MATIV HOLDINGS, INC.

~~SCHWEITZER-MAUDUIT INTERNATIONAL, INC.~~
100 ~~North Point Center East,~~Kimball Place, Suite 600

Alpharetta, Georgia ~~30022-8246~~30009

PROXY STATEMENT

INTRODUCTION

This Proxy Statement and the accompanying proxy card are being furnished to the stockholders of ~~Schweitzer-Mauduit International,~~Mativ Holdings, Inc., a Delaware corporation, formerly known as Schweitzer-Mauduit International, Inc. and referred to as either the “Company” or ~~“SWM,~~“Mativ,” in connection with the solicitation of proxies by the Board of Directors of the Company (the “Board”) for use at the ~~2022~~2024 Annual Meeting of Stockholders (the “Annual Meeting”) and at any adjournment or postponement thereof. The Company intends to mail this Proxy Statement and proxy card, together with the ~~2021~~2023 Annual Report to Stockholders, on or about March ~~18, 2022.~~14, 2024. This will be the second Annual Meeting of Stockholders following the completion of the merger on July 6, 2022, of Schweitzer-Mauduit International, Inc. (“SWM”) and Neenah, Inc. (“Neenah”), resulting in the combined company, Mativ Holdings, Inc. (the “Merger”).

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

When and Where is the Annual Meeting?

The Annual Meeting will be held via live audio webcast on April ~~21, 2022,~~24, 2024, at 11:00 a.m. Eastern Time, in a virtual meeting format at www.virtualshareholdermeeting.com/MATV2024. As this year’s Annual Meeting will be conducted virtually, please do NOT travel to the Company’s corporate headquarters ~~located~~for the Annual Meeting.

How May I Participate in the Virtual Annual Meeting?

You may attend the virtual Annual Meeting, ask questions, and vote your shares during the Annual Meeting at ~~100 North Point Center East, Alpharetta, Georgia.~~www.virtualshareholdermeeting.com/MATV2024. If you are a stockholder of record as of March 4, 2024, the record date for the Annual Meeting, you should log into the meeting website with your 16-digit control number found on your proxy materials, which will allow you to vote and ask questions during the meeting.

Online check-in will begin at 10:45 a.m. Eastern Time. We encourage you to access the Annual Meeting prior to the start time, leaving ample time for the check-in process. There will be technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during check-in or during the meeting, please call the technical support number that will be posted on the virtual shareholder meeting login page.

The Company will post the rules of conduct for the Annual Meeting to the virtual meeting website. We will post a recording of the entire meeting, including appropriate questions received during the meeting and the Company’s answers, on http://ir.mativ.com/ as soon as practicable after the Annual Meeting.

As always, you are encouraged to vote your shares prior to the Annual Meeting.

What is the Purpose of the Annual Meeting?

At the Annual Meeting, stockholders will act upon the matters listed in the attached Notice of Annual Meeting of Stockholders, including (i) to elect ~~three~~two directors for terms expiring in ~~2025;~~2027; (ii) to ratify the Audit Committee’s selection of Deloitte & Touche LLP as our independent registered public accounting firm for ~~2022; and~~2024; (iii) to hold a non-binding advisory vote to approve executive ~~compensation.~~compensation; and (iv) to approve the adoption of the Mativ Holdings, Inc. 2024 Equity and Incentive Plan.

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

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

Who May Attend the Annual Meeting?

All stockholders of record at the close of business on March ~~1, 2022,~~4, 2024, the record date for the Annual Meeting, or their duly appointed proxies may attend the Annual Meeting. Although we encourage you to promptly complete

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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 virtually in person.

What Constitutes a Quorum for Purposes of the Annual Meeting?

A quorum for the Annual Meeting will be a majority of the ~~issued and~~ outstanding shares of the Company’s common stock, par value $0.10 per share (the “Common Stock”), virtually present in person or represented by proxy at the Annual Meeting. Abstentions and “broker non-votes” are counted as present for purposes of determining a quorum.

Can I Ask Questions at the Virtual Annual Meeting?

Yes. Stockholders as of the record date who properly log in and participate in our virtual Annual Meeting will have an opportunity to submit questions live via the Internet during a designated portion of the meeting. During the question and answer session, we intend to answer all questions submitted during the meeting which are pertinent to the Company and the meeting matters, as time permits.

Who is Entitled to Vote at the Annual Meeting?

Each stockholder of record at the close of business on March ~~1, 2022,~~4, 2024, the record date for the Annual Meeting, will be entitled to one vote for each share registered in such stockholder’s name. As of March ~~1, 2022,~~4, 2024, there were ~~31,671,415~~54,300,282 shares of Common Stock outstanding.

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Participants in the Company’s Retirement Savings Plan, the Neenah, Inc. 401(k) Plan and the Neenah, Inc. Retirement Contribution Plan (093861) (the ~~“Plan”~~“Plans”) may vote the number of shares they hold in that plan. The number of shares shown on a participant’s proxy card includes the stock units the participant holds in the ~~Plan~~Plans and serves as a voting instruction to the trustee of the ~~Plan~~Plans for the account in the participant’s name. Information as to the voting instructions given by individuals who are participants in the ~~Plan~~Plans will not be disclosed to the Company.

A list of stockholders entitled to vote at the Annual Meeting will be available to stockholders for examination 10 days prior to the Annual Meeting. To review the list of stockholders, please contact Investor Relations at ~~investors@swmintl.com.~~investors@mativ.com.

How May I Vote My Shares?

If you are a stockholder of record and hold your shares in your own name with our transfer agent, American Stock Transfer & Trust Company, you can vote by completing, signing, dating and mailing the enclosed proxy card to American Stock Transfer & Trust Company in the envelope provided. Proxy cards received prior to the Annual Meeting will be voted as instructed. You may also vote over the Internet 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~~during the virtual Annual ~~Meeting.~~Meeting by logging into the website with your 16-digit control number found on your proxy materials.

If your shares are held in “street name” ~~(i.e.~~(i.e., if they are held through a broker, bank or other nominee), you may 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 prior to the Annual Meeting. ~~If your shares are held in “street name” and you wish to~~You may also vote ~~in person at~~during the virtual Annual Meeting ~~you must obtain a legal~~by logging into the website with your 16-digit control number found on your proxy ~~from the record holder (the broker, bank or other nominee) giving you the right to vote your shares at the Annual Meeting.~~materials.

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

How Does the Board Recommend that I Vote?

The Board unanimously recommends that you vote:

•

•	FOR the two nominees for election to the Board named in Proposal One - Election of Directors;

•	FOR Proposal Two - Ratification of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for 2024;

~~FOR~~ ~~the three nominees for election to the Board named in Proposal One — Election of Directors;~~

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•

~~FOR~~ ~~Proposal Two — Ratification of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for 2022; and~~

•

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

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•	FOR Proposal Three - Non-Binding Advisory Vote to Approve Executive Compensation; and

•	FOR Proposal Four - Adoption of the Mativ Holdings, Inc. 2024 Equity and Incentive Plan.

What Vote is Required to Approve Each Proposal?

Proposal One —- Election of Directors. Directors will be elected by a plurality vote of shares of the Company’s Common Stock as of the record date virtually present in person or represented by proxy at the Annual Meeting and entitled to vote on the election of directors. This means that the individuals who receive the greatest number of votes cast “FOR” 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.

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

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

Proposal Four - Approval of the Adoption of the Mativ Holdings, Inc. 2024 Equity and Incentive Plan. The vote shall be decided by the affirmative vote of a majority of shares of the Common Stock as of the record date virtually present in person or represented by proxy and entitled to vote on the subject matter.

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What Happens if I Do Not Vote My Shares?

We encourage you to vote. Voting is an important stockholder right and helps to establish a quorum for the conduct of business. Abstentions and “broker non-votes” are counted as present and entitled to vote for purposes of determining a quorum. In tabulating the voting result for any particular proposal, abstentions and, if applicable, broker non-votes are not counted as votes “FOR” or “AGAINST” ~~(or~~(or “WITHHOLD” for) the proposals. Accordingly, abstentions will have no effect on Proposal One, since only votes “FOR” a director nominee will be considered in determining the outcome. Because they are considered to be present and entitled to vote for purposes of determining voting results, abstentions will have the effect of a vote “AGAINST” Proposals Two, Three and ~~Three.~~Four.

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

How Can I Revoke My Proxy or Change My Vote?

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

If your shares are held in “street name” (~~i.e.~~(i.e., if they are held through a broker, bank or other nominee), you may submit new voting instructions by contacting your broker, bank or other nominee. At any time before your

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previously submitted vote or previously granted proxy is voted, you may change such vote or revoke such proxy ~~in person at~~online during the Annual Meeting if you obtain a legal proxy from the record holder (the broker, bank or other nominee) giving you the right to vote the ~~shares.~~shares and have followed the instructions to participate in the meeting provided above under “How May I Participate in the Virtual Annual Meeting?”.

Who Pays for the Proxy Solicitation?

The Company has engaged the firm of Georgeson LLC, to assist in distributing and soliciting proxies for a fee of approximately ~~$12,500,~~$14,750, plus reasonable out-of-pocket expenses. However, the proxy solicitor fee is only a small fraction of the total cost of the proxy process. A significant expense in the proxy 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.

Who Will Count the Vote?

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

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Who Can Help Answer Any Other Questions I Might Have?

If you have any questions concerning the virtual Annual Meeting or would like additional copies of the 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.

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~~STOCK OWNERSHIP~~

~~Significant Beneficial Owners~~

The following table shows the persons known to the Company as of March 1, 2022 to be the beneficial owners of more than 5% of the outstanding shares of the Company’s Common Stock. In furnishing the information below, the Company has relied solely on information filed with the Securities and Exchange Commission (the “SEC”) by the beneficial owners.

Name and Address of Beneficial Owner
Amount and
Nature of
Beneficial
Ownership

Percent
of Class*

Sole
Voting
Power

Shared
Voting
Power

Sole
Investment
Power

Shared
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

*

~~Percentages are calculated based on 31,671,415 shares of Common Stock issued and outstanding on March 1, 2022.~~

~~(1)~~

~~Based solely on information contained in a Schedule 13G/A filed on January 27, 2022 by BlackRock Inc. to report its beneficial ownership of Common Stock.~~

~~(2)~~

~~Based solely on information contained in a Schedule 13G/A filed on February 10, 2022 by The Vanguard Group, Inc. to report its beneficial ownership of Common Stock.~~

~~(3)~~

~~Based solely on information contained in a Schedule 13G/A filed on February 11, 2022 by Cooke & Bieler LP to report its beneficial ownership of Common Stock.~~

~~(4)~~

Based solely on information contained in a Schedule 13G filed on January 18, 2022 by Allspring Global Investments Holdings, LLC (“AGIH”), Allspring Global Investments, LLC (“AGI”), and Allspring Funds Management, LLC ("AFM") to report their beneficial ownership of Common Stock. AGIH reported sole voting power with respect to 1,593,971 shares of Common Stock and sole investment power with respect to 1,670,667 shares of Common Stock. AGI reported sole voting power with respect to 258,044 shares of Common Stock and sole investment power with respect to 1,666,441 shares of Common Stock. AFM reported no beneficial ownership of common stock Prior to its sale on November, 1, 2021, AGIH was a subsidiary of Wells Fargo & Company, and prior to that date, its holdings were included on Schedules 13G filed by Wells Fargo & Company, LLC.

~~(5)~~

~~Based solely on information contained in a Schedule 13G/A filed on February 8, 2022 by Dimensional Fund Advisors LP to report its beneficial ownership of Common Stock.~~

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~~Directors and Executive Officers~~

To assure that the interests of directors and executive officers are aligned with the Company’s stockholders, the Company requires both directors and key executive officers (including all of the Company’s Named Executive Officers, as described in the section entitled “Executive Compensation — Compensation Discussion & Analysis”) to own minimum amounts of Common Stock within five years of becoming subject to the policy. Either directly or through deferred compensation accounts, each director must hold equity, or equity equivalents, in an amount at least equal in value to five times the value of the directors’ annual Board cash retainer. Each Named Executive Officer must hold vested equity 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 five year period to be in compliance with these stock ownership guidelines.

The following table sets forth information as of March 1, 2022 regarding the number of shares of Common Stock beneficially owned by all directors and nominees, by each Named Executive Officer and by all directors and executive officers as a group. In addition to shares of Common Stock they own beneficially, certain 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 of Directors” below. Under such plan, each director holds the equivalent of stock units in a deferral account. Unless otherwise indicated in a footnote, each person listed below possesses sole voting and investment power with respect to the shares indicated as beneficially owned by that person.

~~DIRECTOR AND EXECUTIVE OFFICER BENEFICIAL OWNERSHIP TABLE~~

Name of Individual or Identity of Group
Amount and
Nature of
Beneficial
Ownership

Number of
Deferred Stock
Units(1)

Percent of
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%*

~~(1)~~

~~Represents the equivalent of stock units, including accumulated dividends, held in deferral accounts.~~

~~(2)~~

Percentages are calculated based on 31,671,415 shares of Common Stock issued and outstanding on March 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)~~

Includes 3,500 shares of restricted stock that will vested in January 2022; 7,658 shares of restricted stock that vested in February 2022; 8,137 shares of restricted stock that will vest in February 2023; 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. .

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~~(4)~~

Includes 105,937 shares of restricted stock that vested in February 2022; 57,928 shares of restricted stock that will vest in February 2023; 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.

~~(5)~~

Includes 17,229 shares of restricted stock that vested in February 2022; 5,000 shares of restricted stock that will vest in January 2023; 9,045 shares of restricted stock that will vest in February 2023; 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.

~~(6)~~

Includes 1,432 shares of restricted stock that vested in February 2022; 4,515 shares of restricted stock that will vest in February 2023; 2,500 shares of restricted stock that will vest in May 2023; 3,083 shares of restricted stock that will vest in February 2023; and 2,500 shares of restricted stock that will vest in May 2025.

~~(7)~~

Includes 29,669 shares of restricted stock that vested in February 2022; 5,000 shares of restricted stock that will vest in January 2023; and 13,856 shares of restricted stock that will vest in February 2023; 4,434 shares of restricted stock that will vest in February 2024; and 40,000 shares of restricted stock that will vest in January 2025.

Hedging and Pledging Policy

The Company’s insider trading policy prohibits directors and key executives (including all Named Executive Officers) from directly or indirectly hedging or pledging any of the Company’s equity securities. No shares listed in the table above are pledged as security.

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

The policy also generally prohibits all officers, directors and employees of the Company (and its subsidiaries, independent contractors or consultants) from, among other things, engaging in short sales or transactions in publicly traded options, puts, calls or other derivative securities based on the Company’s equity securities on an exchange or any other organized market.

Delinquent Section 16(a) Reports

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

Based solely on a review of copies of such reports filed with the SEC and written representations from the Company’s directors and executives that no other reports were required, the Company believes that all of its directors, executive officers and greater than 10% stockholders complied with the reporting requirements of Section 16(a) applicable to them since January 1, ~~2021,~~2023, other than one late Form 4 ~~for Mr. Nuñez to report a share disposition transaction to satisfy tax withholding obligations.~~filing by Messrs. Keenan, Rickheim, Downard, and Ms. Allegri, and one late Form 3 filing by Messrs. Downard and Elwart.

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2027 Annual Meeting of Stockholders. If elected by our stockholders, ~~Ms. Borg, Dr. Kramer~~Messrs. Singhal and ~~Mr.~~ Warlick will hold office until his ~~or her~~ successor has been elected and qualified or until the director’s earlier resignation or removal. ~~Ms. Borg, Dr. Kramer~~Messrs. Singhal and ~~Mr.~~ Warlick are current members of the Board.

The Board has determined that ~~Ms. Borg~~Messrs. Singhal and ~~Mr.~~ 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.

Board Recommendation

The Board of Directors unanimously recommends a vote FOR the election to the Board of each of the ~~three~~two nominees for director.

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Background Information on Nominees and Continuing Directors

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

Nominees for Election to the Board of Directors

Name Age Director Since Business Experience and Directorships
Deborah Borg 45 2019
Chief HR and Communications Officer of Bunge Limited, an agribusiness and food company, 2016 – Present
President, Dow USA of Dow Chemical, 2014 – 2015
Various leadership roles at Dow Chemical, 2000 – 2014

Jeffrey Kramer, PhD 62 2017
Chief Executive Officer of the Company, since April 2017
Vice President, Lubricants of Brenntag AG, 2015 – 2017
President and Chief Executive Officer of J.A.M. Distributing, 2013 – 2015
Various executive leadership roles at Air Products and Chemicals, Inc., 1987 – 2012
Director of Myers Industries, Inc. since February 2021

Anderson D. Warlick 64 2009 �� Chairman and Chief Executive Officer of Parkdale, Inc., a textile and consumer products company, and its subsidiaries, since 2000

Shruti Singhal Age: 54 Director Since: 2022			Business Experience:
			• President and Chief Executive Officer, Chroma Color Corporation, a leading formulator, and specialty color and additive concentrates supplier, since 2021 • President, DSM’s Engineering Materials Business, 2019 – 2021

			Public Company Directorships:
			• Director, Neenah Inc., 2021 – 2022

Anderson D. Warlick Age: 66 Director Since: 2009			Business Experience:
			• Chairman and Chief Executive Officer of Parkdale, Inc., a textile and consumer products company, and its subsidiaries, since 2001

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Members of Board of Directors Continuing in Office

Name Age Director Since Business Experience and Directorships
Mark L. Bye 65 2020
Executive Advisor of Morgan Stanley, a global financial institution, since November 2020, previously Managing Director of Morgan Stanley since 2008
Chairman of Bye Group LLC, since 2006

Jeffrey J. Keenan 64 2016
Senior Advisor of Roark Capital Group, a private equity firm, 2015 – February 2020
President and Chief Compliance Officer of Roark Capital Group, 2006 – 2015
Co-Founder and Chairman of IESI Corporation, 1996 – 2005

William M. Cook Age: 70 Director Since: 2022			Business Experience:
			• President and Chief Executive Officer, Donaldson Company, Inc., 2004 – 2015 • Various leadership roles at Donaldson Company, Inc., 1994 – 2004

			Public Company Directorships:
			• Chairman of the Board, IDEX Corporation, 2020 – 2022; Director, IDEX Corporation, 2008 – 2022 • Director, AXALTA Coating Systems, Ltd., since 2019 • Director, Neenah Inc., 2016 – 2022

Jeffrey J. Keenan Age: 66 Director Since: 2016			Business Experience:
			• Senior Advisor of Roark Capital Group, a private equity firm, 2015 – February 2020 • President, Chief Operating Officer and Chief Compliance Officer of Roark Capital Group, 2006 – 2015 • Co-Founder and Chairman of IESI Corporation, 1996 – 2005

Marco Levi Age: 64 Director Since: 2017			Business Experience:
			• Chief Executive Officer, Ferroglobe PLC, a mining and metals company, since January 2020 • Chief Executive Officer, Thermission AG, a metals finisher, June 2018 – December 2019 • President and Chief Executive Officer, Ahlstrom Corporation, 2014 – 2016 • Senior Vice President and Business President of Emulsion Polymers, Styron Corporation, 2010 – 2014

			Public Company Directorships:
			• Director of Ferroglobe PLC, since 2020

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Kimberly E. Ritrievi, ScD Age: 65 Director Since: 2018			Business Experience:
			• President, The Ritrievi Group, LLC, since 2005 • Various leadership roles at Goldman Sachs & Co., 1997 – 2004

			Public Company Directorships:
			• Director of Tetra Tech, Inc., since 2013

John D. Rogers, PhD Age: 62 Director Since: 2009			Business Experience:
			• President, Chief Executive Officer and Director of CFA Institute, an association of investment professionals, 2009 – 2014 • Founding Partner & Principal of Jade River Capital Management, LLC, 2007 – 2008 • President and Chief Executive Officer, Invesco Institutional N.A., Senior Managing Director and Head of Worldwide Institutional Business, AMVESCAP Plc, 2003 – 2006

Julie A. Schertell Age: 55 Director Since: 2022			Business Experience:
			• President & Chief Executive Officer of the Company, since July 2022 • President & Chief Executive Officer, Neenah, Inc., a global manufacturer of specialty materials, May 2020 – July 2022 • Chief Operating Officer of Neenah, Inc., January 2020 – May 2020 • Various leadership roles at Neenah, Inc., 2008 – 2020

			Public Company Directorships:
			• Director of the Ingersoll Rand Company, since 2023 • Director, Neenah Inc., 2020 – 2022

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Director Biographies and Qualifications for Service on the Company’s Board

Summary of Skills, Experience, and ~~Experience~~Attributes of Director Nominees and Directors

Our continuing directors and director nominees bring a diversity of expertise, experience, skills, and ~~skills~~attributes to the Board. The following director skills matrix highlights the balanced mix of skills, experience and ~~experience~~attributes that are most relevant to our Company. Further information on each individual director, including his or her qualifications for service on the Board, is set forth below in the director biographies.

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~~Executive Leadership~~

Current/Former CEO

X

~~Other~~

Public Company

Board ~~Service~~Experience

X

Strategic Leadership

X

~~Accounting/Financial Reporting~~

X

Audit/Accounting/ Financial Statements

X

~~Finance and Capital Management~~

X

M&A/Integration/ Transformation

X

~~Mergers & Acquisitions~~

X

Industrial/ Manufacturing Sector Experience

X

~~Industry Experience~~

X

International Experience

X

~~International Experience~~

X

Investor Relations

X

~~Business Development & Growth~~

X

Innovation/R&D

X

~~Brand and Marketing~~

X

Human Capital

X

~~Corporate Governance/~~~~Legal~~

X

Executive Compensation

X

~~Enterprise Risk Management/IT~~

X

Advertising/ Marketing/Sales

X

~~Human Capital Management~~

Communications

X

Enterprise Risk Management

X

Legal/Regulatory

X

ESG/Sustainability

X

Gender Diversity

Male

X

Female

X

Racial Diversity

Asian/Pacific Islander

X

White/Caucasian

X

~~Deborah Borg~~William M. Cook

~~Ms. Borg has over twenty years~~Mr. Cook is the retired Executive Chair (2015 - 2016) of experience with human capital management, including her most recent position as the Chief HR 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 ChemicalDonaldson Company, ~~(“Dow Chemical”)~~Inc., a ~~multinational chemical corporation, from 2000 through 2015,~~technology driven global company that designs and manufactures filtration systems and their replacement parts. Mr. Cook was also the Executive Chair (2005 - 2015), President and Chief Executive Officer (2004 - 2015) of Donaldson. Through his 35-year career at Donaldson, Mr. Cook held numerous senior executive roles of increasing responsibility in both the U.S. and Europe, including service as Chief Financial Officer (2001 - 2004); Senior Vice President, ~~Dow Chemical USA from 2014 to 2015, where she was responsible for regional business results~~International (2000 - 2004); and ~~strategy,~~Senior Vice President, Commercial 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.Industrial (1994 - 2000). Prior to joining ~~Dow Chemical, Ms. Borg~~Donaldson, Mr. Cook worked as a Financial Analyst at Ford Motor Company. Mr. Cook recently retired (2022) as a Director of IDEX Corporation, where he served ~~in human resources~~as the Non-Executive Chair of the Board and ~~talent development roles with General Motors Australia. Ms. Borg~~on the Audit Committee. He currently serves as a Director on AXALTA Coating Systems, Ltd., where he served as the

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Non-Executive Chair of the Board until January 2023 and continues to serve on the Audit Committee and as Chair of the Compensation Committee. Mr. Cook served as a Director of Neenah, Inc. from 2016 - 2022 where he served as Non-Executive Chair of the Board and on the Audit Committee. Mr. Cook was previously a Director of Valspar Corporation from 2010 to 2017 and served on the Audit Committee. Mr. Cook brings to the Mativ Board ~~extensive~~his 35 years of filtration industry experience ~~with proactive workforce planning, culture,~~ and ~~assessing, identifying~~his operations experience and ~~developing senior talent. Ms. Borg serves on the Compensation Committee of the Board.~~

~~Mark L. Bye~~

Mr. Bye is a recognized global business leader currently serving as an Executive Advisor to Morgan Stanley. Mr. Bye previously served as a Managing Director and a partner in the Global Private Equity and Energy Capital 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 continues 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 yearsfinancial expertise at ~~Air Products and Chemicals, a publicly traded company,~~Donaldson where he held a ~~number~~wide range of ~~senior~~financial and business positions ~~including chief executive of numerous~~with 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,~~responsibilities. 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 energy

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sector. During his 35+ year career, he has successfully led and delivered profitable growth for a diverse set of enterprises with strategies spanning the gamut from innovation-based organic growth, mergers and acquisitions, and geographic expansion to extensive operational restructurings. He has particular expertise in enterprise strategy, building and structuring executive teams, allocation of resources, human capital development and mergers and acquisitions. Mr. Bye has lived and worked in six countries and has a deep understanding of international business dynamics, cultures, and practices. Mr. Bye servesCook is an experienced public company Board member having served on the ~~Company’s Audit Committee~~Donaldson Board from 2004 - 2016 and ~~is one of the Committee’s financial experts~~as an independent Director for IDEX, Neenah, AXALTA, and ~~serves on the Nominating & Governance Committee.~~Valspar. Mr. Cook also has valuable Board experience from his past board service for various private company and charitable organizations. Mr. Cook holds a BS degree in Business Management and an MBA degree from Virginia Polytechnic Institute and State University (Virginia Tech).

Jeffrey J. Keenan

Mr. Keenan is the former President, Chief Operating Officer and Chief Compliance Officer of Roark Capital Group, a private equity fund with more than $30 billion of capital under management, most recently holding the position of senior advisor ~~from 2015 to~~until February 2020. While at Roark Capital 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, Mr. Keenan was also a founder and executive chairman of IESI Corporation from 1996 to 2005. IESI Corporation was sold 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 Live Oak Environmental ~~Services,~~ and EcoSouth Services, both of which are environmental services companies. Mr. Keenan has broad-based business skills that add value to the Board’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’s Audit Committee and is one of the Audit Committee’s financial experts. He also serves as the Chairman of the Nominating & Governance Committee.~~

~~Jeffrey Kramer, PhD~~

Dr. Kramer has served as the Company’s Chief Executive Officer since April 21, 2017. Prior to joining the Company, Dr. Kramer was Vice President, Lubricants at Brenntag AG, a German-based company that is one of the world’s largest distributors of chemicals, from January 2016 to April 2017. From January 2013 to December 2015, he was the 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’s experience as the Chief Executive Officer of the Company provides an in-depth understanding of the Company’s operations and complexity and adds a valuable perspective for Board decision-making. Since February 2021, Dr. Kramer has also serves as a director of Myers Industries, Inc. and is a member of their Compensation Committee.

Marco Levi

Mr. Levi has over thirty years of experience in the Mine & Metals, chemicals, plastics and specialty paper and composites industries. His record of successfully running global materials technology businesses brings a proven leadership experience to the Board. He is currently chief executive officer and Board Director of Ferroglobe PLC, a world leader in mines and ~~metals~~minerals and recently served as the chief executive officer of Thermission AG, a pioneer in the field of zinc thermal diffusion to coat and finish industrial commercial materials. As the former president and chief executive officer of Ahlstrom Corporation, a global high-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,

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sales and research and development. ~~Since 2020, Mr. Levi has also served as a director of Ferroglobe PLC. Mr. Levi serves as a member of the Nominating & Governance and Compensation Committees.~~

Kimberly E. Ritrievi, ScD

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

Since 2013, Dr. Ritrievi has served as a director of Tetra Tech, Inc., where she serves on the Audit Committee and ~~as the Chair of~~chairs the Strategic Planning and Enterprise Risk Committee. Dr. Ritrievi is also an advisory Board member for Intrinio Fintech Marketplace. Dr. Ritrievi’s financial markets career has given her significant experience in identifying and creating stockholder value by applying short- and long-term time horizons and assessing strategy, capital allocation, business mix, competitive position and execution capabilities. In addition, Dr. Ritrievi has experience in the specialty chemical industry that provides her with insight into the Company’s key products and customers. Dr. Ritrievi contributes these skills on the Board as the Chair of the Audit Committee and serves as one of the Audit Committee’s financial experts. She also serves as a member of the Compensation Committee.

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John D. Rogers,, PhD

Dr. Rogers has extensive experience with large investment fund management firms, ranging from chief investment officer to president and chief executive officer. He served as president and chief executive officer of the CFA Institute, the world’s leading association of investment professionals, for four and a half years until June 2014. 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. Dr. Rogers is a CFA ~~charterholder.~~charter holder. His perspective enhances the Board’s ability to relate to and represent the interests of the Company’s stockholders. ~~Dr. Rogers~~

Julie A. Schertell

Ms. Schertell is Mativ’s President and Chief Executive Officer and serves on its Board of Directors. Formerly President and Chief Executive Officer of Neenah, Inc., she has held numerous leadership positions within the company over the last 15 years, including Chief Operations Officer, Segment President of Technical Products and Fine Paper & Packaging, and Vice President and General Manager of Fine Paper & Packaging. Ms. Schertell began her career at Georgia-Pacific in 1992 as a Financial Analyst for Consumer Products. While at Georgia-Pacific, she served in several roles over her 16-year career there, including Vice President of Sales and Marketing Strategy, Vice President of Supply Chain, Director of Sales Operations and Director of Financial Planning and Analysis. Ms. Schertell graduated from Florida State University’s College of Business in 1991 with a BA in Accounting and received her MAcc degree from the University of Georgia’s Terry College of Business in 1992.

Shruti Singhal

Mr. Singhal is the ~~Non-Executive Chairman~~President and Chief Executive Officer of ~~the Board,~~Chroma Color Corporation, a leading formulator, and ~~previously~~specialty color and additive concentrates supplier. Mr. Singhal has worked in North America and Europe with companies like Henkel, Cognis (now BASF), Rohm & Haas, The Dow Chemical Company, Ashland, Solenis, General Cable, DSM and others throughout his career. Before joining Chroma Color, he served as President of DSM’s Engineering Materials Business. He received a bachelor’s degree in chemical engineering and a master’s degree in chemical engineering from Drexel University. He also completed the ~~Company’s Lead Non-Management Director. He serves on~~Global Marketing Management Program at The Wharton School at the ~~Audit Committee and is one~~University of ~~the Audit Committee’s financial experts and previously served as the Chair of the Audit Committee.~~Pennsylvania.

