UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No.    )

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

RESOLUTE FOREST PRODUCTS INC.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Resolute Forest Products Inc.

111 Robert-Bourassa Boulevard,1010 De La Gauchetière Street West, Suite 5000400

Montreal, Quebec

H3C 2M1H3B 2N2, Canada

April 9, 202114, 2022

Dear Stockholder:

We cordially invite you to attend the annual meeting of stockholders of Resolute Forest Products Inc. to be held on Friday, May 27, 2022, at 8:00 a.m. (Eastern). This year’s annual meeting of stockholders will be conducted both online through a virtual web conference at https://web.lumiagm.com/295854943 on Friday, May 21, 2021,and in person at 9:00 a.m. (Eastern). The annualthe Montreal Marriott Chateau Champlain, located at 1050 De La Gauchetière Street West, Montreal, Quebec, H3B 4C9, Canada. This hybrid format provides you with the option of attending the meeting is being held entirely online duein person, subject to public health restrictions relating to the public health impactCOVID-19 pandemic at the time of the coronavirus pandemic (COVID-19) and to allow us to continue to proceed withmeeting, or joining the meeting while mitigating health and safety risks to participants. You will be ableonline. Whether you choose to attend and participate in the annual meetingperson or online, at https://web.lumiagm.com/295854943 where you will be able to listen to the meeting live, submit questions and vote your shares. We strongly encourage you to review guidance from public health authorities, which could limit the number of in-person attendees or require stockholders to attend the annual meeting virtually to mitigate health and safety risks to participants. Please monitor our annual meeting website at www.resolutefp.com/Investors for any updates regarding our annual meeting.

The notice of internet availability of proxy materials provides you with information on how to access the proxy materials and obtain the details of the business to be conducted at the meeting.

In addition to the formal items of business to be brought before the meeting, we will report on our business and respond to stockholderstockholders’ questions.

Whether or not you plan to attend the meeting, be it online or in person, you can ensure that your shares are represented at the meeting by promptly voting and submitting your proxy or voting instruction card by internet or, if you have requested to receive a paper copy of the proxy materials, by completing, signing, dating and returning your proxy form in the enclosed envelope. You will find the proxy card or voting instruction card by accessing the internet websites mentioned on the notice of internet availability and by following the instructions thereon.

Resolute’s annual report for 20202021 is available by internet or by mail in accordance with the instructions found on the notice of internet availability, and we urge you to read it carefully.

We look forward to your attendance at the annual meeting.

Sincerely,

Remi G. Lalonde

President and chief executive officer

Bradley P. MartinDuncan K. Davies

ChairChairman of the board

Resolute Forest Products Inc.

111 Robert-Bourassa Boulevard,1010 De La Gauchetière Street West, Suite 5000400

Montreal, Quebec

H3C 2M1H3B 2N2, Canada

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 21, 202127, 2022

April 9, 202114, 2022

Dear Stockholder:

The 20212022 annual meeting of stockholders of Resolute Forest Products Inc. will be held on Friday, May 27, 2022, at 8:00 a.m. (Eastern) online through a virtual web conference at https://web.lumiagm.com/295854943 on Friday, May 21, 2021,and in person at 9:00 a.m. (Eastern),the Montreal Marriott Chateau Champlain, located at 1050 De La Gauchetière Street West, Montreal, Quebec, H3B 4C9, Canada, for the purpose of voting on the following matters:

The record date for the determination of the stockholders entitled to vote at our annual meeting, and any adjournment or postponement thereof, is the close of business on March 23, 2021.29, 2022.

Important notice regarding the availability of proxy materials for the annual meeting of

stockholders to be held on May 21, 2021:27, 2022:

The proxy statement and our 20202021 annual report are available at

http:https://www.astproxyportal.com/AST/RFP_EN.

TheThis year’s annual meeting is being held entirely online due to the public health impact of the coronavirus pandemic (COVID-19) and to allow us to proceed with the meeting while mitigating health and safety risks to participants. Youstockholders will be able to attend and participate in the annual meetingconducted both online through a virtual web conference at https://web.lumiagm.com/295854943 and in person at the Montreal Marriott Chateau Champlain, located at 1050 De La Gauchetière Street West, Montreal, Quebec, H3B 4C9, Canada. This hybrid format provides you with the option of attending the meeting in person, subject to public health restrictions relating to the COVID-19 pandemic at the time of the meeting, or joining the meeting online where you will be able to listen to the meeting live, submit questions and vote your shares. You may also forward your questions in advance to ir@resolutefp.com, and the company will respond to as many appropriate questions as time permits during the meeting, to the extent relevant to the business of the meeting. Please make sure your email clearly identifies your name and whether you are a stockholder. To join the annual meeting online, you will need to have your 11- or 13-digit12-digit control number, which is included on your notice of internet availability and proxy card and the following password: resolute2021resolute2022. If you are not a stockholder of record, you must obtain a legal proxy from your intermediary institution and contact our transfer agent at proxy@astfinancial.com, at least five business days prior to May 21, 2021,27, 2022, to secure a proxy card with the 11- or 13-digit12-digit control number in order to vote your shares at the annual meeting. Please monitor our annual meeting website at www.resolutefp.com/Investors for any updates regarding our annual meeting.

By order of the board of directors,

Jacques P. VachonStephanie Leclaire

Corporate secretary

April 9, 2021,14, 2022, Montreal, Quebec, Canada

TABLEOF CONTENTS

PROXY STATEMENT

This proxy statement is furnished in connection with the solicitation of proxies by Resolute Forest Products Inc. on behalf of our board of directors for the 20212022 annual meeting of stockholders. TheThis year’s annual meeting of stockholders will be heldconducted on Friday, May 27, 2022, at 8:00 a.m. (Eastern) both online through a virtual web conference at https://web.lumiagm.com/295854943 on Friday, May 21, 2021,and in person at 9:00 a.m. (Eastern).the Montreal Marriott Chateau Champlain, located at 1050 De La Gauchetière Street West, Montreal, Quebec, H3B 4C9, Canada, subject to public health restrictions relating to the COVID-19 pandemic at the time of the meeting. Proxy materials for the annual meeting are being made available on or about April 9, 2021.14, 2022.

