UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
the Securities Exchange Act of 1934 (Amendment No. )
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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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![[MISSING IMAGE: sg_ricardonunez-bw.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-035536/sg_ricardonunez-bw.jpg)
Executive Vice President, General Counsel and Secretary
Significant Beneficial Owners SCHWEITZER-MAUDUIT INTERNATIONAL, INC. 18, 2022. Georgia. Who is Entitled to Vote at the Annual Meeting? 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 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 by all directors and executive officers as a group. In addition to shares of Common Stock they own beneficially, Deborah Borg Mark L. Bye 0 310 * K.C. Caldabaugh 4,565 45,067 * Michel Fievez 84,954 0 * Jeffrey J. Keenan 30,000 20,390 * Jeffrey Kramer 183,748(3) 0 * Daniel Lister 39,502(4) 0 * Marco Levi 6,597 0 * Ricardo Nuñez 36,943(5) 0 * Kimberly E. Ritrievi 2,000 5,155 * John D. Rogers 2,004 28,402 * R. Andrew Wamser, Jr. 48,769(6) 0 * Anderson D. Warlick 5,218 38,380 * All directors and executive officers as a group (13 persons) 439,082 101,959 1.41%* Board Succession Planning our stockholders, Chairman of Bye Group LLC, since 2006 President and Chief Compliance Officer of Roark Capital Group, 2006 – 2015 Co-Founder and Chairman of IESI Corporation, 1996 – 2005 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 Members of Board of Directors Continuing in Office 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 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 biographies. Mr. Keenan was also Since February 2021, Dr. Kramer has also serves as a director of Myers Industries, Inc. and is a member of their Compensation Committee. capabilities. In addition, Dr. Ritrievi has experience in the specialty chemical industry that provides her with insight into the competencies of existing directors, directors that are expected to retire in the ” Guiding Principles ” when he joined the Company in 2017. performance-based and at-risk pay over fixed pay in order to link a significant portion of Dr. Elements of the and target incentive opportunities applicable to the Named Executive Officers as of December 31, 2021 and these charts exclude the new hire compensation granted to Ms. Peacock in connection with her commencement of employment with the Company. 2020, except for Mr. Wamser and Ms. Peacock. Mr. Wamser’s target annual incentive opportunity was increased from 60% to 65% of base salary in order to further align his target annual incentive opportunity with the market median. Ms. Peacock’s target annual incentive opportunity was established at 60% of her base salary in connection with the commencement of her employment and based on her compensation with her previous employer and a review of competitive market practices. Name Jeffrey Kramer, PhD R. Andrew Wamser, Jr. 100% — Michel Fievez(1) 50% 50% Daniel Lister(1) 50% 50% Ricardo Nuñez 100% — principles, and other adjustments consistent with the Name Jeffrey Kramer, PhD R. Andrew Wamser, Jr. 60% $268,830 $534,807 198.9% Michel Fievez(1) 60% $269,971 $465,991 170.1% Daniel Lister 60% $267,903 $446,592 166.7% Ricardo Nuñez 60% $266,976 $531,119 198.9% Ms. Peacock’s target opportunity, as a percentage of base salary, was established when she joined the Company based on the competitive market as well as the Company’s historical compensation practices and was pro-rated based on her April 2021 start date. Adjusted EBITDA ($ millions)(1) Name Jeffrey Kramer, PhD R. Andrew Wamser, Jr. 12,112 23,423 Michel Fievez 8,446 16,335 Daniel Lister 8,230 15,915 Ricardo Nuñez 8,202 15,859 long-term interests of the throughout the year as required to fulfill its oversight responsibility with respect to the Current Year: February The competitive compensation analysis prepared by Willis Towers Watson’s 2020 General Industry Executive Compensation Survey Report The peer group used for evaluating 2021. Jeffrey Kramer, PhD Chief Executive Officer(3) R. Andrew Wamser, Jr. EVP, Finance and CFO(4) Michel Fievez Former EVP, Engineered Papers(5) Daniel Lister EVP, Advanced Materials & Structures(6) Ricardo Nuñez EVP, General Counsel and Secretary(7) Name (a) Jeffrey Kramer, PhD R. Andrew Wamser, Jr. N/A $134,415 $268,830 $537,660 — — — — — Michel Fievez N/A $134,986 $269,971 $539,942 — — — — — Daniel Lister N/A $133,952 $267,903 $535,806 — — — — — Ricardo Nuñez N/A $133,488 $266,976 $533,952 — — — — — Jeffrey Kramer, PhD R. Andrew Wamser, Jr. Michel Fievez Daniel Lister Ricardo Nuñez Mr. Jeffrey Kramer, PhD Ricardo Nuñez — $50,275. well as compensation under the 2016 Hoek. Mr. Hoek does not participate in the 2016 Plan and will be entitled to severance benefits as required by Luxembourg law. Upon a qualifying termination of Mr. Hoek’s employment with the Company or an affiliate within one year of a change of control or absent a change of control for a reason other than death, retirement, disability, voluntary resignation or cause, in each case, as of December 31, 2021, Mr. Hoek would have been entitled to receive (i) $429,431, payable as a lump sum, representing one year’s base salary and (ii) $2,600, payable on Mr. Hoek’s behalf, representing Company-paid life and disability insurance premiums for one year. In addition, upon a qualifying termination of Mr. Hoek’s employment with the Company or an affiliate within one year of a change of control or a termination of Mr. Hoek’s employment due to death or disability, in each case as of December 31, 2021, Mr. Hoek would have been entitled to a cash payment of $185,590, representing Mr. Hoek’s incentive award under our annual incentive program, based on actual performance, payable at the same time payments under our annual incentive program are made to other executives. In the event of a termination of Mr. Hoek’s employment for any of the reasons described in this paragraph, Mr. Hoek would also be entitled to $41,291, payable as a lump sum, in respect of accrued but unused vacation. Base Salary Lump sum cash – – $1,498,000 $2,247,000 $559,445 – Incentive Compensation Short-Term Incentive Lump sum cash – – – $4,470,156 $1,490,052 – Performance Shares and Restricted Stock Shares – – $5,864,533 $6,481,492 $5,825,189 – Benefits and Perquisites: Health Care – – – – $73,440 – – Dental Care – – – – $3,625 – – Disability Benefits – – – – $27,015 – – Life Insurance – – – – $6,966 $1,000,000 – Accrued carryover for Lump sum cash – – $14,404 $43,212 $14,404 – Qualified 401(k) Plan Lump sum benefit $12,086 $12,086 $12,086 $12,086 $12,086 $12,086 Excess 401(k) in Lump sum benefit $86,413 $86,413 $86,413 $86,413 $86,413 $86,413 Total Executive Severance $98,499 $98,499 $7,475,436 $13,451,405 $8,987,589 $98,499 Base Salary Lump sum cash – – $448,050 $1,344,150 $354,744 – Incentive Compensation Short-Term Incentive Lump sum cash – – – $1,604,421 $534,807 – Performance Shares and Restricted Stock Shares – – $1,521,046 $1,900,719 $1,396,377 – Benefits and Perquisites: Health Care – – – – $73,440 – – Dental Care – – – – $3,625 – – Disability Benefits – – – – $18,390 – – Life Insurance – – – – $2,430 $500,000 – Accrued carryover for paid time off Lump sum cash – – $8,616 $25,849 $8,616 – Qualified 401(k) Plan Lump sum benefit $14,864 $14,864 $14,864 $14,864 $14,864 $14,864 Total Executive Severance $14,864 $14,864 $1,992,576 $4,987,888 $2,809,408 $14,864 Short-Term Incentive Lump sum cash — — — $1,339,776 $446,592 — Performance Shares and Restricted Stock Shares — — $1,011,497 $1,262,009 $959,010 — Health Care — — — — $73,440 — — Dental Care — — — — $3,625 — — Disability Benefits — — — — $18,186 — — Life Insurance — — — — $2,430 $500,000 — Accrued carryover for paid time off Lump sum cash — — $8,587 $25,760 $8,587 — Short-Term Incentive Lump sum cash — — — $1,593,357 $531,119 — Performance Shares and Restricted Stock Shares — — $1,117,186 $1,459,236 $946,623 — Health Care — — — — $73,440 — — Dental Care — — — — $3,625 — — Disability Benefits — — — — $24,102 — — Life Insurance — — — — $6,966 $500,000 — Accrued carryover for paid time off Lump sum cash — — $8,557 $25,671 $8,557 — Qualified 401(k) Plan Lump sum benefit $14,253 $14,253 $14,253 $14,253 $14,253 $14,253 Excess 401(k) in Deferred Comp Lump sum benefit $18,853 $18,853 $18,853 $18,853 $18,853 $18,853 As permitted by the SEC’s executive disclosure rules, we also excluded 1,509 employees who were added to our organization as a result of SWM’s acquisition of Scapa Group PLC in 2021. 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. Mark L. Bye Jeffrey J. Keenan Dr. Kramer is a member of management and is not independent. No member serves on the audit committee of more than three public companies, including the Director Attendance 2021. periodically on selected topics, e.g., litigation and regulatory compliance, customer satisfaction and performance assessments and strategic planning. nonprofit or community organizations that support the communities where our plants are located. 2022. 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. ANNUAL MEETING OF STOCKHOLDERS OF SCHWEITZER-MAUDUIT INTERNATIONAL, INC. April Table of Contents Page Page5 5 5 56 8 15 15 3331 4846 5553 5553 5755 5856 6058 6058 6058 6058
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 20202022 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 20192021 Annual Report to Stockholders, on or about March 20, 2020.23, 2020,21, 2022, at 11:00 a.m. Eastern Time, at the Company'sCompany’s corporate headquarters located at 100 North Point Center East, Alpharetta, Georgia 30022.2023;2025; (ii) to ratify the Audit Committee'sCommittee’s selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2020;2022; and (iii) to hold a non-binding advisory vote to approve executive compensation.2, 2020,1, 2022, the record date for the Annual Meeting, or their duly appointed proxies may attend the Annual Meeting. Although we encourage you to promptly 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'sCompany’s common stock, par value $0.10 per share (the "Common Stock"“Common Stock”), present in person 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.2, 2020,1, 2022, the record date for the Annual Meeting, will be entitled to one vote for each share registered in such stockholder'sstockholder’s name. As of March 2, 2020,1, 2022, there were 31,191,52031,671,415 shares of Common Stock outstanding.Company'sCompany’s Retirement Savings Plan (the "Plan"“Plan”) may vote the number of shares they hold in that plan. The number of shares shown on a participant'sparticipant’s proxy card includes the stock units the participant holds in the Plan and serves as a voting instruction to the trustee of the Plan for the account in the participant'sparticipant’s name. Information as to the voting instructions given by individuals who are participants in the Plan will not be disclosed to the Company."shareholderstockholder of record"record and hold your shares in your own name with our transfer agent, American Stock Transfer & Trust Company, you can vote by completing, signing, dating and mailing the enclosed proxy card to American Stock Transfer & Trust Company in the envelope provided. Proxy cards received prior to the Annual Meeting will be voted as instructed. You may also vote over the Internet until 11:59 p.m. Eastern Time the day before the Annual Meeting by following the instructions on the enclosed proxy card or you may vote in person at the Annual Meeting."street name" (i.e.“street name” (i.e., if they are held through a broker, bank or other nominee), you may receive a separate voting instruction form with this Proxy Statement, or you may need to contact your broker, bank or other nominee to determine whether you will be able to vote electronically by using the Internet or by telephone.telephone prior to the Annual Meeting. If your shares are held in "street name"“street name” and you wish to vote in person at the Annual Meeting, you must obtain a legal proxy from the record holder (the broker, bank or other nominee) giving you the right to vote theyour shares at the Annual Meeting.–— Election of Directors;•–— Ratification of Deloitte & Touche LLP as the Company'sCompany’s Independent Registered Public Accounting Firm for 2020;2022; 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 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 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 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 proposals and will not be counted as having been voted on the applicable proposals. Therefore, they will not have the effect of a vote for or against (or withheld from) such proposals.Company'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) attending the Annual Meeting and voting in person. 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 at the Annual Meeting if you obtain a legal proxy from the record holder (the broker, bank or other nominee) giving you the right to vote the shares.Forfor the Proxy Solicitation?$10,000,$12,500, 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 proxyTableIf you have any questions concerning the Annual Meeting or would like additional copies of Contentsthe Proxy Statement or need help voting your shares of Common Stock, please contact our transfer agent: American Stock Transfer & Trust Company, at help@astfinancial.com or call the Shareholder Services Department at
1 (800) 937-5449 or (718) 921-8124.2, 20201, 2022 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 4,997,401 15.8% 4,928,409 0 4,997,401 0 The Vanguard Group, Inc.(2)