Anderson D. Warlick

As the chairman and chief executive officer of Parkdale, Inc., a privately held textile and consumer products company that utilizes domestic and foreign manufacturing sites to produce and compete world-wide in primarily commodity product lines, Mr. Warlick brings experience to the Board in operational excellence, operating in less developed countries and effective management and deployment of fixed assets situated in different positions along the cost curve of competitive facilities. These skills and experience are directly related to developing and guiding the implementation of solutions to the Company’s current and strategic challenges.

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

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Nomination of Directors

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

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

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

Board Diversity

The Nominating & Governance Committee, with input from the Board, considers a wide range of factors in determining the desired experiences and qualifications for director candidates and then seeks candidates that best meet those criteria. The Company does not have a formal policy concerning the diversity of its directors, however, the diversity of the Board is a consideration in evaluating candidates for the Board.

As noted above under “Board Structure,” in connection with the Merger, during the “Governance Period” (until the date of the annual meeting of stockholders held in 2025, or December 31, 2025, if an annual meeting is not held in 2025), the number of directors constituting the entire Board shall be fixed at nine directors, with the SWM or Neenah affiliated directors, voting as a separate group, having the right to fill vacancies within each group. The SWM and Neenah affiliated director groups are committed to including women and individuals from racial/ethnic minority groups in the pool of candidates when conducting a search for qualified candidates to fill vacancies, should one arise during the Governance Period.

The Board intends to focus on increasing the gender and racial/ethnic diversity of the Board by considering diverse candidates to fill vacancies or expanding the size of the Board to include a diverse candidate following the Governance Period.

How Stockholders May Nominate or Recommend Director Candidates

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

Stockholders may recommend a director candidate for consideration by the Nominating & Governance Committee by notifying the Company’s ~~EVP, General Counsel and~~Corporate Secretary in writing at ~~Schweitzer-Mauduit International,~~Mativ Holdings, Inc., 100 ~~North Point Center East,~~Kimball Place, Suite 600, Alpharetta, Georgia ~~30022.~~30009. The information that must be included in the notice and the procedures that must be followed (including the timeframe for submission) by a stockholder wishing to recommend a director candidate for the Nominating & Governance Committee’s consideration are the same as would be required under the By-Laws if the stockholder wished to nominate that candidate directly.

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Executive Compensation Philosophy

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

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		~~Objectives~~				• ~~Pay-for-performance~~ • ~~Align performance goals and executive compensation with stockholder interests~~ • ~~Total target compensation set within a range of market median value for like skills and responsibilities to attract, retain and motivate executive officers~~
		~~Guiding Principles~~				• ~~Allocate a significant portion of total target compensation to incentive-based compensation opportunities~~ • ~~Set incentive plan objectives that the Committee believes contribute to increased stockholder value~~ • ~~Award a significant portion of total compensation opportunity in the form of equity~~ • ~~Utilize an annual competitive compensation study to guide decisions regarding total and individual compensation components and values~~ • ~~Require executive officers to acquire and hold a significant equity interest in the Company within five years after joining the Company~~

~~2021~~2023 “Say on Pay”: Advisory Votes on Executive Compensation and Stockholder Engagement

In 2021, in a non-binding advisory vote, the Board asked the Company’s stockholders to indicate whether they approved the Company’s compensation program for the Company’s Named Executive Officers, as disclosed in the 2021 proxy statement (“say on pay”). At the 2021 Annual Meeting of Stockholders, stockholders approved the compensation program for the Company’s Named Executive Officers with approximately 96% of the votes cast in favor of the say on pay proposal.

In 2023, in a non-binding advisory vote, the Board asked the Company’s stockholders to indicate whether they approved the Company’s compensation program for its Named Executive Officers, as disclosed in the 2023 proxy statement (“say on pay”). At its 2023 Annual Meeting of Stockholders, the Company’s stockholders approved the compensation program for its Named Executive Officers, with approximately 98% of the votes cast in favor of the say on pay proposal, which was generally consistent with the support we received on average for the three previous say on pay proposals of 97%.

The Committee’s review of the Company’s executive compensation program considers whether the program serves the interests of stockholders. The Committee values continuing and constructive feedback from our stockholders on compensation and management and the Committee make themselves available to stockholders to have a continuing dialogue with our stockholders in order to better understand their opinions regarding our executive compensation program. The Committee will continue to monitor our executive compensation program and, as it deems 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 with the Board.”

~~Chief Executive Officer Compensation~~

In 2021, the Committee increased Dr. Kramer’s base salary to $850,000 (from $800,000 in 2020) in order to further align his compensation with the compensation peer group and recognize his continued leadership, while Dr. Kramer’s 2021 target annual incentive opportunity (as a percentage of base salary) remained at 100%, which was unchanged from the level established when he joined the Company in 2017.

In February 2021, the Committee granted Dr. Kramer a long-term incentive award opportunity for the 2021-2022 performance period under the Company’s 2015 Long Term Incentive Plan (the “2015 LTIP”). The grant value was allocated 65% to performance shares and 35% to service-based restricted stock. The Committee determined that it was desirable for a higher percentage of Dr. Kramer’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 (2021 target LTIP opportunity, as a percentage of base salary, was 340% compared to 300% in 2020). In determining the increase, the Committee noted that Dr. Kramer’s target total direct compensation was below the competitive market as reported by Meridian Compensation Partners, LLC (“Meridian”), the Committee’s independent compensation consultant, and concluded that the increase was appropriate and prudent in order to further align Dr. Kramer’s target total direct compensation with the competitive median and the Committee’s compensation philosophy. The

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How Target and Payout Are

Determined

Committee determines amounts and considers Chief Executive Officer recommendations for other Named Executive Officers

Factors considered include individual and Company performance, compensation paid to similarly situated executives at the Company, competitive market median, and input from the independent compensation consultant

Committee determines target amounts and considers Chief Executive Officer recommendations for other Named Executive Officers

Factors considered include individual and Company performance, compensation paid to similarly situated executives at the Company, competitive market median, and input from the independent compensation consultant

Committee determines performance objectives and evaluates performance against objectives

Committee determines target amounts and considers Chief Executive Officer recommendations for other Named Executive Officers

Factors considered include individual and Company performance, compensation paid to similarly situated executives at the Company, competitive market median, and input from the independent compensation consultant

Committee determines target amounts and considers Chief Executive Officer recommendations for other Named Executive Officers

Factors considered include individual and Company performance,

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~~Annual Pay Element~~

~~Salary~~

~~Annual~~
~~Incentives~~

~~Service-Based~~
~~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~~

Committee determines performance objectives and evaluates performance against objectives

~~compensation paid to similarly situated executives at the Company, competitive market median, and input from the independent compensation consultant~~

Performance

Measures

~~compensation paid to similarly situated executives at the Company, competitive market median, and input from the independent compensation consultant~~

~~Committee determines performance objectives and evaluates performance against objectives~~Individual

EBITDA, Synergies Achieved, Safety Scorecard

~~Performance Measures~~

~~Individual~~

~~Adjusted earnings per share, net sales, operating profit~~

Change in Company stock price

~~Adjusted EBITDA, Company stock price and~~

Free Cash Flow as a ~~relative~~Percent of Net Sales, Return on Invested Capital, Relative TSR ~~performance modifier~~

A significant percentage of the Named Executive Officers’ total target compensation was 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 total shareholder return.

*	Excludes sign-on compensation awarded to Mr. Johnson in connection with the commencement of his employment, as described below under “Mark W. Johnson New Hire Compensation.”

The following charts ~~illustrate~~illustrates the mix of the targeted 2023 annual direct compensation for the Chief Executive Officer and the average mix of the targeted 2023 annual direct compensation for ~~the~~our other Named Executive Officers (other than Mr. Johnson, whose employment with the Company commenced on September 1, 2023), and the portion of that compensation that is at-risk. For purposes of these charts, the percentage of targeted annual direct compensation was determined based on the annual base salary and target incentive opportunities applicable to the Named Executive Officers as of December 31, 2021 and these charts exclude the new hire compensation granted to Ms. Peacock in connection with her commencement of employment with the Company.

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Base Salary

~~In October 2020,~~As previously disclosed, following the closing of the Merger and in consultation with Meridian Compensation Partners, LLC (“Meridian”), the Committee’s independent compensation consultant, based on ~~the compensation analysis performed~~Meridian’s review of materials prepared by ~~Meridian as well as individual performance, for 2021,~~Aon plc (“Aon”), the Committee increased the base salaries for ~~all of~~ the then-serving Named Executive ~~Officers. Ms. Peacock’s~~Officers in order to align with the competitive market based on a revised peer group to reflect the expanded scope and size of the Company post-Merger. In December 2022, the Committee determined not to increase the 2023 annual base salaries for our then-serving Named Executive Officers from the amounts previously approved for the post-Merger portion of 2022, as shown in the table below. In connection with his promotion to Chief Financial Officer and after consulting with Meridian and considering internal pay equity and a review of competitive market practices, Mr. Weitzel’s base salary was increased from $275,000 to $425,000. Mr. Johnson’s base salary was established when ~~she~~he joined the Company ~~based on the competitive market as well as the Company’s historical compensation practices.~~

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~~The following table shows the annual base salary for each Named Executive Officer for 2021~~after consulting with Meridian and ~~2020:~~

Name
2020 Annual
Base Salary

2021 Annual
Base Salary

Jeffrey Kramer, PhD $ 800,000 $ 850,000
R. Andrew Wamser, Jr. $ 462,338 $ 471,636
Omar Hoek(1)
$ 441,720 $ 429,431
Ricardo Nuñez $ 459,199 $ 468,383
Tracey Peacock(2)
N/A $ 460,000

~~(1)~~

Mr. Hoek’s compensation was paid in Euros, and his 2021 and 2020 base salary was converted at the December 31, 2021 and December 31, 2020 exchange rates of 1.1339 Euros and 1.227 Euros to the U.S. dollar, respectively.

~~(2)~~

~~Ms. Peacock joined the Company on April 12, 2021 and did not have an annual base salary in 2020.~~

~~2021 Annual Incentive Program~~

Each year, each Named Executive Officer is provided with a cash-based award opportunity that may be earned if performance objectives are achieved over the fiscal year, with potential payout ranging from 0% to 200% depending on performance. Annual incentive compensation is intended to reward the performance of executive officers based on the attainment of the Company’s objectives. The 2021 target annual incentive opportunities (as a percentage of base salary) for the Named Executive Officers remained at the same levels that were established for 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 employerconsidering internal pay equity and a review of competitive market practices.

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Name	2022 Annual Base Salary (July 6, 2022 – December 31, 2022)	2023 Annual Base Salary
Julie Schertell	$925,000	$925,000
Greg Weitzel⁽¹⁾	$275,000	$425,000
Mark W. Johnson⁽²⁾	N/A	$470,000
Michael W. Rickheim	$425,000	$425,000
R. Andrew Wamser, Jr.⁽³⁾	$575,000	$575,000
Ricardo Nuñez⁽³⁾	$500,000	$500,000

(1)	Mr. Weitzel’s 2023 annual base salary represents his annual base salary, effective April 2, 2023.

(2)	Mr. Johnson’s 2023 annual base represents his annual base salary, effective September 1, 2023.

(3)

Messrs. Wamser and Nuñez ceased serving as employees of the Company, effective April 1, 2023 and September 1, 2023, respectively. The amounts reflected in the table above reflect their annualized base salary levels for 2023. Base salary amounts received by Messrs. Wamser and Nuñez accounted for time actually served in their respective roles during 2023.

2023 Short-Term Incentive Plan

In December 2022, after consulting with Meridian, the Committee approved cash-based award opportunities for the then-serving Named Executive Officers under our 2023 Short-Term Incentive Plan (“STIP”) as set forth in the table below in order to further align their compensation with the Company’s performance and to incentivize them to identify and pursue synergies resulting from the Merger. The ~~Committee-approved corporate~~performance objectives for 2023 were EBITDA Delivered, Synergies Achieved and ~~business unit objectives, as applicable,~~Safety Scorecard. The Committee determined to replace the Synergy Run Rate Achievement metric used for the post-Merger portion of the 2022 STIP with Synergies Achieved in order to incentivize the Named Executive Officers ~~are set out below, with~~to focus on achieving specified savings goals and to add a Safety Scorecard metric in order to emphasize safety as a top priority throughout the ~~weighting of each component of the Named Executive Officers’ annual incentive opportunities reflecting their differing responsibilities and opportunities to affect business outcomes.~~

~~The 2021~~organization. These 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~~value during this transformative period for the Company. Beginning with the 2024 STIP, we replaced the Synergies Achieved goal with goals relating to top-line revenue.

The Committee determined not to increase the target 2023 STIP opportunities, as a percentage of base salary, for Ms. Schertell and Messrs. Rickheim, Wamser and Nuñez, from the percentages approved for such Named Executive Officers for the post-Merger portion of 2022. In connection with his promotion to Chief Financial Officer, and after consulting with Meridian and considering internal pay equity and a review of competitive market practices, Mr. Weitzel’s target STIP opportunity, as a percentage of base salary, was increased from 40% to 65%. The target award opportunity for Mr. Johnson was determined after considering ~~economic conditions affecting the legacy tobacco-related business, the Company’s prior year performance,~~market data and the Company’s ~~internal long-term operating plan.~~ historical compensation practices.

Name	2022 Post-Merger Target Bonus (% of Base Salary)	2023 Target Bonus (% of Base Salary)
Julie Schertell	115%	115%
Greg Weitzel⁽¹⁾	40%	65%
Mark W. Johnson	N/A	65%
Michael W. Rickheim	65%	65%
R. Andrew Wamser, Jr.⁽²⁾	75%	75%
Ricardo Nuñez⁽²⁾	65%	65%

(1)	Mr. Weitzel’s 2023 target award opportunity was pro-rated to reflect his target award opportunities in effect both prior to and after his promotion.

(2)

Pursuant to the terms of the Schweitzer-Mauduit International, Inc. 2016 Executive Severance Plan (the “SWM Executive Severance Plan”), Messrs. Wamser and Nuñez were entitled to receive a pro-rated target bonus for 2023 in connection with their separations from the Company. Accordingly, Messrs. Wamser and Nuñez received payouts equal to $107,813 and $216,667, respectively, pursuant to the terms of the SWM Executive Severance Plan.

The Committee believed at the time that the performance targets set for the 2023 STIP were rigorous yet achievable, and therefore established the targets so that they would be achieved, at the target performance level,

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if the Company successfully executed against its operating plan for 2021. In setting the target goals with respect to corporate and Engineered Papers, the Committee considered the forecasted decreases in overall sales volumes for our legacy tobacco-related business and the anticipated continued effects of the COVID-19 pandemic, including on our supply chain.

Name Corporate Business Unit
Jeffrey Kramer, PhD 100% —
R. Andrew Wamser, Jr. 100% —
Omar Hoek 50% 50%
Ricardo Nuñez 100% —
Tracey Peacock 50% 50%

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2023. The following table sets forth the financial performance metrics ~~applicable~~that were approved in February 2023 under the 2023 STIP:

	2023 Objectives⁽¹⁾
MEASUREMENT METRICS	Threshold (50%)	Target (100%)	Maximum (200%)⁽²⁾
70% EBITDA Delivered⁽³⁾ ($ in millions)	$372.0	$408.0	$460.0
20% Synergies Achieved⁽⁴⁾ ($ in millions)	$20.0	$25.0	$40.0
10% Safety Scorecard⁽⁵⁾	80%	90%	100%

(1)	For any actual performance which falls between two defined payout thresholds, the payout with respect to such performance criteria is determined using straight-line interpolation.

(2)	Achievement of the maximum performance level would result in a payout of 200% of target for the EBITDA Delivered and Synergies Achieved metrics and 125% of target for the Safety Scorecard metric.

(3)

EBITDA Delivered is determined on a consolidated basis for continuing operations and consists ofthe sum of (a) Net Income, (b) interest expense, (c) depreciation and amortization expense, and (d) taxes. For these purposes, “Net Income” does not include (a) any extraordinary gains or losses, (b) any nonrecurring gains or losses, (c) any gains or losses from asset sales, or (d) any facility/asset closure or restructuring costs. In accordance with the adjustment provisions included in the terms of the 2023 STIP related to the divestiture of our Engineered Paper business, EBITDA Delivered excludes the direct impact of (a) gain recognized from the sale, (b) acquisition, divestiture and/or restructuring costs, and (iii) realized synergies directly related to the Engineered Paper business.

(4)

Synergies Achieved is the year-over-year impact to EBITDA , resulting from cost synergy initiatives, excluding (i) any value creation resulting from Synergies Achieved below EBITDA other than the impact of any lower expenses incurred in respect of long-term incentive awards), and (ii) cash flow synergies.

(5)

Safety Scorecard is intended to focus the Named Executive Officers on the leading indicators of proactive risk reduction and is measured based on achievement with respect to certain goals relating to ergonomic risk assessments, job safety analysis, leader effectiveness in managing safety and pre-task risk assessments.

In September 2023, in connection with the planned divestiture of our Engineered Paper business (which was completed in December 2023), the Committee determined to measure 2023 EBITDA Delivered performance in two separate periods, with the first period commencing January 1, 2023 and ending July 31, 2023 and the second period commencing August 1, 2023 and ending December 31, 2023. The Committee approved the use of two performance periods after considering the impact of the planned divestiture on the original performance goals, with the objective to properly measure and reflect performance prior to and following the announcement of the divestiture, consistent with the reporting of the Engineered Papers business as a discontinued operations following the August 1st announcement of the planned divestiture. In accordance with the adjustment provisions included in the terms of the 2023 STIP related to the ~~determination~~divestiture of ~~2021 annual incentive payouts~~our Engineered Paper business, the second half goals were automatically adjusted to reflect the fact that Engineered Papers would no longer contribute to the Company’s EBITDA performance as a result of the divestiture.

The tables below set forth the revised target levels and our actual performance with respect to the EBITDA Delivered performance metric for each period in 2023:

EBITDA Delivered

($ in millions)

$221.0

$242.0

$273.0

Below

Threshold

0.0%

EBITDA Delivered

($ in millions)

$107.0

$117.0

$132.0

Below

Threshold

0.0%

Based on performance during the performance period, the Company did not achieve threshold performance with respect to the EBITDA Delivered performance goal and achieved above maximum performance with respect to the Synergies Achieved performance goal. While the Company’s performance would have resulted

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in a target payout with respect to the Safety Scorecard performance goal, the Committee exercised negative discretion with respect to the Named Executive ~~Officers:~~

2021 Objectives Results
MEASUREMENT METRICS
Threshold
(50%)

Target
(100%)

Outstanding
(150%)

Maximum
(200%)

Actual
Performance

Attainment
Percentage

Corporate Metric
100% Adjusted earnings per share(1)
$ 3.59 $ 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%

~~(1)~~

~~Earnings per share is diluted earnings per share from continuing operations at~~Officers and the ~~consolidated level, adjusted to reflect items included in the Company’s approved budget. To the extent~~Named Executive Officers did not reflected in such budget, it excludes restructuring-related expenses and charges, purchase price accounting amortization, the impact of future stock buybacks, unusual and non-recurring items determined in accordancereceive a payout with U.S. generally accepted accounting principles, and other adjustments consistent with the Company’s past practice as approved by the Committee and calculated using budgeted foreign exchange rates as reflected in the Company’s financial records. During 2021, the Committee modified the earnings per share performance metric to increase the required performance goals to reflect additional earnings per share attributablerespect to the ~~Company’s acquisition of Scapa Group (the “Scapa Acquisition”) that occurred during 2021. Prior to the adjustments, the earnings per share~~Safety Scorecard performance ~~goals were as follows: Threshold — $3.50; Target — $3.80; Outstanding — $3.95; and Maximum — $4.10.~~

~~(2)~~

~~Excludes the impact of cross-border allocation of shared corporate services and was calculated using budgeted foreign exchange rates.~~

goal.

The following table summarizes the ~~2021~~ target ~~annual incentive~~STIP opportunities for each continuing Named Executive Officer (expressed as a percentage of ~~2021~~2023 base salary and in dollars) for 2023 and the ~~2021 annual incentive~~STIP payouts received by each continuing Named Executive ~~Officer.~~Officer for 2023:

Name
Target Bonus
(% of Base
Salary)

Target Bonus
Award
Opportunity ($)

Final Bonus
($)

Final Bonus
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%
Omar Hoek(1)
60% $ 257,658 $ 185,590 72.0%
Ricardo Nuñez 60% $ 281,030 $ 208,971 74.4%
Tracey Peacock(2)
60% $ 199,628 $ 160,359 80.3%

Name	2023 Target Bonus (% of Base Salary)⁽¹⁾	2023 Target Bonus Award Opportunity ($)	Final 2023 Bonus ($)	Final 2023 Bonus as a % of Target
Julie Schertell	115%	1,063,750	425,500	40%
Greg Weitzel	65%	249,760⁽²⁾	99,904	40%
Mark W. Johnson	65%	102,112⁽³⁾	40,845	40%
Michael W. Rickheim	65%	276,250	110,500	40%

(1)	Amounts are based on the base salaries in effect as of December 31, 2023.

(2)	Mr. Weitzel’s target award opportunity was pro-rated based on his target award opportunities in effect both prior to and after his promotion.

(3)	Mr. Johnson’s target cash incentive award opportunity was pro-rated based on his commencement date of September 1, 2023.

~~(1)~~

~~The amounts for Mr. Hoek were converted at the December 31, 2021 exchange rate of 1.1339 Euros to the U.S. dollar.~~

~~(2)~~

~~Ms. Peacock’s target annual incentive opportunity was pro-rated based on her April 12, 2021 start date.~~

~~2021~~2023 Long-Term Incentive Compensation

In February ~~2021,~~2023, the Committee granted our then-serving Named Executive Officers long-term incentive award opportunities for the ~~2021-2022~~2023-2025 performance period under the Company’s 2015 ~~LTIP. Once~~Long Term Incentive Plan (the “2015 LTIP”), with the 2023 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. Under the long-term incentive design,~~

as follows:

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individual achievement may range from 0% to 200% of target. For performance in excess of target (100%), the performance shares are further adjusted to maintain the overall LTIP payout leverage as the service-based shares are fixed regardless of individual achievement even though performance in excess of target was intended to apply to the overall LTIP opportunity. The Committee ~~believes~~believed that this design ~~supports~~supported the Company’s pay-for-performance philosophy by tying a majority of the long-term incentive award opportunity to the achievement of a pre-established performance goal that ~~supports~~supported the Company’s operating and strategic plan.

~~The~~In February 2023, and after consulting with Meridian and considering internal pay equity and a review of competitive market practices, the Committee established the following 2023-2025 performance period target long-term incentive award opportunities for our then-serving Named Executive Officers (Mr. Weitzel's target opportunity ~~for~~was established in April 2023 in connection with his promotion to Chief Financial Officer):

Name	2022 Target LTIP (% of 2022 Base Salary)	2023 Target LTIP (% of 2023 Base Salary)
Julie Schertell	324%	324%
Greg Weitzel	40%	125%
Michael W. Rickheim	100%	100%
R. Andrew Wamser, Jr.	150%	175%
Ricardo Nuñez	100%	125%

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After consulting with Meridian and considering internal pay equity and a review of competitive market practices, the ~~2021 performance period was~~Committee established a target long-term incentive award opportunity equal to ~~340%~~125% of base salary for ~~Dr. Kramer~~Mr. Weitzel in connection with his promotion to Chief Financial Officer in April 2023 and ~~ranged from 95% – 140% for~~approved the ~~other Named Executive Officers. In 2021, the Committee increased Dr. Kramer’s target opportunity, as a percentage~~grant of ~~base salary,~~additional long-term incentive awards to ~~340% (from 300% in 2020),~~ Mr. Wamser’s target opportunity, as a percentage of base salary, to 140% (from 130% in 2020), Mr. Hoek’s target 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 85% in 2020), in each case based on individual performance and/orWeitzel in order to ~~further~~ align ~~their total direct compensation~~the value of his 2023 long-term incentive awards with his updated target opportunity, with his additional equity awards delivered in the same mix and with the ~~market median. Ms. Peacock’s target opportunity,~~same vesting terms as ~~a percentage of base salary, was established when she joined~~those granted to 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.~~then-serving Named Executive Officers in February 2023.

The table below sets forth the target award value, as of the date of grant, of the long-term incentive award received by each of the Company’s Named Executive ~~Officer~~Officers other than Mr. Johnson under ~~our 2021~~its 2023 long-term incentive program, expressed (i) as a percentage of ~~2021~~2023 base salary and (ii) in dollars.

Name
Target LTIP
(% of Base Salary)

Target LTIP
Award Opportunity ($)

Jeffrey Kramer, PhD 340% $ 2,890,000
R. Andrew Wamser, Jr. 140% $ 660,290
Omar Hoek(1)
95% $ 441,455
Ricardo Nuñez 95% $ 444,964
Tracey Peacock(2)
95% $ 316,077

~~(1)~~

In connection with his appointment in September 2023, Mr. ~~Hoek’s target opportunity under our 2021 long-term incentive program~~Johnson was ~~established based upon his salary at the December 31, 2020 exchange rate of 1.227 Euros to the U.S. dollar.~~

~~(2)~~

~~Ms. Peacock’s 2021 long-term incentive award was pro-rated based on her April 12, 2021 start date.~~

~~2021 Service-Based Restricted Stock Awards~~

~~Pursuant to the service-based component of the 2021 award opportunity, in February 2021, the Named Executive Officers were~~ granted shares of restricted stock with respect to 35% of the 2021 annual equity awards, as set forth in the table below. One-half of the shares vested in February 2022 and the remaining half will vest in February 2023, in each case, subject to continued employment through the applicable vesting date.

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~~Name~~	~~2021 Service-Based Restricted Stock~~ ~~(Number of Shares)~~
~~Jeffrey Kramer, PhD~~		~~26,178~~
~~R. Andrew Wamser, Jr.~~		~~5,980~~
~~Omar Hoek~~		~~3,998~~
~~Ricardo Nuñez~~		~~4,030~~
~~Tracey Peacock(1)~~		~~2,864~~

~~(1)~~

~~Ms. Peacock’s 2021~~ service-based restricted stock ~~award was pro-rated based on her April 12, 2021 start date.~~units (“RSUs”) with a grant date fair value equal to $300,000, as described in more detail below.

Name	Target LTIP (% of 2023 Base Salary)	Target LTIP Award Opportunity ($)	2023 PSUs (Number of Target Shares)	2023 Service-Based RSUs (Number of Shares)
Julie Schertell	324%	2,997,000	72,171	48,114
Greg Weitzel	125%	531,250⁽¹⁾	12,790	8,527
Michael W. Rickheim	100%	425,000	10,234	19,330
R. Andrew Wamser, Jr.⁽²⁾	175%	1,006,250	24,231	16,154
Ricardo Nuñez⁽²⁾	125%	625,000	15,050	10,033

~~2021 Performance Share~~

(1)	Mr. Weitzel was granted long-term incentive awards with a target value of $110,000 in February 2023 and was granted additional long-term incentive awards in April 2023 with a target value of $421,250 in connection with his promotion to Chief Financial Officer.

(2)	Mr. Wamser and Mr. Nuñez forfeited their 2023 long-term incentive awards upon their separations from the Company.

2023 Performance-Based Restricted Stock Unit Awards

As noted above, in ~~2021~~2023 the Company granted ~~performance share~~performance-based restricted stock units (“PSUs”) awards that are subject to a ~~two-year~~three-year performance period, with vesting based 50% on each of the Company’s Free Cash Flow as a Percent of Net Sales and Return on Invested Capital (“ROIC”) performance, subject to a TSR modifier based on performance relative to the S&P 600 Materials Index. These goals were selected because they were viewed as core indicators of the Company’s success in executing its long-term operating plan and delivering value to its stockholders.

The Free Cash Flow as a Percent of Net Sales and ROIC targets will be established annually and payout percentages will be calculated based on the ~~Company’s adjusted EBITDA performance during~~straight average of the payout percentages for each of the three individual calendar years in the performance period. The ~~number~~Free Cash Flow as a Percent of ~~performance shares earned based on~~Net Sales and ROIC targets for 2023 are set forth in the ~~Company’s adjusted EBITDA performance will be reduced by 15% if the Company’s TSR falls~~table 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 TSR exceeds the eightieth percentile during the two-year performance period. To encourage retention over a three-year period, any performance shares earned during the performance period vest on the one-year anniversary of Committee certification of the achievement of the performance objectives, rather than immediately at the end of the two-year performance period. This vesting structure is designed to hold our Named Executive Officers accountable by subjecting a portion of the award to three full years of stock price fluctuation.

~~Similar to the process for establishing annual incentive goals, objectives for the 2021-2022 performance period~~ were established based on the Company’s prior year performance and the Company’s internal operating and strategic plan. The Committee also reviewed payout information for the last five years. The Committee believed at the time that the performance targets were rigorous yet achievable, and therefore established the targets so that they would be achieved, at the target performance level, if the Company successfully executed against its operating plan during the 2021-2022 performance period.

~~The table below sets forth the target number of 2021 performance shares for each Named Executive Officer for the 2021 – 2022 performance period.~~

~~Name~~	~~2021 Awards: Target Number~~ ~~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~~
~~Tracey Peacock(1)~~		~~5,317~~

~~(1)~~

~~Ms. Peacock’s 2021 performance share award was pro-rated based on her April 12, 2021 start date.~~

~~2020 Performance Share Awards Result and Payouts~~

2021 represented the final year of the two-year performance period applicable to the performance share awards granted in 2020. The 2020 performance share awards were 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~~PSUs earned based on the Company’s ~~adjusted EBITDA~~Free Cash Flow as a Percent of Net Sales and ROIC performance ~~were subject to a 15% reduction~~reduced by 20% if the Company’s TSR ~~fell~~falls below the ~~twentieth~~25th percentile of the S&P 600 Materials Index during the ~~two-year~~three-year performance period and ~~a 15% increase~~increased by 20% if the Company’s TSR ~~exceeded~~exceeds the ~~eightieth~~75th percentile during the three-year performance period.

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Weitzel Bonuses

In 2023, Mr. Weitzel was paid a retention bonus of $97,031 pursuant to a retention arrangement entered into at the time of the Merger. In addition, Mr. Weitzel was paid a one-time bonus of $85,000 in recognition of his efforts related to the divestiture of our Engineered Papers business.