When we use the terms “Resolute,” “the company,” “we,” “us” and “our,” we mean Resolute Forest Products Inc., a Delaware corporation, and its consolidated subsidiaries, unless the context indicates otherwise.

Except for documents filed with the Securities and Exchange Commission, or the “SEC” and expressly incorporated by reference in this proxy statement, the information on the company’s website is not a part of, and is not incorporated by reference in this proxy statement.

QUESTIONSAND ANSWERS ABOUTTHE ANNUAL GENERAL MEETINGAND VOTING

What is the notice of internet availability and why did I not receive a full set of proxy materials?

Notice and Access Rules adopted by the SEC, allow companies to choose the method for delivering proxy materials to stockholders. We have again elected this year to use the Notice and Access Rules and therefore to mail a notice regarding the availability of proxy materials on the internet (the “notice of internet availability”) instead of sending a full set of proxy materials in the mail to our stockholders. This notice of internet availability will be mailed to our stockholders approximately on April 9, 2021,14, 2022, and our proxy materials will be posted on both our corporate website (www.resolutefp.com/Investors/Financial_Reports), the website referenced in the notice of internet availability as well as on http:https://www.astproxyportal.com/AST/RFP_EN on the same day. Utilizing this method of delivery expedites receipt of proxy materials by our stockholders and lowers the costcosts of the annual meeting. If you are a stockholder and would like to receive a paper or email copy of the proxy materials, you should follow the instructions in the notice of internet availability for requesting copies.

Who is entitled to vote at the annual meeting?

Owners of Resolute’s common stock at the close of business on March 23, 2021,29, 2022, the record date for the annual meeting, are entitled to receive the notice of internet availability and to vote their shares at the meeting. On that date, there were 79,830,74876,796,573 shares of common stock outstanding and entitled to vote. Each share of common stock is entitled to one vote for each matter to be voted on at the annual meeting.

What is the difference between holding shares as a stockholder of record and through an intermediary?

You are a stockholder of record if you own shares of common stock that are registered in your name with our transfer agent, American Stock Transfer & Trust Company, LLC. If you are a stockholder of record, the transfer agent is sending the notice of internet availability to you directly. As a stockholder of record, you may vote at the annual meeting by attending the annual meeting in person or online andby following the instructions posted at https://web.lumiagm.com/295854943, or you may vote by proxy. To join the annual meeting, you will need to have your 11- or 13-digit12-digit control number, which is included on your notice of internet availability and proxy card and the following password: resolute2021resolute2022.

If you hold shares of common stock indirectly through a broker, bank or similar institution (which we refer to as an “intermediary institution”), you are a “street name” holder and the notice of internet availability is being sent to you by the intermediary institution through which you hold your shares. If you provide specific voting

instructions by mail, telephone or the internet, your intermediary institution will vote your shares as you have directed. You are also invited to attend the annual meeting in person or online at https://web.lumiagm.com/295854943. However, since you are not a stockholder of record, you may not vote your shares at the annual meeting by

Submitting Questions. We will hold a live question and answer session in connection with the annual meeting. Stockholders may submit questions in person or via our virtual shareholderstockholder meeting website at https://web.lumiagm.com/295854943. We intend to answer properly submitted questions that are pertinentrelating to the company and the meeting matters, as time permits. However, we reserve the right to edit profanity or other inappropriate language, or to exclude questions that are not pertinentrelevant to meeting matters or that are otherwise inappropriate. Questions and answers willmay be grouped by topic and substantially similar questions will be grouped and answered once. You may also forward your questions in advance to ir@resolutefp.com, and the company will respond to as many appropriate questions as time permits during the meeting, to the extent relevant to the business of the meeting.ir@resolutefp.com. Please make sure your email clearly identifies your name and whetherprovide evidence that you are a stockholder. We will strive to answer appropriate questions that have not been answered during the meeting by posting an answer on our annual meeting website after the meeting.

Technical Assistance. If you experience technical difficulties joining the annual meeting online or during the meeting online please call (877) 283-0324 (toll free for Canada and the U.S.) or (718) 921-8300 for assistance.

What methods can I use to vote?

If you are a registered holder, you may vote:

What is a broker non-vote?

If you are a street name holder, you must instruct your intermediary institution how to vote your shares. If you do not, your shares will not be voted on any proposal for which the broker does not have discretionary authority to vote, which is referred to as a “broker non-vote”, in accordance with the rules of the New York Stock Exchange, or “NYSE.” Under those rules, your intermediary institution has discretionary voting authority to vote your shares on the ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm, even if it does not receive voting instructions from you. But the election of directors and the advisory say-on-pay vote are non-discretionary items, and they may not be voted upon by your broker without specific voting instructions from you. Accordingly, your shares would not be voted on these matters.

Is there a list of stockholders entitled to vote at the annual meeting?

A list of stockholders of record entitled to vote at the meeting will be available for inspection for the ten days before the meeting for any purpose germane to the meeting during ordinary business hours at Resolute Forest Products Inc., 111 Robert-Bourassa Boulevard,1010 De La Gauchetière Street West, Suite 5000,400, Montreal, Quebec, H3C 2M1,H3B 2N2, Canada from May 10, 2021,17, 2022, through May 20, 2021.26, 2022. During the annual meeting, the list of stockholders of record entitled to vote at the meeting will be available for inspection upon request in person or at https://web.lumiagm.com/295854943.

What is the quorum for the annual meeting?