100 Vanguard Blvd.
Malvern, PA 19355 3,593,370 11.4% 0 34,855 3,538,119 55,251 Cooke & Bieler LP(3)
2001 Market Street, Suite 4000
Philadelphia, PA 19103 1,938,302 6.1% 0 1,555,847 0 1,938,302 Allspring Global(4)
525 Market St, 10th Fl
San Francisco, CA 94105 1,670,667 5.3% 1,593,971 0 1,670,677 0 Dimensional Fund Advisors LP(5)
6300 Bee Cave Road, Building One
Austin, TX 78746 1,609,366 5.1% 1,578,542 0 1,609,366 0 Amount
and
Nature of
Beneficial
Ownership Percent of
Class* Sole
Voting
Power Shared
Voting
Power Sole
Investment
Power Shared
Investment
Power 4,648,527 14.9% 4,572,838 0 4,648,527 0
3,363,200 10.78% 29,976 2,859 3,334,809 28,391
2,933,065
9.4%
0
2,441,044
0
2,933,065
1,720,782
5.52%
1,670,780
0
1,720,782
0 * Percentages are calculated based on 31,191,52031,671,415 shares of Common Stock issued and outstanding on March 2, 2020.4, 202010, 2022 by BlackRockThe Vanguard Group, Inc. to report its beneficial ownership of Common Stock.(2)12, 202011, 2022 by The Vanguard Group, Inc.Cooke & Bieler LP to report its beneficial ownership of Common Stock.(3)14, 2020 by Cooke & Bieler LP to report its beneficial ownership of Common Stock.(4)Based solely on information contained in a Schedule 13G/A filed on February 12, 20208, 2022 by Dimensional Fund Advisors LP 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 hold equity, or equity equivalents, in an amount at least equal in value to five times the value of the directors'directors’ annual Board cash retainer. Each Named Executive Officer must hold vested 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 the guidelines or are within the applicablefive year period are expected to meet,be in compliance with these stock ownership guidelines.2, 20201, 2022 regarding the number of shares of Common Stock beneficially owned by all directors and nominees, by each Named Executive Officer andallcertain 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.
DIRECTOR AND EXECUTIVE OFFICER BENEFICIAL OWNERSHIP TABLEName of Individual or Identity of Group
Nature of
Beneficial
Ownership
Deferred Stock
Units(1)
Class(2) Deborah Borg 0 8,645 * Mark L. Bye 0 6,072 * Omar Hoek 58,906(3) 0 * Jeffrey J. Keenan 50,000 34,320 * Jeffrey Kramer 236,042(4) 0 * Marco Levi 12,082 0 * Ricardo Nuñez 69,766(5) 0 * Tracey Peacock 13,523(6) 0 * Kimberly E. Ritrievi 6,000 11,432 * John D. Rogers 3,004 37,153 * R. Andrew Wamser, Jr. 103,532(7) 0 * Anderson D. Warlick 5,218 54,223 * All directors and executive officers as a group (12 persons) 558,073 151,845 1.8%* Name of Individual or Identity of Group Amount and
Nature of
Beneficial
Ownership Number of
Deferred Stock
Units(1) Percent of
Class(2) 0 2,635 * (1)(2)31,191,52031,671,415 shares of Common Stock issued and outstanding on March 2, 2020, excluding shares held by or for the account of SWM or its subsidiaries,1, 2022, 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)2,2503,500 shares of restricted stock that will vestvested in April 2021; 82,275January 2022; 7,658 shares of restricted stock that vested in February 2022; 8,137 shares of restricted stock that will vest in February 2021; 57,6852023; 3,500 shares of restricted stock that will vest in January 2024; 2,894 shares of restricted stock that will vest in February 2024; and 32,000 shares of restricted stock that will vest in January 2025. .and 75 shares that are held indirectly by Mr. Kramer's son.(4)Includes 13,55057,928 shares of restricted stock that will vest in February 2021; 9,5292023; 19,155 shares of restricted stock that will vest in February 2024; 10,000 shares held jointly with Dr. Kramer’s wife; and 75 shares that are held indirectly by Dr. Kramer’s son. and 5,000 shares of restricted stock that will vest in January 2023.(5)Includes 13,4362023; 9,045 shares of restricted stock that will vest in February 2021; 5,000 shares of restricted stock that will vest in September 2021; 9,4962023; 2,853 shares of restricted stock that will vest in February 2024; and 25,000 shares of restricted stock that will vest in January 2025.2023.
2025.(6)Includes 19,9032023; and 13,856 shares of restricted stock that will vest in February 2021; 17,8732023; 4,434 shares of restricted stock that will vest in February 2022;2024; and 5,00040,000 shares of restricted stock that will vest in January 2023.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 stock. In addition, the Company strongly discourages all other employees from engaging in similar arrangements with respect to Company stock, and any employee who wishes to enter into such an arrangement must seek prior approval from our General Counsel.Company'sCompany’s equity securities on an exchange or any other organized market.
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. The Board presently has nine members. Mr. Caldabaugh will not be standing for re-election due to his retirement at the Annual Meeting. Accordingly, at the Annual Meeting, the size of the Board will be automatically reduced from nine members to eight members. The Board is divided into three classes of directors of the same or nearly the same number. The table below shows the allocation of our directors and nominees across the three classes: - Nominees forElection at 2020 Annual MeetingClass II -– Current Term Ending atat 20212023 Annual Meeting III -II – Current Term Ending at
2024 Annual Meeting
2022 Annual Meeting
K.C. Caldabaugh*Jeffrey J. Keenan John D. Rogers, PhD Deborah Borg Jeffrey J. Keenan
Marco Levi
Kimberly E. Ritrievi, ScD
Jeffrey Kramer, PhD Marco Levi
Mark L. Bye
Anderson D. Warlick Mark L. Bye
*Mr. Caldabaugh is retiring immediately 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.allowallows 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.The Board appointed Mr. Bye as a new Class I director in February 2020. Mr. Bye was originally identified as a candidate for director by the Company's Chief Executive Officer and a director.Mr. Mark L. Bye, Mr.Ms. Deborah Borg, Dr. Jeffrey J. KeenanKramer and Mr. Marco LeviAnderson D. Warlick for election to the Board as Class IIII directors to serve a three-year term ending at the 20232025 Annual Meeting of Stockholders. If elected byMessrs. Bye, KeenanMs. Borg, Dr. Kramer and LeviMr. Warlick will hold office until his or her successor has been elected and qualified or until the director'sdirector’s earlier resignation or removal. Messrs. Bye, KeenanMs. Borg, Dr. Kramer and LeviMr. Warlick are current members of the Board.Messrs. Bye, KeenanMs. Borg and LeviMr. Warlick 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.Name Age Director Since Business Experience and Directorships Deborah Borg 45 2019 Jeffrey Kramer, PhD 62 2017 Anderson D. Warlick 64 2009 �� Chairman and Chief Executive Officer of Parkdale, Inc., a textile and consumer products company, and its subsidiaries, since 2000 Name Age Director Since Business Experience and Directorships
Mark L. Bye 63 Feb, 2020 Managing Director of Morgan Stanley, a global financial institution, since 2008
Jeffrey J. Keenan
62
2016
Senior Advisor of Roark Capital Group, 2015 – February 2020
Marco Levi
60
2017
Chief Executive Officer, Ferroglobe PLC, since January 2020Name Age Director Since Business Experience and Directorships Mark L. Bye 65 2020 Jeffrey J. Keenan 64 2016 Name Age Director Since Business Experience and Directorships
Deborah Borg 42 2019 Executive Vice President – Chief Human Resource and Communications Officer of Bunge Limited, 2016 – Present
Jeffrey Kramer, PhD
60
2017
Chief Executive Officer of the Company, since April 2017
Kimberly E. Ritrievi, ScD
61
2018
President, The Ritrievi Group, LLC, since 2005
John D. Rogers
58
2009
President, Chief Executive Officer and Director of CFA Institute, 2009 – 2014
Anderson D. Warlick
62
2009
Chairman and Chief Executive Officer of Parkdale, Inc. and its subsidiaries, since 2000Name Age Director Since Business Experience and Directorships Marco Levi 62 2017 Kimberly E. Ritrievi, ScD 63 2018 John D. Rogers, PhD 60 2009 Company'sCompany’s BoardThe particular qualifications, attributes and skills to the Board. The following director skills matrix highlights the balanced mix of skills and experience that ledare most relevant to our Company. Further information on each individual director is set forth below in the Board to conclude that each of the nominees for director and directors continuing in office should sit on the Board is summarized below: Skills and Experience D. Borg M. Bye J. Keenan J. Kramer M. Levi K. Ritrievi J. Rogers A. Warlick Executive Leadership X X X X X X X X Other Public Board Service X X X X X Accounting/Financial Reporting X X X X Finance and Capital Management X X X X X X Mergers & Acquisitions X X X X X X X X Industry Experience X X X X X X International Experience X X X X X X X Business Development & Growth X X X X X X X X Brand and Marketing X X X X Corporate Governance/Legal X X X X X Enterprise Risk Management/IT X X X X X Human Capital Management X X X Human ResourcesHR and Communications Officer of Bunge Limited, an agribusiness and food company. She has been serving in this role since January 2016. Ms. Borg has also held various human resources and leadership positions at Dow Chemical Company ("(“Dow Chemical"Chemical”), a multinational chemical corporation, from 2000 through 2015, including President Dow Chemical USA from 2014 to 2015, where she was responsible for regional business results and strategy, and external relationships with customers, government organizations and joint venture partners. While at Dow Chemical, Ms. Borg also served as Global HR Director, Marketing and Sales, and led the Human Capital Planning and Development function for Dow focusing on culture, mergers and acquisitions integration, talent acquisition, retention, diversity and development. Prior to joining Dow Chemical, Ms. Borg served in human resources and talent development roles with General Motors Australia. Ms. Borg brings to the Board extensive experience with proactive workforce planning, culture, and assessing, identifying and developing senior talent. Ms. Borg serves on the Compensation Committee of the Board. of Morgan Stanley and a partner in the Global Private Equity and Energy Capital Funds.Funds of Morgan Stanley for 12 years. He is also active, through his company the Bye Group LLC, in numerous technology driven start-ups. He joined Morgan Stanley Private Equity in 2008 in London, assuming leadership responsibilities for the European investment team and globally for the industrials, basic materials, and energy sectors. He is a member of the Funds' Investment and Valuation Committees and chairscontinues to 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 the industrial and energyCompany'sCompany’s Audit Committee and is one of the Committee'sCommittee’s financial experts and also serves on the Nominating & Governance Committee.has extensive experience serving on private company boards. He served as a senior advisor atis the former President, Chief Operating Officer and Chief Compliance Officer of Roark Capital Group, a private equity fund with over $10more than $30 billion of capital under management, most recently holding the position of senior advisor from 2015 to February 2020. Previously, he was the president, chief operating officer and chief compliance officer ofWhile at Roark Capital Group.Group, he led the firm’s investments in environmental services companies, including Waste Pro, GFL Environmental, Solterra Recycling and Qualawash. His prior experience includes senior leadership and board roles in over 25 portfolio companies, and senior leadership roles at AEA Investors and Oak Hill Capital. In addition to his diverse experience and private equity background,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.Live Oak Environmental Services, 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 and is one of the Committee'sAudit Committee’s financial experts andexperts. He also 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.mineralsmetals and recently served as the chief executive officer of Thermission AG, a pioneer in the field of zinc thermal diffusion to coat and finish industrial commercial materials. As the former president and chief executive officer of Ahlstrom Corporation, a global high-performance fiber company, Mr. Levi understands the principles that create stockholder value and has successfully navigated many of the strategic challenges facing a publicly traded company. Prior to his service with Ahlstrom Corporation, Mr. Levi was the senior vice president and business president of Emulsion Polymers, Styron Corporation, a global chemical materials solutions provider. There, he led the Emulsion Polymers business through a successful initial public offering and was integral in overseeing core business functions including manufacturing, supply chain marketing,-– 2016). Prior to joiningforming 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 executionCompany'sCompany’s key products and customers. Dr. Ritrievi contributes these skills on the Board as the Chair of the Audit Committee and serves as one of the Audit Committee'sCommittee’s financial experts. She previously servedalso serves as a member of the Compensation Committee.Mr., PhDworld'sworld’s leading association of investment professionals, for fivefour and a half years until June 2014. Mr.Dr. 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.Dr. Rogers is a CFA charterholder. His perspective enhances the Board'sBoard’s ability to relate to and represent the interests of the Company'sCompany’s stockholders. Mr.Dr. Rogers is the Non-Executive Chairman of the Board, and previously served as the Company'sCompany’s Lead Non-Management Director. He serves on the Audit Committee and is one of the Audit Committee'sCommittee’s financial experts and previously served as the Chair of the Audit Committee.Company'sCompany’s current and strategic challenges.Company'sCompany’s Compensation Committee and a member of the Nominating & Governance Committee, 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 process includes an assessment of the person'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, andnear 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 & Governance Committee evaluates candidates recommended by stockholders in the same manner as it evaluates other candidates. A further discussion of the process for stockholder nominations and recommendations of director candidates is found under the caption "How“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 2019Company’s 2021 executive compensation program and executive compensation philosophies and objectives.2019,2021, 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
