employee population to a group of employees with the highest probability of containing the median employee using a stratification process based on base salary. As approximately 95% of the statistical sample of employees worked in the USU.S. and France, this established the range of employees (299)(318) from which the median would be derived. Then, using three-year gross wage data, we isolated a narrow subset of the median employee population that had stable earning histories and were within a 5% range of the median employee for 2016-2018.2018-2020. Finally, we calculated the 2020 annual total compensation in accordance with Item 402(c)(2)(x) of Regulation S-K for this subset of median employees and, for purposes of this pay ratio disclosure, selected from this subset of employees the median employee who we believe is most representative of the typical employee at SWM.2018 Compensation of Directors2017,connection with the Compensation Committee retained2019 pay review and after considering input from Willis Towers Watson, the Committee's independent compensation consultant, to perform an Outside Director Pay Review based on publicly stated non-employee director compensation atBoard increased the same peer groupstock and cash portions of companies examined in the 2017 executive competitive compensation analysis. The 2017 pay review concluded that total non-employee director compensationat the Company ranked at approximately the 46th percentile of peers and was 4% below the peer group median on a dollar value basis. Accordingly, the Compensation Committee determined, in consultation with Willis Towers Watson, to recommend to theannual Board that non-employee director compensation be brought closer to the targeted market median. Based on such recommendation, the Board determined to adjust the non-employee director compensation programretainer for the January 1, 20182020 through December 31, 20192021 period as noted below.from $85,000 to $95,000 and from $60,000 to $70,000, respectively. In 2020, each non-employee director received the following cash and stock compensation for service on our Board and its committees:•$85,000$95,000 in stock plus $60,000$70,000 in cash. Retainers are paid quarterly, with the stock retainer valuation based on the closing price on the trading day immediately preceding the grant date.date and prorated for one partial quarter of service.•••••20182020 in addition to reimbursement of his or her actual and reasonable travel expenses.
Paid in Cash
($)(2) Total Deborah Borg $ 80,000 $ 95,000 $ 175,000 $ 81,951 $ 81,951 $ 163,902 $ 29,753 $ 29,753 $ 59,506 Jeffrey K. Keenan $ 100,000 $ 95,000 $ 195,000 Marco Levi $ 91,250 $ 95,000 $ 186,250 Kimberly E. Ritrievi, ScD $ 109,396 $ 95,000 $ 204,396 John D. Rogers $ 160,000 $ 95,000 $ 255,000 Anderson D. Warlick $ 100,000 $ 95,000 $ 195,000 Name(1) Fees Earned or Paid in Cash Stock Awards ($)(2) Total
Claire L. Arnold $80,000 $85,000 $165,000
K.C. Caldabaugh
$160,000
$85,000
$245,000
William A. Finn(3)
$27,321
$27,321
$54,642
Jeffrey K. Keenan
$90,000
$85,000
$175,000
Marco Levi
$70,000
$85,000
$155,000
Kimberly E. Ritrievi, ScD(4)
$63,750
$63,750
$127,500
John D. Rogers
$90,000
$85,000
$175,000
Anderson D. Warlick
$80,000
$85,000
$165,000(1)20182020 compensation received by Dr. Kramer and as an employee of the Company is shown in the 20182020 Summary Compensation Table.(2)2018,2020, the total number of stock awards outstanding per director, in the form of shares or share units, were as follows: Ms. Arnold 73,095;Borg — 5,184; Mr. Bye — 2,729; Mr. Caldabaugh 44,459; Mr. Finn 0;— 41,796; Mr. Keenan 43,086;— 56,453; Mr. Levi 3,429;— 8,941; Dr. Ritrievi 3,821;— 10,843; Mr. Rogers 26,015— 34,386; and Mr. Warlick 35,594.— 50,660. These totals also include accumulated dividends on stock units.(3)FinnBye was appointed to the Board of Directors and the Audit and Nominating & Governance Committees, effective February 20, 2020.Company's 2018Company’s 2020 annual meeting of stockholders.(4)Dr. Ritrievi was appointed to the Board of Directors, Audit Committee, and Compensation Committee, effective March 1, 2018.participants'participants’ account balances in either plan.Caldabaugh currentlyRogers serves as Non-Executive Chairman. Following the Annual Meeting, the Board expects to appoint Mr. Rogers to succeed Mr. Caldabaugh as Non-Executive Chairman. As discussed above under "Proposal One—Election of Directors—Board Succession Planning," Mr. Caldabaugh is standing for election to serve the remaining year of a Class I director term in part to facilitate the orderly transition in the role of Chairman."Family Member"“Family Member” shall mean a person'sperson’s spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than household employees) who shares such person'sperson’s home.Company'sCompany’s securities) that exceed one percent (1%) of the recipient'srecipient’s annual consolidated gross revenues in