The presence of the holders of shares of common stock representing at least one-third of the voting power of all common stock issued and outstanding and entitled to vote at the meeting, participating online, at

If you are a street name holder, you can submit new voting instructions by contacting your intermediary institution. All shares for which proxies have been properly submitted and not revoked will be voted at the annual meeting.

What are the voting requirements for the approval of each matter presented at the annual meeting?

Your proxy card or voting information form can also be found at the internet address mentioned on the notice of internet availability.

Can I obtain printed materials of the proxy materials?

Yes, follow the instructions on the notice of internet availability to receive printed proxy materials in time enough to vote your shares.

What should I do if I receive more than one set of proxy materials?

You may receive more than one set of proxy materials. For example, if you hold your shares in more than one brokerage account, you will receive separate proxy materials for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you may receive more than one set of proxy materials. Please follow the instructions on each of the notices of internet availability that you receive in order to vote all of your shares. If you would like to consolidate multiple accounts at our transfer agent, please contact American Stock Transfer & Trust Company, LLC at (877) 283-0324 (toll free for Canada and the U.S.) or (718) 921-8300.

What is “householding” and how does it affect me?

We have adopted a procedure, approved by the SEC, called “householding,” pursuant to which stockholders of record who have the same address and last name and do not participate in electronic delivery of proxy materials will receive only one set of proxy materials, unless we are notified that one or more of these stockholders wishes to continue receiving individual copies. This procedure will reduce our printing costs and postage fees.

Stockholders who participate in householding will continue to receive separate notices of internet availability. Householding would not in any way affect dividend check mailings, if any. If you participate in householding

reviewing and approving significant actions. In addition, the corporate governance principles highlightactions, as well as the principal roles of certain committees of the board, including:

Our corporate governance principles also include, among other things:

In 2020, the board adopted a formal written diversity policy both at board level and executive level. See “Director Qualifications, Nomination Process and Diversity Policy” below.

The board has also determined that each member of the audit committee and the human resources and compensation/nominating and governanceHRCNG committee satisfies the requirements for independence, including the additional independence standards under NYSE rules for audit committee members and compensationHRCNG committee members. As part of these determinations, which included considering the relationships described below under Related Party Transactions, as applicable, business relationships among our directors, and the categories of relationships below, the board determined that none of the independent directors has a direct or indirect material relationship with the company other than as a director, or any relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Our corporate governance principles reflect the board’s determination that the following categories of relationships alone are not material and will not impair a director’s independence:

The human resources and compensation/nominating and governanceHRCNG committee, in consultation with the audit committee when appropriate, is responsible for reviewing and overseeing related party transactions and conflicts of interest situations involving the company, its directors, executive officers, the chief accounting officer, and related parties. The board has adopted a formal written policy on related person transactions applicable to directors and executives, formalizing the process of review and requiring prior approval of certain related person transactions. See “Related Party Transactions” below.

The code of business conduct is available on our website (www.resolutefp.com/about_us/corporate_governance). The company will post on its website any waiver or amendment to the code of business conduct.

Board Leadership Structure; Communication with Independent Directors

The company’s business is managed under the direction of the board, with the board delegating the management of the company to the president and chief executive officer, working with other executive officers, in a manner consistent with the company’s objectives and in accordance with its by-laws. This delegation of authority is not intended to minimize the board’s supervisory duties, as more fully set forth in our corporate governance principles.

As board chair,chairman, Mr. MartinDavies presides over board meetings. Because he is not considered an independent director, pursuant to our by-laws, a majoritythe position of lead director, held by Mr. Rhéaume up until Mr. Davies’s nomination on the board on September 13, 2021, was eliminated and Mr. Martin has been appointed vice chair of the independent board members selectedboard. Mr. Rhéaume, an independent director, to serve as the board’s lead director. HisMartin’s responsibilities as such include, among other things, chairing any meeting of the independent directors in executive session.the absence of the chairman.

As indicated in the company’s corporate governance principles, it is the company’s current intent that the chairchairman not also concurrently hold the position of president and chief executive officer and, accordingly, the positions are separated. This allows the president and chief executive officer to focus on managing the company, and the chair, together with the lead director,chairman to lead the board in providing advice to, and independent oversight of, management. We believe that this structure recognizes the time and effort that our president and chief executive officer is called to devote to his position, and facilitates the independent functioning of the board, thus enhancing the fulfillment of its oversight responsibilities, and setting the tone for the board in fostering ethical and responsible decision-making and sound corporate governance practices.

With respect to the human resources and compensation/nominating and governanceHRCNG committee’s evaluation of nominee candidates, including those recommended by stockholders, the committee has no formal requirement or minimum standard for the evaluation of nominees. Rather, the committee considers each candidate on his or her own merits. But in evaluating candidates, some ofThe HRCNG committee takes into account the specific areas of expertiseskills and experience that we believe to be important in light of our business are listed below; ideally, these areas should be represented by at least one board member:

The applicable aspects of each director’s experience, qualifications and skillsdirector to ensure that the board considered in their nomination in light ofcomposition is properly balanced. When selecting nominee candidates, the foregoing are included in their individual biographies below. It is also desirable that each member of the board has recent experience as a member of the board of at least one other company, preferably a public company. When evaluating the performance of the board and its members, the human resources and compensation/nominating and governanceHRCNG committee also considers tenure and board renewal aspects. The table below lists the skill sets and experience that are considered important for the company’s directors to possess, along with the number of director nominees who possess them. A description of each individual director’s experience, qualifications and skills considered in the nomination process (focused on the criteria contained in our corporate governance standards) is also included in the directors’ individual biographies below.