Former Executive Vice President, Engineered Papers(1)Paper
Ricardo Nuñez Executive Vice President, General Counsel and Secretary Daniel ListerTracey Peacock(1)
Executive Vice President, Advanced Materials & Structures Ricardo NuñezExecutive Vice President, General Counsel and SecretaryMr. Fievez retired fromDecember 31, 2019.April 12, 2021.termsCompany’s performance goals were set in February 2021, prior to the time when we could have anticipated or known of Mr. Fievez's retirement arethe significant impacts of the supply chain challenges and the continuing COVID-19 pandemic. As a result and as described in more detail below, the Committee has given consideration to these unprecedented events to recognize the exceptional performance achieved during 2021 despite the associated challenges and to reward operating decisions that were made in the section entitled "Retirementorder to serve and Transition of Michel Fievez."retain our customers both short term and long term, all while continuing to protect our employees."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••• •••• 2019,2021, 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 20192021 proxy statement ("(“say on pay"pay”). At the 20192021 Annual Meeting of Stockholders, stockholders approved the compensation program for the Company'sCompany’s Named Executive Officers with approximately 79%96% of the votes cast in favor of the say on pay proposal.Committee'sCommittee’s review of the Company'sCompany’s executive compensation program considers whether the program serves the interests of stockholders. The Committee carefully considersvalues continuing and constructive stockholder feedback from our stockholders on compensation and management and the Company has engaged withCommittee make themselves available to stockholders to discuss topics includinghave a continuing dialogue with our stockholders in order to better understand their opinions regarding our executive compensation disclosure, performance measures, and corporate governance matters since 2017.program. The Company intends toCommittee will continue to engage with stockholders in the future to monitor maintain, and modify itsour executive compensation program and, as it deems appropriate.appropriate, engage with our stockholders and take into account stockholder input. 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." Recent Modifications to Executive Compensation ProgramAs part of its ongoing review of the Company's executive compensation program, and based on input from the Committee's compensation consultant, the Committee determined that several compensationprogram changes would be implemented in 2020. Accordingly, in February 2020, the Committee approved the following changes to the Company's executive compensation program:•Extended Performance Period for Performance Share Awards. Prior to 2020, the Company's performance share awards were subject to a one-year performance period, with 50% of the earned shares subject to service-based vesting on each of the first and second anniversaries of the Committee's certification of performance. During stockholder engagement, the Company's stockholders expressed a desire for a longer performance period with respect to the Company's performance share awards in order to further align the incentive program with the Company's longer-term business results. Based on such feedback, beginning in 2020, performance share awards will be granted with a two-year performance period, followed by a one-year service-based vesting period. Under this design, the entire award is subject to a full three-years of stock price fluctuations. In order to accommodate the change in vesting schedule, since the prior design would have resulted in a portion of the award vesting shortly after the second anniversary of the grant date, the Committee included a one-time "gap" performance share award as part of the 2020 performance share awards, with such gap award subject to a one-year performance period followed by a one-year service-based vesting period.•Relative Performance Goal. Historically, the performance-based components of the Company's executive compensation program have vested based on the achievement of absolute performance goals, which provide the primary links between incentive compensation and the Company's strategic operating plan and financial results. Beginning with the 2020 performance share awards, the Company is incorporating a relative performance goal with a total stockholder return ("TSR") modifier. Under this design, the vesting level for the performance share awards is subject to a 15% vesting modifier based on the Company's TSR performance relative to the S&P SmallCap 600 Materials Index over the two-year performance period, with the vesting level increasing by 15% for relative TSR in the top 20% of the index and the vesting level decreasing by 15% for relative TSR in the bottom 20% of the index.•Clawback Policy. The Committee adopted a compensation clawback policy allowing the Company to recover incentive compensation paid to certain officers (including the Named Executive Officers), within three years following payment or vesting, in the event of certain financial statement restatements, including if the Company concludes that the officer committed a significant legal or compliance violation that contributed to the restatement.2019,2021, the Committee increased Dr. Kramer'sKramer’s base salary to $749,000$850,000 (from $700,000$800,000 in 2018)2020) in order to further align his compensation with the compensation peer group and recognize his continued leadership, while Dr. Kramer's 2019Kramer’s 2021 target annual incentive opportunity (as a percentage of base salary) remained at 100%, which was unchanged from the same level established for 2018.2019,2021, the Committee granted Dr. Kramer a long-term incentive award opportunity for the 20192021-2022 performance cycleperiod under the Company'sCompany’s 2015 Long-TermLong Term Incentive Plan (the "2015 LTIP"“2015 LTIP”). The grant value was allocated 65% to performance shares and 35% to service-based restricted stock. The Committee increaseddetermined that it was desirable for a higher percentage of Dr. Kramer'sKramer’s compensation to be equity-based and “at-risk” and, accordingly, elected to deliver the majority of his 2021 compensation increases in the form of increased target LTIP opportunity for 2019,(2021 target LTIP opportunity, as a percentage of base salary, was 340% compared to 270% (from 250%300% in 2018)2020). In determining the increase, the Committee noted that Dr. Kramer'sKramer’s target total direct compensation was below the competitive market as reported by Willis Towers Watson,Meridian Compensation Partners, LLC (“Meridian”), the Committee'sCommittee’s independent compensation consultant, and concluded that the increase was necessaryappropriate and prudent in order to further align Dr. Kramer'sKramer’s target total direct compensation with the competitive median.median and the Committee’s compensation philosophy. TheKramer's 2019Kramer’s 2021 compensation towardKramer'sKramer’s compensation with the Company'sCompany’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. What We Do: ✓ 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 2019,2021, variable compensation comprised approximately 79%81.5% of the targeted annual direct compensation for Dr. Kramer and, on average, 59%63% of the targeted annual direct compensation for the other Named Executive Officers.Officers, in each case, excluding the new hire compensation granted to Ms. Peacock in connection with her 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. For all of our actively serving 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 actively employed Named Executive Officers is required to hold stock equal to a multiple of three times his or her 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. ✓ üMulti-year performance period. Beginning in 2020, performancePerformance share awards will beare subject to two-year performance periods (with full(followed by an additional year of vesting on the one-year anniversary of the Committee's certification of performance)after performance is certified to facilitate retention and align with market practices). ✓ üTSR modifier. Beginning in 2020, performancePerformance share awards will beare subject to a +/–- 15% vesting modifier based on the Company'sCompany’s relative TSR performance over a two-year performance period. ✓ üClawback policy. In 2020, theThe Committee has 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: × What We Don't Do:
No change-in-control tax gross-ups. × ×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 Contents20192021 Executive Compensation ProgramCompany's 2019Company’s 2021 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 Salary
Incentives
Restricted Stock Performance Shares Who Receives ![[MISSING IMAGE: tm223465d1-icon_1arrowpn.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-035536/tm223465d1-icon_1arrowpn.jpg){kind=icon}
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Form of Delivery ![[MISSING IMAGE: tm223465d1-icon_3arrowpn.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-035536/tm223465d1-icon_3arrowpn.jpg){kind=icon}
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Why We Pay Establish a pay foundation at competitive levels to attract and retain talented executives Performance or Vesting Period 1 year 1 year 2 years (service) 2 years (performance) plus 1 year (service) How Target and Payout Are Determined 
Annual Pay Element Salary
Incentives
Restricted Stock Performance Shares compensation paid to similarly situated executives at the Company, competitive market median, and input from the independent compensation consultant compensation paid to similarly situated executives at the Company, competitive market median, and input from the independent compensation consultant Performance Measures Individual Adjusted earnings per share, net sales, operating profit Change in Company stock price Adjusted EBITDA, Company stock price and a relative TSR performance modifier Officers'Officers’ total target compensation was incentive-based,performance-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.2019.
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November 2018,October 2020, based on the compensation analysis performed by Willis Towers WatsonMeridian as well as individual performance, for 2019,2021, the Committee increased the base salaries for all of the then-serving Named Executive Officers other than Mr. Fievez. Although the Committee did not approve a 2019 merit increase for Mr. Fievez, Mr. Fievez'sOfficers. Ms. Peacock’s base salary increased above his 2018 level due to a discretionary cost of living adjustment made bywas established when she joined the Company based on the competitive market as well as the customary statutory cost of living adjustment in Luxembourg did not occur in 2019.Company’s historical compensation practices.20192021 and 2018:Name
Base Salary
Base Salary Jeffrey Kramer, PhD $ 800,000 $ 850,000 R. Andrew Wamser, Jr. $ 462,338 $ 471,636 $ 441,720 $ 429,431 Ricardo Nuñez $ 459,199 $ 468,383 N/A $ 460,000 Name 2019 Annual