Severance Plans

Each of our continuing Named Executive Officers are eligible for payments and benefits in connection with certain qualifying terminations of employment pursuant to the terms of the Amended and Restated Neenah Executive Severance Plan. See “Potential Payments Upon Termination or Change in Control” below for further information regarding the Amended and Restated Neenah Executive Severance Plan.

Deferred Compensation Plans

Prior to the Merger, all of SWM’s U.S.-based Named Executive Officers were eligible to participate in a deferred compensation ~~deemed necessary~~plan maintained by SWM (the “Legacy SWM Deferred Compensation Plan”). Mr. Rickheim is the only Named Executive Officer who currently participates in the Legacy SWM Deferred Compensation Plan. Eligible employees may elect to ~~induce~~defer up to 25% of their annual salary and up to 50% of their incentive bonus to the Legacy SWM Deferred Compensation Plan and the Company may, with Committee approval, make cash contributions to a participant’s account in the Legacy SWM Deferred Compensation Plan.

Prior to the Merger, Neenah maintained a supplemental retirement contribution plan (the “Supplemental RCP”), which is a non-qualified defined contribution plan which is intended to provide a tax-deferred retirement savings alternative for amounts exceeding Internal Revenue Code limitations on qualified plans. Ms. ~~Peacock to join~~Schertell and Mr. Weitzel currently participate in the ~~Company.~~Supplemental RCP.

Please see the “2023 Non-Qualified Deferred Compensation” table for further information regarding the Company’s deferred compensation arrangements.

Stock Ownership Guidelines

The Company has adopted ~~the Schweitzer-Mauduit International, Inc. Stock Ownership Guidelines~~stock ownership guidelines (the “Guidelines”), which require the Company’s executive officers, including the continuing Named Executive Officers, to own shares of Company common stock with a fair market value equal to a multiple of base salary. The Guidelines are designed to align the interests of the Company’s executive officers with the long-term interests of the Company’s stockholders and to promote commitment to sound corporate governance. Under the Guidelines, the continuing Named Executive Officers must retain at least 50% of vested shares of Company common stock and shares acquired pursuant to the exercise of an option (except for shares sold to pay required tax withholding and the exercise price for options) until the required ownership guideline levels have been achieved (and thereafter if required to maintain the required ownership levels). Our Named

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Executive Officers must satisfy the Guidelines within five years after becoming subject to the Guidelines. Under the Guidelines, the Company’s Chief Executive Officer is required to hold stock equal to a multiple of five times ~~his~~her base salary, Messrs. Weitzel and Johnson are each ~~of the Company’s other Named Executive Officers is~~ required to hold stock equal to a multiple of three times his ~~or her~~base salary and Mr. Rickheim is required to hold stock equal to a multiple of two times his base salary. As of the record date, each of our continuing Named Executive Officers ~~has~~ either ~~met (and continues to meet)~~meets the Guidelines or is within the five-year period to become in compliance with the Guidelines.

		What Counts Toward the Guidelines	What Does Not Count Toward the Guidelines
✔
	✓ Shares owned outright (including through vesting of equity awards)	✘	× Performance shares and performance-based restricted stock units
✔
	✓ Shares owned directly by a spouse, domestic partner, or minor child	✘	× Service-based restricted stock and restricted stock units
✔
	✓ Shares owned indirectly through beneficial trust ownership	✘	× Stock options (whether vested or unvested)
~~Unvested stock options~~ ✔
	✓ Vested shares or stock units held in any Company equity plan, employee stock purchase plan, deferred compensation plan, retirement plan or similar Company plan
	✓ ~~In-the-money value of vested but unexercised stock option awards payable in shares of Company common stock~~

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Clawback Policies

During fiscal year 2023, the Company adopted a Dodd-Frank Clawback Policy to comply with SEC and NYSE listing rules. Under that policy, the Company is required in certain situations to recoup incentive compensation paid or payable to certain current or former executive officers of the Company, including the Named Executive Officers, in the event of an accounting restatement.

In addition, the Company continues to maintain the SWM International, Inc. Executive Compensation Adjustment and Recovery Policy, pursuant to which the Compensation Committee has the discretion to seek to recover any annual or long-term incentive compensation (including time-based equity awards) awarded or paid to a covered officer (including each Named Executive Officer) during the previous three years if the result of a performance measure upon which the award was based or paid is subsequently restated or otherwise adjusted in a manner that would reduce the size of the award or payment.

How We Make Compensation Decisions

~~Compensation Approval Process~~

~~The Committee is responsible for determining~~As illustrated in the table below, our Chief Executive Officer reviews annually the performance and pay level of each of our other executive officers, develops recommendations concerning the compensation of each of our other executive officers and presents those recommendations to the Committee. The Chief Executive Officer does not make any recommendation concerning her own compensation.

While the Committee considers the input of our Chief Executive Officer and ~~each of our other executive officers. In setting~~management in the compensation ~~of our other executive officers,~~decision-making process, the Committee ~~takes into account~~is responsible for overseeing our executive compensation program, which includes the ~~Chief Executive Officer’s review~~STIP and long-term incentive awards as well as our retirement and other benefit programs and practices. The Committee considers all elements of ~~each executive officer’s~~the program in total, as well as individual performance, Company-wide performance and ~~his recommendations with respect to their compensation. The following is a summary of the~~internal equity and market compensation approval process during the year. While annual compensation decisions are generally made in the Committee’s fall and winter meetings, the Committee meets at other times throughout the year as required to fulfill its oversight responsibility with respect to the Company’sconsiderations, when making executive ~~compensation program.~~

compensation-related decisions.

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	~~When Action is Taken~~		~~What Action Is Taken~~
	~~Prior Year: October – November~~ Market Review		• Internal Review ~~Chief Executive Officer meets with the Committee and the Committee’s independent compensation consultant to review the annual competitive compensation analysis~~ • Committee’s independent compensation consultant advises the Committee regarding the composition of the compensation peer group and performs a competitive analysis of the Company’s executive compensation practices compared to the peer group • ~~Independent compensation consultant prepares an executive compensation proposal for full Committee review~~ • ~~Committee discusses the executive compensation program and evaluates whether the elements of compensation for officers and key employees are competitive~~ • ~~Committee approves the executive officers’ base salaries for the upcoming year~~
	~~Current Year: February~~		Pay Decisions
• Performed by independent compensation consultant ~~Committee reviews prior year performance of the Named Executive Officers, considering the input of the~~• Considers peer pay practices • Influences program design		• Chief Executive Officer ~~for Named Executive Officers other than himself~~evaluates performance • ~~Committee certifies prior year’s performance and determines incentive compensation payouts~~ • ~~Board discusses the current and upcoming year compensation for the~~ Chief Executive Officer and management review market data and internal comparable roles • Chief Executive Officer recommends to the Committee ~~approves annual incentive targets, equity incentive plan targets,~~program changes and ~~performance-level objectives for the upcoming year~~ any pay adjustments		• Chief Executive Officer and management recommend to the Committee any program changes • Chief Executive Officer recommends pay adjustments • Committee carefully considers: ○ Historical and current market practices, ○ Internal pay equity, and ○ Established market trends • Committee approves any program and pay changes

Independent Compensation Consultant

~~In October 2020, the~~The Committee engaged Meridian as its independent compensation consultant. In ~~2021,~~2023, Meridian provided executive compensation and governance-related services including review of ~~2021~~2023 compensation adjustments, review of competitive market data provided by Aon, 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, ana review of the analysis of the relationship between the Company’s total direct pay relative to the competitive market, a review of trends and regulatory developments with respect to executive compensation, a review of our compensation peer group, based on materials prepared by Aon plc, and assistance with this Compensation Discussion & Analysis. Meridian is retained by and reports to the Committee and, at the request of the Committee, participates in committee meetings. Meridian did not provide any other services to the Company in ~~2021.~~2023. The Committee reviewed the independence of Meridian under the New York Stock Exchange and SEC rules and concluded that the work of Meridian has not raised any conflict of interest.

Market-Based Competitive Compensation Levels

~~During 2021,~~With respect to 2023, 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

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to recruit and retain highly talented executives. Compensation paid to our Chief Executive Officer is determined and approved by the ~~executive team is based on~~Committee using competitive market data ~~developed~~analyzed annually by ~~Meridian.~~

~~The competitive compensation analysis~~Meridian, based on materials prepared by Aon. The Committee annually reviews, in consultation with Meridian, and approves the compensation for the Company’s other Named Executive Officers in ~~October 2020 for evaluating 2021 compensation was intended to reflect~~consultation with the ~~scope of an executive’s responsibilities, experience in the position,~~

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~~and~~Chief Executive Officer using competitive market ~~conditions. The October 2020~~data, based on materials prepared by Aon. In establishing 2023 executive compensation, ~~analysis relied on published survey data and proxy statement data from a peer group of companies.~~

~~Published Survey Data~~

~~The main basis used for comparison in~~ the ~~October 2020 compensation analysis was the following published survey data compiled by Meridian:~~

•

~~For U.S.-based Named Executive Officers: Willis Towers Watson’s 2020 General Industry Executive Compensation Survey Report~~

•

For the Named Executive Officer based in Luxembourg: Willis Towers Watsons’s 2020 Belgium Executive Compensation Database, Willis Towers Watson’s 2020 General Industry Executive Compensation Survey Report

The survey data is used for all Company executives as the primary tool for market comparisons as this source provides larger sample sizes and more direct matching between positions. All published survey data was aged to a common date of January 1, 2021 using an annual aging factor of 2.5% per year.

~~Proxy Statement Peer Group~~

~~The October 2020 compensation analysis also~~Committee relied on proxy statement data from a peer group of ~~15 companies to supplement the survey data discussed above.~~16 companies. The Committee believes that the Company’s peer group should reflect the industries in which the Company potentially competes for business, executive talent and capital, as well as the Company’s significant international operations.

~~The~~ Following the closing of the Merger, in August 2022, the Committee engaged Aon plc to prepare an updated peer group ~~used~~ for purposes of evaluating ~~2021~~the Company’s post-Merger compensation ~~decisions consisted~~decisions. The component companies of the ~~companies below. This is the same~~updated peer group ~~that was used~~were selected from Aon’s Radford Global Compensation database for ~~evaluating 2020 compensation decisions,~~manufacturing companies with revenues between one-third and three times the ~~exception of the removal of Innophos Holdings, Inc. due to its acquisition by One Rock Capital Partners in February 2020.~~Company’s revenue.

			Peer Companies
	AptarGroup, Inc.		~~Kraton Corporation~~ Greif, Inc.
Ashland Global Holdings, Inc.		H.B. Fuller Company
	Avient Corporation (f/k/a PolyOne Corporation)		~~Lydall, Inc.~~	Ingevity Corporation
	~~Balchem Corporation~~ Axalta Coating Systems Ltd.		~~Mercer International~~ Innospec Inc.
	~~Clearwater Paper~~ Cabot Corporation		~~Minerals Technologies~~ Mercer International Inc.
	~~Deluxe~~ Clearwater Paper Corporation		~~Myers Industries, Inc(1)~~	Minerals Technologies Inc.
	~~Ferro Corporation~~ Donaldson Company, Inc.		~~Neenah,~~ Rayonier Advanced Materials Inc.
	~~H.B. Fuller Company~~ Glatfelter Corporation		~~Quaker Chemical Corporation~~
	~~Innospec, Inc.~~			Trinseo PLC

~~(1)~~

Myers Industries, Inc. was used for the 2021 compensation analysis, but has since been removed from future analysis due to Dr. Kramer’s role as a director of such company, effective in February 2021.

The Committee considers ~~2021~~2023 target total direct compensation to be competitive if it falls with +/-15% of the market median. The analysis evaluates the following components:

•

base salary;

•

annual incentive bonus (assuming attainment of the target objective level, as a percentage of base salary);

•

target total cash compensation (base salary plus target level annual incentive);

•

long-term incentive compensation (assuming attainment of the target objective level); and

•

target total direct compensation, which is the sum of base salary plus annual incentive plus long-term incentive compensation at the target levels.

In September 2023, the Committee reviewed the compensation peer group and determined not to make any changes to the peer group used for purposes of evaluating 2024 compensation decisions.

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Risk Management

On an annual basis, the Committee reviews the risks associated with the Company’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.

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(3)	The amounts reported in this column for 2023 represent annual incentive awards earned based on 2023 performance for each Named Executive Officer.

(4)	The amounts reported in this column for 2023 for each Named Executive Officer includes the following:

Name	Company contributions to qualified and nonqualified retirement plans ($)	Dividends/dividend equivalents paid at vesting ($)	Amounts paid due to separation^(a) ($)	Other Executive Benefits^(b) ($)	Total ($)
Julie Schertell	149,571	138,165	—	15,000	302,736
Gregory Weitzel	23,320	12,193	—	11,539	47,052
Michael W. Rickheim	35,100	24,914	—	15,720	75,734
Mark W. Johnson	4,338	1,933	—	5,192	11,463
R. Andrew Wamser, Jr.	17,400	35,266	3,444,676	—	3,497,333
Ricardo Nuñez	17,400	50,369	3,331,082	—	3,398,851

(a)	These amounts include the following:

Name	Cash Severance ($)	Vacation Payout ($)	Benefits Continuation ($)	Total ($)
R. Andrew Wamser, Jr.	3,326,192	24,880	93,595	3,444,876
Ricardo Nuñez	3,199,747	37,740	93,595	3,331,082

See the “Potential Payments Upon Termination or Change of Control” below for additional information related to these amounts.

(b)	The amounts reported in this column include monthly executive benefits allowance for Ms. Schertell, Mr. Weitzel, Mr. Rickheim, and Mr. Johnson for items such as tax services, executive physical, and financial planning and also includes health club dues for Mr. Rickheim.

(5)	The last dates of employment for Messrs. Wamser and Nunez were April 1, 2023 and September 1, 2023, respectively.

(6)	The amounts reported for 2022 have been updated for Messrs. Wamser and Nuñez to reflect $45,358 and $37,523, respectively, of additional annual incentive bonus that was paid in recognition of 2022 performance and which was excluded from the 2022 Summary Compensation Table.

~~(5)~~
29

The amount reported for 2021 in column (i) for Mr. Wamser consists of (a) $14,149 in Company contributions to the Company’s Deferred Compensation Plan, (b) $66,280 in dividends on unvested restricted stock awards, (c) $16,500 in 401(k) savings plan matching contributions, and (d) $4,585 in Company-paid life and disability insurance premiums.

~~(6)~~

Mr. Hoek’s compensation was paid in Euros and has been converted at the December 31, 2021 exchange rate of 1.1339 Euros to the U.S. dollar for 2021 compensation. The amount reported for 2021 in column (i) for Mr. Hoek consists of (a) $18,159 in Company payments of an automobile lease, (b) $686 in lunch vouchers, (c) $29,316 in dividends on unvested restricted stock awards, and (d) $2,487 in Company-paid life and disability insurance premiums.

~~(7)~~

The amount reported for 2021 in column (i) for Mr. Nuñez consists of (a) $16,862 in Company contributions to the Company’s Deferred Compensation Plan, (b) $49,271 in dividends on unvested restricted stock awards, (c) $16,500 in 401(k) savings plan matching contributions, and (d) $7,990 in Company-paid life and disability insurance premiums.

~~(8)~~

The amount reported for 2021 in column (i) for Ms. Peacock consists of (a) $10,380 in dividends on unvested restricted stock awards, (b) $16,000 in 401(k) savings plan matching contributions, and (c) $4,183 in Company-paid life and disability insurance premiums.

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(3)

Amounts in this column include the following amounts that were previously reported in the Summary Compensation Table as compensation for: Ms. Schertell — $31,281; Mr. Wamser — $95,546; Mr. Rickheim — $25,250; and Mr. Nuñez — $152,960. All amounts in this column are vested and would be payable in full following any termination.

Legacy SWM Deferred Compensation ~~Table as compensation for 2020 and 2019: Dr. Kramer — $601,117; Mr. Wamser — $0; and Mr. Nuñez — $50,275.~~

Plan

Eligible employees may elect to defer up to 25% of their annual salary and up to 50% of their incentive bonus to the Legacy SWM Deferred Compensation Plan, ~~No. 2,~~ a non-qualified deferred compensation plan established in 2005 to allow participants to defer receipt of compensation and payment of certain income taxes. Eligibility to participate in the Legacy SWM Deferred Compensation Plan is limited to “management” and “highly compensated 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’s account in the Legacy SWM Deferred Compensation Plan.

Amounts deferred into the Legacy SWM Deferred Compensation Plan ~~No. 2~~ by a participating officer, or contributed on the officer’s behalf by the Company, can be invested at the officer’s election in an account that tracks, but does not actually invest in, some of the fund elections available under the Company’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’s creditors while in the Legacy SWM Deferred Compensation ~~Plan No. 2.~~Plan.

A participant may elect to receive payment of the vested amount credited to his or her deferral account under the Legacy SWM Deferred Compensation Plan ~~No. 2~~ based on a participant election of a single lump sum or three, five, or ten annual installments. No payments may commence in fewer than five years following the date of the deferral election, except for alternative distributions that may occur in certain defined circumstances including disability, death of participant, separation from service, change of control and unforeseeable emergency, as such terms are defined in the plan. Certain individuals, including plan participants who are Named Executive Officers, must defer distributions from the plan for six months following a separation from service. Mr. Rickheim is the only Named Executive Officer who currently participates in the Legacy SWM Deferred Compensation Plan.

In 2023, the Company amended the Legacy SWM Deferred Compensation Plan so that a change of control would no longer be triggered by the acquisition by a person or group of 30% or more of the total voting power or ownership interests of the Company.

Neenah Supplemental Retirement Contribution Plan

Following the closing of the Merger, the Company assumed Neenah’s supplemental retirement contribution plan (the “Supplemental RCP”) which is a non-qualified defined contribution plan which is intended to provide a tax-deferred retirement savings alternative for amounts exceeding Internal Revenue Code limitations on qualified plans. Ms. Schertell and Mr. Weitzel currently participate in the Supplemental RCP.

The Supplemental RCP is a non-qualified excess benefit and supplemental retirement plan pursuant to which the Company provides additional retirement benefits to certain highly compensated employees. These Company contributions are intended to provide contributions to those individuals whose benefits under tax-qualified programs are restricted by the limitations permitted by the Internal Revenue Code. Contributions are held for each participant in either an excess benefit or supplemental benefit unfunded separate account. Participant accounts are credited with earnings, gains, and losses based on the rate of return of investment funds selected by the participant, which the participant may elect to change in accordance with the participant’s elections under the Supplemental RCP. Payments can be tied to termination of employment, including retirement, and would be paid in a lump sum.

If a participant dies before receiving the full value of their account balance, the participant’s beneficiary would receive the remainder of the benefit in one lump sum payment.

Legacy Neenah Deferred Compensation Plan

The Legacy Neenah Deferred Compensation Plan is the deferred compensation plan for the executive officers of former Neenah, Inc. Upon the consummation of the Merger, the Company assumed the Legacy Neenah Deferred Compensation Plan. The Legacy Neenah Deferred Compensation Plan allows the executive officers of the former Neenah, Inc. to defer a portion of their annual cash compensation (base salary and bonus). The Legacy Neenah

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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

~~On November 2, 2016,~~Neenah Executive Severance Plan

Each of our continuing Named Executive Officers are eligible for payments and benefits in connection with certain qualifying terminations of employment pursuant to the ~~Committee adopted~~terms of the Amended and ~~approved~~Restated Neenah Executive Severance Plan (the “Neenah Severance Plan”). The Neenah Severance Plan categorizes participating executives as either “Tier 1”, “Tier 2”, or “Tier 3” participants in order to provide varying benefit amounts to the different executives. Each of our continuing Named Executive Officers are Tier 1 participants under the Neenah Severance Plan.

Upon termination of a Named Executive Officer’s employment by the Company without “cause” outside of a change of control, such Named Executive Officer will be entitled to an amount equal to one and one-half times his or her base salary.

Upon termination of the Named Executive Officer’s employment by Neenah without “cause” within the two-year period following a change of control or by the Named Executive Officer for “good reason” within the two-year period following a change of control, the Neenah Severance Plan provides that such terminated Named Executive Officer will be entitled to the sum of:

two times the sum of his or her annual base salary;

the amount of his or her annual bonus that he or she has earned through the date of the change of control, plus two times his or her targeted annual bonus;

any profit-sharing contributions or pension plan benefits forfeited as a result of such termination;

the amount of profit-sharing contributions and pension plan benefits such participant would have received under the qualified and supplemental retirement plans but for his or her termination for the two-year period following his or her termination; and

the cost of medical and dental COBRA premiums for a period of two years.

In addition, such Named Executive Officer will be fully vested in his or her account under the Legacy Neenah Deferred Compensation Plan, and any outstanding equity awards granted to him or her.

Furthermore, upon the termination of a Named Executive Officer’s employment by Neenah at any time without “cause” or by the officer for “good reason” within the two-year period following a change of control, the Named Executive Officer will be eligible to receive reimbursement for outplacement service costs for a period of two years in an amount not to exceed $50,000.

Any amounts paid to a Named Executive Officer under the Neenah Severance Plan will be reduced to the maximum amount that could be paid without being subject to the excise tax imposed under Sections 280G and 4999 of the Internal Revenue Code, but only if the after-tax benefit of the reduced amount is higher than the after-tax benefit of the unreduced amount.

Payment of the benefits under the Neenah Severance Plan is subject to the applicable executive executing an agreement that includes restrictive covenants and a general release of claims against the Company. These benefits are intended to recruit and retain key executives and provide continuity in the Company’s management in the event of a change of control.

Wamser and Nuñez Separation Agreements

Prior to their separation, Messrs. Wamser and Nuñez each participated in the Schweitzer-Mauduit International, Inc. 2016 Executive Severance Plan (the ~~“2016~~“SWM Executive Severance Plan”) ~~for members of the Company’s senior executive team.~~

~~The 2016 Plan provides that in the event of~~. As described above, Mr. Wamser was deemed to have experienced a termination ~~of a participant’s employment with the Company or one of its participating subsidiaries or business units~~without “Cause” within two years ~~after~~following 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”“Change in Control” (each as defined in ~~Section 13(d)(3)~~the SWM Executive Severance Plan) upon his separations from the Company in April 2023, which occurred within two years following the closing of the ~~Exchange Act, acquires actual or beneficial ownership of shares~~Merger. In connection with his separation, the Company entered into a Separation, Waiver and Release Agreement with Mr. Wamser, memorializing his entitlements to the following payments and benefits in accordance with the terms 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~~SWM Executive Severance Plan: (i) a lump sum 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”), 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.

In the event of a qualifying termination of employment in connection with a change of control as of December 31, 2021, the then-serving Named Executive Officers would generally have been entitled to receive:

i.

~~a cash~~ payment ~~in an amount~~ equal to three times the sum of (x) his highest ~~annual compensation (base~~base salary ~~and annual incentive awards) paid or payable within~~for the three-year period ~~ending~~preceding his separation, plus (y) his highest short-term incentive bonus for the

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three-year period preceding his separation ($3,218,379); (ii) a pro-rated STIP payment for 2023 based on target performance ($107,813); and (iii) a cash payment equal to the ~~date~~cost of ~~termination;~~continued medical, dental, vision, life and

~~ii.~~

~~welfare benefits (including, health and dental benefits) from~~ supplemental long-term disability coverage for up to three years, at active employee rates ($93,595). In addition, the ~~Company for a period of three years.~~

~~The payments~~outstanding equity awards granted to ~~a participant employed by one~~Mr. Wamser prior to 2023 vested in full upon his separations in accordance with the terms of the ~~Company’s non-United States subsidiaries or business units are subject~~underlying award agreements ($1,414,602). Mr. Wamser was also paid $24,880 in respect of accrued but unused vacation time.

As described above, Mr. Nuñez was deemed 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’s place of employment.~~

~~The 2016 Plan provides that any benefits triggered by~~have experienced a change of control are subject to an automatic reduction to avoid the imposition of excise taxes under Section 4999 of the Internal Revenue Code in the event such reduction would result in a better after-tax result for the executive.

Upon a change of control, all deferred compensation plan contributions that have been granted to a participant, but not yet vested as of December 31, 2021, vest automatically. Awards granted under the Company’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’s annual incentive program, in the event a participant is terminated~~ without ~~cause~~“Cause” within two years following a ~~change of control,~~“Change in Control” (each as defined in the ~~participant is entitled to payment of a pro rata portion~~SWM Executive Severance Plan) upon his separations from the Company in September 2023, which occurred within two years following the closing of the ~~incentive award at the target performance percentage, without regard to achievement of pre-established objectives.~~

~~The 2016 Plan also provides that if a Named Executive Officer’s employment~~Merger. In connection with his separation, the Company ~~or an affiliate terminates absent~~entered into 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 case ofSeparation, Waiver and Release Agreement with Mr. Nuñez, this severance multiple equals one-half times base salary, in the cases 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’s welfare benefits for the number of years equalmemorializing his entitlements to the severance multiple. A participant cannot receive both this payment as well as compensation under the 2016 Plan’s change of control provisions. The 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 benefitsfollowing payments and ~~insured long-term disability~~ benefits in accordance with ~~Company policy.~~

~~The Committee establishes~~ the ~~eligibility criteria for participation and, from time to time, designates key employees as participants in the 2016 Plan. Subject to certain conditions, the 2016 Plan may be amended or~~

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~~terminated by resolution~~terms of the ~~Board, but no such amendment or termination may be effective during~~SWM Executive Severance Plan: (i) a lump sum cash payment equal to three times the ~~two-year~~sum of (x) his highest base salary for the three-year period ~~following a change of control of~~preceding his separation, plus (y) his highest short-term incentive bonus for the ~~Company without the consent of all participants.~~

The Company’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)three-year period preceding his separation ($2,983,080); (ii) ~~without cause or due to good reason within 24 months following~~ a “change in 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 basispro-rated STIP payment for 2023 based on target performance ($216,667); and (iii) a cash payment equal to the cost of continued medical, dental, vision, life and supplemental long-term disability coverage for up to three years, at active employee rates ($93,595). In addition, the outstanding equity awards granted to Mr. Nuñez prior to 2023 vested in full upon his separations in accordance with the ~~event~~terms of ~~death, disability, or termination~~the underlying award agreements ($762,947). Mr. Nuñez was also paid $24,880 in respect 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.accrued but unused vacation time.

The maximum amounts payable upon termination pursuant to the ~~2016 Plan,~~severance arrangements described above, assuming that a change of control of the Company and/or a qualifying termination of employment had occurred on December 31, ~~2021,~~2023, are set forth in the following tables for ~~all~~each of the continuing Named Executive ~~Officers other than Mr. Hoek. Mr. Hoek~~Officers. The amounts reported in the table below does not ~~participate~~reflect the application of any reduction in benefits to avoid the ~~2016 Plan and will be entitled to severance benefits as required by Luxembourg law. Upon a qualifying termination~~imposition 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 awardexcise taxes 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 anySection 4999 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.~~Internal Revenue Code.

In addition, in the event of termination, retirement, death or disability, each participating Named Executive Officer is also entitled to his or her benefits discussed above under “2021 Non-Qualified Deferred Compensation” and “2021 Pension Benefits,” as applicable.

		With Change of Control			Without Change of Control⁽¹⁾
Name	Compensation Component	Retirement	Without Cause or Good Reason Termination	Death or Disability	Retirement	Without Cause or Good Reason Termination	Death or Disability
Julie Schertell	Cash Severance	—	3,977,500	—	—	3,977,500	—
	Non-Equity Incentive Plan Compensation⁽²⁾	—	—	—	—	—	—
	Long Term Incentives- Performance⁽³⁾	—	2,267,641	979,431	—	2,267,641	979,431
	Long Term Incentives- Time Based⁽³⁾	—	2,115,306	2,115,306	—	2,115,306	2,115,306
	Benefit Continuation	—	208,092	—	—	208,092	—
	Outplacement	—	50,000	—	—	50,000	—
	Total:	—	8,618,539	3,094,737	—	8,618,539	3,094,737
Gregory Weitzel	Cash Severance	—	1,402,500	—	—	1,402,500	—
	Non-Equity Incentive Plan Compensation⁽²⁾	—	—	—	—	—	—
	Long Term Incentives- Performance⁽³⁾	—	195,815	59,490	—	195,815	59,490
	Long Term Incentives- Time Based⁽³⁾	—	222,821	222,821	—	222,821	222,821
	Benefit Continuation	—	116,728	—	—	116,728	—
	Outplacement	—	50,000	—	—	50,000	—
	Total:	—	1,987,864	282,311	—	1,987,864	282,311
Michael W. Rickheim	Cash Severance	—	1,402,500	—	—	1,402,500	—
	Non-Equity Incentive Plan Compensation⁽²⁾	—	—	—	—	—	—
	Long Term Incentives- Performance⁽³⁾	—	690,894	343,373	—	690,894	343,373
	Long Term Incentives- Time Based⁽³⁾	—	333,604	333,604	—	333,604	333,604
	Benefit Continuation	—	46,603	—	—	46,603	—
	Outplacement	—	50,000	—	—	50,000	—
	Total:		2,523,601	676,977		2,523,601	676,977

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~~Potential Payments to R. Andrew Wamser, Jr. upon Retirement,~~

~~Termination or Change of Control as of December 31, 2021~~

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 — — 471,636 1,414,908 373,418 —
Incentive Compensation —
Short-Term Incentive Lump sum cash — — — 1,604,421 534,807 —
Performance Shares and Restricted Stock(1)
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
Excess 401(k) in Deferred
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

~~(1)~~

Represents the value of the accelerated vesting of service-based restricted stock awards and, in the case of a termination of employment without cause or due to good reason within 24 months following a “change in control” of the Company or due to death or disability, the pro rata vesting of the 2021 performance share awards assuming target achievement of the applicable performance goals. The value of the accelerated vesting of the equity awards reported in this table is based upon our closing stock price of $29.90 on December 31, 2021.