the current year or any of the past five fiscal years; unless, for provisions (e) and (f), the Board expressly determines in its business judgment that the relationship does not interfere with the director'sdirector’s exercise of independent judgment. Deborah Borg Mark L. Bye Claire L. ArnoldK.C. Caldabaugh* Deborah BorgJeffrey J. Keenan K.C. CaldabaughMarco Levi William A. FinnKimberly E. Ritrievi John D. Rogers Kimberly E. Ritrievi Mses. Arnold andDr. Ritrievi and Messrs. Caldabaugh,Bye, Keenan, Levi, and Rogers each qualify as "audit“audit committee financial experts"experts” as such term is defined in Item 407(d)(5)(ii) of Regulation S-K."Standing Committee"“Standing Committee” of the Board. Each Standing Committee is composed entirely of independent directors.20182020 for each of the Standing Committees: Members Principal FunctionsMeetings in 2018 Principal Functions
in
2020
Kimberly E. Ritrievi (Chair)
Mark L. Bye
John D. Rogers (Chair)K.C. Caldabaugh
Jeffrey J. KeenanKimberly E. Ritrievi
committee of more than three public
companies, including the Company's
Company’s Audit Committee. Recommend to the Board the appointment 7 • • •Company'sCompany’s compliance with legal and regulatory requirements •Committee'sCommittee’s responsibilities are set forth in further detail under the caption "Audit“Audit Committee Report"Report” 9 Claire L. Arnold (Chair)Deborah BorgKimberly E. Ritrievi
Anderson D. Warlick (Chair)
Deborah Borg
Marco Levi
Kimberly Ritrievi 4 • • •Committee'sCommittee’s responsibilities are set forth in further detail under the caption "Compensation“Compensation Discussion & Analysis"Analysis” 3
Committee
Jeffrey J. Keenan (Chair)K.C. CaldabaughMark L. Bye
Marco Levi
Anderson D. Warlick 2 • •Company'sCompany’s governance policies • 4 65 times in 2018. No director then in office attended fewer than 75 percent of the aggregate of the meetings of the Board and the committees on which the director served. In fact, other than one director who was unable to attend one committee meeting,2020. All our incumbent directors then in office attended 100 percent of the meetings of the Board and applicable committees in 2018.Meeting held on April 26, 2018.Company'sCompany’s compliance training programs and in programs directed specifically to the due and proper execution of their duties as directors. The Board adopted a Policy on Orientation and Continuing Education for Board Members as part of the Company'sCompany’s Corporate Governance Guidelines. The policy requires orientation for new directors and ongoing presentations and training for existing directors, as well as periodic reports on continuing education to the Nominating & Governance Committee.director'sdirector’s nomination for re-election to an additional term and also after completing the first year of Board service for any new director. The Nominating & Governance Committee oversees the Board, committee, and individual evaluation processes.Company'sCompany’s independent auditors throughout the year, including executive sessions to address internal control and other matters.Company'sCompany’s governance controls. It also undertakes an ongoing review of succession planning, including to assure an appropriate process exists to find appropriately qualified replacement directors as needed for the Board and its committees and to maintain the continuity of management.Company'sCompany’s business goals. The Compensation Committee also assesses the risk posed by the Company'sCompany’s compensation program design and practices and the probability that they might result in adverse impacts on the Company.("ERM"(“ERM”) function to oversee the development, implementation and ongoing refinement of a comprehensive ERM program.SustainabilitySWM acknowledges As part of this program, we undertake an extensive exercise to identify and assess the most significant risks across the enterprise. This annual process includes a robust analysis of both internal and external factors that environmental, socialmay impede our ability to execute our strategies, meet business objectives or achieve stakeholder requirements and governance issuesexpectations. We also conduct interviews with senior leaders to identify material risks. This leads us to develop and execute comprehensive actions to manage or mitigate these risks. Furthermore, we continuously monitor these risks and the evolving environment to proactively identify and respond to shifting or emerging risks and strive to provide ongoing assurance that risks are importanteffectively and efficiently managed.employees, shareholders, customers and the communities in which we operate.communities. Corporate responsibility is one of our core values and has long been part of the SWM corporate mission. As such,mission and is one of our core values. Our manufacturing facilities and corporate office have a longstanding tradition of community engagement and reducing our impact on