Base Salary
2018 Annual
Base Salary
Jeffrey Kramer, PhD $749,000 $700,000
R. Andrew Wamser, Jr.
$448,050
$435,000
Michel Fievez(1)
$457,859
$458,287
Daniel Lister
$446,505
$433,500
Ricardo Nuñez(2)
$444,960
$432,000(1)Fievez'sHoek’s compensation was paid in Euros, and his 20182021 and 2020 base salary was converted at the December 31, 20182021 and December 31, 2020 exchange raterates of 1.14361.1339 Euros and 1.227 Euros to the U.S. dollar, respectively.his 2019 base salary was converted at the December 31, 2019 exchange rate of 1.1228 Euros to the U.S. dollar.(2)Mr. Nuñez's 2018 base salary represents hisdid not have an annual base salary effective July 1, 2018. Prior to July 1, 2018, Mr. Nuñez's 2018 base salary was $400,000.Company'sCompany’s objectives. The 20192021 target annual incentive opportunities (as a percentage of base salary) for the Named Executive Officers remained at the same levels that were established for 2018.Officers'Officers’ annual incentive opportunities reflecting their differing responsibilities and opportunities to affect business outcomes.20192021 performance objectives were selected because they were deemed by the Committee to be the primary drivers for delivering increased stockholder value. These performance objectives were established after considering economic conditions affecting the legacy tobacco-related business, the Company'sCompany’s prior year performance, the impact of additional expenses incurred as a result of a bondfinancing in late 2018 intended to provide flexibility to pursue organic and inorganic growth, and the Company'sCompany’s internal long-term operating plan.Corporate Business Unit
100% —
the anticipated continued effects of the COVID-19 pandemic, including on our supply chain.(1)Messrs. Fievez The Committee believed at the time that the performance targets were rigorous yet achievable, and Lister were each allocated 50% of their annual incentive opportunitytherefore established the targets so that they would be achieved, at the target performance level, if the Company successfully executed against its operating plan for 2021. In setting the target goals with respect to the achievement of goals relating to their business units ofcorporate and Engineered Papers, the Committee considered the forecasted decreases in overall sales volumes for our legacy tobacco-related business and Advanced Materials & Structures, respectively.Name Corporate Business Unit Jeffrey Kramer, PhD 100% — R. Andrew Wamser, Jr. 100% — Omar Hoek 50% 50% Ricardo Nuñez 100% — Tracey Peacock 50% 50% Officers during 2019: 2021 Objectives Results MEASUREMENT METRICS
(50%)
(100%)
(150%)
(200%)
Performance
Percentage Corporate Metric $ 3.59 $ 3.90 $ 4.06 $ 4.21 $ 3.74 74.4% Engineered Papers(2) 50% Net Sales (in millions) $ 463.5 $ 503.8 $ 523.9 $ 544.1 $ 519.6 139.3% 50% Operating Profit (in millions) $ 114.0 $ 123.9 $ 128.8 $ 133.8 $ 110.3 0% Advanced Materials & Structures(2) 50% Net Sales (in millions) $ 539.3 $ 586.1 $ 609.6 $ 633.0 $ 620.2 172.7% 50% Operating Profit (in millions) $ 65.7 $ 71.4 $ 74.3 $ 77.2 $ 56.3 0% 2019 Objectives Results MEASUREMENT
METRICS
Threshold
(50%)
Target
(100%)
Outstanding
(150%)
Maximum
(200%)
Actual
Performance
Attainment
Percentage
Corporate Metric
100% Adjusted earnings per share(1)
$3.12
$3.39
$3.53
$3.66
$3.66
198.9%
Engineered Papers(2)
50% Net Sales (in millions)
$538.7
$573.0
$596.0
$618.9
$568.0
92.7%
50% Operating Profit (in millions)
$109.5
$116.5
$121.1
$125.8
$124.9
189.7%
Advanced Materials & Structures(2)
50% Net Sales (in millions)
$465.5
$506.0
$526.2
$546.4
$480.8
68.9%
50% Operating Profit (in millions)
$55.2
$60.0
$62.4
$64.8
$64.9
200.0%
(1)Company'sCompany’s approved budget. To the extent not reflected in such budget, it excludes restructuring-related expenses and charges, purchase price accounting amortization, accretion of a specified earnout liability, the impact of future stock buybacks, unusual and non-recurring items determined in accordance with U.S. generally accepted accountingCompany'sCompany’s past practice as approved by the Committee and calculated using budgeted foreign exchange rates as reflected in the Company'sCompany’s financial records.20192021 target annual incentive opportunities for each Named Executive Officer (expressed as a percentage of 20192021 base salary and in dollars) and the 20192021 annual incentive payouts received by each Named Executive Officer.Name
(% of Base
Salary)
Award
Opportunity ($)
($)
as a %
of Target Jeffrey Kramer, PhD 100% $ 850,000 $ 632,051 74.4% R. Andrew Wamser, Jr. 65% $ 306,563 $ 227,957 74.4% 60% $ 257,658 $ 185,590 72.0% Ricardo Nuñez 60% $ 281,030 $ 208,971 74.4% 60% $ 199,628 $ 160,359 80.3% Target Bonus
(% of Base
Salary)
Target Bonus
Award
Opportunity ($)
Final Bonus
($)
Final Bonus
as a %
of Target
100% $749,000 $1,490,052 198.9% (1)FievezHoek were converted at the December 31, 20192021 exchange rate of 1.12281.1339 Euros to the U.S. dollar. 20192021 Long-Term Incentive Compensation2019,2021, the Committee granted our Named Executive Officers long-term incentive award opportunities for the 20192021-2022 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. 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,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.
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20192021 performance cycleperiod was equal to 270%340% of base salary for Dr. Kramer and ranged from 75%95% – 110%140% for the other Named Executive Officers. In 2019,2021, the Committee increased Dr. Kramer'sKramer’s target opportunity, as a percentage of base salary, to 270%340% (from 250%300% in 2018)2020), Mr. Wamser'sWamser’s target opportunity, as a percentage of base salary, to 110%140% (from 100%130% in 2018)2020), and theMr. Hoek’s target opportunities for Messrs. Fievez, Lister, and Nuñez,opportunity, as a percentage of base salary, to 95% (from 75% in 2020) and Mr. Nuñez’s target opportunity, as a percentage of base salary, to 95% (from 65%85% in 2018)2020), in each case based on individual performance and/or in order to further align their total direct compensation with the market median.20192021 long-term incentive program, expressed (i) as a percentage of 20192021 base salary and (ii) in dollars. The 2019 long-term incentive award was delivered 65% in performance shares and 35% in service-based restricted stock.Name
(% of Base Salary)
Award Opportunity ($) Jeffrey Kramer, PhD 340% $ 2,890,000 R. Andrew Wamser, Jr. 140% $ 660,290 95% $ 441,455 Ricardo Nuñez 95% $ 444,964 95% $ 316,077 Name Target LTIP (% of Base Salary) Target LTIP Award Opportunity ($)
Jeffrey Kramer, PhD 270% $2,022,300
R. Andrew Wamser, Jr.
110%
$492,855
Michel Fievez(1)
75%
$343,715
Daniel Lister
75%
$334,879
Ricardo Nuñez
75%
$333,720(1)Fievez'sHoek’s target opportunity under our 20192021 long-term incentive program was established based upon his salary at the December 31, 20182020 exchange rate of 1.14361.227 Euros to the U.S. dollar.2019(2)Name
(Number of Shares) Jeffrey Kramer, PhD 26,178 R. Andrew Wamser, Jr. 5,980 Omar Hoek 3,998 Ricardo Nuñez 4,030 2,864 The 2015 LTIP provides opportunitiesearna two-year performance shares based on achievement of performance objectives. Asperiod, with annual incentive compensation, objectives for 2019 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, 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. As noted above, beginningName
of Performance Shares for
2021-2022 Performance Period Jeffrey Kramer, PhD 48,615 R. Andrew Wamser, Jr. 11,107 Omar Hoek 7,426 Ricardo Nuñez 7,485 5,317 will be granted withwere scheduled to vest based on the Company’s adjusted EBITDA performance during the 2020-2021 performance period, as set forth below. The number of performance shares earned based on the Company’s adjusted EBITDA performance were subject to a 15% reduction if the Company’s TSR fell below the twentieth percentile of the S&P 600 Materials Index during the two-year performance period followed byand a 15% increase if the Company’s TSR exceeded the eightieth percentileservice-based vesting period. Under this design,anniversary of the entire award is subjectdate the Committee certified achievement of the performance objective. Based on performance, participants were eligible to receive a full three yearspayout ranging from 0% – 200% of stock price fluctuations.Tabletarget, with a threshold payout opportunity equal to 50% of ContentsAs settarget.in the table below,adjusted EBITDA performance metrics applicable to the determination of the vesting of the 20192020 performance sharesshare awards for eligiblethe then-serving Named Executive Officers was based on the achievement of adjusted EBITDA. 2020-2021 Objectives
50%
100%
150%
200% $ 411.0 $ 467.0 $ 485.7 $ 513.7 2019 Objectives Results Threshold
50%
Target
100%
Outstanding
150%
Maximum
200%
Actual
Performance
Attainment
Percentage
$189.7 $206.2 $214.5 $222.7 $216.2 160.7%
During 2021, as permitted under the terms of the award, the Committee modified the adjusted EBITDA performance metric to increase the required performance goals to reflect additional earnings attributable to the Scapa Acquisition that occurred during 2021. Prior to the adjustments, the adjusted EBITDA performance goals were as follows ($ millions): Threshold — $389.0; Target — $442.0; Outstanding — $459.7; and Maximum — $486.2.(1)Company's 2019Company’s adjusted EBITDA performance over the 2020-2021 performance period, the Committee approved achievement at 160.7%84.5% of target. In addition, the Company’s TSR over the 2020-2021 performance period was at the 8th percentile of the S&P 600 Materials Index, resulting in a 15% decrease in achievement to 71.8% of target.
100%
Performance
Percentage
TSR Application Adjusted EBITDA ($ millions) $ 467.0 $ 449.6 84.5% 71.8% 2020,2022, the Named Executive Officers other than Mr. FievezMs. Peacock became eligible to receive the performance shares in the amounts set forth in the table below, with 50%100% vesting in each of February 2021 and February 2022,2023, subject to their continued employment through the vesting date. Ms. Peacock commenced employment with the Company in 2021 and, accordingly, did not receive a 2020 performance share award.Name
Awards: Target Number of
Performance Shares
Awards: Earned
Performance Shares Jeffrey Kramer, PhD 35,772 25,684 R. Andrew Wamser, Jr. 8,958 6,432 Omar Hoek 4,518 3,244 Ricardo Nuñez 5,818 4,177 connection with his retirement, Mr. Fievez's 2019 performance shares vested upon Committee certificationaddition, Ms. Peacock is entitled to relocation benefits in February 2020. 2019 Awards: Target Number of
Performance Shares
2019 Awards: Earned
Performance Shares
49,698 96,107 2019 Service-Based Restricted Stock AwardsPursuant to the service-based component of the 2019 award opportunity, in February 2019, the Named Executive Officers were granted shares of restricted stock with respect to 35% of the 2019 annual equity awards, as set forth in the table below. For the Named Executive Officers other than Mr. Fievez, one-half of the shares vested in February 2020, and subject to continued employment with theCompany, the remaining half will vest in February 2021. In connection with his retirement, Mr. Fievez's 2019 restricted stock award fully vested on December 31, 2019.Name2019 Service-Based Restricted Stock(Number of Shares) Jeffrey Kramer, PhD26,760R. Andrew Wamser, Jr. 6,522Michel Fievez 4,548Daniel Lister 4,432Ricardo Nuñez 4,416Additional 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 employmentaccordance with the Company throughCompany’s standard relocation policy for similarly situated executive officers. See the vesting date. On January 2, 2019, Mr. Fievez was granted 2,000 shares“2021 Summary Compensation Table” below for additional information regarding relocation benefits received by Ms. Peacock in 2021.restricted stock, which became fully vested upon Mr. Fievez's December 31, 2019 retirement. These restricted stock awardsthis award were granted to recognize the award recipients for their strong performance and to retain key executive talent.Retirement and Transition of Michel FievezDuring 2019 and as an inducement to retain Mr. Fievez until an appropriate successor was identified, the Company granted Mr. Fievez a $100,000 retention bonus if he remained employed with the Company through December 31, 2019. In October 2019, the Company and Mr. Fievez agreed that Mr. Fievez would retire from his role as Executive Vice President, Engineered Papers, effective December 31, 2019. In connection with Mr. Fievez's retirement, the Company and Mr. Fievez entered into a transition agreement in October 2019, which provided for the waiver of the time-based vesting requirements with respect to Mr. Fievez's outstanding equity awards, resulting in Mr. Fievez's outstanding time-based restricted stock and 2018 performance shares vesting on December 31, 2019 and his 2019 performance shares vesting upon Committee certification of performance in 2020. In addition, Mr. Fievezdetermined after considering market data and the Company entered into a consulting agreement pursuantCompany’s historical compensation practices as well as the compensation deemed necessary to which Mr. Fievez will provide transition servicesinduce Ms. Peacock to the Company through March 31, 2022 in exchange for a monthly retainer of 10,950 Euros ($12,295, based on a December 31, 2019 exchange rate) and a payment for the gross cost of his supplemental Luxembourg health insurance premiums. During the consulting period, Mr. Fievez is prohibited from competing withjoin the Company. Mr. Fievez and the Company agreed that the transition agreement and consulting agreement would govern the terms of Mr. Fievez's separation and he would not be entitled to any other compensation from the Company, including severance. In addition, Mr. Fievez expressly waived the retention bonus described above. Please see the discussion below under "Potential Payments upon Termination or Change of Control" for further information regarding the amounts to be paid to Mr. Fievez in connection with his retirement."Guidelines"“Guidelines”), which require the Company'sCompany’s executive officers, including the Named Executive Officers, to own shares of Company common stock with a fair market value equal to a multiple of base salary. The Guidelines are designed to align the interests of the Company'sCompany’s executive officers with theCompany'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 NamedCompany'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 or her base salary. As of the record date, each of our actively serving Named Executive Officers has either met (and continues to meet) the Guidelines or is progressing toward meeting the Guidelines within the required period. What Counts Toward the Guidelines
What Does Not Count
Toward the Guidelines ü ü✓ ü✓ ü✓ ü✓ 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 groupofficers'officers’ base salaries for the upcoming year
year'syear’s performance and determines incentive compensation payouts consultingand governance-related services to the Committee. With respect to 2019, Willis Towers Watson provided services related to theincluding review of 20192021 compensation adjustments, including a review of competitive 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 WatsonMeridian is retained by and reports to the Committee and, at the request of the Committee, participates in committee meetings. Willis Towers WatsonMeridian did not provide any other services to the Company in 2019.2021. The Committee reviewed the independence of Willis Towers WatsonMeridian under the New York Stock Exchange and SEC rules and concluded that the work of Willis Towers WatsonMeridian has not raised any conflict of interest.2019,2021, 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 highly talented executives. Compensation paid to the executive team is based on competitive market data developed annually by Willis Towers Watson.Meridian.Willis Towers WatsonMeridian in October 20182020 for evaluating 20192021 compensation was intended to reflect the scope of an executive'sexecutive’s responsibilities, experience in the position,20182020 compensation analysis relied on published survey data and proxy statement data from a peer group of companies.20182020 compensation analysis was the following published survey data compiled by Willis Towers Watson:Watson's 2018Watson’s 2020 General Industry Executive Compensation Survey Report and Mercer's 2018 Executive Benchmark Database•Watson's 2018Watsons’s 2020 Belgium Executive Compensation Database,JulyJanuary 1, 20192021 using an annual aging factor of 3.0%2.5% per year.20182020 compensation analysis also relied on proxy statement data from a peer group of 15 companies to supplement the survey data discussed above. The Committee believes that the Company'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.20192021 compensation decisions consisted of the companies below. This is the same peer group that was used for evaluating 20182020 compensation decisions. Peer Companies AptarGroup, Inc. Kraton Corporation Avient Corporation (f/k/a PolyOne Corporation) Lydall, Inc. Balchem Corporation Mercer International Inc. Clearwater Paper Corporation Minerals Technologies Inc. Deluxe Corporation Myers Industries, Inc(1) Ferro Corporation Neenah, Inc. H.B. Fuller Company Quaker Chemical Corporation Innospec, Inc. Peer Company Revenues
(in millions)*
Market Cap
Monthly
(in millions)
(as of July 31,
2018)
International
Business
(~% of Total
Revenues
Outside of the U.S.)