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Pay Versus Performance Disclosure

In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO Named Executive Officers (“NEOs”) and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

Year	Summary Compensation Table Total for First PEO¹ ($)	Summary Compensation Table Total for Second PEO¹ ($)	Compensation Actually Paid to First PEO^1,2,3 ($)	Compensation Actually Paid to Second PEO^1,2,3 ($)	Average Summary Compensation Table Total for Non-PEO NEOs¹ ($)	Average Compensation Actually Paid to Non-PEO NEOs^1,2,3 ($)	Value of Initial Fixed $100 Investment based on:⁴		Net Income ($ Millions)	EBITDA Delivered ($ Millions)
Year	Summary Compensation Table Total for First PEO¹ ($)	Summary Compensation Table Total for Second PEO¹ ($)	Compensation Actually Paid to First PEO^1,2,3 ($)	Compensation Actually Paid to Second PEO^1,2,3 ($)			TSR ($)	Peer Group TSR ($)	Net Income ($ Millions)	EBITDA Delivered ($ Millions)
2023	—	3,453,662	—	2,691,524	2,165,963	1,807,267	45.40	163.35	(309.5)	213.4
2022	14,274,246	3,476,043	11,257,027	2,066,898	3,099,738	1,952,970	58.69	136.06	(6.6)	304.7
2021	5,150,672	—	3,516,159	—	1,290,711	938,432	78.52	144.89	88.9	209.1
2020	5,757,874	—	5,448,268	—	1,466,461	1,052,550	101.04	122.35	83.8	212.9

1.	The Principal Executive Officer (“PEO”) and Named Executive Officers for the applicable years were as follows:

2023: Julie Schertell (“Second PEO”), served as the Company’s Chief Executive Officer for the entirety of 2023 and the Company’s other Named Executive Officers were: R. Andrew Wamser, Jr.; Gregory Weitzel; Michael W. Rickheim; Mark W. Johnson; and Ricardo Nuñez.

2022: Julie Schertell assumed the role of the Company’s President and Chief Executive Officer on July 6, 2022, and Jeffrey Kramer, PhD (“First PEO”), served as the Company’s Chief Executive Officer during 2022 through July 5, 2022. The Company’s other Named Executive Officers were: R. Andrew Wamser, Jr.; Omar Hoek; Ricardo Nuñez; Michael W. Rickheim; and Tracey Peacock.

2021: Jeffrey Kramer, PhD, served as the Company’s Chief Executive Officer for the entirety of 2021 and the Company’s other Named Executive Officers were: R. Andrew Wamser, Jr.; Omar Hoek; Ricardo Nuñez; and Tracey Peacock.

2020: Jeffrey Kramer, PhD, served as the Company’s Chief Executive Officer for the entirety of 2020 and the Company’s other Named Executive Officers were: R. Andrew Wamser, Jr.; Omar Hoek; Ricardo Nuñez; and Daniel Lister.

2.

The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below.

3.

Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are based on the amounts from the Stock Awards column set forth in the Summary Compensation Table.

Year			Summary Compensation Table Total for Second PEO ($)			Exclusion of Stock Awards for Second PEO ($)			Inclusion of Equity Values for Second PEO ($)			Compensation Actually Paid to Second PEO ($)
2023			3,453,662			(1,800,426)			1,038,288			2,691,524

Year			Average Summary Compensation Table Total for Non-PEO NEOs ($)			Average Exclusion of Stock Awards for Non- PEO NEOs ($)			Average Inclusion of Equity Values for Non- PEO NEOs ($)			Average Compensation Actually Paid to Non- PEO NEOs ($)
2023			2,165,963			(363,570)			4,874			1,807,267

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The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

Year			Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Second PEO ($)			Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards Second PEO ($)			Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Second PEO ($)			Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Second PEO ($)			Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Second PEO ($)			Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Second PEO ($)			Total - Inclusion of Equity Values for Second PEO ($)
2023			780,963			196,804			—			60,521			—			—			1,038,288

Year			Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($)			Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($)			Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($)			Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($)			Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($)			Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($)			Total - Average Inclusion of Equity Values for Non-PEO NEOs ($)
2023			109,015			42,608			—			3,274			(150,023)			—			4,874

4.

The Peer Group TSR set forth in this table utilizes the S&P SmallCap 600 Capped Materials Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the S&P SmallCap 600 Capped Materials Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.

5.

We determined EBITDA Delivered to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2023. EBITDA Delivered is a non-GAAP measure. For more information on EBITDA Delivered, please see the “2023 Short-Term Incentive Plan” section of the Compensation Discussion & Analysis in this proxy statement. This performance measure may not have been the most important financial performance measure for prior years, and we may determine a different financial performance measure to be the most important financial performance measure in future years.

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Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company and Peer Group Total Shareholder Return (“TSR”)

The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the four most recently completed fiscal years, and the S&P SmallCap 600 Capped Materials Index over the same period.

Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income

The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the four most recently completed fiscal years.

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Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and EBITDA Delivered

The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our EBITDA Delivered during the four most recently completed fiscal years.

Tabular List of Most Important Financial Performance Measures

The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and Non-PEO NEOs for 2023 to Company performance. (These measures are discussed in the Compensation Discussion and Analysis section of this proxy statement.) The measures in this table are not ranked.

EBITDA Delivered

Synergies Achieved

Free Cash Flow as a Percentage of Net Sales

ROIC

Relative TSR

# # #

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Compensation of Directors

Every other year, the Compensation Committee reviews non-employee director compensation to evaluate whether non-employee director compensation is consistent with market practices. After considering input from Meridian, the Board determined not to make any changes to the compensation of our non-employee directors in connection with the ~~2021~~2023 pay review. In ~~2021,~~2023, each non-employee director received the following cash and stock compensation for service on our Board and its committees:

•

An annual Board retainer of $95,000 in stock plus $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.

•

Additional annual retainer for the Non-Executive Chairman was $75,000 per year, paid quarterly in cash.

•

Directors who serve on committees receive an additional annual retainer, paid quarterly in cash as follows:

•

Audit Committee: $30,000 for Chair; $15,000 for other members

•

Compensation Committee: $20,000 for Chair; $10,000 for other members

•

Nominating & Governance Committee: $15,000 for Chair; $10,000 for other members

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A director who is an officer or an employee of the Company or any of its subsidiaries or affiliates does not receive any fees for service as a member of the Board but is reimbursed for expenses incurred as a result of such service. Each non-employee director earned the following compensation in ~~2021~~2022 in addition to reimbursement of his or her actual and reasonable travel expenses.

~~2021~~2023 DIRECTOR COMPENSATION

Name(1)

Fees Earned or
Paid in Cash

Stock
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
William Cook	85,000	95,000	180,000
Jeffrey Keenan	95,000	95,000	190,000
Marco Levi	80,000	95,000	175,000
Kimberly Ritrievi	100,000	95,000	195,000
John Rogers	160,000	95,000	255,000
Shruti Singhal	95,000	95,000	190,000
Tony Thene	95,000	95,000	190,000
Anderson Warlick	100,000	95,000	195,000

~~(1)~~

Dr. Kramer is not included in this table as he was an employee of the Company while serving on the Board of Directors and received no additional compensation for his service as a director. The 2021 compensation received by Dr. Kramer as an employee of the Company is shown in the 2021 Summary Compensation Table.

~~(2)~~

The amounts shown in this column are valued based on the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. As of December 31, 2021, the total number of stock awards outstanding per director, in the form of shares or share units, were as follows: Ms. Borg — 7,851; Mr. Bye — 5,278; Mr. Keenan — 82,691; Mr. Levi — 11,288; Dr. Ritrievi — 16,638; Dr. Rogers — 39,363; and Mr. Warlick — 57,812. These totals also include accumulated dividends on stock units.

(1)	Ms. Schertell is not included in this table as she is an employee of the Company and received no additional compensation for her service as a director. The 2023 compensation received by Ms. Schertell as an employee of the Company is shown in the 2023 Summary Compensation Table.

(2)

The amounts shown in this column are valued based on the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. Grant date fair value is calculated by multiplying the number of shares granted by our closing share price on the grant date (or the last trading day prior to the grant date). As of December 31, 2023, the total number of stock awards outstanding per director, in the form of deferred shares or deferred share units, were as follows: Mr. Cook — 10,580; Mr. Keenan — 13,474; Mr. Levi — 0; Dr. Ritrievi — 6,735; Dr. Rogers — 6,735; Mr. Singhal — 0; Mr. Thene — 0; and Mr. Warlick — 13,828. These totals also include accumulated dividends on stock units.

U.S. directors may elect to defer all or part of their compensation to the Deferred Compensation Plan No. 2 for Non-Employee Directors, a non-qualified, deferred compensation plan established in 2005 to allow participants to defer receipt of compensation and payment of certain federal and state income taxes. Each participating director has an individual deferral account that is credited with cash or stock units, which include accumulated 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

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amount deferred or of any earnings on the participants’ account balances in either plan. As the Merger constituted a “Change of Control” under the Deferred Compensation Plan No. 2 for Non-Employee Directors, each director who previously elected to be paid a lump sum following a Change of Control was required to have their account balance under the plan paid to them within 60 days following the Merger. In 2023, the Company amended the Deferred Compensation Plan No. 2 for Non-Employee Directors so that a change of control would no longer be triggered by the acquisition by a person or group of 30% or more of the total voting power or ownership interests of the Company.

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be necessary or desirable, with the costs borne by the Company. There is also total freedom of communication between any director and the Chief Executive Officer and any other member of management, and such communications are not required to go through the Non-Executive ~~Chairman~~Chair or the Chief Executive Officer, in the case of director communication with other members of management. The Non-Executive ~~Chairman~~Chair will be available for consultation and direct communication if requested by any major stockholder of the Company.

Director Independence

An independent director is a person who is free from any relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Annually, the Board will assess the independence of each non-management director based on the existence or absence of a material relationship with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company). In addition to the independence standards of the SEC and the NYSE, the Board has adopted certain categorical standards of independence. The following persons shall not be considered independent:

~~a. A director who is employed by the Company or any of its affiliates for the current year or any of the past five years.~~

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~~b. A director who is, or in the past five years has been, affiliated with or employed by a (present or former) auditor of the Company (or of an affiliate).~~

c. A director who is, or in the past five years has been, part of an interlocking directorate in which an executive officer of the Company serves on the compensation committee of another company that concurrently employs the director.

d. A director who is, or in the past five years has been, a Family Member of an individual who was employed by the Company or any of its affiliates as an executive officer. The term “Family Member” shall mean a person’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’s home.

e. A director who, during the current fiscal year or any of the past five fiscal years, personally provided services to the Company or its affiliates that had an annual value in excess of $60,000; or who was paid or accepted, or who has a non-employee Family Member who was paid or accepted, any payments from the Company or any of its affiliates in excess of $60,000 other than compensation for board service, benefits under a tax-qualified retirement plan, or non-discretionary compensation.

f. A director who is a partner in, or a controlling stockholder or an executive officer of, any organization (profit or non-profit) to which the Company made, or from which the Company received, payments (other than those arising solely from investments in the Company’s securities) that exceed one percent (1%) of the recipient’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’s exercise of independent judgment.

a.	A director who is employed by the Company or any of its affiliates for the current year or any of the past five years.

b.	A director who is, or in the past five years has been, affiliated with or employed by a (present or former) auditor of the Company (or of an affiliate).

c.	A director who is, or in the past five years has been, part of an interlocking directorate in which an executive officer of the Company serves on the compensation committee of another company that concurrently employs the director.

d.

A director who is, or in the past five years has been, a Family Member of an individual who was employed by the Company or any of its affiliates as an executive officer. The term “Family Member” shall mean a person’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’s home.

e.

A director who, during the current fiscal year or any of the past five fiscal years, personally provided services to the Company or its affiliates that had an annual value in excess of $60,000; or who was paid or accepted, or who has a non-employee Family Member who was paid or accepted, any payments from the Company or any of its affiliates in excess of $60,000 other than compensation for board service, benefits under a tax-qualified retirement plan, or non-discretionary compensation.

f.

A director who is a partner in, or a controlling stockholder or an executive officer of, any organization (profit or non-profit) to which the Company made, or from which the Company received, payments (other than those arising solely from investments in the Company’s securities) that exceed one percent (1%) of the recipient’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’s exercise of independent judgment.

Based on the foregoing standard, as well as the applicable standards for independence articulated by the NYSE and the SEC, the Board affirmatively determined that the following ~~current and former~~ directors met the applicable independence standards:

	~~Deborah Borg~~ William M. Cook		~~Mark L. Bye~~
	Jeffrey J. Keenan
Marco Levi		~~Marco Levi~~
	Kimberly E. Ritrievi
John D. Rogers		~~John D. Rogers~~	Shruti Singhal
	~~Anderson D. Warlick~~ Tony R. Thene			Anderson D. Warlick

~~Dr. Kramer~~Ms. Schertell is a member of management and is not independent.

FinancialExperts

The Board determined that ~~Dr.~~Drs. Ritrievi and Rogers, and Messrs. ~~Bye,~~Cook and Keenan ~~Levi, and Rogers~~ each qualify as “audit committee financial experts” as such term is defined in Item 407(d)(5)(ii) of Regulation S-K.

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Standing Committees

Each of the Audit Committee, the Compensation Committee and the Nominating & Governance Committee is a “Standing Committee” of the Board. Each Standing Committee is composed entirely of independent directors.

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The following table lists the current members, principal functions and meetings held in ~~2021~~2023 for each of the Standing Committees:

Meetings

in 2023

Audit Committee

Kimberly E. Ritrievi (Chair)
~~Mark L. Bye~~

William M. Cook

Jeffrey J. Keenan

John D. Rogers
~~Jeffrey J. Keenan~~

Shruti Singhal

No member serves on the audit committee of more than three public companies, including the Company’s Audit Committee.

Following the Annual Meeting, Dr. Rogers will serve as Chair of the Audit Committee and Mr. Singhal will no longer serve on the Audit Committee.

•

Appointment of outside auditors to audit the records and accounts of the Company

7

•

Retain and compensate outside auditors

•

Review scope of audits, provide oversight in connection with internal control, financial reporting and disclosure systems

•

Monitor the Company’s compliance with legal and regulatory requirements

•

The nature and scope of the Committee’s responsibilities are set forth in further detail under the caption “Audit Committee Report”

~~Compensation CommitteeAnderson D. Warlick (Chair)~~
~~Deborah Borg~~
~~Marco Levi~~
~~Kimberly Ritrievi~~

Compensation Committee

Anderson D. Warlick (Chair)

Marco Levi

Tony Thene

Following the Annual Meeting, Mr. Thene will be retiring from the Board and Mr. Singhal will join the Compensation Committee.

•

Evaluate and approve executive officer compensation

5

4

•

Review compensation strategy, plans and programs and evaluate related risk

•

Evaluate and make recommendations on director compensation

•

The nature and scope of the Committee’s responsibilities are set forth in further detail under the caption “Compensation Discussion & Analysis”

~~Nominating & Governance Committee~~
~~Jeffrey J. Keenan (Chair)~~
~~Mark L. Bye~~
~~Marco Levi~~
~~Anderson D. Warlick~~

Nominating & Governance

Committee Shruti Singhal (Chair)

Jeffrey Keenan

Tony Thene

Anderson D. Warlick

Following the Annual Meeting, Mr. Thene will be retiring from the Board.

•

Review and recommend to the Board candidates for election by stockholders or to fill any vacancies on the Board; evaluate stockholder nominees

5

1

•

Oversee the Board, committee and individual director evaluation processes

•

Evaluate, monitor and recommend changes in the Company’s governance policies

•

Oversee and report to the Board on the succession planning process with respect to directors and the Chief Executive Officer, including review of a transition plan in the event of an unexpected departure or incapacity of the Chief Executive Officer

•

Oversight of environmental, social and governance (ESG) matters

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Director Attendance

The Board of Directors met 58 times in ~~2021. All~~2023. With the exception of one missed committee meeting by one director, all of our directors ~~then in office~~ attended ~~100 percent of the meetings of the~~all Board and applicable ~~committees~~committee meetings in ~~2021.~~2023.

The Company expects members of the Board to attend each Annual Meeting and all directors who were then in office attended the ~~2021~~2023 Annual Meeting.

Director Training

From time to time, directors participate in the Company’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’s Corporate

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Governance Guidelines. The policy requires orientation for new directors and ongoing presentations and training for existing directors, as well as periodic reports on continuing education to the Nominating & Governance Committee.

Board Evaluation

The Board and its committees conduct annual self-evaluations, and the Non-Executive ~~Chairman~~Chair or Lead Independent Director, as applicable, may also engage individual Board members regarding Board or Committee performance. Evaluations of individual directors occur in connection with the evaluation of each director’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.

Overboarding Policy

Our Corporate Governance Guidelines provides that directors who also serve as executive officers of other public companies should not serve on more than two boards of public companies in addition to the Company’s Board. Other directors should not serve on more than four other public company boards. No Audit Committee member may serve on more than three public company audit committees, including the Company’s Audit Committee.

Board Exercise of Risk Oversight

The Board as a whole and through its committees exercises oversight of enterprise risk at a number of levels and utilizes formal and informal mechanisms to do so.

The Audit Committee plays a material role in oversight of financial, disclosure and liquidity risk issues and oversees the internal control mechanisms used by management in both the financial and non-financial areas. The Audit Committee regularly discusses with management major financial and ~~cyber security~~cybersecurity risk exposures, compensation risks and other risks, and the steps management has taken to monitor and control such exposures. Virtually every Audit Committee meeting includes items relating to risk review, including ongoing review of financial results, control issues, compliance audit processes and results, debt covenant compliance, hedging activities and liquidity measures. The Audit Committee has regular interaction with the Company’s independent auditors throughout the year, including executive sessions to address internal control and other matters.

The Nominating & Governance Committee regularly assesses the Company’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. In addition, the Nominating & Governance Committee oversees the Company’s environmental and sustainability efforts and progress, including related risks.

The Compensation Committee assesses compensation design and levels from the perspectives of market reasonableness and appropriateness to the objectives of retaining the quantity and level of management expertise and depth required for the successful execution of the Company’s business goals. The Compensation Committee also assesses the risk posed by the Company’s compensation program design and practices and the probability that they might result in adverse impacts on the Company.

The Board as a whole regularly reviews financial performance and risks to that performance, competitive market situations, risks to operations and operating capabilities, regulatory change and strategic planning. These reviews are provided through regularly scheduled financial and operations reviews and regular Committee Chair reports to the Board. More in-depth reviews are provided periodically on selected topics, e.g., litigation and regulatory compliance, customer satisfaction, environmental and sustainability related risks, and performance assessments and strategic planning.

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The Company maintains an internal audit department and an Enterprise Risk Management (“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.

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~~Cyber Security~~Cybersecurity Matters

Oversight of ~~cyber security~~cybersecurity risk is a joint responsibility of the Board and the Audit Committee. The ~~Audit Committee reviews IT risk as part of the quarterly internal audit and ERM update it receives. The~~ Company’s Chief Information Officer ~~will brief~~(the “CIO”) provides quarterly updates to the Audit Committee and the chair of the Audit Committee regularly updates the Board on cybersecurity matters potentially impacting the Company. Additionally, the CIO briefs the Board on information security matters at least once annually.

In addition to oversight by the Audit Committee and Board, our CIO chairs a Working Council that includes our Chief Financial Officer, Chief Human Resources Officer and our Chief Legal Officer. Our IT organization also includes a Chief Information Security Officer who is responsible for establishing processes as well as management of all cybersecurity risks and programs. The ~~Company maintains a cyber security insurance policy. Additionally, the~~ Company’s ~~cyber security~~cybersecurity procedures have been ~~externally audited~~developed based on the National Institute of Standards and Technology (NIST) cybersecurity framework.

~~In addition~~For more information, please refer to ~~oversight by~~Item 1C, “Cybersecurity”, in our Annual Report on Form 10-K for the Audit Committee and Board, the Company has a Working Council chaired by the Company’s Chief Information Officer and an Executive Council chaired by the Company’s Director of Security and Infrastructure that meet regularly to assess the Company’s response to IT and cyber security priorities.fiscal year ended December 31, 2023.

As part of the Company’s compliance program, the Company provides educational videos and training to employees on an annual basis that include cyber security risk management awareness and sends employees monthly notifications regarding potential cyber security risks. The Company also routinely performs assessments of IT and cyber security risks and maintains controls to mitigate those risks.

Environmental and Social Matters

We believe that building long-term value for our customers, employees and stockholders includes a focus on ensuring the long-term sustainability of our business, good corporate citizenship, and contributing to our communities. Corporate responsibility has long been part of the ~~SWM~~Mativ corporate mission and is one of our core values.

Our manufacturing facilities and corporate office have a longstanding tradition of community engagement and reducing our impact on the environment. We maintain our Supplier Code of Conduct and our Sustainable Forestry Policy to further align with our sustainability goals. ~~Our~~

General oversight responsibility for environmental, social, and governance (“ESG”) topics and the impacts associated with our business, including climate-related issues, is delegated by the Board to the Nominating & Governance Committee. The Nominating & Governance Committee reviews and guides ESG strategy and oversees the setting of corporate targets established by the Company’s cross-functional, management-level ESG Committee (the “ESG Committee”). This enables the Nominating & Governance Committee to consider the relevant policies and issues and to fulfill its oversight responsibilities. The Chair of the Nominating & Governance Committee then reports out on ESG and climate-related issues, including strategy and corporate targets, at each regularly scheduled meeting of the full Board (five per year).

The ESG Committee is led by our Deputy General Counsel and Assistant Secretary with representatives from leaders across our Sustainability, Legal, Corporate Communications, Investor Relations, and Human Resources departments. The ESG Committee meets once per month and updates the Board on key ESG issues that are relevant to our business and stakeholders and on the development and implementation of initiatives to support our sustainability ~~initiatives are further described~~goals at each regularly scheduled meeting of the Nominating & Governance Committee (five per year).

In February 2024, the Company released ESG information and performance data on our ~~corporate~~ website at ~~www.swmintl.com~~.

In(the “ESG Tear Sheet”) that we consider relevant to our business, covering the period January 1, 2022 ~~SWM released its 2021 Environmental, Social, and Governance (ESG) report~~through December 31, 2022, as part of its ongoing efforts to increase transparency around its ESG strategy and initiatives. The ~~report~~ESG Tear Sheet highlights ~~SWM’s~~the Company’s commitment to sustainable business practices and how it is addressing key ESG areas of focus.

~~The report includes information regarding:~~

•

~~Our environmental practices;~~

•

~~Our commitment to social responsibility, including supporting our employees and their health, safety, and development;~~

•

~~Our culture that allows for honest conversations, diversity of thought, teamwork, creativity, and innovation; and~~

•

~~Our commitment to supporting local communities, among other topics.~~

Please refer to ~~our~~the Company’s ESG ~~report,~~Tear Sheet, available at ~~https://www.swmintl.com/about-us/esg-report,~~www.mativ.com, for further information.

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Some of our key environmental and community initiatives are highlighted below:

Environmental Initiatives

•

Filtration Products that Benefit Society: Mativ produces a diverse portfolio of products that make water and air cleaner and safer. Our HVAC air filtration media can reach removal efficiencies as high as 99.9% while our ASD netting can provide up to a 20% decrease in pressure drop during Reverse Osmosis filtration, decreasing energy costs and allowing customers to provide energy efficient water filtration solutions.

•

Partnership with Planet Water Foundation: We partner with the Planet Water Foundation, a non-profit organization that helps bring clean water to the world’s most impoverished communities, to support the installation of water filtration systems and provide hygiene education. As an innovator and producer of products that enable access to fresh water across the world – a significant and urgent global societal need, we believe this to be a strong alignment with our business, expertise, and way to create material positive impacts for the communities where our solutions play a role. In 2023, through our support, the Foundation installed two AquaTower water systems in India, in the state of Tamil Nadu and two AquaTower water systems in Querétaro state in Mexico. Hygiene education programs were also deployed at the AquaTower project schools, reaching 2,600 students. Mativ also deployed an emergency AquaBlock water filtration system in Turkey in Hatay Province after the Kahramanmaras earthquake in February 2023. The five filtration systems are providing clean, safe drinking water for up to 17,200 people each day. Since our partnership with Planet Water Foundation began, Mativ has enabled access to fresh drinking water for up to 33,000 people.

•

FSC^® Certification: All unprocessed wood fiber and pulp and wood-based bioenergy consumed are sourced exclusively from suppliers maintaining FSC and/or PEFC Chain of Custody certification and/or have achieved FSC and/or PEFC Mix Credit or Controlled Wood certification. The packaging we use for our own business purposes (as opposed to the packaging we sell) is not necessarily certified or derived from certified suppliers, as we often purchase from small suppliers for whom certification is cost-prohibitive.

•	Environmental Certification and Energy Efficiency: As of year-end 2023, 11 Mativ locations are certified to ISO 14001 for environmental management systems and 4 locations are certified to the ISO 50001 energy management standard.

•	Recycling: Our facilities recycled more than 13,500 metric tons of waste in 2023. When possible, materials are reintroduced into the manufacturing process to produce new products.

•

~~Sustainable Packaging Material: We manufacture Cocoa Paper~~TM ~~as packaging material. Cocoa Paper~~TM ~~is made from botanical fibers and is biodegradable, compostable, and recyclable. Cocoa Paper~~TM ~~fibers are 100% carbon neutral, a first in the Engineered Papers (EP) portfolio. Sales of Cocoa Paper~~TM ~~benefit the Jacundá Forestry REDD+ Project in Brazil through the purchase of carbon credits to offset the impact of projected product sales.~~

•

~~Sustainable Innovation: SWM developed Revonex~~TM ~~membrane backing paper which improves reverse osmosis filtration efficiency by eliminating bleed-through. In addition, SWM developed a~~

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~~biodegradable cigarette filter media that is designed to replace cellulose acetate which contributes to microplastics pollution (or similar debris) in the ocean.~~

•

~~Water Management: SWM’s Filtrexx~~TM brand is a global leader in research and development of compost-based Sustainable Management Practices (SMPs) for stormwater management, sediment & erosion control, pollutant removal and living walls applications. Filtrexx’s Installation Services are used by many companies in the oil and gas and construction industries. Additionally, certain of SWM’s products can be used in reverse osmosis water filters, supporting clean drinking water.

•

~~Reducing Greenhouse Gas (GHG) Emissions and Supporting Air Quality~~: We recognize the importance of reducing our greenhouse gas (GHG) emissions and have prioritized actions to reduce our Scope 1 and Scope 2 emissions, such as the use of renewable energy sources, specific initiatives and equipment replacements intended to improve energy efficiency and incentives targeting energy use reductions in the Company’s operations.

•

~~Partnership with Planet Water Foundation~~: SWM partners with Planet Water Foundation to support global efforts to improve access to clean, safe water. In the past two years, through our support, the Foundation installed AquaTower water systems in two communities without adequate access to safe water ― Jalisco, Mexico and the Siem Reap Province, Cambodia. Each AquaTower system can produce up to 1,000 liters of clean water per hour, addressing the drinking needs of up to 1,800 people with each tower. In 2021, SWM installed three AquaTower water systems, three accompanying AquaSan surface disinfection systems and hygiene education programs and two AquaHome systems to provide families with solar powered electricity and drinking water at home.

•

~~Ethical Sourcing~~: 100% of the wood pulp that SWM uses is sourced from legally harvested and well-managed forests. SWM maintains Forest Stewardship Council (FSC) and/or Programme for the Endorsement of Forest Certification (PEFC) certification at all but two of its facilities supplying timber-based products.

•

~~Environmental Certification and Energy Efficiency: All of our Engineered Paper (EP) locations are certified to ISO 14001 for environmental management systems. Our mills in France are certified to the ISO 50001 energy management standard.~~

•

~~Biodiversity Support~~: SWM has a history of supporting local biodiversity initiatives, such as the installation of salmon and eel runs in the Isole River near our EP facility in Quimperlé, France, and the planting of native trees and rebuilding of natural habitat near our plant in Santanesia, Brazil.

•

~~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.

Community Initiatives

•

In addition to investing in area communities where our facilities are 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 efforts are locally directed, empowering our employees to contribute their time and expertise to organizations that matter to them and serve the unique needs of their communities. We donate to nonprofit or community organizations that support the communities where our plants are located.

We continue to look for ways to enhance the sustainability of our business and make a positive impact on the communities in which we live and serve.

Corporate Governance Documents

~~We have adopted a code~~Central to our cultural and operational foundation is the Mativ Code of ~~conduct~~Conduct (the “Code of Conduct”) ~~that~~, a key resource for making informed, compliant and ethical decisions. This document details policies, standards and expectations to guide all of our people at Mativ in the course of their work and interactions. All employees receive training on the Code of Conduct, as well as periodic reminders and newsletters on relevant compliance topics. The Code of Conduct applies to all ~~of our directors,~~employees, officers, and ~~employees, including~~directors of Mativ and its subsidiaries worldwide. Agents and contractors of the Company are also expected to read, understand, and abide by the Code of Conduct.

The Code of Conduct, which is published in all languages where we operate, covers:

Ethics and responsibilities in the workplace

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Our responsibilities to one another

Our responsibilities to our ~~principal executive officer, principal financial officer, principal accounting officer~~customers and ~~other persons performing similar functions.~~ business partners

Our responsibilities in the marketplace

Our responsibilities as corporate citizens (includes corporate social responsibility standards)

The Mativ Ethics and Compliance Hotline

Our ethics program is overseen by Mativ’s Chief Legal Officer. At the Board level, the Audit Committee is responsible for the ethics reporting hotline and receives a quarterly update on ethics-related matters.

The Code of Conduct is posted on the Governance page of the Company’s website at https://~~www.swmintl.com/about-us/~~ir.mativ.com/investors/governance/~~codes-of-conduct/~~governance-documents/. To the extent required under applicable SEC and NYSE rules, any waivers of, or changes to, the Code of Conduct will be posted on our

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website or otherwise publicly disclosed. In addition, copies of the Company’s Corporate Governance Guidelines and the charters for each of the Standing Committees can also be found on the Governance page of the Company’s website at https://~~www.swmintl.com/about-us/~~ir.mativ.com/investors/governance/~~charters-and-guidelines/~~governance-documents/. Copies of these documents may also be obtained by directing a written request to the Investor Relations Department at ~~Schweitzer-Mauduit International,~~Mativ Holdings, Inc., 100 ~~North Point Center East,~~Kimball Place, Suite 600, Alpharetta, Georgia ~~30022.~~30009.