the environment. SWM recognizes that sustainability and profitability are not mutually exclusive, andWe maintain our goal is to improve the sustainability of our products and processes to create shared value for all of our stakeholders. In 2018, the Operational Excellence and Sustainability department worked with key parties across SWM, including our Chief Executive Officer Jeffrey Kramer, to refresh our sustainability strategy, which was reviewed with the Board of Directors. We also updated our supplier code, the SWM Code for Responsible Procurement and our Transparency in Supply Chains Act statement. Additionally, we are proudSustainable Forestry Policy to report that we received a silver medal in recognition of Corporate Social Responsibility achievement from EcoVadis, an organization that ratesfurther align with our sustainability practices.goals. Our sustainability initiatives are further described on our corporate website athttps://www.swmintl.com/expertise/sustainability."Code“Code of Conduct"Conduct”) that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer and other persons performing similar functions. The Code of Conduct is posted on the Governance page of the Company'sCompany’s website athttps://www.swmintl.com/about-us/governance/codes-of-conduct/. To the extent required under applicable SEC and NYSE rules, any waivers of, or changes to, the Code of Conduct will be posted on our website or otherwise publicly disclosed. In addition, copies of the Company'sCompany’s Corporate Governance Guidelines and the charters for each of the Standing Committees can also be found on the Governance page of the Company'sCompany’s website athttps://www.swmintl.com/about-us/governance/charters-and-guidelines/. In addition, the Company's Standard for Director Independence is available on the Governance page of the Company's website athttps://www.swmintl.com/media/1151/swm_standard_for_director_independence_1.pdf. Copies of these documents may also be obtained by directing a written request to the Investor Relations Department at Schweitzer-Mauduit International, Inc., 100 North Point Center East, Suite 600, Alpharetta, Georgia 30022."Related“Related Person Transaction"Transaction”). Under these policies and procedures, the Audit Committee or a subcommittee of the Board consisting entirely of independent directors reviews the transaction and either approves or rejects the transaction after taking into account the following factors:•••••person'sperson’s service as a director or employment with the Company so long as the compensation is approved by the Board (or an appropriate committee thereof), (b) transactions involving the rendering of services as a public utility at rates or charges fixed in conformity with law or governmental authority or (c) any other categories of transactions currently or in the future excluded from the reporting requirements of Item 404(a) of Regulation S-K.2018,2020, the Company has not participated in any Related Person Transaction.
RATIFICATION OF DELOITTE & TOUCHE LLP AS THE COMPANY'SCOMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2019
2021("(“Deloitte & Touche"Touche”) to serve as the Company'sCompany’s independent registered public accounting firm (the "outside auditor"“outside auditor”) for fiscal year 2019.2021. Although it is not required to do so, the Audit Committee is asking our stockholders to ratify the Board'sBoard’s selection of Deloitte & Touche. If our stockholders do not ratify the selection of Deloitte & Touche, the Board may reconsider its selection. Even if the selection is ratified by our stockholders, the Audit Committee may in its discretion change the appointment at any time during the year, if it determines that such a change would be in the best interest of the Company and its stockholders.2019."Deloitte"“Deloitte”), for the fiscal years ended December 31, 20182020 and 2017:2019: 2020 2019 $ 1,970,208 $ 1,742,915 12,810 0 Total Audit and Audit-Related Fees 1,983,018 1,742,915 112,629 157,843 541,615 307,459 Total Tax Fees 654,244 465,302 1,895 4,023 Total Fees $ 2,639,157 $ 2,212,240 2018 2017
$1,581,492 $1,543,062
69,450
60,320 1,650,942 1,603,382 383,368 154,540
488,930
361,260 872,298 515,800 77,780 1,895 $2,601,020 $2,121,077