AptarGroup, Inc. $2,469 $6,390 74% Balchem Corporation $595 $3,220 23% Clearwater Paper Corporation $1,730 $372 5% Deluxe Corporation $1,966 $2,806 5% Innospec, Inc. $1,307 $1,975 59% Innophos Holdings $722 $883 38% KapStone Paper and Packaging Corporation $3,316 $3,403 14% Lydall, Inc. $698 $806 46% Minerals Technologies $1,676 $2,674 44% Multi-Color Corporation $1,301 $1,358 55% Neenah Paper, Inc. $980 $1,476 24% OMNOVA Solutions Inc. $783 $420 38% PH Glatfelter Company $1,596 $717 45% PolyOne Corporation $3,230 $3,585 0% Quaker Chemical Corporation $820 $2,367 55% 75th Percentile $1,848 $3,013 51% Median $1,307 $1,975 41% 25th Percentile $802 $845 23% Company** $1,073 $1,276 52%
February 2021.*DataMyers Industries, Inc. was compiled by Willis Towers Watson. The data generally represents revenueused for the most recent fiscal year end available2021 compensation analysis, but has since been removed from future analysis due to Willis Towers Watson at the time Willis Towers Watson compiled the dataDr. Kramer’s role as a director of such company, effective in October 2018.**Data represents the Company's projected revenues (including joint ventures) for 2018 at the time Willis Towers Watson compiled the data in October 2018.20192021 target total direct compensation to be competitive if it falls with +/–20%-15% of the market median. The analysis evaluates the following components:••••Company'sCompany’s executive compensation program and whether the program was reasonably likely to have a material adverse effect on the Company. The Committee concluded that the program design, metrics and objectives, taken as a whole and considered within the other financial control and approval processes in place at the Company, were not reasonably likely to have a material adverse effect on the Company."Compensation“Compensation Discussion & Analysis"Analysis” with management."Compensation“Compensation Discussion & Analysis"Analysis” be included in the Company's 2020Company’s 2022 Proxy Statement and incorporated by reference into the Company'sCompany’s Annual Report on Form 10-K for the year ended December 31, 2019.
Deborah Borg
Marco Levi
Kimberly E. Ritrievi, ScD20192021 and, to the extent required by the SEC executive compensation disclosure rules, 20182020 and 2017.2019. For 2019,2021, our Named Executive Officers were our Chief Executive Officer, our Chief Financial Officer, and our other three most highly compensated executive officers who served in such capacities as of December 31, 2019.2021.Name and principal position
(a)
(b)
($)
(c)
($)
(d)
Awards
($)
(e)(1)
Awards
($)
(f)
Incentive Plan
Compensation
($)
(g)(2)
Pension Value and
Non-qualified
Deferred
Compensation
Earnings
($)
(h)(3)
Compensation
($)
(i)
($)
(j)
Chief Executive Officer(4) 2021 $ 850,000 — $ 3,291,640 — $ 632,051 — $ 376,981 $ 5,150,672 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
EVP, Finance and CFO(5) 2021 $ 471,636 — $ 751,999 — $ 227,957 — $ 101,514 $ 1,553,106 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
EVP, Engineered Paper(6) 2021 $ 429,431 — $ 502,770 — $ 185,590 $ 12,099 $ 50,648 $ 1,180,538 2020 $ 441,720 $ 61,350 $ 641,899 — $ 433,694 $ 41,645 $ 36,401 $ 1,656,709
EVP, General Counsel and
Secretary(7) 2021 $ 468,383 — $ 506,775 — $ 208,971 — $ 90,623 $ 1,274,752 2020 $ 459,199 — $ 505,934 — $ 494,360 — $ 79,274 $ 1,538,767 2019 $ 444,960 — $ 823,521 — $ 531,119 — $ 76,715 $ 1,876,315 Tracey Peacock
EVP, Advanced Materials & Structures(8) 2021 $ 332,712 — $ 630,815 — $ 160,359 — $ 30,563 $ 1,154,449
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)
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 2017 $ 454,110 $ 157,000 $ 1,098,199 — $ 556,199 — $ 387,695 $ 2,653,202
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
2019
$
457,859
—
$
769,310
—
$
465,991
$
22,525
$
93,220
$
1,808,905 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
2019
$
446,505
—
$
826,001
—
$
446,592
—
$
31,758
$
1,750,856 2018 $ 433,500 — $ 232,647 — $ 231,756 — $ 16,961 $ 914,864 2017 $ 433,500 $ 16,000 $ 249,546 — $ 259,241 — $ 41,625 $ 999,912
2019
$
444,960
—
$
823,521
—
$
531,119
—
$
76,715
$
1,876,315 2018 $ 416,000 — $ 219,984 — $ 314,215 — $ 31,189 $ 981,388 2017 $ 387,868 — $ 209,950 — $ 258,816 — $ 19,218 $ 875,852 (1)20192021 represent the annual grants of performance share awards and service-based restricted stock awards, that were awarded as part of the 2019 annual equity grants, valued in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation ("(“FASB ASC Topic 718"718”). In addition, the 2019 amounts include the grant date fair value of 5,000 shares of restricted stock granted to Messrs. Wamser, Lister and Nuñez and 2,000 shares of restricted stock granted to Mr. Fievez, in each case, granted under the Company's 2015 LTIP in January 2019. The amounts included in this column for the 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, the maximum value of these awards at the grant date would be as follows: Dr. Kramer $5,266,397;$4,768,500; Mr. Wamser $1,283,466;$1,089,479; Mr. Fievez $895,068; Mr. Lister $872,100; andHoek $728,401; Mr. Nuñez $865,097.$734,190; and Ms. Peacock $521,527. See Note 2019 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 20192021 for a discussion of the relevant assumptions used in calculating the amounts reported for the applicable year.(2)20192021 represent annual incentive awards earned based on 20192021 performance for each Named Executive Officer.(3)20192021 in column (i) for Dr. Kramer consists of (a) $86,413$125,426 in Company contributions to the Company'sCompany’s Deferred Compensation Plan, (b) $102,522$210,478 in dividends on unvested restricted stock awards, (c) $12,086$16,500 in 401(k) savings plan matching contributions, (d) $11,327$10,077 in Company-paid life and disability insurance premiums, and (e) $10,000 in travel and parking benefits.benefits and (f) tax preparation fees of $4,500.(4)20192021 in column (i) for Mr. Wamser consists of (a) $38,444$14,149 in Company contributions to the Company’s Deferred Compensation Plan, (b) $66,280 in dividends on unvested restricted stock awards, (b) $14,864(c) $16,500 in 401(k) savings plan matching contributions, (c) $6,940and (d) $4,585 in Company-paid life and disability insurance premiums, and (d) $316,082 in trailing relocation expenses, which include (i) $160,172 for closing costs and standard real estate fees, (ii) $13,357 for moving and storage expenses, and (iii) $142,553 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 has been converted at the December 31, 20192021 exchange rate of 1.12281.1339 Euros to the U.S. dollar for 2019 compensation, December 31, 2018 exchange rate of 1.1436 Euros to the U.S. dollar for 2018 compensation,and December 31, 2017 exchange rate of 1.1994 Euros to the U.S. dollar for 20172021 compensation. The amount reported for 20192021 in column (i) for Mr. FievezHoek consists of (a) $20,490$18,159 in dividends on unvested restricted stock awards,Company payments of an automobile lease, (b) $6,040$686 in Company-paid life and disability insurance premiums,lunch vouchers, (c) $16,851 in Luxembourg holiday pay, (d) $13,231 representing the lease and insurance expense associated with a Company-provided car, (e) $7,000 in tax preparation services, (f) $11,263 in contributions to his Luxembourg Pension, (g) $17,740 in a goods and services allowance, and (h) $605 for luncheon vouchers. 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 Mr. Fievez's allowances were valued on the basis of the aggregate incremental cost to the Company and represent the amount accrued for payment or paid to Mr. Fievez.(6)The amount reported for 2019 in column (i) for Mr. Lister consists of (a) $24,886$29,316 in dividends on unvested restricted stock awards, and (b) $6,872(d) $2,487 in Company-paid life and disability insurance premiums.(7)20192021 in column (i) for Mr. Nuñez consists of (a) $18,853$16,862 in Company contributions to the Company'sCompany’s Deferred Compensation Plan, (b) $33,252$49,271 in dividends on unvested restricted stock awards, (c) $14,253$16,500 in 401(k) savings plan matching contributions, and (d) $10,357$7,990 in Company-paid life and disability insurance premiums.20192021 GRANTS OF PLAN-BASED AWARDS2019.2021.Name
Date
Date
Under Non-Equity Incentive
Plan Awards(1)
Under Equity Incentive
Plan Awards(2)
Stock Awards:
Number of
Shares of
Stocks or
Units(3)
Date
Fair Value
of Stock
Awards(4)
($)(d)
($)(e)
($)(f)
(#)(g)
(#)(h)
(#)(i) (#)(j) ($)(k) Jeffrey Kramer, PhD N/A N/A $425,000 $850,000 $1,700,000 — — — — — 2/15/21 2/15/21 — — — 24,308 48,615 123,408 — $2,139,546 2/15/21 2/15/21 — — — — — — 26,178 $1,152,094 R. Andrew Wamser, Jr. N/A N/A $153,282 $306,563 $613,126 — — — — — 2/15/21 2/15/21 — — — 5,554 11,107 28,196 — $488,819 2/15/21 2/15/21 — — — — — — 5,980 $263,180 Omar Hoek N/A N/A $128,829 $257,658 $515,316 — — — — — 2/15/21 2/15/21 — — — 3,713 7,426 18,851 — $326,818 2/15/21 2/15/21 — — — — — — 3,998 $175,952 Ricardo Nuñez N/A N/A $140,515 $281,030 $562,060 — — — — — 2/15/21 2/15/21 — — — 3,743 7,485 19,001 — $329,415 2/15/21 2/15/21 — — — — — — 4,030 $177,360 Tracey Peacock N/A N/A $99,814 $199,628 $399,256 — — — — — 4/12/21 5/11/21 — — — 2,659 5,317 13,497 — $239,318 4/12/21 5/11/21 — — — — — — 2,864 $128,909 5/12/21 5/11/21 — — — — — — 5,000 $225,050 All Other Stock Awards: Grant Grant Estimated Future Payouts Estimated Future Payouts Number of Date Date Under Non-Equity Incentive Under Equity Incentive Shares of Fair Value (b) Plan Awards(1) Plan Awards(2) Stocks or of Stock Threshold
($)(d) Target
($)(e) Maximum
($)(f) Threshold
(#)(g) Target
(#)(h) Maximum
(#)(i) Units
(#)(j)(3) Awards
($)(k)(4) N/A $374,500 $749,000 $1,498,000 — — — — — 2/20/19 — — — 24,849 49,698 99,396 — $3,309,925 2/20/19 — — — — — — 26,760 $921,614 2/20/19 — — — 6,056 12,112 24,224 — $806,688 2/20/19 — — — — — — 6,522 $224,618 1/28/19 — — — — — — 5,000 $156,600 2/20/19 — — — 4,223 8,446 16,892 — $562,577 2/20/19 — — — — — — 4,548 $156,633 1/2/19 — — — — — — 2,000 $50,100 2/20/19 — — — 4,115 8,230 16,460 — $548,113 2/20/19 — — — — — — 4,432 $152,638 1/2/19 — — — — — — 5,000 $125,250 2/20/19 — — — 4,101 8,202 16,404 — $546,184 2/20/19 — — — — — — 4,416 $152,087 1/2/19 — — — — — — 5,000 $125,250 20192021 annual incentive program. The amount actually earned by each Named Executive Officer is included in the Non-Equity Incentive Plan Compensation column in the 20192021 Summary Compensation Table.(2)have beenbe earned during the 20192021-2022 performance cycleperiod under the Company'sCompany’s 2015 LTIP. These performance shares weremay be earned based on the Company'sCompany’s adjusted EBITDA performance, and, with respectsubject to a +/- 15% modifier based on the Named Executive Officers other than Mr. Fievez,Company’s TSR performance during the 2021-2022 performance period, and will vest 50% on each of the first and second anniversariesanniversary of the date on which the Committee certifies the adjusted EBITDA and TSR achievement level,levels, subject to the Named Executive Officer'sOfficer’s continued employment through such dates. Mr. Fievez's performance shares fully vested in connection with his retirement on the date on which the Committee certified the adjusted EBITDA achievement level.date.(3)Except as noted in footnote 5, thesetime-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. Fievez,the restricted stock award granted to Ms. Peacock on April 12, 2021 with respect to 2,864 shares, vested 50% in February 20202022 and will vest 50% in February 2021,2023, subject to the Named Executive Officer'sOfficer’s continued employment through the applicable vesting date. Mr. Fievez's time-basedThe restricted stock fully vested upon his December 31, 2019 retirement.award granted to Ms. Peacock on May 12, 2021 with respect to 5,000 shares will vest 50% on each of May 12, 2023 and 2025, subject to the Ms. Peacock’s continued employment through the applicable vesting date.(4)2019 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2019,2021, for a discussion of the relevant assumptions used in calculating the amounts.other than Mr. Fievez as of December 31, 2019.Name