In 2020, the board adopted a formal written diversity policy both atfor the board levelof directors and executive level.the company’s executives. The board and the human resources and compensation/nominating and governanceHRCNG committee advocate diversity in the broadest sense, including diversity of experience, expertise and personal characteristics, such as the representation of men and women at the board level.characteristics. Diversity, including gender diversity, is important because we believe a variety of points of view contribute to a more effective decision-making process. While maintaining the appropriate mix of skills and experience reflecting the strategic needs of the business and the nature of the environment in which the company operates, the human resources and compensation/nominating and governanceHRCNG committee shallwill actively seek out a broad pool of candidates for board positions from diverse ethnic, race, gender and cultural background. The board will strive to maintain a minimum representation of 25% representation each of men and 25% of women directors on the board. As of last year’s annual meeting, 29% of the members of the board were women. Currently there are two women on the board and with the proposed candidates all being elected at the annual meeting, the board will continue to have a 29%25% representation of women. After careful consideration as to the mix of skills, experience and personal characteristics that is desired at the board to ensure optimal performance, the board, in consultation with the HRCNG committee, has decided that it is in the best interest of the company to waive Ms. Dolan’s mandatory retirement at age 75 so that she may stand for reelection exceptionally this year. Ms. Dolan’s breadth of industry experience, deep knowledge of the business, as well as the diversity characteristics she brings to the board as a woman director are factors that have been considered in this decision. The board has hired a recruitment firm to assist in its renewal process and in particular, in its search for women nominee candidates with a view to increase women’s representation on the board to 30% by 2024.

The company also considersvalues having a diversity of personal characteristics an important element within its executive leadership. Accordingly, fostering diversity, inclusive of the representation of men and women, is a key factor in the

company’s talent management strategy, which seeks to identify, mentor and develop current executives and

Finance Committee

The members of the finance committee are: Randall C. Benson (chair), Suzanne Blanchet, Duncan K. Davies, Bradley P. Martin, Alain Rhéaume and Michael S. Rousseau. Richard D. Falconer was also a member of the finance committee until May 12, 2020. The primary responsibilities of the finance committee include:

The finance committee met foursix times in 2020.2021.

The human resources

The HRCNG committee met fivesix times in 2020.2021.

RELATED PARTY TRANSACTIONS

The board has adopted a related person transactions policy requiring that transactions with certain persons related to the company be subject to approval of the HRCNG committee. “Related person transactions” are generally relationships and transactions in which the company is a participant and in which any director, executive officer, holder of more than 5% of our outstanding common stock or any of their immediate family members has a direct or indirect material interest. In accordance with the policy, certain types of transactions are deemed pre-approved by the committee, such as relationships or transactions involving less than $120,000.

According to the policy, each director, executive officer and the chief accounting officer of the company must promptly notify the senior vice president, corporate affairs and chief legal officer when he or she learns of any proposed or existing related person transaction not previously disclosed to the HRCNG committee, including those deemed pre-approved by the committee under the policy. The senior vice president, corporate affairs and chief legal officer shall review the transaction for the purpose of determining whether it involves a direct or indirect material interest of a related person and inform the HRCNG committee accordingly when its approval is required.

In determining whether to approve or ratify a related person transaction, the HRCNG committee, in consultation with the audit committee when appropriate, will take into account factors it deems appropriate, including whether the related person transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances, whether the transaction was undertaken in the ordinary course of business, whether there are business reasons for the company to enter into the transaction, the purpose and the potential benefits of the transaction to the company and the related person, the extent of the related person’s interest in the transaction and whether the proposed transaction was initiated by the company or the related person. The HRCNG committee shall prohibit any related person transaction (including those deemed pre-approved by the committee under the policy) if it determines the related person transaction to be inconsistent with the interests of the company and its stockholders or if any legal requirements applicable to the related person transaction have not been complied with.

In accordance with the company’s corporate governance principles, the HRCNG committee, in consultation with the audit committee when appropriate, is responsible for implementing and overseeing policies and procedures for related party transactions and conflict of interest situations, and also reviews, in addition to related party transactions, potential conflict of interest situations involving the company, its directors, executive officers, the chief accounting officer and related parties. The board may also create special independent committees from time to time to review certain transactions, including related party transactions. The corporate governance principles provide that directors may not enter into a transaction with the company without first disclosing the transaction and obtaining advance approval by the board and the HRCNG committee, and the director must recuse himself or herself from board consideration and decision on any such transaction.

To our knowledge, there are no related party transaction in the fiscal year 2021 and up to the date of this proxy statement that require disclosure under applicable laws.

DIRECTOR COMPENSATION

Director Compensation for 20202021

Canadian directors received the award in the form of deferred stock units, or “DSUs,“DSUs,” and U.S. directors received the award in the form of restricted stock units, or “RSUs”“RSUs” (collectively, “2020“2021 cash-settled awards”awards”). The 2020With the exception of Mr. Davies’ award, which vested on December 31, 2021, the 2021 cash-settled awards vested in 25% tranches on the last day of each calendar quarter of 2020. The 20202021. As a result, the 2021 cash-settled awards for all active directors, activeincluding Mr. Davies, as of December 31, 2020,2021, were

fully vested. The value of each director’s 20202021 cash-settled award based on the per-share closing trading price on the NYSE of shares of the company’s common stock on the last trading day of the year, December 31, 2020,2021, or $6.54,$15.27, is shown below in the table under “Equity Award Component.”

additional companies were Applied Industrial Technologies Inc., Curtiss-Wright Corporation and Gates Industrial Corporation Plc. These three companies were included because the board felt it was appropriate to have additional industrial peers for the board chair, $25,000 forbenchmarking. The review showed that total director compensation was approximately 25% below the audit committee chair and $15,000 for the other committee chairs. The lead director receives an additional annual fee of $20,000. The company reimburses all directors for reasonable expenses incurred in connection with attending board and committee meetings. In response to the company’s capacity reductionmedian for its wood products and paper segments due to the COVID-19 pandemic, the compensation committee recommended, and the independent memberspeer group.