Transactions with Related Persons

The Board has adopted written policies and procedures for the review, approval or ratification of any transaction involving an amount in excess of $120,000 in which the Company was or is to be a participant and in which any director or executive officer of the Company, any nominee for director, any 5% or greater stockholder, or any immediate family member of the foregoing has or will have a material interest as contemplated by Item 404(a) of Regulation S-K (each such transaction, a “Related Person 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:

•

Whether the proposed transaction is on terms that are at least as favorable to the Company as those achievable with an unaffiliated third party;

•

Size of the transaction and amount of consideration;

•

Nature of the interest;

•

Whether the transaction involves a conflict of interest;

•

Whether the transaction involves services available from unaffiliated third parties; and

•

Any other factors that the Audit Committee or subcommittee deems relevant.

The policy does not apply to (a) compensation and related person transactions involving a director or an executive officer solely resulting from that person’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.

Since January 1, ~~2021,~~2023, the Company has not participated in any Related Person Transaction.

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STOCK OWNERSHIP

Significant Beneficial Owners

The following table shows the persons known to the Company as of March 4, 2024 to be the beneficial owners of more than 5% of the outstanding shares of the Company’s Common Stock. In furnishing the information below, the Company has relied solely on information filed with the Securities and Exchange Commission (the “SEC”) by the beneficial owners.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class*	Sole Voting Power	Shared Voting Power	Sole Investment Power	Shared Investment Power
BlackRock Inc.⁽¹⁾ 50 Hudson Yards New York, NY 10001	8,815,096	16.2%	8,683,945	0	8,815,096	0

The Vanguard Group, Inc.⁽²⁾ 100 Vanguard Blvd Malvern, PA 19355	6,443,276	11.9%	0	71,794	6,316,093	127,183

Allspring Global⁽³⁾ 1415 Vantage Park Drive, 3rd Floor Charlotte, NC 28203	4,132,265	7.6%	3,998,210	0	4,132,265	0

Rubric Capital Management LP⁽⁴⁾ 155 East 44th St, Suite 1630 New York, NY 10017	4,000,000	7.4%	0	4,000,000	0	4,000,000

Boundary Creek Advisors LP⁽⁵⁾ 340 Madison Avenue, 12th Floor New York, NY 10173	3,800,054	7%	0	3,800,054	0	3,800,054

Wellington Management⁽⁶⁾ 280 Congress Street Boston, MA 02210	3,583,501	6.6%	0	3,532,860	0	3,583,501

The Goldman Sachs Group, Inc.⁽⁷⁾ 200 West Street New York, NY 10282	2,759,883	5.1%	0	2,759,513	0	2,759,883

*	Percentages are calculated based on 54,300,282 shares of Common Stock issued and outstanding on March 4, 2024.

(1)	Based solely on information contained in a Schedule 13G/A filed on January 22, 2024 by BlackRock Inc. to report its beneficial ownership of Common Stock.

(2)	Based solely on information contained in a Schedule 13G/A filed on February 13, 2024 by The Vanguard Group, Inc. to report its beneficial ownership of Common Stock.

(3)

Based solely on information contained in a Schedule 13G/A filed on January 12, 2024 by Allspring Global Investments Holdings, LLC (“AGIH”), Allspring Global Investments, LLC (“AGI”), and Allspring Funds Management, LLC (“AFM”) to report their beneficial ownership of Common Stock. AGIH reported sole voting power with respect to 3,998,210 shares of Common Stock and sole investment power with respect to 4,132,265 shares of Common Stock. AGI reported sole voting power with respect to 610,564 shares of Common Stock and sole investment power with respect to 4,128,028 shares of Common Stock. AFM reported sole voting power with respect to 3,387,646 shares of Common Stock and sole investment power with respect to 4,237 shares of Common Stock.

(4)

Based solely on information contained in a Schedule 13G/A filed on February 12, 2024 by Rubric Capital Management LP (“Rubric Capital”) and David Rosen (“Rosen”) to report beneficial ownership of Common Stock. Rubric Capital and Mr. Rosen each reported shared voting power and shared investment power with respect to 4,000,000 shares of Common Stock.

(5)

Based solely on information contained in a Schedule 13G filed on February 14, 2024 by Boundary Creek Advisors (“Boundary Creek”) and Peter Greatrex (“Greatrex”) to report beneficial ownership of Common Stock. Boundary Creek and Mr. Greatrex each reported shared voting power and shared investment power with respect to 3,800,054 shares of Common Stock, including 2,610,200 shares of Common Stock underlying call options.

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(6)

Based solely on information contained in a Schedule 13G filed on February 8, 2024 by Wellington Management Group LLP (“WMG”), Wellington Group Holdings LLP (“WGH”), Wellington Investment Advisors Holdings LLP (“WIAH”) and Wellington Management Company LLP (“WMC”) to report their beneficial ownership of Common Stock. WMG reported shared voting power with respect to 3,532,860 shares of Common Stock and shared investment power with respect to 3,583,501 shares of Common Stock. WGH reported shared voting power with respect to 3,532,860 shares of Common Stock and shared investment power with respect to 3,583,501 shares of Common Stock. WIAH reported shared voting power with respect to 3,532,860 shares of Common Stock and shared investment power with respect to 3,583,501 shares of Common Stock. WMC reported shared voting power with respect to 3,424,077 shares of Common Stock and shared investment power with respect to 3,474,718 shares of Common Stock.

(7)

Based solely on information contained in a Schedule 13G filed on February 7, 2024 by The Goldman Sachs Group, Inc. (“Goldman”) and Goldman Sachs & Co. LLC (“GSC”) to report their beneficial ownership of Common Stock. Goldman reported shared voting power with respect to 2,759,513 shares of Common Stock and shared investment power with respect to 2,759,883 shares of Common Stock. GSC reported shared voting power with respect to 2,759,513 shares of Common Stock and shared investment power with respect to 2,759,883 shares of Common Stock.

Directors and Executive Officers

To assure that the interests of directors and executive officers are aligned with the Company’s stockholders, the Company requires both directors and key executive officers (including all of the Company’s Named Executive Officers, as described in the section entitled “Executive Compensation - Compensation Discussion & Analysis”) to own minimum amounts of Common Stock within five years of becoming subject to the policy. Either directly or through deferred compensation accounts, each director must hold equity, or equity equivalents, in an amount at least equal in value to five times the value of the directors’ annual Board cash retainer. Each Named Executive Officer must hold vested equity equal to a multiple (from two 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 five year period to be in compliance with these stock ownership guidelines.

The following table sets forth information as of March 4, 2024 regarding the number of shares of Common Stock beneficially owned by all directors and nominees, by each Named Executive Officer and by all directors and executive officers as a group. In addition to shares of Common Stock they own beneficially, certain 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 of Directors” below. Under such plan, each director holds the equivalent of stock units in a deferral account. Unless otherwise indicated in a footnote, each person listed below possesses sole voting and investment power with respect to the shares indicated as beneficially owned by that person.

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DIRECTOR AND EXECUTIVE OFFICER BENEFICIAL OWNERSHIP TABLE

Name of Individual or Identity of Group	Amount and Nature of Beneficial Ownership	Number of Deferred Stock Units⁽¹⁾	Percent of Class⁽²⁾
William M. Cook⁽³⁾	18,936	10,663	*
Mark W. Johnson	19,330	0	*
Jeffrey J. Keenan⁽³⁾	318,000	13,579	*
Marco Levi⁽³⁾	20,442	0	*
Ricardo Nuñez⁽⁴⁾	43,650	0	*
Kimberly E. Ritrievi⁽³⁾	20,640	5,477	*
Michael W. Rickheim	48,252	0	*
John D. Rogers⁽³⁾	47,235	6,787	*
Julie A. Schertell⁽³⁾	230,005	0	*
Shruti Singhal⁽³⁾	7,611	0	*
Tony R. Thene⁽³⁾	15,137	0	*
R. Andrew Wamser, Jr.⁽⁵⁾	160,184	0	*
Anderson D. Warlick⁽³⁾	75,013	13,936	*
Greg Weitzel	15,566	0	*
All directors and executive officers as a group (14 persons)	1,040,001	50,442	2.01%

(1)	Represents the equivalent of stock units, including accumulated dividends, held in deferral accounts.

(2)	Percentages are calculated based on 54,300,282 shares of Common Stock issued and outstanding on March 4, 2024, 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)

In addition, each then-serving director receives $23,750 in stock on the first day of each calendar quarter, based on the applicable stock price. Based on the closing stock price on March 4, 2024 of $17.94, each director would receive 1,045 shares of common stock on April 1, 2024. Ms. Schertell does not receive a quarterly stock grant as she is an employee of the Company and receives no additional compensation for her service as a director.

(4)	Mr. Nuñez separated from the Company effective September 1, 2023.

(5)	Mr. Wamser separated from the Company effective April 1, 2023.

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PROPOSAL TWO

RATIFICATION OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM FOR ~~2022~~2024

Selection of the Independent Registered Public Accounting Firm

The Audit Committee has recommended, and the Board has selected, Deloitte & Touche LLP (“Deloitte & Touche”) to serve as the Company’s independent registered public accounting firm (the “outside auditor”) for fiscal year ~~2022.~~2024. Although it is not required to do so, the Audit Committee is asking our stockholders to ratify the Board’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.

Representatives of Deloitte & Touche will be at the Annual Meeting to answer appropriate questions. They also will have the opportunity to make a statement if they wish to do so.

Board Recommendation

The Board of Directors and the Audit Committee unanimously recommend a vote FOR ratification of the selection of Deloitte & Touche as our outside auditor for fiscal year ~~2022.~~2024.

Information Regarding the Independent Registered Public Accounting Firm

Audit, Audit Related, Tax and All Other Fees

The following table summarizes the aggregate fees relating to ~~amounts billed~~professional services rendered to the Company by its outside auditor, Deloitte & Touche, the member firm of Deloitte Touche Tohmatsu and their respective affiliates (collectively, “Deloitte”), for the fiscal years ended December 31, ~~2021~~2023 and ~~2020:~~2022:

2021 2020
Audit Fees(1)
3,695,561 $ 1,970,208
Audit-Related Fees(2)
0 12,810
Total Audit and Audit-Related Fees 3,695,561 1,983,018
Tax Compliance Services(3)
147,939 112,629
Tax Consulting and Planning Services(4)
2,480,944 541,615
Total Tax Fees 2,628,883 654,244
All Other Fees(5)
1,895 1,895
Total Fees 6,326,339 $ 2,639,157

	2023	2022
Audit Fees⁽¹⁾	4,756,083	4,925,035
Audit-Related Fees⁽²⁾	0	0
Total Audit and Audit-Related Fees	4,756,083	4,925,035
Tax Compliance Services⁽³⁾	434,100	191,798
Tax Consulting and Planning Services⁽⁴⁾	2,061,584	717,673
Total Tax Fees	2,495,684	909,471
All Other Fees⁽⁵⁾	71,900	1,895
Total Fees	7,323,667	5,836,401

(1)

Includes fees billed for professional services rendered in connection with the audit of the annual financial statements, audit of the Company’s internal control over financial reporting and management’s assessment thereof, review of financial statements included in the Company’s quarterly reports on Form 10-Q and for services provided for statutory and regulatory filings or engagements.

(2)	Includes fees incurred for assurance and related services and consultation on regulatory matters or accounting standards, as well as consultations on internal controls.

(3)	Includes fees incurred for tax return preparation and compliance.

(4)	Includes non-audit fees incurred for tax advice and tax planning.

(5)	Includes fees primarily related to training and subscription services.

~~(1)~~

Includes fees billed for professional services rendered in connection with the audit of the annual financial statements, audit of the Company’s internal control over financial reporting and management’s assessment thereof, review of financial statements included in the Company’s quarterly reports on Form 10-Q and for services provided for statutory and regulatory filings or engagements.

~~(2)~~

~~Includes fees incurred for assurance and related services and consultation on regulatory matters or accounting standards, as well as consultations on internal controls.~~

~~(3)~~

~~Includes fees incurred for tax return preparation and compliance.~~

~~(4)~~

~~Includes non-audit fees incurred for tax advice and tax planning.~~

~~(5)~~

~~Includes fees primarily related to subscription services and comfort letter procedures.~~

Pre-approval Policies and Procedures

All of the services listed above and performed by the outside auditor were pre-approved in accordance with the pre-approval policy and procedures adopted by the Audit Committee. These procedures describe the

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permitted audit, audit-related, tax and other services (collectively, the “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”) 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.

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Services provided by the outside auditor during the following year that are included in the Service List are pre-approved by the Audit Committee in accordance with its pre-approval policy and procedures. Any requests for audit, audit-related, tax, and other services not contemplated on the Service List must be submitted to the Audit Committee for specific pre-approval and cannot commence until such approval has been granted. Pre-approval is typically reviewed and granted at regularly scheduled meetings of the Audit Committee; however, the authority to grant specific pre-approval between meetings, if necessary, has been delegated, subject to certain dollar limitations, to the Chair of the Audit Committee. In the event of specific pre-approval granted by the Chair between meetings of the Audit Committee, the Chair is required to update the Audit Committee at its next regularly scheduled meeting on such grant.

In addition, although not required by the rules and regulations of the SEC, the Audit Committee is provided a range of fees associated with each proposed service on the Service List and any services that were not originally included on the Service List. Providing a range of fees for a service incorporates appropriate oversight and control of the outside auditor when time is of the essence. The policy does not contain a de minimis provision that would provide retroactive approval for permissible non-audit services under certain circumstances.

On a periodic basis, the Audit Committee reviews the status of services and fees incurred to-date against the Service List and the forecast of remaining services and fees for the applicable fiscal year.

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PROPOSAL THREE

NON-BINDING ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

As required by Section 14A of the Exchange Act pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act, the Board is providing our stockholders with an advisory vote on Executive Compensation. This advisory vote, commonly known as a “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 Discussion & Analysis,” the accompanying compensation tables and the corresponding narrative discussion and footnotes set forth on pages 13 to 26. The Company intends to submit this “say on pay” vote to its stockholders annually, consistent with the results of the advisory vote on frequency approved by the stockholders at the 2023 Annual Meeting of Stockholders.

As described in detail in the Compensation Discussion & Analysis, the Compensation Committee of the Board believes that the Company’s executive compensation program should reward actions and behaviors that build a foundation for the long-term performance of the Company, while also rewarding the achievement of short-term performance goals informed by the Company’s strategy. To align the Company’s executive compensation program with the Committee’s compensation philosophy, the Compensation Committee has adopted the following objectives:

•

Pay-for-performance

•

Align performance goals and executive compensation with stockholder interests

•

Total target compensation set within a range of market median value for like skills and responsibilities to attract, retain and motivate executive officers

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

~~What We Do:~~

✓

~~Pay-for-performance.~~

✓

~~Linkage between quantitative performance measures and operating objectives.~~

✓

~~“Double trigger” in the event of a change-in-control other than with respect to a grandfathered compensation arrangement.~~

✓

~~Independent compensation consultant.~~

✓

~~Stock ownership guidelines.~~

✓

~~Clawback policy.~~

✓

~~Annual risk assessment.~~

✓

~~Annual peer group review.~~

	What We Do:
	✓			Pay-for-performance.
	✓			Maximum payout caps for incentive compensation.
	✓			Linkage between quantitative performance measures and operating objectives.
	✓			“Double trigger” in the event of a change-in-control.
	✓			Independent compensation consultant.
	✓			Stock ownership guidelines.
	✓			Annual risk assessment.
	✓			Annual peer group review.
	✓			TSR modifier applicable to 2023 performance-based equity awards.
	✓			Clawback policies.

~~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.~~

	What We Don’t Do:
	✘			Change-in-control tax gross-ups.
	✘			Re-price stock options or buy-back equity grants.
	✘			Allow directors and key executives (including all Named Executive Officers) to hedge or pledge their Company securities.
	✘			Executive employment contracts unless required by local law.
	✘			Excessive perquisites.

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.

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Accordingly, the Board recommends that our stockholders vote for the “say on pay” vote as set forth in the following resolution:

RESOLVED, that our stockholders approve, on an advisory basis, the compensation paid to our Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K, including in the “Compensation Discussion & Analysis,” the accompanying compensation tables and the corresponding narrative discussion and footnotes.

Stockholders are not ultimately voting to approve or disapprove the Board’s recommendation. As this is an advisory vote, the outcome of the vote is not binding on the Company 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.

Board Recommendation

The Board of Directors unanimously recommends a vote FOR the approval of the advisory resolution relating to the compensation of our Named Executive Officers as disclosed in this Proxy Statement.

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PROPOSAL FOUR

ADOPTION OF THE MATIV HOLDINGS, INC. 2024 EQUITY AND INCENTIVE PLAN

On March 8, 2024, the Board approved the Mativ Holdings, Inc. 2024 Equity and Incentive Plan (the “2024 Plan”), subject to approval by our stockholders at the Annual Meeting. The 2024 Plan will replace the Schweitzer-Mauduit International, Inc. 2015 Long-Term Incentive Plan (the “2015 Plan”). If the 2024 Plan is approved, no awards will be granted under the 2015 Plan after the 2024 Plan becomes effective. As of March 1, 2024, the Company had utilized the entire share pool under the 2015 Plan.

If the 2024 Plan is approved by our stockholders, we will continue to be able to make awards of long-term equity incentives, which we believe are critical for attracting, motivating, rewarding and retaining a talented team who will contribute to our success. If the 2024 Plan is not adopted by our stockholders, we may be required to increase the cash component of our compensation mix (as no shares remain available for future issuance under the 2015 Plan), which we believe would inhibit our ability to (i) align our executives’ interests with the interests of our stockholders, (ii) recruit and retain new executives, key employees and non-employee directors, and (iii) motivate our current executives and key employees over a long-term horizon.

Equity Grant Practices

Outstanding Equity Awards

As of March 1, 2024, there were approximately 418,383 awards issued and outstanding under the 2015 Plan. As noted above, as of March 1, 2024, the Company had utilized the entire share pool under the 2015 Plan.

Dilution

Annual dilution from our equity compensation program is measured as the total number of shares subject to equity awards granted in a given year, less cancellations and other shares returned to the reserve that year, divided by total shares outstanding at the end of the year. Annual dilution from our equity compensation program for fiscal year 2023 was 0.46%. Overhang is another measure of the dilutive impact of our equity compensation program. Our overhang is equal to the number of shares subject to outstanding equity compensation awards plus the number of shares available to be granted, divided by the total number of outstanding shares. As of March 1, 2024, our overhang was 0.77%. As of March 1, 2024, the 2,800,000 shares being requested under the 2024 Plan would bring our aggregate overhang to approximately 5.9%. Overhang percentages are based on approximately 54,506,900 shares of Common Stock outstanding as of March 1, 2024.

Burn Rate

Burn rate is a measure of the number of shares subject to equity awards that we grant annually, which helps indicate the life expectancy of our equity plans and is another measure of stockholder dilution. We determine our burn rate by dividing the aggregate number of shares subject to awards granted during the year by the weighted average number of shares outstanding during the year. The Company’s burn rate for the past three fiscal years has been as follows:

Year	Restricted Stock Units Granted	Performance-Based Restricted Stock Units Earned^*	Weighted Average Number of Shares Outstanding	Burn Rate
2023	277,479	0	54,506,900	1.15%
2022	380,008	59,276	42,442,200	2.01%
2021	90,300	86,802	31,030,400	0.57%

*	Performance awards are shown based on the number earned. The Company granted 350,911, 471,292 and 86,802 performance awards at target in 2023, 2022, and 2021, respectively.

Our three-year average Burn Rate is 1.24%.

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Certain Features of the 2024 Plan

The following features of the 2024 Plan are designed to reinforce alignment between the equity compensation arrangements awarded pursuant to the 2024 Plan and our stockholders’ interests:

Awards will be subject to a one-year minimum vesting period, subject to limited exceptions set forth in the 2024 Plan as described below and the Plan Committee’s (as defined below) ability to provide for accelerated exercisability or vesting of any award, including in cases of retirement, death or disability, in the terms of the award agreement or otherwise;

No discounting of stock options or stock appreciation rights;

No repricing or replacement of underwater stock options or stock appreciation rights without stockholder approval;

No dividend equivalents on stock options or stock appreciation rights;

No dividends or dividend equivalents paid on unearned awards;

No recycling of shares used to pay the exercise price or taxes with respect to awards;

Annual non-employee director compensation limit, which cannot be amended without stockholder approval; and

No liberal definition of “change in control.”

Purposes of the 2024 Plan

Equity-based compensation is a significant component of our compensation program and the 2024 Plan is intended to serve the following purposes:

Align the interests of the Company’s stockholders and recipients of awards under the 2024 Plan by increasing the proprietary interest of such recipients in the Company’s growth and success;

Advance the interests of the Company by attracting and retaining officers, other employees, non-employee directors, consultants, independent contractors and agents; and

Motivate such persons to act in the long-term best interests of the Company and its stockholders.

Under the 2024 Plan, the Company may grant:

Non-qualified stock options;

Incentive stock options (within the meaning of Section 422 of the Internal Revenue Code);

Stock appreciation rights (“SARs”);

Restricted stock, restricted stock units and other stock-based awards (collectively, “Stock Awards”); and

Performance Awards.

Description of the 2024 Plan

The following description is qualified in its entirety by reference to the plan document, a copy of which is attached as Appendix A and incorporated into this Proxy Statement by reference.

Administration

The 2024 Plan will be administered by the Compensation Committee of the Board, or a subcommittee thereof, or such other committee designated by the Board (the “Plan Committee”), in each case consisting of two or more members of the Board. Each member of the Plan Committee is intended to be (i) a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act and (ii) “independent” within the meaning of the rules of the NYSE.

Subject to the express provisions of the 2024 Plan, the Plan Committee has the authority to select eligible persons to receive awards and determine all of the terms and conditions of each award. All awards are evidenced by an agreement containing such terms and conditions not inconsistent with the 2024 Plan as the Plan Committee

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approves. The Plan Committee also has authority to establish rules and regulations for administering the 2024 Plan and to decide questions of interpretation or application of any provision of the 2024 Plan. The Plan Committee may take any action such that (1) any outstanding options and SARs become exercisable in part or in full, (2) all or a portion of any restriction period applicable to any outstanding award lapses, (3) all or a portion of any performance period applicable to any outstanding award lapses, and (4) any performance measures applicable to any outstanding award be deemed satisfied at the target, maximum or any other level.

The Plan Committee may delegate some or all of its power and authority under the 2024 Plan to the Board, a subcommittee of the Board, a member of the Board, the Chief Executive Officer or such other executive officer of the Company as the Plan Committee deems appropriate, except that it may not delegate its power and authority to a member of the Board, the Chief Executive Officer or any executive officer with regard to awards to persons subject to Section 16 of the Exchange Act.

Available Shares

Under the 2024 Plan, the number of shares of Common Stock initially available for all awards, other than substitute awards granted in connection with a corporate transaction, will be (i) 2,800,000 shares. In addition, no more than 2,800,000 shares of Common Stock may be issued under the 2024 Plan with respect to incentive stock options. The share limits set forth in the 2024 Plan are subject to adjustment in the event of any equity restructuring that causes the per share value of shares of Common Stock to change, such as a stock dividend, stock split, spinoff, rights offering or recapitalization through an extraordinary cash dividend. On March 4, 2024, the closing sales price per share of our Common Stock as reported on the NYSE was $17.94.

To the extent that shares of Common Stock subject to an outstanding award granted under the 2024 Plan or the 2015 Plan are not issued or delivered by reason of (i) the expiration, termination, cancellation or forfeiture of such award (excluding shares of Common Stock subject to an option canceled upon settlement of a related tandem SAR or subject to a tandem SAR cancelled upon exercise of a related option) or (ii) the settlement of such award in cash, then such shares of Common Stock will again be available for re-issuance under the 2024 Plan. Shares of Common Stock subject to an award under the 2024 Plan will not again be available for issuance if such shares are (i) shares that were subject to an option or SAR and were not issued or delivered upon the net settlement or net exercise of such option or SAR, (ii) shares delivered to or withheld by the Company to pay the purchase price or the withholding taxes related to an outstanding award or (iii) shares repurchased by the Company on the open market with the proceeds of an option exercise.

Change in Control

Unless otherwise provided in an award agreement or a participant’s effective employment, change in control, severance or other similar agreement in effect on the applicable grant date, in the event of a change in control of the Company in which the successor company effectively assumes or substitutes an award and a participant’s employment or service is terminated by the Company, a subsidiary or an affiliate without cause, or by the participant for good reason within 24 months following such change in control, then upon such termination of employment or service (i) each outstanding option and SAR held by such participant will become fully vested and exercisable, (ii) the restriction period applicable to each outstanding stock award held by such holder will lapse, and (iii) performance awards will vest or become exercisable or payable in accordance with the applicable award agreement.

Unless otherwise provided in an award agreement, in the event of a change in control of the Company in which awards are not effectively assumed or substituted by the successor company, the Board (as constituted prior to such change in control) may, in its discretion, require that (i) some or all outstanding options and SARs will become exercisable in full or in part, either immediately or upon a subsequent termination of employment, (ii) the restriction period applicable to some or all outstanding Stock Awards will lapse in full or in part, either immediately or upon a subsequent termination of employment, (iii) the performance period applicable to some or all outstanding awards will lapse in full or in part, and (iv) the performance measures applicable to some or all outstanding awards will be deemed to be satisfied at the target, maximum or any other level. In addition, in the event of a change in control, the Board may, in its discretion, require that shares of capital stock of the company resulting from or succeeding to the business of the Company pursuant to such change in control, or the parent thereof, be substituted for some or all of the shares of Common Stock subject to outstanding awards, and/or require outstanding awards, in whole or in part, to be surrendered to the Company in exchange for a payment of

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cash, other property, shares of capital stock of the company resulting from the change in control (or the parent thereof), or a combination of cash, other property and such shares.

Under the terms of the 2024 Plan, a change in control is generally means (i) a third person, including a “group” as defined in Section 13(d)(3) of the Exchange Act, consummates the acquisition of 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 Board; or (ii) as the result of the consummation 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”), the persons who were directors of the Company before the Transaction cease to constitute a majority of the Board or any successor to the Company.

No Repricing

The Plan Committee may not, without the approval of our stockholders, (i) reduce the purchase price or base price of any previously granted option or SAR, (ii) cancel any previously granted option or SAR in exchange for another option or SAR with a lower purchase price or base price or (iii) cancel any previously granted option or SAR in exchange for cash or another award if the purchase price of such option or the base price of such SAR exceeds the fair market value of a share of Common Stock on the date of such cancellation, in each case, other than in connection with a change in control or pursuant to the plan’s adjustment provisions.

Clawback of Awards

Awards granted under the 2024 Plan and any cash payment or shares of Common Stock delivered pursuant to an award are subject to forfeiture, recovery by the Company or other action pursuant to the applicable award agreement or any clawback or recoupment policy that the Company may adopt from time to time, including, without limitation, the SWM International, Inc. Executive Compensation Adjustment and Recovery Policy, the Mativ Holdings, Inc. Clawback Policy and any other policy that the Company may be required to adopt under the Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing rules and regulations thereunder, or as otherwise required by law or applicable listing standards.

Effective Date, Termination and Amendment

The 2024 Plan will become effective as of the date of stockholder approval and will terminate as of the first annual meeting of the Company’s stockholders to occur on or after the tenth anniversary of its effective date, unless earlier terminated by the Board. The Board may amend the 2024 Plan at any time, subject to any requirement of stockholder approval set forth by applicable law, rule or regulation, including any rule of the NYSE, and provided that no amendment may be made that (i) seeks to modify the non-employee director compensation limit or the prohibition on repricing of options and SARs without stockholder approval under the 2024 Plan or (ii) materially impairs the rights of a holder of an outstanding award without the consent of such holder.

Eligibility

Participants in the 2024 Plan will consist of such officers, other employees, non-employee directors, consultants, independent contractors and agents of the Company and its subsidiaries and affiliates (and such persons who are expected to become any of the foregoing) as selected by the Plan Committee. As of March 4, 2024, approximately seven officers, 5,400 employees and eight non-employee directors would be eligible to participate in the 2024 Plan if selected by the Plan Committee.

Non-Employee Director Compensation Limit

Under the terms of the 2024 Plan, the aggregate value of cash compensation and the grant date fair value of shares of Common Stock that may be granted during any fiscal year of the Company to any non-employee director will not exceed $750,000, multiplied by two in the year in which a non-employee director commences service on the Board. The non-employee director compensation limit under the 2024 Plan will not apply to awards distributed in lieu of all or a portion of fees receivable by a non-employee director for service on the Board or any Board committee.

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Minimum Vesting Conditions

Notwithstanding any other provision of the 2024 Plan to the contrary, awards granted under the 2024 Plan (other than cash-based awards) will vest no earlier than the first anniversary of the date on which the award is granted; provided, that the following awards will not be subject to the foregoing minimum vesting requirement: any (i) substitute awards granted in connection with awards that are assumed, converted or substituted pursuant to a merger, acquisition or similar transaction entered into by the Company or any of its subsidiaries or affiliates; (ii) shares delivered in lieu of fully vested cash obligations; (iii) awards to non-employee directors that vest on the earlier of the one-year anniversary of the date of grant and the next annual meeting of stockholders that is at least 50 weeks after the immediately preceding year’s annual meeting; and (iv) additional awards the Plan Committee may grant, up to a maximum of five percent (5%) of the available share reserve authorized for issuance under the 2024 Plan (subject to adjustment under the corporate capitalization provisions of the 2024 Plan). The foregoing restriction does not apply to the Plan Committee’s discretion to provide for accelerated exercisability or vesting of any award, including in cases of retirement, death or disability, in the terms of the award agreement or otherwise.

Stock Options and SARs

The 2024 Plan provides for the grant of options and SARs. The Plan Committee will determine the conditions to the exercisability of each option and SAR.

Each option will be exercisable for no more than ten (10) years after its date of grant. If the option is an incentive stock option (within the meaning of Section 422 of the Internal Revenue Code) and the optionee owns greater than ten percent (10%) of the voting power of all shares of capital stock of the Company (a “ten percent holder”), then the option will be exercisable for no more than five years after its date of grant. Except in the case of substitute awards granted in connection with a corporate transaction, the exercise price of an option will not be less than 100% of the fair market value of a share of Common Stock on the date of grant, unless the option is an incentive stock option and the optionee is a ten percent holder, in which case the exercise price will not be less than the price required by the Internal Revenue Code.