or Units of
Stock That
Have Not Vested (#)
Shares or Units of
Stock That Have Not
Vested ($)(1)
Awards: Number of
Unearned Shares, Units
or Other Rights That
Have Not Vested (#)(2)
Awards: Market or Payout
Value of Unearned Shares,
Units or Other Rights That
Have Not Vested ($)(1) Jeffrey Kramer, PhD 144,710(3) $ 4,326,829 48,615 $ 1,453,589 R. Andrew Wamser, Jr. 44,091(4) $ 1,318,321 11,107 $ 332,099 Omar Hoek 19,901(5) $ 595,040 7,426 $ 222,037 Ricardo Nuñez 28,421(6) $ 849,788 7,485 $ 223,802 Tracey Peacock 7,864(7) $ 235,134 5,317 $ 158,978 Name(1)Number of Sharesor Units of Stock ThatHave NotVested (#)Market Value ofShares or Units ofStock That Have NotVested ($)(6)Jeffrey Kramer, PhD154,358(2)$6,481,492R. Andrew Wamser, Jr.45,266(3)$1,900,719Daniel Lister30,055(4)$1,262,009Ricardo Nuñez34,752(5)$1,459,236(1)Mr. Fievez is excluded from this table because all of his stock awards vested as of2019, pursuant2021 closing share price of $29.90.terms of his transition agreement and as a result ofextent earned, on February 28, 2024, subject to the retirement provisions included inNamed Executive Officer’s continued employment through the award agreements.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 2021-2022 performance period are based on achieving the target performance goals.(2)26,76026,178 shares (13,380(13,089 of which vested or will vest on each of February 20, 202015, 2022 and 2021)2023); 6,8219,631 shares thatwhich vested on February 19, 2022; 48,054 shares earned based on 2019 performance which vested on February 28, 2020; 2,250 shares that will vest on April 21, 2021; 22,4202022; 35,164 shares earned based on 20182020 performance (11,210which vested on February 28, 2022; and 25,684 shares earned based on 2020-2021 performance which will vest on February 28, 2023, in each case, subject to Dr. Kramer’s continued employment through the applicable vesting date.28, 202015, 2022 and 2021)2023); and 96,1072,412 shares earned based on 2019 performance (48,054 of which will vest on February 28, 2021, and 48,053 of which will vest on February 28, 2022), in each case, subject to Dr. Kramer's continued employment through the applicable vesting date.(3)Consists of 6,522 shares (3,261 of which vested or will vest on each of February 20, 2020 and 2021); 1,533 shares that vested on February 28, 2020;19, 2022; 3,750 shares that will vestvested on February 5, 2022; 5,000 shares that will vest on January 28, 2023; 5,03811,711 shares earned based on 20182019 performance (2,519which vested on February 28, 2022; 8,806 shares earned based on 2020 performance that will vest on February 28, 2022; and 6,432 shares earned based on 2020-2021 performance which will vest on February 28, 2023, in each case, subject to Mr. Wamser’s continued employment through the applicable vesting date.28, 202015, 2022 and 2021)2023); 7,000 shares (3,500 of which vested or will vest on each of January 1, 2022 and 23,4232024); 1,217 shares which vested on February 19, 2022; 4,442 shares earned based on 20192020 performance (11,712 ofthat vested on February 28, 2022; and 3,244 shares earned based on 2020-2021 performance which will vest on February 28, 2021, and 11,711 of which will vest on February 28, 2022),2023, in each case, subject to Mr. Wamser'sHoek’s continued employment through the applicable vesting date.(4)4,4324,030 shares (2,216(2,015 of which vested or will vest on each of February 20, 202015, 2022 and 2021)2023); 1,0981,566 shares thatwhich vested on February 28, 2020;19, 2022; 5,000 shares that will vest on January 2, 2023; 3,6107,930 shares earned based on 20182019 performance (1,805which vested on February 28, 2022); 5,719 shares earned based on 2020 performance that will vest on February 28, 2022; and 4,177 shares earned based on 2020-2021 performance which will vest on February 28, 2023, in each case subject to Mr. Nuñez’s continued employment through the applicable vesting date.28, 202015, 2022 and 2021)2023); and 15,9155,000 shares earned based on 2019 performance (7,958(2,500 of which will vest on February 28, 2021,each of May 12, 2023 and 7,957 of which will vest on February 28, 2022)2025), in each case subject to Mr. Lister'sMs. Peacock’s continued employment through the applicable vesting date.(5)Consists of 4,416 shares (2,208 of which vested or will vest on each of February 20, 2020 and 2021); 1,013 shares that vested on February 28, 2020; 5,000 shares that will vest on September 30, 2021; 5,000 shares that will vest on January 2, 2023; 3,464 shares earned based on 2018 performance (1,732 of which vested or will vest on each of February 28, 2020 and 2021); and 15,859 shares earned based on 2019 performance (7,930 of which will vest on February 28, 2021, and 7,929 of which will vest on February 28, 2022), in each case subject to Mr. Nuñez's continued employment through the applicable vesting date.(6)Value calculated using the December 31, 2019 closing share price of $41.99.20192021 for each of the Named Executive Officers.Name
Acquired on
Vesting (#)
on Vesting ($) Jeffrey Kramer, PhD 84,525 3,881,506 R. Andrew Wamser, Jr. 19,904 913,175 Omar Hoek 1,217 55,690 Ricardo Nuñez 18,436 789,759 Tracey Peacock — — Name Number of Shares
Acquired on
Vesting (#) Value Realized on
Vesting ($)
19,530
790,770
1,533
62,071
35,668
1,439,127
5,783
228,072
1,013
41,016Fievez'sHoek’s pension benefits under the Luxembourg pension plan and the SWM France defined contribution retirement plan as of December 31, 2019.2021.Name Plan
of Credited
Service (#)
Accumulated
Benefit ($)
During Last
Fiscal Year Omar Hoek Luxembourg Pension 2 $ 53,704 — Name Plan Number of Years
of Credited
Service(#) Present Value of
Accumulated
Benefit ($) Payments
During Last
Fiscal Year
Michel Fievez Luxembourg Pension 4.3 $75,712 —
SWM France Defined Contribution Retirement Plan
5.5
$44,148
—FievezHoek participated in the Company'sCompany’s supplemental defined pension contribution plan for Luxembourg employees, which was adopted during 2016. This is a social supplemental plan that provides annuitized income to the participant upon retirement, in addition to the standard insured social retirement benefit. The present value of contributions accrued for his benefit as of December 31, 2019,2021, shown in dollars, was converted from Euros at the December 31, 20192021 exchange rate of 1.12281.1339 Euros to the U.S. dollar.Prior to his relocation to Luxembourg, Mr. Fievez participated in a national retirement arrangement required by French law. In connection with his relocation, Mr. Fievez's plan under French law was frozen until Mr. Fievez recommenced active participation in the French plan or his eligible retirement under French law.Mr. Fievez's retirement from the Company on December 31, 2019 constituted an eligible retirement under applicable law, and amounts will be paid to Mr. Fievez in accordance with the terms of the French and Luxembourg plans.Mr.Messrs. Wamser and Nuñez are our only Named Executive Officers who have elected to participate in such plan. The following table provides information regarding compensation that has been deferred by Dr. Kramer and Mr.Messrs. Wamser and Nuñez pursuant to the terms of our Deferred Compensation Plan.Name
contributions in
last FY ($)(1)
contributions in
last FY ($)(2)
earnings in
last FY ($)
withdrawals /
distributions
balance at last
FYE ($)(3) Jeffrey Kramer, PhD $ 218,735 $ 125,426 $ 113,577 — $ 1,404,011 R. Andrew Wamser, Jr. $ 23,582 $ 14,149 $ 2,947 — $ 40,678 Ricardo Nuñez $ 28,103 $ 16,862 $ 13,947 — $ 119,280 Name Executive
contributions in
last FY ($)(1) Registrant
contributions in
last FY ($)(2) Aggregate
earnings in last
FY ($) Aggregate
withdrawals /
distributions Aggregate
balance at last
FYE ($)(3)
$163,021
$86,413
$45,040
—
$512,003
$31,422
$18,853
$4,155
—
$54,430(1)Officer'sOfficer’s salary and compensation received under the annual incentive program and are included in the "Salary"“Salary” and "Non-Equity“Non-Equity Incentive Plan Compensation"Compensation” columns in the 20192021 Summary Compensation Table.(2)"All“All Other Compensation"Compensation” column in the 20192021 Summary Compensation Table.(3)2018:2020 and 2019: Dr. Kramer – $134,214;— $601,117; Mr. Wamser — $0; and Mr. Nuñez – $0."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."2016 Plan"“2016 Plan”) for members of the Company'sCompany’s senior executive team.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.2019,2021, the then-serving Named Executive Officers would generally have been entitled to receive:ii.