As a result of this review, effective January 1, 2022, the board approved an increase in the total compensation and a quarterly retainer fee reductionchange of 15% for the non-employee directors forcash/equity mix to allocate more compensation to equity. The cash/equity mix will change from 50/50 to 40/60. In addition, as further discussed below, the second quarter. Effective forstock ownership guidelines will also increase. These changes result in total director compensation in line with, or slightly above, the third quarter, the full quarterly retainer fee was reinstated. The directors did not receive any additional fees to make-up for the 15% fee reduction during the second quarter.peer group.

Resolute Forest Products Outside Director Deferred Compensation Plan

Non-employee directors have an opportunity to defer all or a portion of their cash fees under the director deferred compensation plan. Fees deferred pursuant to the director deferred compensation plan are credited as DSUs for Canadian directors and as RSUs for U.S. directors. The number of deferred compensation DSUs and RSUs is determined by multiplying 110% times the amount of fees deferred and dividing this amount by the volume weighted average of the highest and lowest prices per share at which the company’s common stock was traded on the NYSE on each of the five business days immediately before the date the fees would otherwise be paid. This formula results in a 10% incentive (referred to in the director deferred compensation plan as the “premium stock units”).

The following table describes how DSUs and RSUs are vested and paid under the director deferred compensation plan:

Equity Award Component

In addition toThe 2021 annual cash-settled award and its terms are highlighted in the cash fee componentDirector Compensation Table above and the accompanying footnotes. The annual cash-settled awards vested in 25% tranches on the last day of the directors’ compensation, to ensure the directors’ interests are aligned with thoseeach calendar quarter of the stockholders, we grant an annual equity-based award to each director.2021. The 2020 equity award settles in cash. The human resources and compensation/nominating and governanceHRCNG committee (“compensation committee”) adheres to a policy that sets the grant date for the annual awards (whether granted as a stock-settled award or cash-settled award) as the eighth trading date after the release of fourth quarter earnings. For the 20202021 cash-settled award, the grant date was February 11, 2020.

Messrs. Laflamme and Lalonde’s equity awards are set forth in the Summary Compensation Table as permitted under SEC rules.

In addition, on January 9, 2011, and upon the company’s emergence from creditor protection proceedings in 2010, Messrs. Falconer, Rhéaume and Rousseau received a one-time option grant. The option award covered 9,302 shares with a $23.05 exercise price. The option was fully exercisable, but expired on January 9, 2021. Option awards are not a part of the directors’ annual compensation program.

Stock Ownership Guidelines

We have established stock ownership guidelines for directors to ensure that they are also stockholders, thereby aligning their interests with those of other company stockholders. UnderAs part of the guidelines, eachrecently completed director must own shares or share equivalents of companycompensation review, the board increased the stock equal to three times the annual cash retainer fee ($225,000 in total as of December 31, 2020). ownership requirement.

For purposes of the guidelines, all shares directly owned and deferred stock units (whether DSUs or RSUs, vested or unvested, and cash or stock-settled) are included in the calculation. Unexercised stock options are not included in the calculation. Until the stock ownership requirement is met, the guidelines require directors to hold all shares received upon settlement of stock units (excluding shares sold to pay taxes associated with settled shares) and a number of shares equal to 50% of any gain realized upon option exercise. In 2017, the compensationHRCNG committee updated the guidelines to require a director who does not meet the guidelines to purchase shares or share equivalents with the net proceeds of any cash-settled awards. To determine whether a director has met the stock ownership requirement, the shares or share equivalents held by each director are calculated on the basis of the higher of the (i) price at time of settlement and (ii) fair market value of the common stock at the time of measurement, while share equivalents are calculated on the basis of the higher of the (i) price at time of grant and (ii) fair market value of the common stock at the time of measurement.

As of December 31, 2020,2021, all members of the board of directors, except Ms. Blanchet,Mr. Davies, own sufficient shares or share equivalents to meet the stock ownership requirement, based on the December 31, 20202021, per-share closing price of $6.54. Ms. Blanchet continues to hold her shares or share equivalents pursuant to$15.27. Given his short tenure on the guidelines, butboard, Mr. Davies did not meet the stock ownership requirement as of December 31, 2020, given her shorter tenure on2021, but continues to hold his shares or share equivalents pursuant to the board.guidelines.

RELATED PARTY TRANSACTIONS

The company’s corporate governance principles provide the framework under which we consider “related party transactions,” which are generally relationships and transactions involving more than $120,000 in any fiscal year in which the company is a participant and in which any director, executive officer, holder of more than 5% of our outstanding common stock or any of their immediate family members has a direct or indirect material interest. The human resources and compensation/nominating and governance committee, in consultation with the audit committee when appropriate, is responsible for implementing and overseeing policies and procedures for related party transactions and conflict of interest situations, and also reviews all related party transactions or potential conflict of interest situations involving the company, its directors, executive officers, the chief accounting officer and related persons. The board may also create special independent committees from time to time to review certain transactions, including related party transactions. The corporate governance principles provide that directors may not enter into a transaction with the company without first disclosing the transaction and obtaining advance approval by the board and the human resources and compensation/nominating and governance committee, and the director must recuse himself or herself from board consideration and decision on any such transaction.

filed on November 10, 2020. Mr. Lalonde and the company finalized the terms of his employment and change in control agreements after the company’s Form 10-K was filed on March 1, 2021. In accordance with SEC rules, this CD&A and the information provided in the “Tabular Disclosure of Executive Compensation” following the CD&A describe the compensation in effect for their respective positions in 2020. However, because 2021.

Mr. Laflamme stepped downGirard joined the company as special advisor to Mr. Lalonde on February 15, 2021, prior to his appointment as senior vice president and retired inchief financial officer effective March 2, 2021. Mr. Simon similarly joined the company as a special advisor to Mr. Lalonde on January 4, 2021, and the announcement was made in 2020, the information provided under “Severance and Change in Control Arrangements” describes the actual payments made uponprior to his termination.appointment as president, wood products effective March 1, 2021.