Each SAR will be exercisable for no more than ten (10) years after its date of grant. Other than in the case of substitute awards granted in connection with a corporate transaction, the base price of a SAR will not be less than 100% of the fair market value of a share of Common Stock on the date of grant, provided that the base price of a SAR granted in tandem with an option (a “tandem SAR”) will be the exercise price of the related option. A SAR entitles the holder to receive upon exercise (subject to withholding taxes) shares of Common Stock (which may be restricted stock) or, to the extent provided in the award agreement, cash or a combination thereof, with an aggregate value equal to the difference between the fair market value of the shares of Common Stock on the exercise date and the base price of the SAR.

All of the terms relating to the exercise, cancellation or other disposition of stock options and SARs (i) upon a termination of employment of a participant, whether by reason of disability, retirement, death or any other reason, or (ii) during a paid or unpaid leave of absence, will be determined by the Plan Committee.

Notwithstanding anything in the award agreement to the contrary, the holder of an option or SAR will not be entitled to receive dividend equivalents with respect to the shares of Common Stock subject to such option or SAR.

Stock Awards

The 2024 Plan provides for the grant of Stock Awards. The Plan Committee may grant a Stock Award as a restricted stock award, restricted stock unit award or other stock-based award. Restricted stock awards and restricted stock unit awards are subject to forfeiture if the holder does not remain continuously in the employment of the Company during the restriction period or if specified performance measures (if any) are not attained during the performance period. The terms and conditions applicable to other stock-based awards will be determined by the Plan Committee.

Unless otherwise set forth in a restricted stock award agreement, the holder of shares of restricted stock has rights as a stockholder of the Company, including the right to vote and receive dividends with respect to shares of restricted stock and to participate in any capital adjustments applicable to all holders of the Common Stock; provided, however, that any dividend or other distribution paid with respect to shares subject to a restricted stock award will be deposited by the Company and will be subject to the same restrictions as the shares of Common Stock with respect to which such dividend or distribution was made.

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The agreement awarding restricted stock units will specify (1) whether such award may be settled in shares of Common Stock, cash or a combination thereof and (2) whether the holder will be entitled to receive, on a current or deferred basis, dividend equivalents, and, if determined by the Plan Committee, interest on, or the deemed reinvestment of, any deferred dividend equivalents, with respect to the number of shares of Common Stock subject to such award. Any dividend equivalents credited with respect to restricted stock units will be subject to the same vesting and other restrictions as the restricted stock units to which they relate. Prior to settlement of a restricted stock unit, the holder of a restricted stock unit has no rights as a stockholder of the Company.

The Plan Committee may also grant other stock-based awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to shares of Common Stock. Any distribution, dividend or dividend equivalents with respect to such other stock-based awards that are subject to vesting conditions shall be subject to the same vesting conditions as the underlying awards.

All of the terms relating to the satisfaction of performance measures and the termination of a restriction period or performance period relating to a Stock Award, or the forfeiture and cancellation of a Stock Award (i) upon a termination of employment, whether by reason of disability, retirement, death or any other reason, or (ii) during a paid or unpaid leave of absence, will be determined by the Plan Committee.

Performance Awards

The 2024 Plan also provides for the grant of performance awards. The agreement relating to a performance award will specify whether such award may be settled in shares of Common Stock (including shares of restricted stock) or cash or a combination thereof, and will provide, in the manner determined by the Plan Committee, for the vesting of such performance award if the specified performance measures are satisfied or met during the specified performance period and for the forfeiture of such award if the specified performance measures are not satisfied or met during the specified performance period. Any dividends or dividend equivalents with respect to a performance award will be subject to the same vesting and other restrictions as such performance award. Prior to the settlement of a performance award in shares of Common Stock, the holder of such award has no rights as a stockholder of the Company with respect to such shares. All of the terms relating to the satisfaction of performance measures and the termination of a performance period, or the forfeiture and cancellation of a performance award upon (i) a termination of employment, whether by reason of disability, retirement, death or any other reason or (ii) during a paid or unpaid leave of absence, will be determined by the Plan Committee.

Performance Measures

Under the 2024 Plan, the grant, vesting, exercisability or payment of certain awards, or the receipt of shares of Common Stock subject to certain awards, may be made subject to the satisfaction of performance measures. The performance goals applicable to a particular award will be determined by the Plan Committee at the time of grant. Such performance goals may, without limitation, be based on one or more of the following measures, which may be assessed on an individual basis, or on a corporate-wide basis, or with respect to specified subsidiaries, divisions, business operating units or geographic units of the Company: the attainment by a share of Common Stock of a specified fair market value for, or at, a specified period of time; increase in stockholder value; earnings per share; net assets; return on net assets; return on equity; return on investments; return on capital or invested capital; return on sales; debt to capital ratios; total stockholder return; earnings or income of the Company before or after taxes and/or interest; earnings before interest and/or taxes; earnings before interest, taxes, depreciation and amortization (“EBITDA”); EBITDA margin; operating income; revenues; operating expenses, attainment of expense levels or cost reduction goals; market segment share; cash flow, cash flow per share, cash flow margin or free cash flow; interest expense; economic value created; economic profit; gross profit or margin; operating profit or margin; net cash provided by operations; working capital and/or its components; price-to-earnings growth; revenues from new product development; percentage of revenues derived from designated lines of business and strategic business criteria, consisting of one or more objectives based on meeting specified goals relating to market segment penetration, customer acquisition, business expansion, cost targets, customer satisfaction, reductions in errors and omissions, reductions in lost business, management of employment practices and employee benefits, supervision of litigation and information technology, quality and quality audit scores, compliance, efficiency, ESG-related measures, and acquisitions or divestitures; any combination of the foregoing; or such other goals as the Plan Committee may determine whether or not listed herein.

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Each such goal may be expressed on an absolute or relative basis and may include comparisons based on current internal targets, the past performance of the Company (including the performance of one or more subsidiaries, divisions, geographic units, or business operating units) or the past or current performance of one or more other companies or market indices (or a combination of such past and current performance). In addition to the ratios specifically enumerated above, performance goals may include comparisons relating to capital (including, but not limited to, the cost of capital), shareholders’ equity, shares outstanding, assets or net assets, sales, or any combination thereof. In establishing a performance measure or determining the achievement of a performance measure, the Plan Committee may provide that achievement of the applicable performance measures may be applied on a pre- or post-tax basis and may be amended or adjusted to include or exclude any components of any performance measure, including, without limitation, foreign exchange gains and losses, asset writedowns, acquisitions and divestitures, change in fiscal year, unbudgeted capital expenditures, special charges such as restructuring or impairment charges, debt refinancing costs, extraordinary or noncash items, unusual, infrequently occurring, nonrecurring or one-time events affecting the Company or its financial statements, changes in law or accounting principles, or changes in the capital structure of the Company. Performance measures will be subject to such other special rules and conditions as the Plan Committee may establish at any time.

New Plan Benefits

The following table shows information regarding equity award grants to be made following the adoption of the 2024 Plan by our stockholders. Consistent with the Company’s historical compensation practices, in February 2024, the Compensation Committee approved the 2024 long-term incentive award opportunities for certain employees of the Company, including each of the Named Executive Officers, with the grants to be made following approval of the 2024 Plan. In addition, certain equity awards have been promised to certain employees in connection with hire or promotions, with the effectiveness of these awards subject to stockholder approval of the 2024 Plan at the Annual Meeting. All future awards under the 2024 Plan will be made at the discretion of the Committee. Therefore, the future benefits and amounts that will be received or allocated to individuals under the 2024 Plan are not determinable at this time.

Name	Dollar Value ($)	Estimated Number of Shares (#)
Julie Schertell	$3,227,250⁽¹⁾	238,157⁽¹⁾
Greg Weitzel	$712,500⁽¹⁾	52,579⁽¹⁾
Mark W. Johnson	$700,000⁽¹⁾	51,657⁽¹⁾
Michael W. Rickheim	$618,750⁽¹⁾	45,661⁽¹⁾
R. Andrew Wamser, Jr.	—	—
Ricardo Nuñez	—	—
All Current Executive Officers as ~~disclosed pursuant~~a Group	$6,877,346⁽¹⁾	507,518⁽¹⁾
All Non-Executive Officer Directors as a Group	—	—
All Non-Executive Officer Employees as a Group	—	560,132⁽²⁾

(1)

Represents the 2024 long-term incentive opportunity to ~~Item 402~~be granted in the form of ~~Regulation S-K, including in the~~

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~~“Compensation Discussion & Analysis,” the accompanying compensation tables~~RSUs and ~~the corresponding narrative discussion and footnotes.~~

Stockholders are not ultimately voting to approve or disapprove the Board’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.

~~Board Recommendation~~

~~The Board of Directors unanimously recommends a vote~~ ~~FOR~~PSUs following the approval of the ~~advisory resolution relating to the compensation of our Named Executive Officers as disclosed in this Proxy Statement.~~

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~~OTHER INFORMATION~~

~~Stockholder Proposals and Director Nominations for the 2023 Annual Meeting~~

~~Stockholder proposals to be considered for inclusion in the Company’s proxy statement and form of proxy for the 2023 Annual Meeting of Stockholders must be received~~2024 Plan by the Company’s ~~EVP, General Counsel and Secretary~~stockholders. Number of shares to be granted in the form of PSUs reflected at target.

(2)	Includes equity awards promised to certain employees of the Company in connection with promotion or new hire. Performance equity awards are shown at target.

Federal Income Tax Consequences

The following is a brief summary of certain United States federal income tax consequences generally arising with respect to awards under the 2024 Plan. This discussion does not address all aspects of the United States federal income tax consequences that could arise from participation in the 2024 Plan, some of which may be relevant to participants in light of their personal investment or tax circumstances; it also does not discuss any state, local or non-United States tax consequences of participating in the 2024 Plan. Before taking any actions with respect to any awards, each participant is advised to consult such participant’s tax advisor concerning the application of the United States federal income tax laws to such participant’s particular situation, as well as the applicability and effect of any state, local or non-United States tax laws.

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Section 162(m) of the Internal Revenue Code

Section 162(m) of the Internal Revenue Code generally limits to $1 million the amount that a publicly held corporation may deduct each year for compensation paid to each of the corporation’s chief executive officer, the corporation’s chief financial officer, and certain other current and former executive officers of the corporation.

Stock Options

A participant will not recognize taxable income at the time an option is granted and the Company will not be entitled to a tax deduction at that time. A participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) upon exercise of a non-qualified stock option equal to the excess of the fair market value of the shares purchased over their exercise price, and the Company (or, if applicable, the affiliated employer) will be entitled to a corresponding deduction, subject to the deduction limits under Section 162(m) of the Internal Revenue Code. A participant will not recognize income (except for purposes of the alternative minimum tax) upon exercise of an incentive stock option. If the shares acquired by exercise of an incentive stock option are held for the longer of two years from the date the option was granted and one year from the date the option was exercised, any gain or loss arising from a subsequent disposition of those shares will be taxed as long-term capital gain or loss, and the Company will not be entitled to any deduction. If, however, those shares are disposed of within the above-described period, then in the year of that disposition the participant will recognize compensation taxable as ordinary income equal to the excess of (1) the lesser of the amount realized upon that disposition and the fair market value of those shares on the date of exercise over (2) the exercise price, and the Company (or, if applicable, the affiliated employer) will be entitled to a corresponding deduction, subject to the deduction limits under Section 162(m) of the Internal Revenue Code.

SARs

A participant will not recognize taxable income at the time SARs are granted and the Company will not be entitled to a tax deduction at that time. Upon exercise, the participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) in an amount equal to the fair market value of any shares delivered and the amount of cash paid by the Company, and the Company (or, if applicable, the affiliated employer) will be entitled to a corresponding deduction, subject to the deduction limits under Section 162(m) of the Internal Revenue Code.

Stock Awards

A participant will not recognize taxable income at the time restricted stock (i.e., stock subject to restrictions constituting a substantial risk of forfeiture) is granted and the Company will not be entitled to a tax deduction at that time, unless the participant makes an election to be taxed at that time pursuant to Section 83(b) of the Internal Revenue Code. If such election is made, the participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) at the time of the grant in an amount equal to the excess of the fair market value of the shares at such time over the amount, if any, paid for those shares. If such election is not made, the participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) at the time the restrictions constituting a substantial risk of forfeiture lapse in an amount equal to the excess of the fair market value of the shares at such time over the amount, if any, paid for those shares. The amount of ordinary income recognized by making the above-described election or upon the lapse of restrictions constituting a substantial risk of forfeiture is deductible by the Company (or, if applicable, the affiliated employer) as compensation expense, subject to the deduction limits under Section 162(m) of the Internal Revenue Code. In addition, a participant receiving dividends with respect to restricted stock for which the above-described election has not been made and prior to the time the restrictions constituting a substantial risk of forfeiture lapse will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee), rather than dividend income, in an amount equal to the dividends paid and the Company (or, if applicable, the affiliated employer) will be entitled to a corresponding deduction, subject to the deduction limits under Section 162(m) of the Internal Revenue Code.

A participant will not recognize taxable income at the time a restricted stock unit is granted and the Company will not be entitled to a tax deduction at that time. Upon settlement of restricted stock units, the participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) in an amount equal to the fair market value of any shares delivered and the amount of any cash paid by the Company, and the Company (or, if applicable, the affiliated employer) will be entitled to a corresponding deduction, subject to the deduction limits under Section 162(m) of the Internal Revenue Code.

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A participant who receives shares of Common Stock that are not subject to any restrictions under the 2024 Plan will recognize compensation taxable as ordinary income on the date of grant in an amount equal to the fair market value of such shares on that date, and the Company (or, if applicable, the affiliated employer) will be entitled to a corresponding deduction, subject to the deduction limits under Section 162(m) of the Internal Revenue Code.

Performance Awards

A participant will not recognize taxable income at the time performance awards are granted and the Company will not be entitled to a tax deduction at that time. Upon settlement of performance awards, the participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) in an amount equal to the fair market value of any shares delivered and the amount of cash paid by the Company, and the Company (or, if applicable, the affiliated employer) will be entitled to a corresponding deduction, subject to the deduction limits under Section 162(m) of the Internal Revenue Code.

The Board of Directors recommends that stockholders vote FOR the approval of the Mativ Holdings, Inc. 2024 Equity and Incentive Plan.

Plan Category			Number of Securities Available for Future Issuance Under Equity Compensation Plans
Equity compensation plans approved by stockholders:
Outside Directors Stock Plan⁽¹⁾			69,176
Long-Term Incentive Plan⁽²⁾			2,653,428
Total approved by stockholders			2,722,604
Equity compensation plans not approved by stockholders			—
Grand total			2,722,604

(1)

The Outside Directors Stock Plan consists of shares registered for the purpose of issuance to our outside directors for payment of their retainer fees quarterly in advance. Director's stock retainer fees in 2023 consisted of $23,750 quarterly which are payable in our Common Stock. The number of shares issued each quarter is determined based on the then fair market value of the shares, which is determined in accordance with the plan at the ~~Company’s principal executive office no later than November 18, 2022. All proposals~~closing price on the date one day prior to the date of distribution. Certain directors have elected to defer receipt of quarterly retainer fees under the terms of our Deferred Compensation Plan No. 2 for ~~inclusion~~Non-Employee Directors, resulting in an accumulation of stock unit credits. Upon a change in control, retirement or earlier termination from the Board, these stock unit credits will be distributed in the ~~Company’s proxy statement must comply with~~form of cash or shares of MATV Common Stock. As of the Merger on July 6, 2022, all of the ~~requirements~~outstanding deferred stock units were converted to common stock in accordance with the plan. While held in the deferred compensation plan account, these stock unit credits carry no voting rights and cannot be traded as Common Stock, although declared dividends create additional stock unit credits. As of ~~Rule 14a-8~~December 31, 2023, deferred retainer fees and credited dividends have resulted in 51,752 accumulated stock unit credits.

(2)

The Long-Term Incentive Plan is described in Note 19. Stockholders' Equity of the Notes to Consolidated Financial Statements in Part II, Item 8 herein. Awards of restricted stock units under the ~~Exchange Act.~~

~~Pursuant~~Long-Term Incentive Plan are subject to ~~Paragraphs 15~~forfeiture and 19cannot be sold or otherwise transferred until fully vested. As of ~~the Company’s By-Laws, stockholders must give advance notice~~December 31, 2023, 754,368 shares of ~~other business~~Common Stock were subject to be addressed, or nominations for director, at the 2023 Annual Meeting not earlier than December 22, 2022 and not later than January 21, 2023. All proposals and nominations must comply with all of the requirements set forth in the Company’s By-Laws, a copy of which may be obtained from the Company’s EVP, General Counsel and Secretary.

In addition to satisfying the foregoing requirements under Company’s By-Laws, to comply with the universal proxy rules (once effective), stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19outstanding restricted stock units awards under the ~~Exchange Act no later than February 20, 2023.~~

~~Annual Report on Form 10-K and Proxy Statement~~

The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (including the consolidated financial statements and schedules thereto but excluding exhibits) has been included with the mailing of this Proxy Statement to stockholders of record and beneficial holders as of March 1, 2022. Additional copies of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (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’s website at ~~www.swmintl.com~~.

~~Communicating with the Board~~

~~Stockholders and interested parties may communicate directly with the Board or any of its members, including the Non-Executive Chairman,~~Long-Term Incentive Plan.

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OTHER INFORMATION

Stockholder Proposals and Director Nominations for the 2025 Annual Meeting

Stockholder proposals to be considered for inclusion in the Company’s proxy statement and form of proxy for the 2025 Annual Meeting of Stockholders must be received by the Company’s Corporate Secretary at the Company’s principal executive office no later than November 13, 2024. All proposals for inclusion in the Company’s proxy statement must comply with all of the requirements of Rule 14a-8 under the Exchange Act.

Pursuant to Paragraphs 15 and 19 of the Company’s By-Laws, stockholders must give advance notice of other business to be addressed, or nominations for director, at the 2025 Annual Meeting not earlier than December 25, 2024 and not later than January 24, 2025. All proposals and nominations must comply with all of the requirements set forth in the Company’s By-Laws, a copy of which may be obtained from the Company’s Corporate Secretary.

In addition to satisfying the foregoing requirements under Company’s By-Laws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than February 23, 2025.

Annual Report on Form 10-K and Proxy Statement

The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (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 4, 2024. Additional copies of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (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 Mativ Holdings, Inc., 100 Kimball Place, Suite 600, Alpharetta, Georgia 30009. In addition, the Annual Report on Form 10-K, Notice of Meeting, Proxy Statement and form of proxy are available on the Company’s website at www.mativ.com.

Communicating with the Board

Stockholders and interested parties may communicate directly with the Board or any of its members, including the Non-Executive Chair, the Chair of the Audit Committee and the independent directors as a group, by telephonic or written communication as set forth below. Each communication intended for the Board or any of its members and received by the Secretary that is related to the operation of the Company will be forwarded to the designated person. The Secretary may screen communications solely for the purpose of eliminating communications that are commercial in nature or not related to the operation of the Company and conducting appropriate security clearance. All communications relating to the operation of the Company shall be forwarded to the designated recipient in their entirety.

YOUR VOTE IS IMPORTANT

You are encouraged to let us know your preferences by marking the appropriate boxes on the enclosed proxy card or by voting over the Internet prior to the Annual Meeting. Or, if your shares are held in “street name,” please refer to the voting instruction form provided with this Proxy Statement.

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Appendix A

mativ holdings, INC.

2024 equity and INCENTIVE PLAN

I. INTRODUCTION

1.1 Purposes. The purposes of the Mativ Holdings, Inc. 2024 Equity and Incentive Plan (this “Plan”) are (i) to align the interests of the Company’s stockholders and the recipients of awards under this Plan by increasing the proprietary interest of such recipients in the Company’s growth and success, (ii) to advance the interests of the Company by attracting and retaining officers, other employees, Non-Employee Directors, consultants, independent contractors and agents and (iii) to motivate such persons to act in the long-term best interests of the Company and its stockholders.

1.2 Certain Definitions.

“Affiliate” shall mean any corporation, limited liability company, partnership, joint-venture or similar entity in which the Company owns directly or indirectly, an equity interest possessing less than 50% but at least 20% of the combined voting power of the total outstanding equity interests of such entity.

“Agreement” shall mean the written or electronic agreement evidencing an award hereunder between the Company and the recipient of such award.

“Board” shall mean the Board of Directors of the Company.

“Cause” shall mean, unless otherwise defined in an Agreement, the willful and continued failure to substantially perform the duties assigned by the Company, a Subsidiary or an Affiliate (other than a failure resulting from the award recipient’s disability), the willful engaging in conduct which is demonstrably injurious to the Company, a Subsidiary or an Affiliate (monetarily or otherwise), any act of dishonesty, the commission of a felony, the continued failure to meet performance standards, excessive absenteeism, or a significant violation of any statutory or common law duty of loyalty to the Company, a Subsidiary or an Affiliate.

“Change in Control” shall mean (i) a third person, including a “group” as defined in Section 13(d)(3) of the Exchange Act, consummates the acquisition of 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 Board, or (ii) as the result of the consummation 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”), the persons who were directors of the Company before the Transaction shall cease to constitute a majority of the Board or any successor to the Company.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Committee” shall mean the Compensation Committee of the Board, or a subcommittee thereof, consisting of two or more members of the Board, each of whom is intended to be (i) a “Non-Employee Director” within the meaning of Rule 16b-3 under the Exchange Act and (ii) “independent” within the meaning of the rules of the New York Stock Exchange or, if the Common Stock is not listed on the New York Stock Exchange, within the meaning of the rules of the principal stock exchange on which the Common Stock is then traded.

“Common Stock” shall mean the common stock, par value $0.10 per share, of the Company, and all rights appurtenant thereto.

“Company” shall mean Mativ Holdings, Inc., a Delaware corporation, or any successor thereto.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Fair Market Value” shall mean the closing price of a share of Common Stock as reported on the New York Stock Exchange on the day immediately preceding the date as of which such value is being determined or, if the Common Stock is not listed on the New York Stock Exchange as of such date, the closing price of a share of Common Stock on the principal national stock exchange on which the Common Stock is traded on the day immediately preceding the date as of which such value is being determined or, if there shall be no reported transactions for such date, on the last preceding date for which transactions were reported; provided, however, that the Company may in its discretion use the closing price of a share of Common Stock on the day preceding the date as of which such value is being determined to the extent the Company determines such method is more

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practical for administrative purposes, such as for purposes of tax withholding; provided, further, that if the Common Stock is not listed on a national stock exchange or if Fair Market Value for any date cannot be so determined, Fair Market Value shall be determined by the Committee by whatever means or methods as the Committee, in the good faith exercise of its discretion, shall at such time deem appropriate and in compliance with Section 409A of the Code.

“Free-Standing SAR” shall mean an SAR which is not granted in tandem with, or by reference to, an option, which entitles the holder thereof to receive, upon exercise, shares of Common Stock (which may be Restricted Stock) or, to the extent provided in the applicable Agreement, cash or a combination thereof, with an aggregate value equal to the excess of the Fair Market Value of one share of Common Stock on the date of exercise over the base price of such SAR, multiplied by the number of such SARs which are exercised.

“Good Reason” shall mean, unless otherwise defined in an Agreement, the occurrence of one or more of the following without the participant’s express written consent, which circumstances are not remedied by the Company within thirty (30) days after its receipt of a written notice from the participant describing the applicable circumstances (which notice must be provided by the participant within ninety (90) days after the participant’s knowledge of the applicable circumstances): (i) a material diminution in the Participant’s base compensation; (ii) a material diminution in the participant’s authority, duties, or responsibilities; (iii) a material change in the geographic location at which the participant must perform services; or (iv) any other action or inaction that constitutes a material breach by the Company of the agreement under which the participant provides services; provided, however, in the event of a termination due to “Good Reason” the participant must terminate employment within two years following the initial occurrence of the circumstance constituting good reason.

“Incentive Stock Option” shall mean an option to purchase shares of Common Stock that meets the requirements of Section 422 of the Code, or any successor provision, which is intended by the Committee to constitute an Incentive Stock Option.

“Non-Employee Director” shall mean any director of the Company who is not an officer or employee of the Company or any Subsidiary.

“Nonqualified Stock Option” shall mean an option to purchase shares of Common Stock which is not an Incentive Stock Option.

“Other Stock-Based Award” shall mean an award granted pursuant to Section 3.4 of the Plan.

“Performance Award” shall mean a right to receive an amount of cash, Common Stock, or a combination of both, contingent upon the attainment of specified Performance Measures within a specified Performance Period.

“Performance Measures” shall mean the criteria and objectives, established by the Committee, which shall be satisfied or met (i) as a condition to the grant or exercisability of all or a portion of an option or SAR or (ii) during the applicable Restriction Period or Performance Period as a condition to the grant or vesting of the holder’s interest, in the case of a Restricted Stock Award, of all or a portion of the shares of Common Stock subject to such award, or, in the case of a Restricted Stock Unit Award, Other Stock-Based Award or Performance Award, to the holder’s receipt of all or a portion of the shares of Common Stock subject to such award or of payment with respect to such award. Such criteria and objectives may, without limitation, be based on one or more of the following measures, which may be assessed on an individual basis, or on a corporate-wide basis, or with respect to specified subsidiaries, divisions, business operating units or geographic units of the Company: the attainment by a share of Common Stock of a specified Fair Market Value for, or at, a specified period of time; increase in stockholder value; earnings per share; net assets; return on net assets; return on equity; return on investments; return on capital or invested capital; return on sales; debt to capital ratios; total stockholder return; earnings or income of the Company before or after taxes and/or interest; earnings before interest and/or taxes; earnings before interest, taxes, depreciation and amortization (“EBITDA”); EBITDA margin; operating income; revenues; operating expenses, attainment of expense levels or cost reduction goals; market segment share; cash flow, cash flow per share, cash flow margin or free cash flow; interest expense; economic value created; economic profit; gross profit or margin; operating profit or margin; net cash provided by operations; working capital and/or its components; price-to-earnings growth; revenues from new product development; percentage of revenues derived from designated lines of business and strategic business criteria, consisting of one or more objectives based on meeting specified goals relating to market segment penetration,

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customer acquisition, business expansion, cost targets, customer satisfaction, reductions in errors and omissions, reductions in lost business, management of employment practices and employee benefits, supervision of litigation and information technology, quality and quality audit scores, compliance, efficiency, ESG-related measures, and acquisitions or divestitures, any combination of the foregoing, or such other goals as the Committee may determine whether or not listed herein. Each such Performance Measure may be expressed on an absolute or relative basis and may include comparisons based on current internal targets, the past performance of the Company (including the performance of one or more subsidiaries, divisions, geographic areas, or business operating units) or the past or current performance of one or more other companies or market indices (or a combination of such past and current performance). In addition to the ratios specifically enumerated above, performance goals may include comparisons relating to capital (including, but not limited to, the cost of capital), shareholders’ equity, shares outstanding, assets or net assets, sales, or any combination thereof. In establishing a Performance Measure or determining the achievement of a Performance Measure, the Committee may provide that achievement of the applicable Performance Measures may be applied on a pre- or post-tax basis and may be amended or adjusted to include or exclude any components of any Performance Measure, including, without limitation, foreign exchange gains and losses, asset writedowns, acquisitions and divestitures, change in fiscal year, unbudgeted capital expenditures, special charges such as restructuring or impairment charges, debt refinancing costs, extraordinary or noncash items, unusual, infrequently occurring, nonrecurring or one-time events affecting the Company or its financial statements, changes in law or accounting principles, or changes in the capital structure of the Company (“Adjustment Events”). The Committee may in its sole discretion amend or adjust the Performance Measures or other terms and conditions of an outstanding award in recognition of any Adjustment Events. Performance Measures shall be subject to such other special rules and conditions as the Committee may establish at any time.

“Performance Period” shall mean any period designated by the Committee during which (i) the Performance Measures applicable to an award shall be measured and (ii) the conditions to vesting applicable to an award shall remain in effect.

“Prior Plan” shall mean the Schweitzer-Mauduit International, Inc. 2015 Long-Term Incentive Plan and each other plan previously maintained by the Company and its predecessors under which equity awards remain outstanding as of the effective date of this Plan.

“Restricted Stock” shall mean shares of Common Stock which are subject to a Restriction Period and which may, in addition thereto, be subject to the attainment of specified Performance Measures within a specified Performance Period.

“Restricted Stock Award” shall mean an award of Restricted Stock under this Plan.

“Restricted Stock Unit” shall mean a right to receive one share of Common Stock or, in lieu thereof and to the extent provided in the applicable Agreement, the Fair Market Value of such share of Common Stock in cash, which shall be contingent upon the expiration of a specified Restriction Period and which may, in addition thereto, be contingent upon the attainment of specified Performance Measures within a specified Performance Period.

“Restricted Stock Unit Award” shall mean an award of Restricted Stock Units under this Plan.

“Restriction Period” shall mean any period designated by the Committee during which (i) the Common Stock subject to an award may not be sold, transferred, assigned, pledged, hypothecated or otherwise encumbered or disposed of, except as provided in this Plan or the Agreement relating to such award, or (ii) the conditions to vesting applicable to an award shall remain in effect.

“SAR” shall mean a stock appreciation right which may be a Free-Standing SAR or a Tandem SAR.

“Stock Award” shall mean a Restricted Stock Award, Restricted Stock Unit Award or Other Stock-Based Award.

“Subsidiary” shall mean any corporation, limited liability company, partnership, joint venture or similar entity in which the Company owns, directly or indirectly, an equity interest possessing 50% or more of the combined voting power of the total outstanding equity interests of such entity.

“Substitute Award” shall mean an award granted under this Plan upon the assumption of, or in substitution for, outstanding equity awards previously granted by a company or other entity in connection with a corporate

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transaction, including a merger, combination, consolidation or acquisition of property or stock; provided, however, that in no event shall the term “Substitute Award” be construed to refer to an award made in connection with the cancellation and repricing of an option or SAR.

“Tandem SAR” shall mean an SAR which is granted in tandem with, or by reference to, an option (including a Nonqualified Stock Option granted prior to the date of grant of the SAR), which entitles the holder thereof to receive, upon exercise of such SAR and surrender for cancellation of all or a portion of such option, shares of Common Stock (which may be Restricted Stock) or, to the extent provided in the applicable Agreement, cash or a combination thereof, with an aggregate value equal to the excess of the Fair Market Value of one share of Common Stock on the date of exercise over the base price of such SAR, multiplied by the number of shares of Common Stock subject to such option, or portion thereof, which is surrendered.