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.2019,2021, 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 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.Officer'sOfficer’s employment with the Company or an affiliate terminates absent a change of control for a reason other than death, retirement, 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 casescase of Messrs. Lister andMr. Nuñez, this severance multiple equals one-half times base salary, in the casecases of Mr. Wamser and Ms. Peacock, 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 2016 Plan also provides 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 asPlan'sPlan’s change of control provisions. The continuing Named Executive Officers are also eligible to receive salary continuation in the event of death or disability. Disability pay is provided through a combination of Company-paid short-term disability benefits and insured long-term disability benefits in accordance with Company policy.Company'sCompany’s equity award agreements also include accelerated vesting provisions for a termination of employment (i) due to death, disability, or retirement (age 55, with at least five years of service to the Company and consent to retire provided by the Committee); (ii) without cause or due to good reason within 24 months following a "change“change in control"control” of the Company; or (iii) without cause not within such 24-month period. If the performance period with respect to a performance award is in process, then the award will (a) vest on a pro rata basis based on target performance in the event of death, disability, or termination of employment without cause or due to good reason within 24 months following a change in control; (b) vest on a pro rata basis based on actual performance for in-process performance periods in the case of retirement; or (c) be forfeited for a termination of employment for any other reason.2019,2021, are set forth in the following tables for all Named Executive Officers other than Mr. Fievez."2019“2021 Non-Qualified Deferred Compensation"Compensation” and "2019“2021 Pension Benefits,"” as applicable.As discussed above in the "Compensation Discussion & Analysis," effective December 31, 2019, Mr. Fievez retired from employment as the Company's Executive Vice President, Engineered Papers. In connection with Mr. Fievez's retirement, the Company and Mr. Fievez entered into a transition agreement in October 2019, which provided for the waiver of the time-based vesting requirements with respect to Mr. Fievez's outstanding equity awards, resulting in Mr. Fievez's outstanding time-based restricted stock and 2018 performance shares vesting on December 31, 2019 ($82,258, based on a December 31, 2019 stock price) and his 2019 performance shares vesting upon Committee certification of performance in 2020 ($563,360, based on a February 19, 2020 stock price). In addition, Mr. Fievez and the Company entered into a consulting agreement pursuant to which Mr. Fievez will provide transition services to the Company through March 31, 2022 in exchange for a monthly retainer of 10,950 Euros ($12,295, based on a December 31, 2019 exchange rate) and a payment for the gross cost of his supplemental Luxembourg health insurance premiums during the consulting period, of which the estimated value based on health insurance premium costs as of December 31, 2019 is 7,925 Euros ($8,898, based on a December 31, 2019 exchange rate). During the consulting period, Mr. Fievez is prohibited from competing with the Company.20192021Executive Benefits and
Payments Upon Termination
Payment
Retirement
($)
Retirement
($)
Not for Cause
Termination
($)
as a Result of
Change of
Control
($)
Disability
($)
Control
($) Base Salary Lump sum cash — — 1,700,000 2,550,000 634,885 — Incentive Compensation — Short-Term Incentive Lump sum cash — — — 4,470,156 1,490,052 — Shares — — 3,935,468 4,326,829 3,935,468 — Benefits and Perquisites: — Health Care — — — — 65,808 — — Dental Care — — — — 3,050 — — Disability Benefits — — — — 19,542 — — Life Insurance — — — — 10,692 1,000,000 — Accrued carryover for paid time off Lump sum cash — — 16,346 49,038 16,346 — Qualified 401(k) Plan Lump sum benefit 16,500 16,500 16,500 16,500 16,500 16,500
Comp Lump sum benefit 125,426 125,426 125,426 125,426 125,426 125,426 Total Executive Severance 141,926 141,926 5,793,740 11,637,041 7,218,677 141,926 Executive Benefits
and Payments Upon
Termination Type of
Payment Early
Retirement
($) Normal
Retirement
($) Involuntary
Not for Cause
Termination
($) Termination
as a Result of
Change of
Control
($) Death or
Disability
($) Change of
Control
($)
paid time off
Deferred Comp 20192021Executive Benefits and
Payments Upon Termination
Payment
Retirement
($)
Retirement
($)
Not for Cause
Termination
($)
as a Result of
Change of
Control
($)
Disability
($)
Control
($) Base Salary Lump sum cash — — 471,636 1,414,908 373,418 — Incentive Compensation — Short-Term Incentive Lump sum cash — — — 1,604,421 534,807 — Shares — — 1,191,545 1,318,321 1,191,545 — Benefits and Perquisites: — Health Care — — — — 95,832 — — Dental Care — — — — 5,233 — — Disability Benefits — — — — 11,232 — — Life Insurance — — — — 2,524 500,000 — Accrued carryover for paid time off Lump sum cash — — 9,070 27,210 9,070 — Qualified 401(k) Plan Lump sum benefit 16,500 16,500 16,500 16,500 16,500 16,500
Comp Lump sum benefit 14,149 14,149 14,149 14,149 14,149 14,149 Total Executive Severance 30,649 30,649 1,702,900 4,510,330 2,639,489 30,649 Executive Benefits
and Payments Upon
Termination Type of
Payment Early
Retirement
($) Normal
Retirement
($) Involuntary
Not for Cause
Termination
($) Termination
as a Result of
Change of
Control
($) Death or
Disability
($) Change of
Control
($) Daniel ListerRicardo Nuñez upon Retirement,20192021Executive Benefits and
Payments Upon Termination
Payment
Retirement
($)
Retirement
($)
Not for Cause
Termination
($)
as a Result of
Change of
Control
($)
Disability
($)
Control
($) Base Salary Lump sum cash — — 234,192 1,405,149 349,846 — Incentive Compensation: — Short-Term Incentive Lump sum cash — — — 1,593,357 531,119 — Shares — — 752,164 849,788 752,164 — Benefits and Perquisites: — Health Care — — — — 88,272 — — �� Dental Care — — — — 5,233 — — Disability Benefits — — — — 16,734 — — Life Insurance — — — — 7,235 500,000 — Accrued carryover for paid time off Lump sum cash — — 9,007 27,022 9,007 — Qualified 401(k) Plan Lump sum benefit 16,500 16,500 16,500 16,500 16,500 16,500
Comp Lump sum benefit 16,862 16,862 16,862 16,862 16,862 16,862 Total Executive Severance 33,362 33,362 1,028,725 4,026,152 2,175,498 33,362 Executive Benefits
and Payments Upon
Termination Type of
Payment Early
Retirement
($) Normal
Retirement
($) Involuntary
Not for Cause
Termination
($) Termination
as a Result of
Change of
Control ($) Death or
Disability
($) Change of
Control ($)
Base Salary Lump sum cash — — $223,253 $1,339,515 $333,505 —
Incentive Compensation
Benefits and Perquisites:
Total Executive Severance
—
—
$1,243,337
$4,064,741
$2,247,694
—Ricardo NuñezTracey Peacock upon Retirement,20192021Executive Benefits and
Payments Upon Termination
Payment
Retirement
($)
Retirement
($)
Not for Cause
Termination
($)
as a Result of
Change of
Control
($)
Disability
($)
Control
($) Base Salary Lump sum cash — — 460,000 1,380,000 343,585 — Incentive Compensation: — Short-Term Incentive Lump sum cash — — — 481,077 160,359 — Shares — — 75,520 235,134 75,520 — Benefits and Perquisites: — Health Care — — — — 65,808 — — Dental Care — — — — 3,050 — — Disability Benefits — — — — 9,825 — — Life Insurance — — — — 3,845 500,000 — Accrued carryover for paid time off Lump sum cash — — 8,846 26,538 8,846 — Qualified 401(k) Plan Lump sum benefit 16,000 16,000 16,000 16,000 16,000 16,000
Comp Lump sum benefit — — — — — — Total Executive Severance 16,000 16,000 560,366 2,221,277 1,104,310 16,000 Executive Benefits
and Payments Upon
Termination Type of
Payment Early
Retirement
($) Normal
Retirement
($) Involuntary
Not for Cause
Termination
($) Termination
as a Result of
Change of
Control ($) Death or
Disability
($) Change of
Control ($)
Base Salary Lump sum cash — — $222,480 $1,334,880 $332,351 —
Incentive Compensation:
Benefits and Perquisites:
Total Executive Severance
$33,106
$33,106
$1,381,329
$4,554,383
$2,351,756
$33,1062019,$47,026.Kramer'sKramer’s annual total compensation was $6,692,939.$5,150,672. This is the same amount reported in the Total column of the 20192021 Summary Compensation Table.142100 to 1. believe that there have been no significant changes to the Company's employee population or employee compensation arrangements during 2019 that would significantly impact the pay ratio disclosure. Therefore, as permitted by the SEC executive compensation disclosure rules, we are using the same median employee for purposes of disclosing the Company's 2019 pay ratio as was used for the 2018 pay ratio.Accordingly, we selected December 31, 20182021 as the date on which to determine our median employee. As of that date, we had approximately 3,5704,971 employees. In addition, as is permitted by the SEC'sSEC’s executive compensation disclosure rules, we eliminated 149145 employees in China (approximately 4.2%3.0% of our total employee population) from the data set.2018.2021. 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%94% of the statistical sample of employees worked in the U.S. and France, this established the range of employees (299)(314) 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 2016-2018.2019-2021. Finally, we calculated the 20192021 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 the Company.2017, the Compensation Committee retained Willis Towers Watson, the Committee's independent compensation consultant, to perform an Outside Director Pay Review based on publicly stated2021, each non-employee director received the following cash and stock compensation at the same peer group of companies examined in the 2017 executive competitive compensation analysis. The 2017 pay review concluded that total non-employee director compensation at the Company ranked at approximately the 46th percentile of peersfor service on our Board and was 4% below the peer group median on a dollar value basis. Accordingly, the Compensation Committee determined, in consultationits committees:with Willis Towers Watson, to recommend to the Board that non-employee director compensation be brought closer to the targeted market median. Based on such recommendation, the Board adjusted the non-employee director compensation program for the January 1, 2018 through December 31, 2019 period, as noted below.•$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 and prorated for one partial quarter of service.•••••Additionally, in connection with the 2019 pay review and after considering input from Willis Towers Watson, the Board increased the annual Board retainer to $95,000 in stock plus $70,000 in cash for the January 1, 2020 through December 31, 2021 period.20192021 in addition to reimbursement of his or her actual and reasonable travel expenses.20192021 DIRECTOR COMPENSATION
Paid in Cash
Awards ($)(2) Total Deborah Borg $ 80,000 $ 95,000 $ 175,000 Mark Bye $ 95,000 $ 95,000 $ 190,000 Jeffrey K. Keenan $ 100,000 $ 95,000 $ 195,000 Marco Levi $ 90,000 $ 95,000 $ 185,000 Kimberly E. Ritrievi, ScD $ 110,000 $ 95,000 $ 205,000 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(3) $25,495 $27,088 $52,583
Deborah Borg(4)
$60,083
$72,958
$133,041
K.C. Caldabaugh
$90,151
$85,000
$175,151
Jeffrey K. Keenan
$90,000
$85,000
$175,000
Marco Levi
$79,313
$85,000
$164,313
Kimberly E. Ritrievi, ScD
$92,720
$85,000
$177,720
John D. Rogers
$145,879
$85,000
$230,879
Anderson D. Warlick
$91,813
$85,000
$176,813(1)20192021 compensation received by Dr. Kramer as an employee of the Company is shown in the 20192021 Summary Compensation Table.(2)2019,2021, the total number of stock awards outstanding per director, in the form of shares or share units, were as follows: Ms. Arnold – 62,071; Ms. Borg – 2,070;— 7,851; Mr. Caldabaugh – 45,067;Bye — 5,278; Mr. Keenan – 19,231;— 82,691; Mr. Levi – 0;— 11,288; Dr. Ritrievi – 4,590; Mr.— 16,638; Dr. Rogers – 27,837;— 39,363; and Mr. Warlick – 37,221.— 57,812. These totals also include accumulated dividends on stock units.(3)Ms. Arnold resigned from the Board of Directors, effective at the Company's 2019 annual meeting of stockholders.(4)Ms. Borg was appointed to the Board of Directors and the Compensation Committee, effective February 21, 2019.