Overview of Compensation Program

Our executive compensation program is designed to meet the following objectives:

In developing the executive compensation program, the compensationHRCNG committee incorporates best practices, including the following:practices:

By focusing on providing the right tools for individual success, the company strives to provide its employees with the means to reach their full potential and, therefore, enhance shareholder value, product quality for our clients, and the health and safety of our employees.employees, and execute our sustainability strategy.

As part of this system, each year, the named executive officers reporting to the president and chief executive officer are appraised on three elements: mastery of their basic roles, remarkable initiatives and behaviors that can have an adverse effect on their own effectiveness or on the team. The appraisal reviews also identify areas for improvement. These reviews influence the adjustments made to the compensation amounts of these named executive officers.

Role of the Independent Compensation Consultant

Consistent with its authority under its charter, the compensationHRCNG committee selects and retains its own independent advisors to provide guidance on the competitiveness and appropriateness of the compensation programs for the named executive officers. For 2020,2021, the compensationHRCNG committee retained Hugessen Consulting to provide this advice. In 2020,2021, Hugessen Consulting’s aggregate fees were $19,688$36,865 (converted from Canadian dollars to U.S. dollars based on the average exchange rate for 2020,2021, or $0.7462)$0.7979).

As more fully described below, Hugessen Consulting assists the compensationHRCNG committee in benchmarking certain elements of the executive compensation program against the company’s comparator groups (described below) and advises on the risk elements of the program. Hugessen also provides management advice on these matters, as directed by the chair of the compensationHRCNG committee. While internal and external information and advice have been used in the ongoing assessment of the executive compensation programs, the compensationHRCNG committee and the independent members of the board retained the full responsibility for all decisions related to the company’s compensation programs and plans as well as their implementation.

Timing of Compensation Decisions

The compensationHRCNG committee evaluates total direct compensation (comprising of base salary and short-term and long-term incentives) against the median level of the company’s comparator groups. It makes its compensation decisions on various elements at different times in the year:

20202021 Say-on-Pay Vote

Stockholders approved our executive compensation with 91.67%99.33% of the votes cast in favor of the non-binding resolution approving executive compensation, or the “say-on-pay” vote, at the 20202021 annual meeting of stockholders.

The weighted mix, as shown above, is based on the following assumptions: (i) base salary in effect at December 31, 2020;2021; (ii) a 20202021 STIP target payout of 100% of base salary; (iii) the value of the annual equity grants (described below) based on 125% of base salary (225% for the president and chief executive officer (including Mr. Lalonde in anticipation of his March 1, 2021, appointment))officer); and (iv) assuming a fixed exchange rate between the Canadian and U.S. dollars throughout the year.

The compensationHRCNG committee regularly assesses the competitiveness of aggregate total direct compensation (base salary, target short-term incentive and long-term incentives) and each element individually for the named executive officers. To make this assessment, the compensationHRCNG committee uses market data based on two comparator groups: an industry comparator group and a blended comparator group. In 2021, the HRCNG committee reviewed and updated the industry comparator group with the assistance of Hugessen. The industry comparator group was reduced to 11 peers from 12. Bemis Company Inc. and KapStone Paper and Packaging Corporation were removed because they were acquired and Stella-Jones Inc. was added.

The following chart shows the resulting comparisons against the respective comparator group, using salary levels in effect after the August 2020June 2021 base salary adjustments described further below under Base Salary.

Following the compensationHRCNG committee’s review of the benchmarking data and the performance assessment for all named executive officers, the compensationHRCNG committee recommended, and the independent members of the board approved, effective AugustJune 1, 2020,2021, base salary adjustments for the named executive officers as follows:

Mr. Simon’s base salary increase for Messrs. Laflamme and Vachon,lump sum payment resulted in a 1.50%compensation commensurate with his responsibilities and better aligned Mr. Simon’s base salary increase for Messrs. Lafave and Tremblay and a 11.89% base salary increase for Mr. Lalonde. When Mr. Lalonde was appointed senior vice president and chief financial officer in 2018,with that of his base salary was established at a level materially lower than the peer group benchmark. While a further adjustment was made in 2019, Mr. Lalonde’s base salary remained materially lower than the peer group. The 2020 salary adjustment was intended to narrow the gap between Mr. Lalonde’s base salary and the benchmark.

The compensationHRCNG committee established a currency policy in 2014 to address currency fluctuations that can impact parity among its named executive officers. Base salary is established assuming parity in Canadian and U.S. dollars, with a portion paid in Canadian dollars and a portion paid in U.S. dollars based on the geographic location of the company’s pulp, paper and tissue production capacity as of the prior December 31. As a result, for 2020, 68.9%2021, 63.5% of an executive’s salary was paid in Canadian dollars and 31.1%36.5% in U.S. dollars. Except for Mr. Laflamme who isLaflamme’s salary as president and chief executive officer that was paid in U.S. dollars, the numbers shown in the Summary Compensation Table have been converted to U.S. dollars at exchange rates disclosed in the footnotes to the table. For 2021,2022, the portion of base salary paid in Canadian dollars versus U.S. dollars will continue to be 63.5% and 36.5%, respectively, based on the geographic mix of the company’s pulp, paper and tissue production capacity as of December 31, 2020.2021.

20202021 STIP

The annual short-term incentive plan rewards the eligible named executive officers for the achievement of the following performance measures that reflect the company’s business strategy and factors driving shareholder value:value, which are based on budget targets relating to:

initiatives, subject to the individual performance STIP pool. The individual payout factor can represent a maximum of 30% of an executive’s STIP payout. For the eligible named executive officers and other senior vice presidents, the individual performance STIP pool is the sum of all eligible executives’ base salary, multiplied by the actual achievement of the company performance metrics, further multiplied by 15%.