“Tax Date” shall have the meaning set forth in Section 5.5.

“Ten Percent Holder” shall have the meaning set forth in Section 2.1(a).

1.3 Administration. This Plan shall be administered by the Committee. Any one or a combination of thefollowing awards may be made under this Plan to eligible persons: (i) options to purchase shares of Common Stock in the form of Incentive Stock Options or Nonqualified Stock Options; (ii) SARs in the form of Tandem SARs or Free-Standing SARs; (iii) Stock Awards in the form of Restricted Stock, Restricted Stock Units or Other Stock-Based Awards; and (iv) Performance Awards. The Committee shall, subject to the terms of this Plan, select eligible persons for participation in this Plan and determine the form, amount and timing of each award to such persons and, if applicable, the number of shares of Common Stock subject to an award, the number of SARs, the number of Restricted Stock Units, the dollar value subject to a Performance Award, the purchase price or base price associated with the award, the time and conditions of exercise or settlement of the award and all other terms and conditions of the award, including, without limitation, the form of the Agreement evidencing the award. The Committee may, in its sole discretion and for any reason at any time, take action such that (i) any or all outstanding options and SARs shall become exercisable in part or in full, (ii) all or a portion of the Restriction Period applicable to any outstanding awards shall lapse, (iii) all or a portion of the Performance Period applicable to any outstanding awards shall lapse and (iv) the Performance Measures (if any) applicable to any outstanding awards shall be deemed to be satisfied at the target, maximum or any other level. The Committee shall, subject to the terms of this Plan, interpret this Plan and the application thereof, establish rules and regulations it deems necessary or desirable for the administration of this Plan and may impose, incidental to the grant of an award, conditions with respect to the award, such as limiting competitive employment or other activities. All such interpretations, rules, regulations and conditions shall be conclusive and binding on all parties.

The Committee may delegate some or all of its power and authority under the Plan to the Board or, subject to applicable law, to a subcommittee of the Board, a member of the Board, the Chief Executive Officer or such other executive officer of the Company as the Committee deems appropriate; provided, however, that the Committee may not delegate its power and authority to a member of the Board or the Chief Executive Officer or other executive officer of the Company with regard to the selection for participation in this Plan of an officer, director or other person subject to Section 16 of the Exchange Act or decisions concerning the timing, pricing or amount of an award to such an officer, director or other person.

No member of the Board or Committee, and neither the Chief Executive Officer nor any other executive officer to whom the Committee delegates any of its power and authority hereunder, shall be liable for any act, omission, interpretation, construction or determination made in connection with this Plan in good faith, and the members of the Board and the Committee and the Chief Executive Officer or other executive officer shall be entitled to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including attorneys’ fees) arising therefrom to the full extent permitted by law (except as otherwise may be provided in the Company’s Certificate of Incorporation and/or By-laws) and under any directors’ and officers’ liability insurance that may be in effect from time to time.

A majority of the Committee shall constitute a quorum. The acts of the Committee shall be either (i) acts of a majority of the members of the Committee present at any meeting at which a quorum is present or (ii) acts approved in writing by all of the members of the Committee without a meeting.

1.4 Eligibility. Participants in this Plan shall consist of such officers, other employees, Non-Employee Directors, consultants, independent contractors, agents and persons expected to become officers, other employees,

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Non-Employee Directors, consultants, independent contractors and agents of the Company and its Subsidiaries and Affiliates as the Committee in its sole discretion may select from time to time. The Committee’s selection of a person to participate in this Plan at any time shall not require the Committee to select such person to participate in this Plan at any other time. Except as provided otherwise in an Agreement, for purposes of this Plan, references to employment by the Company shall also mean employment by a Subsidiary or an Affiliate, and references to employment shall include service as a Non-Employee Director, consultant, independent contractor or agent. The Committee shall determine, in its sole discretion, the extent to which a participant shall be considered employed during any periods during which such participant is on a leave of absence. The aggregate value of cash compensation and the grant date fair value of shares of Common Stock that may be granted during any fiscal year of the Company to any Non-Employee Director shall not exceed $750,000; provided, however, that (i) the limit set forth in this sentence shall be multiplied by two in the year in which a Non-Employee Director commences service on the Board, and (ii) the limit set forth in this sentence shall not apply to awards made pursuant to an election to receive the award in lieu of all or a portion of fees received for service on the Board or any committee thereunder.

1.5 Shares Available. Subject to adjustment as provided in Section 5.7 and to all other limits set forth in this Plan, the number of shares of Common Stock that shall initially be available for all awards under this Plan, other than Substitute Awards, shall be 2,800,000 shares. Subject to adjustment as provided in Section 5.7, no more than 2,800,000 shares of Common Stock in the aggregate may be issued under the Plan in connection with Incentive Stock Options. The number of shares of Common Stock that remain available for future grants under the Plan shall be reduced by an amount equal to the number of shares subject to awards granted under this Plan, other than Substitute Awards.

To the extent that shares of Common Stock subject to an outstanding option, SAR, Stock Award or Performance Award granted under the Plan or a Prior Plan are not issued or delivered by reason of (i) the expiration, termination, cancellation or forfeiture of such award (excluding shares subject to an option cancelled upon settlement in shares of a related Tandem SAR or shares subject to a Tandem SAR cancelled upon exercise of a related option) or (ii) the settlement of such award in cash, such shares of Common Stock shall again be available for re-issuance under this Plan and shall be recycled into this Plan on a one-for-one basis. In addition, shares of Common Stock subject to an award under this Plan shall not again be available for issuance under this Plan if such shares are (x) shares that were subject to an option or a SAR and were not issued or delivered upon the net settlement or net exercise of such option or SAR, (y) shares delivered to or withheld by the Company to pay the purchase price or the withholding taxes related to an outstanding award or (z) shares repurchased by the Company on the open market with the proceeds of an option exercise.

The number of shares of Common Stock available for awards under this Plan shall not be reduced by (i) the number of shares of Common Stock subject to Substitute Awards or (ii) available shares under a stockholder approved plan of a company or other entity which was a party to a corporate transaction with the Company (as appropriately adjusted to reflect such corporate transaction) which become subject to awards granted under this Plan (subject to applicable stock exchange requirements).

Shares of Common Stock to be delivered under this Plan shall be made available from authorized and unissued shares of Common Stock, or authorized and issued shares of Common Stock reacquired and held as treasury shares or otherwise or a combination thereof.

1.6 Minimum Vesting Conditions. Notwithstanding any other provision of the Plan to the contrary, awards granted under the Plan (other than cash-based awards) shall vest no earlier than the first anniversary of the date on which the award is granted; provided, that the following awards shall not be subject to the foregoing minimum vesting requirement: any (i) Substitute Awards granted in connection with awards that are assumed, converted or substituted pursuant to a merger, acquisition or similar transaction entered into by the Company or any of its Subsidiaries; (ii) shares delivered in lieu of fully vested cash obligations; (iii) awards to Non-Employee Directors that vest on the earlier of the one-year anniversary of the date of grant and the next annual meeting of stockholders that is at least 50 weeks after the immediately preceding year’s annual meeting; and (iv) any additional awards the Committee may grant, up to a maximum of five percent (5%) of the available share reserve authorized for issuance under the Plan pursuant to Section 1.5 (subject to adjustment under Section 5.7); provided, further, that the foregoing restriction does not apply to the Committee’s discretion to provide for accelerated exercisability or vesting of any award, including in cases of retirement, death, or disability, in the terms of the award Agreement or otherwise.

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II. STOCK OPTIONS AND STOCK APPRECIATION RIGHTS

2.1 Stock Options. The Committee may, in its discretion, grant options to purchase shares of Common Stock to such eligible persons as may be selected by the Committee; provided, however, that a participant may be granted an option only if the underlying Common Stock qualifies, with respect to such participant, as “service recipient stock” within the meaning set forth in Section 409A of the Code. Each option, or portion thereof, that is not an Incentive Stock Option shall be a Nonqualified Stock Option. To the extent that the aggregate Fair Market Value (determined as of the date of grant) of shares of Common Stock with respect to which options designated as Incentive Stock Options are exercisable for the first time by a participant during any calendar year (under this Plan or any other plan of the Company, or any parent or Subsidiary) exceeds the amount (currently $100,000) established by the Code, such options shall constitute Nonqualified Stock Options.

Options shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable:

(a) Number of Shares and Purchase Price. The number of shares of Common Stock subject to an option and the purchase price per share purchasable upon exercise of the option shall be determined by the Committee; provided, however, that the purchase price per share purchasable upon exercise of an option shall not be less than 100% of the Fair Market Value of a share of Common Stock on the date of grant of such option; provided further, that if an Incentive Stock Option shall be granted to any person who, at the time such option is granted, owns capital stock possessing more than 10 percent of the total combined voting power of all classes of capital stock of the Company (or of any parent or Subsidiary) (a “Ten Percent Holder”), the purchase price per share shall not be less than the price (currently 110% of Fair Market Value) required by the Code in order to constitute an Incentive Stock Option.

Notwithstanding the foregoing, in the case of an option that is a Substitute Award, the purchase price per share of the shares subject to such option may be less than 100% of the Fair Market Value per share on the date of grant, provided, that the excess of: (a) the aggregate Fair Market Value (as of the date such Substitute Award is granted) of the shares subject to the Substitute Award, over (b) the aggregate purchase price thereof does not exceed the excess of: (x) the aggregate fair market value (as of the time immediately preceding the transaction giving rise to the Substitute Award, such fair market value to be determined by the Committee) of the shares of the predecessor company or other entity that were subject to the grant assumed or substituted for by the Company, over (y) the aggregate purchase price of such shares.

(b) Option Period and Exercisability. The period during which an option may be exercised shall be determined by the Committee; provided, however, that no option shall be exercised later than ten (10) years after its date of grant; provided further, that if an Incentive Stock Option shall be granted to a Ten Percent Holder, such option shall not be exercised later than five years after its date of grant. The Committee may, in its discretion, establish Performance Measures which shall be satisfied or met as a condition to the grant of an option or to the exercisability of all or a portion of an option. The Committee shall determine whether an option shall become exercisable in cumulative or non-cumulative installments and in part or in full at any time. An exercisable option, or portion thereof, may be exercised only with respect to whole shares of Common Stock.

(c) Method of Exercise. An option may be exercised (i) by giving written notice to the Company specifying the number of whole shares of Common Stock to be purchased and accompanying such notice with payment therefor in full (or arrangement made for such payment to the Company’s satisfaction) either (A) in cash, (B) by delivery (either actual delivery or by attestation procedures established by the Company) of shares of Common Stock having a Fair Market Value, determined as of the date of exercise, equal to the aggregate purchase price payable by reason of such exercise, (C) authorizing the Company to withhold whole shares of Common Stock which would otherwise be delivered having an aggregate Fair Market Value, determined as of the date of exercise, equal to the amount necessary to satisfy such obligation, (D) in cash by a broker-dealer acceptable to the Company to whom the optionee has submitted an irrevocable notice of exercise, (E) in any other permissible payment method set forth in the Agreement, or (F) a combination of the foregoing, in each case to the extent set forth in the Agreement relating to the option, (ii) if applicable, by surrendering to the Company any Tandem SARs which are cancelled by reason of the exercise of the option and (iii) by executing such documents as the Company may reasonably request. No shares of Common Stock shall be issued and no certificate representing shares of Common Stock shall be delivered until the full purchase price therefor and any withholding taxes thereon, as described in Section 5.5, have been paid (or arrangement made for such payment to the Company’s satisfaction).

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2.2 Stock Appreciation Rights. The Committee may, in its discretion, grant SARs to such eligible persons as may be selected by the Committee; provided, however, that a participant may be granted a SAR only if the underlying Common Stock qualifies, with respect to such participant, as “service recipient stock” within the meaning set forth in Section 409A of the Code. The Agreement relating to an SAR shall specify whether the SAR is a Tandem SAR or a Free-Standing SAR.

SARs shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable:

(a) Number of SARs and Base Price. The number of SARs subject to an award shall be determined by the Committee. Any Tandem SAR related to an Incentive Stock Option shall be granted at the same time that such Incentive Stock Option is granted. The base price of a Tandem SAR shall be the purchase price per share of the related option. The base price of a Free-Standing SAR shall be determined by the Committee; provided, however, that such base price shall not be less than 100% of the Fair Market Value of a share of Common Stock on the date of grant of such SAR (or, if earlier, the date of grant of the option for which the SAR is exchanged or substituted).

Notwithstanding the foregoing, in the case of an SAR that is a Substitute Award, the base price per share of the shares subject to such SAR may be less than 100% of the Fair Market Value per share on the date of grant, provided, that the excess of: (a) the aggregate Fair Market Value (as of the date such Substitute Award is granted) of the shares subject to the Substitute Award, over (b) the aggregate base price thereof does not exceed the excess of: (x) the aggregate fair market value (as of the time immediately preceding the transaction giving rise to the Substitute Award, such fair market value to be determined by the Committee) of the shares of the predecessor company or other entity that were subject to the grant assumed or substituted for by the Company, over (y) the aggregate base price of such shares.

(b) Exercise Period and Exercisability. The period for the exercise of an SAR shall be determined by the Committee; provided, however, that no SAR shall be exercised later than ten (10) years after its date of grant; provided further, that no Tandem SAR shall be exercised later than the expiration, cancellation, forfeiture or other termination of the related option. The Committee may, in its discretion, establish Performance Measures which shall be satisfied or met as a condition to the grant of an SAR or to the exercisability of all or a portion of an SAR. The Committee shall determine whether an SAR may be exercised in cumulative or non-cumulative installments and in part or in full at any time. An exercisable SAR, or portion thereof, may be exercised, in the case of a Tandem SAR, only with respect to whole shares of Common Stock and, in the case of a Free-Standing SAR, only with respect to a whole number of SARs. If an SAR is exercised for shares of Restricted Stock, a certificate or certificates representing such Restricted Stock shall be issued in accordance with Section 3.2(c), or such shares shall be transferred to the holder in book entry form with restrictions on the shares duly noted, and the holder of such Restricted Stock shall have such rights of a stockholder of the Company as determined pursuant to Section 3.2(d). Prior to the exercise of a stock-settled SAR, the holder of such SAR shall have no rights as a stockholder of the Company with respect to the shares of Common Stock subject to such SAR.

(c) Method of Exercise. A Tandem SAR may be exercised (i) by giving written notice to the Company specifying the number of whole SARs which are being exercised, (ii) by surrendering to the Company any options which are cancelled by reason of the exercise of the Tandem SAR and (iii) by executing such documents as the Company may reasonably request. A Free-Standing SAR may be exercised (A) by giving written notice to the Company specifying the whole number of SARs which are being exercised and (B) by executing such documents as the Company may reasonably request. No shares of Common Stock shall be issued and no certificate representing shares of Common Stock shall be delivered until any withholding taxes thereon, as described in Section 5.5, have been paid (or arrangement made for such payment to the Company’s satisfaction).

2.3 Termination of Employment or Service. All of the terms relating to the exercise, cancellation or other disposition of an option or SAR (i) upon a termination of employment with or service to the Company of the holder of such option or SAR, as the case may be, whether by reason of disability, retirement, death or any other reason, or (ii) during a paid or unpaid leave of absence, shall be determined by the Committee and set forth in the applicable award Agreement.

2.4 No Repricing. The Committee shall not without the approval of the stockholders of the Company, (i) reduce the purchase price or base price of any previously granted option or SAR, (ii) cancel any previously granted option or SAR in exchange for another option or SAR with a lower purchase price or base price or

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(iii) cancel any previously granted option or SAR in exchange for cash or another award if the purchase price of such option or the base price of such SAR exceeds the Fair Market Value of a share of Common Stock on the date of such cancellation, in each case, other than in connection with a Change in Control or the adjustment provisions set forth in Section 5.7.

2.5 Dividend Equivalents. Notwithstanding anything in an Agreement to the contrary, the holder of an option or SAR shall not be entitled to receive dividend equivalents with respect to the number of shares of Common Stock subject to such option or SAR.

III. STOCK AWARDS

3.1 Stock Awards. The Committee may, in its discretion, grant Stock Awards to such eligible persons as may be selected by the Committee. The Agreement relating to a Stock Award shall specify whether the Stock Award is a Restricted Stock Award, Restricted Stock Unit Award, or, in the case of an Other Stock-Based Award, the type of award being granted.

3.2 Terms of Restricted Stock Awards. Restricted Stock Awards shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable.

(a) Number of Shares and Other Terms. The number of shares of Common Stock subject to a Restricted Stock Award and the Restriction Period, Performance Period (if any) and Performance Measures (if any) applicable to a Restricted Stock Award shall be determined by the Committee.

(b) Vesting and Forfeiture. The Agreement relating to a Restricted Stock Award shall provide, in the manner determined by the Committee, in its discretion, and subject to the provisions of this Plan, for the vesting of the shares of Common Stock subject to such award (i) if the holder of such award remains continuously in the employment of the Company during the specified Restriction Period and (ii) if specified Performance Measures (if any) are satisfied or met during a specified Performance Period, and for the forfeiture of the shares of Common Stock subject to such award (x) if the holder of such award does not remain continuously in the employment of the Company during the specified Restriction Period or (y) if specified Performance Measures (if any) are not satisfied or met during a specified Performance Period.

(c) Stock Issuance. During the Restriction Period, the shares of Restricted Stock shall be held by a custodian in book entry form with restrictions on such shares duly noted or, alternatively, a certificate or certificates representing a Restricted Stock Award shall be registered in the holder’s name and may bear a legend, in addition to any legend which may be required pursuant to Section 5.6, indicating that the ownership of the shares of Common Stock represented by such certificate is subject to the restrictions, terms and conditions of this Plan and the Agreement relating to the Restricted Stock Award. All such certificates shall be deposited with the Company, together with stock powers or other instruments of assignment (including a power of attorney), each endorsed in blank with a guarantee of signature if deemed necessary or appropriate, which would permit transfer to the Company of all or a portion of the shares of Common Stock subject to the Restricted Stock Award in the event such award is forfeited in whole or in part. Upon termination of any applicable Restriction Period (and the satisfaction or attainment of applicable Performance Measures), subject to the Company’s right to require payment of any taxes in accordance with Section 5.5, the restrictions shall be removed from the requisite number of any shares of Common Stock that are held in book entry form, and all certificates evidencing ownership of the requisite number of shares of Common Stock shall be delivered to the holder of such award.

(d) Rights with Respect to Restricted Stock Awards. Unless otherwise set forth in the Agreement relating to a Restricted Stock Award, and subject to the terms and conditions of a Restricted Stock Award, the holder of such award shall have all rights as a stockholder of the Company, including, but not limited to, voting rights, the right to receive dividends and the right to participate in any capital adjustment applicable to all holders of Common Stock; provided, however, that any dividend or other distribution paid with respect to shares subject to a Restricted Stock Award shall be deposited with the Company and shall be subject to the same restrictions as the shares of Common Stock with respect to which such dividend or distribution was made.

3.3 Terms of Restricted Stock Unit Awards. Restricted Stock Unit Awards shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable.

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(a)Number of Shares and Other Terms. The number of shares of Common Stock subject to a Restricted Stock Unit Award and the Restriction Period, Performance Period (if any) and Performance Measures (if any) applicable to a Restricted Stock Unit Award shall be determined by the Committee.

(b) Vesting and Forfeiture. The Agreement relating to a Restricted Stock Unit Award shall provide, in the manner determined by the Committee, in its discretion, and subject to the provisions of this Plan, for the vesting of such Restricted Stock Unit Award (i) if the holder of such award remains continuously in the employment of the Company during the specified Restriction Period and (ii) if specified Performance Measures (if any) are satisfied or met during a specified Performance Period, and for the forfeiture of the shares of Common Stock subject to such award (x) if the holder of such award does not remain continuously in the employment of the Company during the specified Restriction Period or (y) if specified Performance Measures (if any) are not satisfied or met during a specified Performance Period.

(c) Settlement of Vested Restricted Stock Unit Awards. The Agreement relating to a Restricted Stock Unit Award shall specify (i) whether such award may be settled in shares of Common Stock or cash or a combination thereof and (ii) whether the holder thereof shall be entitled to receive, on a current or deferred basis, dividend equivalents, and, if determined by the Committee, interest on, or the deemed reinvestment of, any deferred dividend equivalents, with respect to the number of shares of Common Stock subject to such award. Any dividend equivalents credited with respect to Restricted Stock Units shall be subject to the same vesting and other restrictions as the Restricted Stock Units to which they relate. Prior to the settlement of a Restricted Stock Unit Award, the holder of such award shall have no rights as a stockholder of the Company with respect to the shares of Common Stock subject to such award.

3.4 Terms of Other Stock-Based Awards. Subject to the limitations set forth in the Plan, the Committee is authorized to grant other awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, shares of Common Stock, including without limitation shares of Common Stock granted as a bonus and not subject to any vesting conditions, dividend equivalents, deferred stock units, stock purchase rights and shares of Common Stock issued in lieu of obligations of the Company to pay cash under any compensatory plan or arrangement, subject to such terms as shall be determined by the Committee. The Committee shall determine the terms and conditions of such awards, which may include the right to elective deferral thereof, subject to such terms and conditions as the Committee may specify in its discretion. Any distribution, dividend or dividend equivalents with respect to Other Stock-Based Awards that are subject to vesting conditions shall be subject to the same vesting conditions as the underlying awards.

3.5 Termination of Employment or Service. All of the terms relating to the satisfaction of Performance Measures and the termination of the Restriction Period or Performance Period relating to a Stock Award, or any forfeiture and cancellation of such award (i) upon a termination of employment with or service to the Company of the holder of such award, whether by reason of disability, retirement, death or any other reason, or (ii) during a paid or unpaid leave of absence, shall be determined by the Committee and set forth in the applicable award Agreement.

IV. PERFORMANCE AWARDS

4.1 Performance Awards. The Committee may, in its discretion, grant Performance Awards to such eligible persons as may be selected by the Committee.

4.2 Terms of Performance Awards. Performance Awards shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable.

(e) Value of Performance Awards and Performance Measures. The method of determining the value of the Performance Award and the Performance Measures and Performance Period applicable to a Performance Award shall be determined by the Committee.

(f) Vesting and Forfeiture. The Agreement relating to a Performance Award shall provide, in the manner determined by the Committee, in its discretion, and subject to the provisions of this Plan, for the vesting of such Performance Award if the specified Performance Measures are satisfied or met during the specified Performance Period and for the forfeiture of such award if the specified Performance Measures are not satisfied or met during the specified Performance Period.

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(g) Settlement of Vested Performance Awards. The Agreement relating to a Performance Award shall specify whether such award may be settled in shares of Common Stock (including shares of Restricted Stock) or cash or a combination thereof. If a Performance Award is settled in shares of Restricted Stock, such shares of Restricted Stock shall be issued to the holder in book entry form or a certificate or certificates representing such Restricted Stock shall be issued in accordance with Section 3.2(c) and the holder of such Restricted Stock shall have such rights as a stockholder of the Company as determined pursuant to Section 3.2(d). Any dividends or dividend equivalents with respect to a Performance Award shall be subject to the same vesting and other restrictions as such Performance Award. Prior to the settlement of a Performance Award in shares of Common Stock, including Restricted Stock, the holder of such award shall have no rights as a stockholder of the Company.

4.3 Termination of Employment or Service. All of the terms relating to the satisfaction of Performance Measures and the termination of the Performance Period relating to a Performance Award, or any forfeiture and cancellation of such award (i) upon a termination of employment with or service to the Company of the holder of such award, whether by reason of disability, retirement, death or any other reason, or (ii) during a paid or unpaid leave of absence, shall be determined by the Committee and set forth in the applicable award Agreement.

V. GENERAL

5.1 Effective Date and Term of Plan. This Plan shall be submitted to the stockholders of the Company forapproval at the Company’s 2024 annual meeting of stockholders and, if so approved, the Plan shall become effective as of the date of such stockholder approval. Once effective, this Plan shall supersede and replace the Prior Plan; provided, that the Prior Plan shall remain in effect with respect to all outstanding awards granted under the Prior Plan until such awards have been exercised, forfeited, cancelled, expired, or otherwise terminated in accordance with the terms of such awards. This Plan shall terminate as of the first annual meeting of the Company’s stockholders to occur on or after the tenth anniversary of its effective date, unless terminated earlier by the Board; provided, however, that no Incentive Stock Options shall be granted after the tenth anniversary of the date on which the Plan was approved by the Board. Termination of this Plan shall not affect the terms or conditions of any award granted prior to termination. Awards hereunder may be made at any time prior to the termination of this Plan.

5.2 Amendments. The Board may amend this Plan as it shall deem advisable; provided, however, that no amendment to the Plan shall be effective without the approval of the Company’s stockholders if (i) stockholder approval is required by applicable law, rule or regulation, including any rule of the New York Stock Exchange, or any other stock exchange on which the Common Stock is then traded, or (ii) such amendment seeks to modify the limit on Non-Employee Director compensation contained in Section 1.6 orthe prohibition on the repricing or discounting of options and SARs contained in Section 2.4; provided further, that no amendment may materially impair the rights of a holder of an outstanding award without the consent of such holder.

5.3 Agreement. Each award under this Plan shall be evidenced by an Agreement setting forth the terms andconditions applicable to such award. No award shall be valid until an Agreement is executed by the Company and, to the extent required by the Company, either executed by the recipient or accepted by the recipient by electronic means approved by the Company within the time period specified by the Company. Upon such execution or execution and electronic acceptance, and delivery of the Agreement to the Company, such award shall be effective as of the effective date set forth in the Agreement.

5.4 Non-Transferability. No award shall be transferable other than by will, the laws of descent and distributionor pursuant to beneficiary designation procedures approved by the Company or, to the extent expressly permitted in the Agreement relating to such award, to the holder’s family members, a trust or entity established by the holder for estate planning purposes or a charitable organization designated by the holder, in each case, without consideration. Except to the extent permitted by the foregoing sentence or the Agreement relating to an award, each award may be exercised or settled during the holder’s lifetime only by the holder or the holder’s legal representative or similar person. Except as permitted by the second preceding sentence, no award may be sold,transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process. Upon any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of any award, such award and all rights thereunder shall immediately become null and void.

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5.5 Tax Withholding. The Company shall have the right to require, prior to the issuance or delivery of anyshares of Common Stock or the payment of any cash pursuant to an award made hereunder, payment by the holder of such award of any federal, state, local, foreign or other taxes which may be required to be withheld or paid in connection with such award. An Agreement may provide that (i) the Company shall withhold whole shares of Common Stock which would otherwise be delivered to a holder, having an aggregate Fair Market Value determined as of the date the obligation to withhold or pay taxes arises in connection with an award (the “Tax Date”), or withhold an amount of cash which would otherwise be payable to a holder, in the amount necessary to satisfy any such obligation or (ii) the holder may satisfy any such obligation by any of the following means: (A) a cash payment to the Company; (B) delivery (either actual delivery or by attestation procedures established by the Company) to the Company of previously owned whole shares of Common Stock having an aggregate Fair Market Value, determined as of the Tax Date, equal to the amount necessary to satisfy any such obligation; (C) authorizing the Company to withhold whole shares of Common Stock which would otherwise be delivered having an aggregate Fair Market Value, determined as of the Tax Date, or withhold an amount of cash which would otherwise be payable to a holder, equal to the amount necessary to satisfy any such obligation; (D)in the case of the exercise of an option, a cash payment by a broker-dealer acceptable to the Company to whom the optionee has submitted an irrevocable notice of exercise, (E) in any other permissible payment method set forth in the Agreement, or (F) a combination of the foregoing, in each case to the extent set forth in the Agreement relating to the award. Shares of Common Stock to be delivered or withheld may not have an aggregate Fair Market Value in excess of the amount determined by applying the minimum statutory withholding rate (or, if permitted by the Company, such other rate as will not cause adverse accounting consequences under the accounting rules then in effect, and is permitted under applicable Internal Revenue Service withholding rules); provided, however, that if a fraction of a share of Common Stock would be required to satisfy the minimum statutory withholding taxes, then the number of shares of Common Stock to be delivered or withheld may be rounded up to the next nearest whole share of Common Stock.

5.6 Restrictions on Shares. Each award made hereunder shall be subject to the requirement that if at any time the Company determines that the listing, registration or qualification of the shares of Common Stock subject to such award upon any securities exchange or under any law, or the consent or approval of any governmental body, or the taking of any other action is necessary or desirable as a condition of, or in connection with, the delivery of shares thereunder, such shares shall not be delivered unless such listing, registration, qualification, consent, approval or other action shall have been effected or obtained, free of any conditions not acceptable to the Company. The Company may require that certificates evidencing shares of Common Stock delivered pursuant to any award made hereunder bear a legend indicating that the sale, transfer or other disposition thereof by the holder is prohibited except in compliance with the Securities Act of 1933, as amended, and the rules and regulations thereunder.

5.7 Adjustment. In the event of any equity restructuring (within the meaning of Financial AccountingStandards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation, or any successor or replacement accounting standard) that causes the per share value of shares of Common Stock to change, such as a stock dividend, stock split, spinoff, rights offering or recapitalization through an extraordinary cash dividend, the number and class of securities available under this Plan, the terms of each outstanding option and SAR (including the number and class of securities subject to each outstanding option or SAR and the purchase price or base price per share), the terms of each outstanding Restricted Stock Award and Restricted Stock Unit Award (including the number and class of securities subject thereto), and the terms of each outstanding Performance Award (including the number and class ofsecurities subject thereto) shall be appropriately adjusted by the Committee, such adjustments to be made in the case of outstanding options and SARs without an increase in the aggregate purchase price or base price and in accordance with Section 409A of the Code. In the event of any other change in corporate capitalization, including a merger, consolidation, reorganization, or partial or complete liquidation of the Company, such equitable adjustments described in the foregoing sentence may be made as determined to be appropriate and equitable by the Committee to prevent dilution or enlargement of rights of participants. In either case, the decision of the Committee regarding any such adjustment shall be final, binding and conclusive.