dividends.dividends, with stock units credited under the plan to be settled in shares of Common Stock. 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 participants'participants’ account balances in either plan. The Board appointed Mr.Since 2019, Dr. Rogers to succeed Mr. Caldabaughhas served as Chairman of the Board, effective as of April 25, 2019.Board. As an independent director, Mr.Dr. Rogers serves as Non-Executive 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 Claire L. Arnold* Deborah BorgK.C. Caldabaugh Marco Levi Kimberly E. Ritrievi John D. Rogers Anderson D. Warlick *Retired from the board in April 2019.Ms.Dr. Ritrievi and Messrs. Bye, Caldabaugh, 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.20192021 for each of the Standing Committees: Members Principal FunctionsMeetings in 2019 Principal Functions
in 2021
Kimberly E. Ritrievi (Chair)
Mark L. Bye
John D. RogersMark L. ByeK.C. Caldabaugh*
Jeffrey J. KeenanCompany'sCompany’s Audit Committee. 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” 7
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)
Mark L. ByeK.C. Caldabaugh*
Marco Levi
Anderson D. Warlick 1 • •Company'sCompany’s governance policies • 1 *Mr. Caldabaugh is retiring immediately following the Annual Meeting.75 times in 2019.2021. All of our directors then in office attended 100 percent of the meetings of the Board and applicable committees in 2019.20192021 Annual Meeting.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 Corporatedirector'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. 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 may impede our ability to execute our strategies, meet business objectives or achieve stakeholder requirements and expectations. 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 effectively and efficiently managed.expertise/sustainability.In 2018, we refreshed our sustainability strategy through efforts lead by our Operational Excellence and Sustainability department in connection with key parties across SWM, including our Chief Executive Officer Jeffrey Kramer and the Board of Directors. We also updated our supplier code, the SWM Codeabout-us/esg-report, for Responsible Procurement, and our Transparency in Supply Chains Act statement to further align with our sustainability goals.Across SWM, we conduct business with environmental, social, ethical, and supply chain-related concerns in mind. information.socialcommunity initiatives are highlighted below:usemanufacture Cocoa PaperTMPaperTM as packaging material. Cocoa PaperTMPaperTM is made from botanical fibers and is an eco-efficient product.biodegradable, compostable, and recyclable. Cocoa PaperTMPaperTM fibers are 100% carbon neutral, a first in the Engineered Papers (EP) portfolio. Sales of Cocoa PaperTMPaperTM benefit the Jacundá Forestry REDD+ Project in Brazil through the purchase of carbon credits to offset the impact of projected product sales.-certified suppliers. certification at all but two of its facilities supplying timber-based products.•••Recycling: Our U.S.-based Advanced Minerals and Structures manufacturing sites have incorporated more than 2 million pounds of recycled plastic into new products and across SWM more than 1,000 tons of cardboard were recycled. Many other initiatives are in place involving the reuse of waste products and packaging materials.
Brazil Trainee Program: SWM workspartnership with the Brazilian federal government to train young professionals for the job market. Every year, trainees are given an opportunity to work at SWM or industrial companies as mechanics, electricians, or administrative assistants.•Community Support: In various ways,area communities where our facilities participate inare located by providing jobs and sourcing products, we support efforts to make our communities stronger through financial donations and volunteer participation. Most of our philanthropic activities aroundefforts are locally directed, empowering our employees to contribute their time and expertise to organizations that matter to them and serve the world, including programsunique needs of their communities. We donate to benefit local children and seniors and raising funds for larger organizations. In April 2019, in recognition and celebration of the 49th Anniversary of Earth Month, 23 SWM manufacturing locations and the corporate office participated in Safety and Sustainability Week where sites engaged in activities involving safety, the environment, community engagement, and employee engagement. Activities included educating employees on a low-carbon lifestyle, recycling waste materials into art, picking up trash along roads, collecting book and canned food donations, bicycling challenges to promote a healthy lifestyle, fire extinguisher training, raising funds for charities and many others.RecognitionsWe are proud to report that in 2019 we received an A- score for our CDP Climate Change Forest responses, a B for our CDP Water Security response as well as our third consecutive silver medal for Corporate Social Responsibility (CSR) recognition from EcoVadis, an organization that rates sustainability practices."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 ourCompany'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/. 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.2019,2021, 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 2020
2022("(“Deloitte & Touche"Touche”) to serve as the Company'sCompany’s independent registered public accounting firm (the "outside auditor"“outside auditor”) for fiscal year 2020.2022. 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.2020."Deloitte"“Deloitte”), for the fiscal years ended December 31, 20192021 and 2018:2020: 2021 2020 3,695,561 $ 1,970,208 0 12,810 Total Audit and Audit-Related Fees 3,695,561 1,983,018 147,939 112,629 2,480,944 541,615 Total Tax Fees 2,628,883 654,244 1,895 1,895 Total Fees 6,326,339 $ 2,639,157 2019 2018
$1,742,915 $1,581,492 0 69,450 1,742,915 1,650,942 157,843 383,368 307,459 488,930 465,302 872,298 4,023 77,780 $2,212,240 $2,601,020
(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)(3)(4)(5)
"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 2019.2021. 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 Securities Exchange Act of 1934, as amended (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.20192021 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, 20192021 for filing with the SEC.Company'sCompany’s outside auditor for fiscal year 2020,2022, and the Board concurred with such recommendation.
Mark L. Bye
John D. Rogers
Jeffrey J. KeenanAUDIT COMMITTEE OF THE BOARD OF DIRECTORSKimberly E. Ritrievi (Chair)K.C. CaldabaughJeffrey J. KeenanJohn D. RogersTable of Contents
PROPOSAL THREE
NON-BINDING ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION"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 1415 to 44.30. 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. üStock ownership guidelines. üClawback policy. üAnnual risk assessment. üAnnual peer group review. ✓ Independent compensation consultant. What We Don't Do:✓
Stock ownership guidelines. ✓ Clawback policy. ✓ Annual risk assessment. ✓ Annual peer group review. 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. "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 20212023 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 20, 2020.18, 2022. 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 20212023 Annual Meeting not earlier than December 24, 202022, 2022 and not later than January 23, 2021.21, 2023. 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, 20192021 (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 2, 2020.1, 2022. Additional copies of the Company'sCompany’s Annual Report on Form 10-K for the fiscal year ended December 31, 20192021 (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.
Schweitzer-Mauduit International, Inc.
100 North Point Center East — Suite 600
Alpharetta, Georgia 30022If 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-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 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 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.![[MISSING IMAGE: tm223465d1-pxy_proxy1bw.jpg]](https://files.docoh.com/DEF 14A/0001104659-22-035536/tm223465d1-pxy_proxy1bw.jpg)
23, 202021, 2022 GO GREEN e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access. INC. NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of Meeting, Proxy Statement and Proxy Card are available at www.swmintl.com Please sign, date and mail your proxy card in the envelope provided as soon as possible. Please detach along perforated line and mail in the envelope provided. 20333000000000001000 5 042320 Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.042122 THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES, AND “FOR” PROPOSALS 2 AND 3. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x 1. Election of Three Class IIII Directors: NOMINEES: FOR ALL NOMINEESO Mark Bye O Jeffrey KeenanNOMINEES WITHHOLD AUTHORITYO Marco LeviAUTHORITY FOR ALL NOMINEES FOR ALL EXCEPT (See instructions below) NOMINEES: Deborah Borg Jeffrey Kramer, Ph. D. Anderson D. Warlick INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. FOR AGAINST ABSTAIN 2. Ratify the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2020.2022. 3. Hold a Non-binding advisory vote to approve executive compensation. NOTE: The proxies are authorized to vote, at their discretion, upon such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. The undersigned acknowledges receipt from the Company before the execution of this proxy of the Notice of Annual Meeting of Stockholders, a Proxy Statement for the Annual Meeting of Stockholders and the 20192021 Annual Report to Stockholders. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. Please mark here if you plan to attend the meeting. To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. Signature of Stockholder Date: Signature of StockholderDate:
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- 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 23, 202021, 2022 The undersigned hereby appoints RICARDO NUÑEZ and R. A N D R E W W A M S E R ANDREW WAMSER, Jr., 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 oand each of them, proxies with full power of substitution, to 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 ” Schweitzer-Mauduit International, Inc. (the “Company”) 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 2 , 2 0 2 0 , 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 theld of record by the C o m p a n y ’s h e a d q u a r t e r s ,undersigned on March 1, 0 0 N o r t h P o i n t C e n t e r E a s t , A l p h a r e t t a , G A 3 0 0 2 2 a t2022, at the Annual Meeting of Stockholders of the Company, to be held at the Company’s headquarters, 100 North Point Center East, Alpharetta, GA 30022 at 11:00 a.m. Eastern Time, on Thursday, April 23, 2020,21, 2022, 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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23, 2020 INC.21, 2022PROXY VOTING INSTRUCTIONS INTERNET - Access “www.voteproxy.com” and follow the on-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page. Vote online until 11:59 PM ETEST the day before the meeting. MAIL - Sign, date and mail your proxy card in the envelope provided as soon as possible. IN PERSON - You may vote your shares in person by attending the Annual Meeting. GO GREEN - e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access. COMPANY NUMBER ACCOUNT NUMBER NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of Meeting, Proxy Statement and Proxy Cardare available at www.swmintl.com Please detach along perforated line and mail in the envelope provided IF you are not voting via the Internet. 20333000000000001000 5 042320 Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.042122 THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES, AND “FOR” PROPOSALS 2 AND 3. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x 1. Election of Three Class IIII Directors: NOMINEES: FOR ALL NOMINEESO Mark Bye O Jeffrey KeenanNOMINEES WITHHOLD AUTHORITYO Marco LeviAUTHORITY FOR ALL NOMINEES FOR ALL EXCEPT (See instructions below) NOMINEES: Deborah Borg Jeffrey Kramer, Ph. D. Anderson D. Warlick INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: FOR AGAINST ABSTAINTo change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted viathis method. 2. Ratify the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2020.2022. 3. Hold a Non-binding advisory vote to approve executive compensation. FOR AGAINST ABSTAIN NOTE: The proxies are authorized to vote, at their discretion, upon such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. The undersigned acknowledges receipt from the Company before the execution of this proxy of the Notice of Annual Meeting of Stockholders, a Proxy Statement for the Annual Meeting of Stockholders and the 20192021 Annual Report to Stockholders. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. Please mark here if you plan to attend the meeting. To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. Signature of Stockholder Date: Signature of StockholderDate: NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of Meeting, Proxy Statement and Proxy CardStockholder Date:Note: Please sign exactly as your name or names appear on this Proxy. When shares are available at www.swmintl.com COMPANY NUMBER ACCOUNT NUMBER PROXY VOTING INSTRUCTIONSheld jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give fulltitle as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.