For 2020,2021, the total amount payable to the eligible named executive officers and the other senior vice presidents, as well as to certain other eligible employees for the portion of their incentive attributable to the achievement of business objectives, is subject to a further limited tolimit not exceeding 5% of free cash flow. The limit applied even ifflow, whether or not performance levels were achieved. For this purpose, free cash flow is defined as net cash provided by operating activities, less asset maintenance capital expenditures, adjusted for special items.

Unless the compensationHRCNG committee determines otherwise, named executive officers remain eligible for prorated awards if they retire during the year or are terminated other than for cause after July 1, 2020.2021. Named executive officers who voluntarily resign or are terminated for cause before payment is made will not be eligible. The company may adjust financial and cost metrics, and may adjust any and all awards in its discretion. Awards are discretionary and subject to modification until they are made, including increases, decreases, cancellations, deferrals and other conditions, even if performance levels have been met. For the eligible named executive officers, payout levels were established as a percentage of base salary (as in effect on December 31, 2020)2021). No officer or individual was guaranteed a minimum payout under the 20202021 STIP. The 20202021 STIP also provided authority to the compensationHRCNG committee to adjust or cancel awards under the 20202021 STIP at its discretion.

In establishing the payout percentages, the compensationHRCNG committee used benchmarking data from its comparator groups. In general, the incentive target of 100% is above the median for our comparator groups, but, combined with the 5% of free cash flow limit on STIP payments described above plus lower base salary levels in its comparator groups, reflects the compensationHRCNG committee’s adherence to conditioning a significant portion of pay on company performance. The 42.5% threshold payout level assumes a percentage payout for the company performance metrics of 50% multiplied by 85% attributable to achievement of business objectives and no amount attributable to individual performance. The 172.5% maximum payout level assumes a percentage payout for the company performance metrics of 150% multiplied by 115%, 85% being attributable to achievement of business objectives and 30% being attributable to individual performance.

The eligible named executive officers earned a 20202021 award at 139%126% of their annual base salary based on weighted company performance measures. As a result of the 5% of free cash flow limit on the STIP payout to certain eligible employees, the respective 2020 STIP payouts based on company performance metrics were reduced as shown in the table below. The STIP amounts set forth in the Summary Compensation Table reflect the full value of each eligible named executive officer’s STIP award, including the amount attributed for individual performance. The STIP payouts did not need to be reduced as a result of the 5% limit on free cash flow in 2021 because the free cash flow generated by the company was sufficient to pay the full amount of the payouts.

On February 3, 2021,2, 2022, the independent members of the board approved the 20212022 STIP with substantiallyretaining the same performance measures for corporate performance as the 2020 STIP. For the 2021 STIP income from operationsand adding a new metric, namely the

was retained as a performance measure butreduction of greenhouse gas (GHG) emissions, in the ESG category with a reduced weighting, from 55% to 40%. The5% weighting. As a result, the independent members of the board approved three additionaladjusted the weighting of other metrics withto account for the new ESG metric. Specifically, the weighting for the SG&A cost control metric was reduced from 20% to 15% and the safety — frequency rate metric was reduced from 15% to 10%. In contrast, the weighting of the following weightings:three operational performance metrics were increased: the productivity (7%),metric increased from 7% to 10%; the fixed costs (4%)metric increased from 4% to 5%, and the usage of variable components (4%)from 4% to 5%.

Individual Discretionary Awards

The independent members of the board of directors have historically focused on rewarding achievement of certain levels of performance based on corporate measures under the short-term incentive plan. With the implementation of an integrated leadership system, they have considered whether they should exercise their discretion in grantingto grant additional cash awards for individual performance on a limited and ad hoc basis. When granted, the awards are discretionary and intended to reward high effectiveness in an individual’s role and/or remarkable initiatives. Remarkable initiatives are measured based on three criteria: intensity, integration and innovation. At management’s recommendation, theThe committee did not approve any individual discretionary awards be granted to the named executive officers for 2020.2021.

LTIP

The compensationHRCNG committee grants equity awards as a long-term incentive and a significant portion of an executive’s total compensation package. With a significant portion of compensation tied to equity, the compensationHRCNG committee believes that named executive officers can stay focused on maximizing stockholder value over the long term. Since 2014, the annual equity award consists of an equity

The HRCNG committee grants a mix of 50% in RSUs and 50% in performance share units (“PSU”s). This combination emphasizes (i)(PSUs) and restricted stock units (RSUs) on the terms generally described below. Both PSUs and RSUs create a retention elementincentive for executives with key differences. Each unit, whether it is a PSU or an RSU, has a value equal to a share of company stock.

Key Features of the equityLTIP awards and (iii) the tie to company performance for the PSUs.are:

For the named executive officers, the compensationHRCNG committee made an annual equity award grant at its October 20202021 meeting. It has a policy to set the grant date for annual awards in advance without regard to anticipated earnings or other major announcements and as a precaution against potential claims that equity awards are made at a time when the company and named executive officers are in possession of material non-public information. The compensation committee policy sets the grant date for the named executive officers’ annual awards as the eighth trading date after the release of third quarter earnings. This year’s annual equity award was approved by the independent members of the board with a November 16, 2020 grant date.

The size of the equity awards is based on a percentage of salary. While the compensationHRCNG committee has discretion to adjust the size of the equity awards for an executive’s performance, the compensationHRCNG committee chose not to exercise this discretion in respect of the 20202021 annual equity award. The independent members of

In addition to the board granted Mr. Laflamme anannual equity award, with a value equal to 225% of his base salaryMessrs. Girard and the other named executive officers, except Mr. Lalonde, equity awards with a value equal to 125% of their base salaries. In recognition of Mr. Lalonde’s appointment as chief executive officer, Mr. LalondeSimon received an initial equity award with a value equal to 225% of the base salary established for his new role.