(1)(1)Company'sCompany’s internal control over financial reporting and management'smanagement’s assessment thereof, review of financial statements included in the Company'sCompany’s quarterly reports on Form 10-Q and for services provided for statutory and regulatory filings or engagements.(2)standards.standards, as well as consultations on internal controls.(3)(4)(5)all other fees not included in the above categories.primarily related to subscription services and comfort letter procedures."Disclosure Categories"“Disclosure Categories”) that the outside auditor may perform. The procedures require that prior to the beginning of each fiscal year, a description of the services (the "Service List"“Service List”) in each of the Disclosure Categories expected to be performed by the outside auditor in the following fiscal year be presented to the Audit Committee for pre-approval.ChairmanChair of the Audit Committee. In the event of specific pre-approval granted by the ChairmanChair between meetings of the Audit Committee, the ChairmanChair is required to update the Audit Committee at its next regularly scheduled meeting on such grant.Committee'sCommittee’s actions during 2018.2020. This report shall not be deemed to be incorporated by reference by any general statement incorporating this Proxy Statement by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under such acts.Company'sCompany’s financial statements;(2)Company'sCompany’s compliance with legal and regulatory requirements;(3)auditor'sauditor’s qualifications and independence; and(4)Company'sCompany’s internal control function, its system of internal and disclosure controls, and the outside auditor.director'sdirector’s independence adopted by the Board.20182020 with management and Deloitte & Touche, the Company'sCompany’s outside auditor. Management is responsible for the preparation of the Company'sCompany’s financial statements, and the outside auditor is responsible for conducting an audit of such financial statements.auditor'sauditor’s communications with the Audit Committee concerning independence, has discussed the independence of the outside auditor with the outside auditor and has satisfied itself as to the outside auditor'sauditor’s independence.Company'sCompany’s internal control function and its system of internal and disclosure controls.auditor'sauditor’s examination of the financial statements.Company'sCompany’s plans and activities related to compliance with Section 404 of the Sarbanes-Oxley Act of 2002 on a regular basis.Company'sCompany’s audited financial statements be included in its Annual Report on Form 10-K for the fiscal year ended December 31, 20182020 for filing with the SEC.Company'sCompany’s outside auditor for fiscal year 2019,2021, and the Board concurred with such recommendation.
Mark L. Bye
John D. Rogers
Jeffrey J. KeenanAUDIT COMMITTEE OF THE BOARD OF DIRECTORSJohn D. Rogers (Chairman)K.C. CaldabaughJeffrey J. KeenanKimberly E. Ritrievi"say-on-pay"“say on pay” vote, is a non-binding vote on executive compensation paid to our Named Executive Officers as disclosed pursuant to Regulation S-K, including in the "Compensation“Compensation Discussion & Analysis,"” the accompanying compensation tables and the corresponding narrative discussion and footnotes set forth on pages 1714 to 50.43. The Company intends to submit this "say-on-pay"“say on pay” vote to its stockholders annually, consistent with the results of the advisory vote on frequency approved by the stockholders at the 2017 Annual Meeting of Stockholders.Company'sCompany’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'sCompany’s strategy. To align the Company'sCompany’s executive compensation program with the Committee'sCommittee’s compensation philosophy, the Compensation Committee has adopted the following objectives:Pay-for-performance••• What We Do: What We Do: ✓ üPay-for-performance. ü Linkage between quantitative performance measures and operating objectives. ü "“Double trigger"trigger” in the event of a change-in-control other than with respect to a grandfathered compensation arrangement. üIndependent compensation consultant. ✓ Independent compensation consultant. üStock ownership guidelines. ✓ Stock ownership guidelines. üAnnual risk assessment. ✓ Clawback policy. üAnnual peer group review. ✓ Annual risk assessment. ✓ Annual peer group review. What We Don'tDon’t Do:
× No change-in-control tax gross-ups. × ×The Company does not re-price stock options or buy-back equity grants. × The Company does not allow directors and key executives (including all Named Executive Officers) to hedge or pledge their Company securities. "say-on-pay"“say on pay” vote as set forth in the following resolution: "Compensation"” the accompanying compensation tables and the corresponding narrative discussion and footnotes.Board'sBoard’s recommendation. As this is an advisory vote, the outcome of the vote is not binding on SWM with respect to future executive compensation decisions, including those relating to its Named Executive Officers, or otherwise. The Compensation Committee and Board expect to take into account the outcome of the vote when considering future executive compensation decisions.Company'sCompany’s proxy statement and form of proxy for the 20202022 Annual Meeting of Stockholders must be received by the Company'sCompany’s EVP, General Counsel and Secretary at the Company'sCompany’s principal executive office no later than November 23, 2019.19, 2021. All proposals for inclusion in the Company'sCompany’s proxy statement must comply with all of the requirements of Rule 14a-8 under