5.8 Change in Control.

(a) Assumption or Substitution of Certain Awards. Unless otherwise provided in an Agreement or a participant's effective employment, change in control, severance or other similar agreement in effect on the date

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of grant of the appliable award, in the event of a Change in Control of the Company in which the successor company assumes the applicable award or substitutes a replacement award for the applicable award, if an award holder’s employment is terminated by the Company, a Subsidiary or an Affiliate without Cause or by the holder for Good Reason (or otherwise terminates for an eligible reason according to the terms of the Company severance policy or an employment agreement applicable to the holder as of the effective date of a Change in Control) during the period commencing on and ending twenty-four months after the effective date of the Change in Control, then effective on the holder’s date of termination of employment (i) each outstanding option and SAR held by such holder shall become fully vested and exercisable, (ii) the Restriction Period applicable to each outstanding Stock Award held by such holder shall lapse, and (iii) Performance Awards shall vest or become exercisable or payable in accordance with the applicable Agreements; provided, however, that awards that provide for a deferral of compensation within the meaning of Section 409A of the Code shall be settled in accordance with the applicable Agreements, subject to the terms of the Plan and Section 409A of the Code. Notwithstanding any provision of this Plan to the contrary, each option or SAR granted to such holder shall remain exercisable by the holder (or his or her legal representative or similar person) until the earlier of (y) the date that is one-year following the award holder’s termination of employment under this section (or such longer period of time as may be required by local law) or, if an award holder is subject to a severance policy or employment agreement, the end of the severance period applicable to the holder under the Company severance policy or employment agreement (if any) applicable to the holder as of the effective date of a Change in Control, or (z) the expiration date of the term of the option or SAR. For the purposes of this Section, an award shall be considered assumed or substituted for, if following the Change in Control the award confers the right to purchase or receive, for each share of Common Stock subject to the award immediately prior to the Change in Control, the consideration (whether stock, cash or other securities or property) received in the transaction constituting a Change in Control by holders of shares of Common Stock for each share of Common Stock held on the effective date of such transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if such consideration received in the transaction constituting a Change in Control is not solely common stock of the successor company, the Committee may, with the consent of the successor company, provide that the consideration to be received upon the exercise or vesting of an award, for each share of Common Stock subject thereto, will be solely common stock of the successor company substantially equal in fair market value to the per share consideration received by holders of Common Stock in the transaction constituting a Change in Control. The determination of such substantial equality of value of consideration shall be made by the Committee (as constituted prior to the Change in Control) in its sole discretion and its determination shall be conclusive and binding.

(b) Awards Not Assumed or Substituted. Subject to the terms of the applicable Agreements, in the event of a “Change in Control” in which the awards are not effectively assumed or substituted in accordance with Section 5.8(a), the Board, as constituted prior to the Change in Control, may, in its discretion:

(i) require that (A) some or all outstanding options and SARs shall become exercisable in full or in part, either immediately or upon a subsequent termination of employment, (B) the Restriction Period applicable to some or all outstanding Stock Awards shall lapse in full or in part, either immediately or upon a subsequent termination of employment, (C) the Performance Period applicable to some or all outstanding awards shall lapse in full or in part, and (D) the Performance Measures applicable to some or all outstanding awards shall be deemed to be satisfied at the target, maximum or any other level;

(ii) require that shares of capital stock of the corporation resulting from or succeeding to the business of the Company pursuant to such Change in Control, or a parent corporation thereof, be substituted for some or all of the shares of Common Stock subject to an outstanding award, with an appropriate and equitable adjustment to such award as determined by the Board in accordance with Section 5.7; and/or

(iii) require outstanding awards, in whole or in part, to be surrendered to the Company by the holder, and to be immediately cancelled by the Company, and to provide for the holder to receive (A) a cash payment or other property in an amount equal to (1) in the case of an option or an SAR, the aggregate number of shares of Common Stock then subject to the portion of such option or SAR surrendered, whether or not vested or exercisable, multiplied by the excess, if any, of the Fair Market Value of a share of Common Stock as of the date of the Change in Control, over the purchase price or base price per share of Common Stock subject to such option or SAR, (2) in the case of a Stock Award or a Performance Award

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denominated in shares of Common Stock, the number of shares of Common Stock then subject to the portion of such award surrendered to the extent the Performance Measures applicable to such award have been satisfied or are deemed satisfied pursuant to Section 5.8(b)(i), whether or not vested, multiplied by the Fair Market Value of a share of Common Stock as of the date of the Change in Control, and (3) in the case of a Performance Award denominated in cash, the value of the Performance Award then subject to the portion of such award surrendered to the extent the Performance Measures applicable to such award have been satisfied or are deemed satisfied pursuant to Section 5.8(b)(i); (B) shares of capital stock of the corporation resulting from or succeeding to the business of the Company pursuant to such Change in Control, or a parent corporation thereof, having a fair market value not less than the amount determined under clause (A) above; or (C) a combination of the payment of cash or other property pursuant to clause (A) above and the issuance of shares pursuant to clause (B) above.

5.9 Deferrals and Section 409A.

(a) The Committee may determine that the delivery of shares of Common Stock or the payment of cash, or a combination thereof, upon the exercise or settlement of all or a portion of any award (other than awards of Incentive Stock Options, Nonqualified Stock Options and SARs) made hereunder shall be deferred, or the Committee may, in its sole discretion, approve deferral elections made by holders of awards. Deferrals shall be for such periods and upon such terms as the Committee may determine in its sole discretion, subject to the requirements of Section 409A of the Code.

(b) Awards under the Plan are intended to comply with, or be exempt from, the applicable requirements of Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent. Although the Company does not guarantee any particular tax treatment, to the extent that any award is subject to Section 409A of the Code, it shall be paid in a manner that is intended to comply with Section 409A of the Code, including regulations and any other guidance issued by the Secretary of the Treasury and the Internal Revenue Service with respect thereto. In no event whatsoever shall the Company be liable for any additional tax, interest or penalties that may be imposed on the participant by Section 409A of the Code or any damages for failing to comply with Section 409A of the Code. Notwithstanding anything in the Plan or any award Agreement to the contrary, each participant shall be solely responsible for the tax consequences of awards, and in no event shall the Company have any responsibility or liability if an award does not meet any applicable requirements of Section 409A. Although the Company intends to administer the Plan to prevent taxation under section 409A, the Company does not represent or warrant that the Plan or any award complies with Section 409A or any other provision of federal, state, local or other tax law. If a participant is determined on the date of the participant’s termination of employment to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, then, with regard to any payment under this Plan that is considered nonqualified deferred compensation under Section 409A of the Code and which is payable on account of a “separation from service” (within the meaning of Section 409A of the Code), such payment shall be delayed until the earlier of (i) the first business day following the six-month anniversary of the participant’s “separation from service” and (ii) the date of the participant’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 5.9(b) (whether they would have otherwise been payable in a single lump sum or in installments in the absence of such delay) will be paid in a lump sum, without interest, on the first business day following the expiration of the Delay Period and any remaining payments due under the award will be paid in accordance with the normal payment dates specified for them in the applicable Agreement. For purposes of Section 409A of the Code, each payment made under this Plan or any award shall be treated as a separate payment.

5.10 No Right of Participation, Employment or Service. Unless otherwise set forth in an employment agreement, no person shall have any right to participate in this Plan. Neither this Plan nor any award made hereunder shall confer upon any person any right to continued employment by or service with the Company, any Subsidiary or any Affiliate of the Company or affect in any manner the right of the Company, any Subsidiary or any Affiliate of the Company to terminate the employment or service of any person at any time without liability hereunder.

5.11 Rights as Stockholder. No person shall have any right as a stockholder of the Company with respect to any shares of Common Stock or other equity security of the Company which is subject to an award hereunder unless and until such person becomes a stockholder of record with respect to such shares of Common Stock or equity security.

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5.12 Designation of Beneficiary. To the extent permitted by the Company, a holder of an award may file with the Company a written designation of one or more persons as such holder’s beneficiary or beneficiaries (both primary and contingent) in the event of the holder’s death or incapacity. To the extent an outstanding option or SAR granted hereunder is exercisable, such beneficiary or beneficiaries shall be entitled to exercise such option or SAR pursuant to procedures prescribed by the Company. Each beneficiary designation shall become effective only when filed in writing with the Company during the holder’s lifetime on a form prescribed by the Company. The spouse of a married holder domiciled in a community property jurisdiction shall join in any designation of a beneficiary other than such spouse. The filing with the Company of a new beneficiary designation shall cancel all previously filed beneficiary designations. If a holder fails to designate a beneficiary, or if all designated beneficiaries of a holder predecease the holder, then each outstanding award held by such holder, to the extent vested or exercisable, shall be payable to or may be exercised by such holder’s executor, administrator, legal representative or similar person.

5.13 Governing Law.This Plan, each award hereunder and the related Agreement, and all determinations made and actions taken pursuant thereto, to the extent not otherwise governed by the Code or the laws of the United States, shall be governed by the laws of the State of Delaware and construed in accordance therewith without giving effect to principles of conflicts of laws.

5.14 Foreign Employees. Without amending this Plan, the Committee may grant awards to eligible persons who are foreign nationals and/or reside outside the U.S. on such terms and conditions different from those specified in this Plan as may in the judgment of the Committee be necessary or desirable to foster and promote achievement of the purposes of this Plan and, in furtherance of such purposes the Committee may make such modifications, amendments, procedures, subplans and the like as may be necessary or advisable to comply with provisions of laws in other countries or jurisdictions in which the Company or its Subsidiaries operates or has employees.

5.15 Awards Subject to Clawback. The awards granted under this Plan and any cash payment or shares of Common Stock delivered pursuant to an award are subject to forfeiture, recovery by the Company or other action pursuant to the applicable Agreement or any clawback or recoupment policy which the Company may adopt from time to time, including, without limitation, the SWM International, Inc. Executive Compensation Adjustment and Recovery Policy, the Mativ Holdings, Inc. Clawback Policy and any other policy which the Company may be required to adopt under the Dodd-Frank Wall Street Reform and Consumer Protection Act and implementing rules and regulations thereunder, or as otherwise required by law or applicable listing standards.

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0001000623 5 2023-01-01 2023-12-31

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~~YOUR VOTE IS IMPORTANT~~

You are encouraged to let us know your preferences by marking the appropriate boxes on the enclosed proxy card or by voting over the Internet prior to the Annual Meeting. Or, if your shares are held in “street name,” please refer to the voting instruction form provided with this Proxy Statement.

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ANNUAL MEETING OF STOCKHOLDERS OF SCHWEITZER-MAUDUIT INTERNATIONAL, INC. April 21, 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. 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 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 1. Election of Three Class III Directors: FOR ALL NOMINEES WITHHOLD AUTHORITY 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 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 2021 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. Signature of Stockholder Date: Signature of Stockholder Date: 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

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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 21, 2022 The undersigned hereby appoints RICARDO NUÑEZ and R. ANDREW WAMSER, Jr., and 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-Mauduit International, Inc. (the “Company”) held of record by the undersigned on March 1, 2022, 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 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)

~~TABLE OF CONTENTS~~

ANNUAL MEETING OF STOCKHOLDERS OF SCHWEITZER-MAUDUIT INTERNATIONAL, INC. April 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 EST 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 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 III Directors: FOR ALL NOMINEES WITHHOLD AUTHORITY 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 viathis method. 2. Ratify the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 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 2021 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. Signature of Stockholder Date: Signature of Stockholder Date: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 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.

~~Name~~	~~Position~~
~~Jeffrey Kramer, PhD~~	~~Chief Executive Officer~~
~~R. Andrew Wamser, Jr.~~	~~Executive Vice~~
Julie Schertell President ~~Finance~~ and Chief ~~Financial~~Executive Officer
~~Omar Hoek~~	~~Executive Vice President, Engineered Paper~~
~~Ricardo Nuñez~~ Greg Weitzel⁽²⁾ Chief Financial Officer	~~Executive Vice President, General Counsel~~ Mark W. Johnson⁽³⁾ Chief Legal and Administrative Officer and Corporate Secretary
~~Tracey Peacock(1)~~	~~Executive Vice President, Advanced Materials & Structures~~	Michael W. Rickheim Chief Human Resources and Communications Officer

	2020-2021 Objectives
	Threshold 50%			Target 100%			Outstanding 150%			Maximum 200%
Adjusted EBITDA ($ millions)(1)		$	411.0		$	467.0		$	485.7		$	513.7

			Target 100%						Actual Performance						Attainment Percentage						Achievement After TSR Application
Adjusted EBITDA ($ millions)				$	467.0					$	449.6						84.5%						71.8%

Name	2020 Performance Share Awards: Target Number of Performance Shares		2020 Performance Share 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

Name			Maximum Value ($)
Ms. Schertell			1,443,420
Mr. Weitzel			226,915
Mr. Rickheim			204,660
Mr. Wamser, Jr.			483,069
Mr. Nuñez			299,997

			Sincerely,

			Mark W. Johnson Chief Legal and Administrative Officer and Corporate Secretary

	~~Page~~
~~STOCK OWNERSHIP~~GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING		5
~~Significant Beneficial Owners~~1		5
~~Directors and Executive Officers~~		6
PROPOSAL ONE ELECTION OF DIRECTORS	5
Overview of Our Nominees and Continuing Directors	85
Board Structure	5
Board Succession Planning	5
Nominees for Director	5
Board Recommendation	6
Background Information on Nominees and Continuing Directors	6
Nominees for Election to the Board of Directors	6
Members of Board of Directors Continuing in Office	7
Director Biographies and Qualifications for Service on the Company’s Board	9
Nomination of Directors	11
Board Diversity	12
How Stockholders May Nominate or Recommend Director Candidates	12
EXECUTIVE COMPENSATION		1513
~~COMPENSATION DISCUSSION~~Compensation Discussion & ~~ANALYSIS~~Analysis		1513
~~COMPENSATION COMMITTEE REPORT~~Compensation Committee Report		3127
CORPORATE GOVERNANCE	45
Majority Vote Resignation Policy	4645
Board of Directors and Standing Committees	45
Board Exercise of Risk Oversight	48
Cybersecurity Matters	49
Environmental and Social Matters	49
Corporate Governance Documents	50
Transactions with Related Persons	51
STOCK OWNERSHIP	52
Significant Beneficial Owners	52
Directors and Executive Officers	53
DIRECTOR AND EXECUTIVE OFFICER BENEFICIAL OWNERSHIP TABLE	54
PROPOSAL TWO RATIFICATION OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR ~~2022~~2024	55
Selection of the Independent Registered Public Accounting Firm	5355
Board Recommendation	55
Information Regarding the Independent Registered Public Accounting Firm	55
Audit, Audit Related, Tax and All Other Fees	5355
Pre-approval Policies and Procedures	55
AUDIT COMMITTEE REPORT		5557
PROPOSAL THREE NON-BINDING ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION	58
Board Recommendation	5659
PROPOSAL FOUR ADOPTION OF THE MATIV HOLDINGS, INC. 2024 EQUITY AND INCENTIVE PLAN	60
OTHER INFORMATION		5869
Stockholder Proposals and Director Nominations for the ~~2023~~2025 Annual Meeting		5869
Annual Report on Form 10-K and Proxy Statement		5869
Communicating with the Board		5869

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percent of Class*		Sole Voting Power		Shared Voting Power		Sole Investment Power		Shared 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

Name of Individual or Identity of Group	Amount and Nature of Beneficial Ownership		Number of Deferred Stock Units(1)		Percent of 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%*

Class I – Current Term Ending at ~~2023~~ 2026 Annual Meeting	Class II –- Current Term Ending at 2024 Annual Meeting	Class III –- Nominees for Election at ~~2022~~ 2025 Annual Meeting
Jeffrey J. Keenan	~~John D. Rogers, PhD~~ Shruti Singhal	~~Deborah Borg~~	Julie A. Schertell
Marco Levi	~~Kimberly E. Ritrievi, ScD~~ Tony R. Thene	~~Jeffrey Kramer, PhD~~	Kimberly E. Ritrievi, ScD
~~Mark L. Bye~~ William M. Cook	Anderson D. Warlick	~~Anderson~~ John D. ~~Warlick~~	Rogers, PhD

Name	Age	Director Since		Business Experience and Directorships
Deborah Borg	45	2019		Chief HR and Communications Officer of Bunge Limited, an agribusiness and food company, 2016 – Present President, Dow USA of Dow Chemical, 2014 – 2015 Various leadership roles at Dow Chemical, 2000 – 2014
Jeffrey Kramer, PhD	62	2017		Chief Executive Officer of the Company, since April 2017 Vice President, Lubricants of Brenntag AG, 2015 – 2017 President and Chief Executive Officer of J.A.M. Distributing, 2013 – 2015 Various executive leadership roles at Air Products and Chemicals, Inc., 1987 – 2012 Director of Myers Industries, Inc. since February 2021
Anderson D. Warlick	64	2009	��	Chairman and Chief Executive Officer of Parkdale, Inc., a textile and consumer products company, and its subsidiaries, since 2000

	What We Don’t Do:
	✘			Change-in-control tax gross-ups.
	✘			“~~Double~~Single trigger” vesting of equity awards in the event of a change-in-control. For all of our Named Executive Officers, in the event of a change-in-control, equity awards will accelerate upon a “double trigger” — meaning that both a change in control and qualifying termination of employment must occur for automatic acceleration.
	✓ ✘			~~Independent compensation consultant.~~ ~~The Committee retains its own compensation consultant to review the Company’s executive compensation program and practices.~~
	✓			~~Stock ownership guidelines.~~ The Company’s Chief Executive Officer is required to hold stock equal to a multiple of five times his base salary, and each of the Company’s other Named Executive Officers is required to hold stock equal to a multiple of three times his or her base salary.
	✓			~~Annual 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.~~
	✓			~~Annual 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’s executive compensation program and makes adjustments to the composition of the group as it deems appropriate.
	✓			~~Multi-year performance period.~~ ~~Performance share awards are subject to two-year performance periods (followed by an additional year of vesting after performance is certified to facilitate retention and align with market practices).~~
	✓			~~TSR modifier.~~ ~~Performance share awards are subject to a +/- 15% vesting modifier based on the Company’s relative TSR performance over a two-year performance period.~~
	✓			~~Clawback policy.~~ The 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:~~
	×			~~No change-in-control tax gross-ups.~~
	×			~~The Company does not re-price~~ Re-price stock options or buy-back equity grants.
	× ✘			~~The Company does not allow~~ Allow directors and key executives (including ~~all~~its Named Executive Officers) to hedge or pledge their Company securities.
	✘			Executive employment contracts unless required by local law.
	✘			Excessive perquisites.

Name	2020 Annual Base Salary			2021 Annual Base Salary
Jeffrey Kramer, PhD		$	800,000		$	850,000
R. Andrew Wamser, Jr.		$	462,338		$	471,636
Omar Hoek(1)		$	441,720		$	429,431
Ricardo Nuñez		$	459,199		$	468,383
Tracey Peacock(2)			N/A		$	460,000

Name	Corporate		Business Unit
Jeffrey Kramer, PhD		100%		—
R. Andrew Wamser, Jr.		100%		—
Omar Hoek		50%		50%
Ricardo Nuñez		100%		—
Tracey Peacock		50%		50%

	2021 Objectives												Results
MEASUREMENT METRICS	Threshold (50%)			Target (100%)			Outstanding (150%)			Maximum (200%)			Actual Performance			Attainment Percentage
Corporate Metric
100% Adjusted earnings per share(1)		$	3.59		$	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%

Name	Target Bonus (% of Base Salary)		Target Bonus Award Opportunity ($)			Final Bonus ($)			Final Bonus 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%
Omar Hoek(1)		60%		$	257,658		$	185,590		72.0%
Ricardo Nuñez		60%		$	281,030		$	208,971		74.4%
Tracey Peacock(2)		60%		$	199,628		$	160,359		80.3%

Name	Target LTIP (% of Base Salary)		Target LTIP Award Opportunity ($)
Jeffrey Kramer, PhD		340%		$	2,890,000
R. Andrew Wamser, Jr.		140%		$	660,290
Omar Hoek(1)		95%		$	441,455
Ricardo Nuñez		95%		$	444,964
Tracey Peacock(2)		95%		$	316,077

Name and principal position (a)	Year (b)	Salary ($) (c)	Bonus ($) (d)⁽¹⁾	Stock Awards ($) (e)⁽²⁾	Option Awards ($) (f)	Non–Equity Incentive Plan Compensation ($) (g)⁽³⁾	Change in Pension Value and Non– qualified Deferred Compensation Earnings ($) (h)⁽³⁾	All Other Compensation ($) (i)⁽⁴⁾	Total ($) (j)
Julie Schertell President and Chief Executive Officer	2023	925,000	—	1,800,426	—	425,500	—	302,736	3,453,662
Julie Schertell President and Chief Executive Officer	2022	436,290	—	1,790,000	—	1,106,971	—	142,782	3,476,043

Gregory Weitzel Chief Financial Officer	2023	387,500	182,031	283,712	—	99,904	—	47,052	1,000,199
Gregory Weitzel Chief Financial Officer			—		—		—

Michael W. Rickheim Chief Human Resources Officer and Administrative Officer	2023	425,000	—	255,279	—	110,500	—	75,734	866,513
	2022	201,882	—	822,428	—	307,377	—	45,943	1,377,630

Mark W. Johnson Chief Legal and Administrative Officer & Corporate Secretary	2023	155,462	100,000	300,002	—	40,845	—	11,463	607,772

R. Andrew Wamser, Jr. Former Executive Vice President, Finance and Chief Financial Officer⁽⁵⁾	2023	143,750	—	603,837	—	—	—	3,497,333	4,244,920
	2022	531,731	—	3,195,831	—	488,901	—	177,813	4,394,276
	2021	471,636	—	751,999	—	227,957	—	101,514	1,553,106

Ricardo Nuñez Former Executive Vice President, General Counsel and Secretary⁽⁵⁾	2023	336,538	—	375,021	—	—	—	3,398,851	4,110,410
	2022	489,904	—	2,261,378	—	391,605	—	131,805	3,274,692
	2021	468,383	—	506,775	—	208,971	—	90,623	1,274,752

Name and 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)(3)			All Other Compensation ($) (i)			Total ($) (j)
Jeffrey Kramer, PhD 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
R. Andrew Wamser, Jr. 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
Omar Hoek EVP, Engineered Paper(6)	2021		$	429,431			—		$	502,770		—		$	185,590		$	12,099		$	50,648		$	1,180,538
Omar Hoek EVP, Engineered Paper(6)	2020		$	441,720		$	61,350		$	641,899		—		$	433,694		$	41,645		$	36,401		$	1,656,709
Ricardo Nuñez 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

Name	Grant Date	Approval Date	Estimated Future Payouts Under Non-Equity Incentive Plan Awards (a)			Estimated Future Payouts Under Equity Incentive Plan Awards (b)^[1]			All Other Stock Awards: Number of Shares of Stocks or Units (c)	Grant Date Fair Value of Stock and Option Awards⁽¹⁾
			Threshold⁽²⁾ ($)(d)	Target⁽²⁾ ($)(e)	Maximum⁽²⁾ ($)(f)	Threshold (#)(g)	Target (#)(h)	Maximum (#)(i)	(#)(j)	($)(k)
Julie Schertell	N/A⁽²⁾		531,875	1,063,750	2,047,719	—	—	—	—	—
	2/16/2023⁽³⁾	2/13/2023	—	—	—	—	—	—	48,114	1,199,001
	2/16/2023⁽⁴⁾	2/13/2023	—	—	—	12,029	24,057	48,114	—	601,425
Gregory Weitzel	N/A⁽²⁾		124,880	249,760	480,788	—	—	—	—	—
	2/16/2023⁽³⁾	2/13/2023	—	—	—	—	—	—	1,765⁽³⁾	43,984
	2/16/2023⁽⁴⁾	2/13/2023	—	—	—	441	882	1,764	—	21,979
	4/2/2023⁽³⁾	3/13/2023⁽⁵⁾	—	—	—	—	—	—	6,762	145,180
	4/2/2023⁽³⁾	3/13/2023⁽⁵⁾	—	—	—	1,690	3,380	6,760	—	72,569
Michael Rickheim	N/A⁽²⁾		138,125	276,250	531,781	—	—	—	—	—
	2/16/2023⁽³⁾	2/13/2023	—	—	—	—	—	—	6,822	170,004
	2/16/2023⁽⁴⁾	2/13/2023	—	—	—	1,706	3,411	6,822	—	85,275
Mark Johnson	N/A⁽²⁾		51,056	102,112	196,566	—	—	—	—	—
Mark Johnson	9/1/2023⁽³⁾	8/1/2023	—	—	—	—	—	—	19,330	300,002
R. Andrew Wamser, Jr.	N/A⁽⁶⁾		215,625	431,250	830,156	—	—	—	—	—
	2/16/2023⁽³⁾	2/13/2023	—	—	—	—	—	—	16,154	402,558
	2/16/2023⁽⁴⁾	2/13/2023	—	—	—	4,039	8,077	16,154	—	201,279
Ricardo Nuñez	N/A⁽⁶⁾		162,500	325,000	625,625	—	—	—	—	—
	2/16/2023⁽³⁾	2/13/2023	—	—	—	—	—	—	10,033	250,022
	2/16/2023⁽⁴⁾	2/13/2023	—	—	—	2,508	5,016	10,032	—	124,999

Name	Grant Date	Approval Date	Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)			Estimated Future Payouts Under Equity Incentive Plan Awards(2)			All Other Stock Awards: Number of Shares of Stocks or Units(3)	Grant Date Fair Value of Stock Awards(4)
Name	Grant Date	Approval Date	Threshold ($)(d)	Target ($)(e)	Maximum ($)(f)	Threshold (#)(g)	Target (#)(h)	Maximum (#)(i)	(#)(j)	($)(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

Name	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)(1)			Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(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	Option Awards					Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)⁽¹⁾	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)⁽¹⁾
Julie Schertell	5,934	—	—	31.54	1/27/2024	—	—	—	—
	5,948	—	—	43.98	1/26/2025	—	—	—	—
	8,142	—	—	42.68	1/25/2026	—	—	—	—
	9,621	—	—	60.50	1/29/2027	—	—	—	—
	9,758	—	—	68.75	1/29/2028	—	—	—	—
	—	—	—	—	—	4,613⁽²⁾	70,625	—	—
	—	—	—	—	—	32,285⁽²⁾	494,283	—	—
	—	—	—	—	—	11,812⁽³⁾	180,842	—	—
	—	—	—	—	—	41,341⁽⁴⁾	632,931	—	—
	—	—	—	—	—	—	—	75,944⁽⁵⁾	1,162,703
	—	—	—	—	—	—	—	24,057⁽⁶⁾	368,313
	—	—	—	—	—	48,114⁽⁷⁾	736,625	—	—
Gregory Weitzel	382	—	—	43.98	1/26/2025	—	—	—	—
	1,066	—	—	42.68	1/25/2026	—	—	—	—
	1,116	—	—	60.50	1/29/2027	—	—	—	—
	1,006	—	—	68.75	1/29/2028	—	—	—	—
	—	—	—	—	—	210⁽²⁾	3,215	—	—
	—	—	—	—	—	1,472⁽²⁾	22,536	—	—
	—	—	—	—	—	584⁽³⁾	8,941	—	—
	—	—	—	—	—	2,039⁽⁴⁾	31,217
						1,722⁽⁸⁾	26,364
								882⁽⁶⁾	13,503
								3,380⁽⁶⁾	51,748
						1,765⁽⁷⁾	27,022
						6,762⁽⁷⁾	103,526
Michael Rickheim	—	—	—	—	—	741⁽²⁾	11,345	—	—
	—	—	—	—	—	5,179⁽²⁾	79,290	—	—
	—	—	—	—	—	2,011⁽³⁾	30,788	—	—
	—	—	—	—	—	7,037⁽⁴⁾	107,736	—	—
	—	—	—	—	—	—	—	34,893⁽⁵⁾	534,212
	—	—	—	—	—	—	—	3,411⁽⁶⁾	52,222
	—	—	—	—	—	6,822⁽⁷⁾	104,445	—	—
Mark Johnson	—	—	—	—	—	19,330⁽⁹⁾	295,942	—	—

Name	Number of Shares Acquired on Vesting (#)		Value Realized 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	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)
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	Plan 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⁾
Julie Schertell	SRP	—	134,542	19,574	—	185,785
Gregory Weitzel	SRP	—	15,128	1,174	—	16,302
Michael W. Rickheim	NDP	—	—	5,361	—	30,691
Michael W. Rickheim	DCP	25,500	15,300	2,716	—	43,516
Mark W. Johnson	—	—	—	—	—	—
R. Andrew Wamser, Jr.	DCP	56,630	—	21,358	—	119,663
Ricardo Nuñez	DCP	56,468	—	16,503	—	121,249

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		—		—		1,700,000		2,550,000		634,885		—
Incentive Compensation													—
Short-Term Incentive	Lump sum cash		—		—		—		4,470,156		1,490,052		—
Performance Shares and Restricted Stock(1)	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
Excess 401(k) in Deferred 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

Name(1)	Fees Earned or Paid in Cash			Stock 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

	2021		2020
Audit Fees(1)		3,695,561		$	1,970,208
Audit-Related Fees(2)		0			12,810
Total Audit and Audit-Related Fees		3,695,561			1,983,018
Tax Compliance Services(3)		147,939			112,629
Tax Consulting and Planning Services(4)		2,480,944			541,615
Total Tax Fees		2,628,883			654,244
All Other Fees(5)		1,895			1,895
Total Fees		6,326,339		$	2,639,157

			AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

			Kimberly E. Ritrievi (Chair) ~~Mark L. Bye~~ William M. Cook Jeffrey J. Keenan John D. Rogers ~~Jeffrey J. Keenan~~ Shruti Singhal 55 ~~TABLE OF CONTENTS~~ ~~PROPOSAL THREE~~ ~~NON-BINDING ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION~~ As required by Section 14A of the Exchange Act pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act, the Board is providing our stockholders with an advisory vote on Executive Compensation. This advisory vote, commonly known as a “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 Discussion & Analysis,” the accompanying compensation tables and the corresponding narrative discussion and footnotes set forth on pages 15 to 30. The Company intends to submit this “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

If by phone:

A voice mail message may be left identifying the individual to whom it is directed by calling (866) 528-2593. This is a toll-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,~~Chair, the Chair of the Audit Committee or the independent directors as a group, as appropriate, may be mailed to:

Secretary
~~Secretary~~
~~Schweitzer-Mauduit International,~~Mativ Holdings, Inc.

100 ~~North Point Center East —~~ Kimball Place–Suite 600

Alpharetta, Georgia ~~30022~~30009