The equity awards for the named executive officers are stock-settled and are subject to certain individual stock limits under the LTIP as an anti-dilution measure. The number of RSUs and PSUs awarded under the 2020 annual equity grant for the named executive officers was determined by dividing 50% of the dollar value of the equity award by the volume weighted average of the highest and lowest prices per share at which our common stock was traded on the New York Stock Exchange on each of the five business days immediately before the November 16, 2020with a grant date or $4.97. However, using this formula, the number of RSUsMarch 2, 2021, and PSUs covered by Mr. Laflamme’s equityJanuary 4, 2021, respectively. This award would have exceeded the LTIP individual stock limits. As a result, Mr. Laflamme’s awards for 2020 were limited to 200,000 RSUs and 200,000 PSUs. To allow Mr. Laflamme to realize the full potential of his awardhad an initial grant value the independent members of the board also granted Mr. Laflamme a cash-settled RSU award covering 24,940 RSUs.

UPM-Kymmene OYJ and Weyerhaeuser Co to bring the peer group to 10. The peer group was determined by focusing primarily on Canadian and U.S. public companies in the same business segments with more than 50% of sales generated from pulp, lumber, paper and/or tissue to provide alignment with our segment mix and business exposure. The peer group was calibrated to limit overexposure to any one segment. This peer group is different from the peer group used for compensation benchmarking which focuses on peers in similar industries with revenues and total enterprise value within a reasonable range of those of the company.

The second measure focuses on the return on investment for strategic projects approved on or after January 1, 2018. Total payout will be calculated using a weighted average. Capital projects included for this performance measure include all tissue projects with an appropriation of funds greater than $400,000, wood products projects with an appropriation of funds greater than $500,000, pulp and paper projects with an appropriation of funds greater than $1,000,000 and corporate projects with an appropriation of funds greater than $1,000,000 and an assigned internal rate of return.

In addition, if a named executive officer retires, the equity awards — both RSUs and PSUs — may continue to vest. This feature is intended to attract and retain management with significant experience and encourage named executive officers to postpone retirement. As a result, if a named executive officer retires at least six months after the grant date, he will be permitted to continue vesting in the award. For this purpose, “retirement” means the named executive officer is at least age 58 with at least two years of service, and the sum of his age and years of service equals or exceeds 62.5. In addition, the named executive officer must not be entitled tosimultaneously receive a severance package.

Retirement Plans and DC Make-Up Program

For 2020,2021, the named executive officers earned retirement benefits only under a tax-qualified retirement plan, subject to either Canadian or U.S. law. The tax-qualified retirement plans are offered to all eligible employees (not just named executive officers).

Since 2012, the company has not offered any supplemental retirement plan that allows named executive officers to currently accumulate, on a tax-deferred basis, additional retirement income. However, company contributions are limited in amount and type under the tax-qualified plans and the company believes named executive officers should receive the benefit of the plans without regard to the limits. For simplified administration, since 2012, underUnder the DC Make-Up Program, the company pays named executive officers a cash payment equal to the company contributions prescribed under the applicable tax-qualified plan formulas that exceed statutory limits. In addition, Canadian named executive officers receive a cash payment equal to the employer contribution they would have received on their annual incentive awards as if the broad-based plan had provided an employer contribution on these awards. The DC Make-Up Program does not allow named executive officers to accumulate earnings on a deferred basis. The named executive officers pay tax on the cash payment and no gross-up or other earnings are provided on these payments. When combined with the company contributions received under the tax-qualified plans, Messrs. Laflamme, LafaveLalonde and Vachon each received an aggregate 20202021 defined contribution program benefit totaling 10% of their compensation. Messrs. LalondeGirard and TremblaySimon received an aggregate 20202021 defined contribution program benefit totaling 9% and 9.5% of their compensation respectively.and Mr. Tremblay received 9.5% of his compensation.

Even though the company does not offer any supplemental retirement benefits that accumulate on a tax-deferred basis currently to named executive officers, Messrs. Laflamme and Vachon previously earned supplemental defined benefits under company plans that were terminated effective upon the company’s 2010 emergence from creditor protection proceedings. The supplemental defined benefits were reinstated under new arrangements pursuant to the plans of reorganization for Messrs. Laflamme and Vachon, and other employees who waived and forfeited all claims they had, or may have had, in the creditor protection proceedings in respect of any terminated supplemental retirement plan. The reinstated benefits are provided solely to honor prior contractual obligations, but with all supplemental defined benefits frozen as of December 31, 2010, based on service and earnings up to that date. None of the other named executive officers have any reinstated supplemental retirement benefits.

Benefits provided through defined benefit plans are described more fully under “Pension Benefits”. The defined contribution plan benefits are described under “DC Make-Up Program”.

Severance and Change in Control Arrangements

We believe that the company should provide reasonable severance benefits to its employees in the event of an involuntary termination without cause. With respect to the president and chief executive officer and the senior vice presidents, these severance benefits should reflect the fact that it may be difficult for them to find comparable employment within a short period of time. Severance benefits should help provide an opportunity for the company and former employees to part ways in an efficient and effective manner.

For each named executive officer except for Messrs. Laflamme and Lalonde, severance protection is provided pursuant to the company’s executive severance policy. Mr. Laflamme’s employment and change in control agreements provide him with severance protection, the terms of which have been disclosed in required SEC filings. EffectiveSince March 1, 2021, Mr. Lalonde will receiveis entitled to severance protection pursuant to employment and change in control agreements, the terms of which are disclosed in required SEC filings. The severance pay and benefits offered under the executive severance policy and Messrs. Laflamme’s andMr. Lalonde’s employment and change in control agreements are described later under “Severance and Change in Control Arrangements.” The pay and benefits received by Mr. Laflamme as president and chief executive officer upon his termination were previously disclosed in the Proxy Statement filed on April 9, 2021.