the Exchange Act.Company'sCompany’s By-Laws, stockholders must give advance notice of other business to be addressed, or nominations for director, at the 20202022 Annual Meeting not earlier than December 27, 201923, 2021 and not later than January 26, 2020.22, 2022. All proposals and nominations must comply with all of the requirements set forth in the Company'sCompany’s By-Laws, a copy of which may be obtained from the Company'sCompany’s EVP, General Counsel and Secretary.Company'sCompany’s Annual Report on Form 10-K for the fiscal year ended December 31, 20182020 (including the consolidated financial statements and schedules thereto but excluding exhibits) has been included with the mailing of this Proxy Statement to stockholders of record and beneficial holders as of March 1, 2019.2021. Additional copies of the Company'sCompany’s Annual Report on Form 10-K for the fiscal year ended December 31, 20182020 (excluding exhibits) will be provided without charge to each stockholder requesting such copies in writing. The written request should be directed to the Investor Relations Department at Schweitzer-Mauduit International, Inc., 100 North Point Center East, Suite 600, Alpharetta, Georgia 30022. In addition, the Annual Report on Form 10-K, Notice of Meeting, Proxy Statement and form of proxy are available on the Company'sCompany’s website atwww.swmintl.com.ChairmanChair of the Audit Committee and the independent directors as a group, by telephonic or written communication as set forth below. Each communication intended for the Board or any of its members and received by the Secretary that is related to the operation of the Company will be forwarded to the designated person. The Secretary may screen communications solely for the purpose of eliminating communications that are commercial in nature or not related to the operation of the Company and conducting appropriate security clearance. All communications relating to the operation of the Company shall be forwarded to the designated recipient in their entirety.If by phone:A voice mail message may be left identifying the individual to whom it is directed by calling (866) 528-2593. This is a toll freeA voice mail message may be left identifying the individual to whom it is directed by calling (866) 528-2593. This is a toll-free call and is monitored and accessible by the office of the Secretary of the Company. Messages received on this line will be maintained in confidence to the extent practicable.If by mail:A sealed envelope prominently marked "Confidential" on the outside of the envelope that is directed to the attention of any director(s), including the Non-Executive Chairman, the Chairman of the Audit Committee or the independent directors as a group, as appropriate, may be mailed to:
A sealed envelope prominently marked “Confidential” on the outside of the envelope that is directed to the attention of any director(s), including the Non-Executive Chairman, the Chair of the Audit Committee or the independent directors as a group, as appropriate, may be mailed to:SecretarySchweitzer-Mauduit International, Inc.100 North Point Center East–Suite 600Alpharetta, Georgia 30022Table of ContentsSecretary
Schweitzer-Mauduit International, Inc.
100 North Point Center East — Suite 600
Alpharetta, Georgia 30022Internet.Internet prior to the Annual Meeting. Or, if your shares are held in "street“street name,"” please refer to the voting instruction form provided with this Proxy Statement.ANNUAL MEETING![[MISSING IMAGE: tm212448d1-pc1.jpg]](https://files.docoh.com/DEF 14A/0001104659-21-038714/tm212448d1-pc1.jpg)
- 0 SCHWEITZER-MAUDUIT INTERNATIONAL, INC. 100 North Point Center East Alpharetta, Georgia 30022-8246 COMMON STOCK PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS For Annual Meeting of Stockholders, April 25, 2019 The undersigned hereby appoints RICARDO NUÑEZ and R. A N D R E W WA M S E R , J r. , a n d e a c h o f t h e m , p r o x i e s w i t h f u l l p o w e r o f s u b s t i t u t i o n , t o represent and to vote as set forth herein all the shares of Common Stock of Schweitzer-M a u d u i t I n t e r n a t i o n a l , I n c . ( t h e “ C o m p a n y ” ) h e l d o f r e c o r d b y t h e u n d e r s i g n e d o n M a r c h 1 , 2 0 1 9 , a t t h e A n n u a l M e e t i n g o f S t o c k h o l d e r s o f t h e C o m p a n y, t o b e h e l d a t the C o m p a n y ’s h e a d q u a r t e r s , 1 0 0 N o r t h P o i n t C e n t e r E a s t , S u i t e 6 0 0 , A l p h a r e t t a , G A 3 0 0 2 2 a t 11:00 a.m. Eastern Time, on Thursday, April 25, 2019, and any adjournment or postponement thereof. If no designation is made, the proxies will vote the shares as the Board of Directors recommends: “FOR” the election of each of the director nominees named in Proposal 1, and “FOR” Proposals 2 and 3. (Continued and to be signed on the reverse side) 14475 1.1
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